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Telecom Italia - Seat Pagine Gialle

02/11/2000 - 02:00 PM

With reference to the press release Telecom Italia - Seat Pagine Gialle released 10 February 2000, as well as today´s request from Consob to both companies for information, Telecom Italia and Seat Pagine Gialle clarify as following:

The preliminary understandings relating to the increase of Telecom Italia´s participation in Seat Pagine Gialle (Seat Yellow Pages) have not been as yet set out in precise terms and modalities. The substance of the above-mentioned understandings, at the moment, are limited to the definition of the quantitative and financial terms of the increase in the participation.

There are, however, hypotheses being studied that foresee alternatively the acquisition by Telecom Italia of Seat Pagine Gialle shares from the latter´s current controlling shareholder, Huit II S.A.; or the acquisition by Telecom Italia of incremental shares beyond its current participation in Huit S.A. - the company that owns Huit II S.A.; or, finally, the acquisition by Huit S.A. of participations in Huit II S.A. In all the hypotheses being studied Telecom Italia will increase its ownership, directly or indirectly, up to approximately 29.9% of the ordinary capital of Seat Pagine Gialle.

Regarding the form selected to realize the integration of into Seat Pagine Gialle, the working group that was mandated by the companies to define the terms and structure of the operation has been able as of today only to formulate hypotheses that foresee the carve out of into a newly created or pre-existing company. Successively such company will be merged by incorporation into Seat Pagine Gialle. A secondary hypothesis is also being studied that would foresee the conferral of´s business to Seat Pagine Gialle. The definition of the specific modalities to accomplish the integration is tied to solutions of complex corporate and fiscal problems, but which, given the current state of advancement of the project, cannot be rendered more explicit or certain.

Only once the structure by which will be integrated into Seat Pagine Gialle has been defined will it be possible to clarify the most opportune modalities as well as the nature of the preferential treatment that Telecom Italia intends in any event to assure to all its shareholders, which will be through the assignment of rights and/or shares of the company upon which´s business will be conferred or the company resulting from the merger by incorporation of the above.

Milan, 11 February 2000