Not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or in or into or to any person located or resident in any other jurisdiction where it is unlawful to distribute this document.
Telecom Italia S.p.A. (the Company) hereby announces the results and pricing of its invitations to eligible Noteholders of its €750,000,000 4.625 per cent. Notes due 2015 (the 2015 Notes); €1,000,000,000 5.125 per cent. Notes due 2016 (the 2016 Notes); €1,000,000,000 7.00 per cent. Notes due 2017 (the
January 2017 Notes); and €1,000,000,000 4.500 per cent. Notes due 2017 (the September 2017 Notes and, together with the 2015 Notes, the January 2016 Notes and the January 2017 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash (such invitations, the Offers and each an Offer).
The Offers were announced on 12 January 2015 and were made on the terms and subject to the conditions set out in the tender offer memorandum dated 12 January 2015 (the Tender Offer Memorandum). Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum.
On 13 January 2015, the Company announced that the Maximum Acceptance Amount was €600,000,000. As at the Expiration Deadline of 5.00 p.m. (CET) on 20 January 2015, an aggregate nominal amount of €810,312,000 of Notes has been validly tendered in the Offers.
As a result, the Company hereby confirms that (i) the New Issue Condition has been satisfied, (ii) the Maximum Acceptance Amount will be increased to €810,312,000 and (iii) it intends to accept for purchase all Notes validly tendered pursuant to the Offers with no pro-rata scaling, as set out below.
The Purchase Price in respect of the 2016 Notes, the January 2017 Notes and the September 2017 Notes accepted for purchase was determined at or around 11.00 a.m. (CET) today in the manner described in the Tender Offer Memorandum by reference to the sum of the relevant Purchase Spread and the relevant Benchmark Rate for each Series, as follows:
The applicable Purchase Price together with the relevant Accrued Interest Payment will be paid to Noteholders whose Notes have been accepted for purchase by the Company.
Settlement is expected to occur on 23 January 2015.
Further Information
A complete description of the terms and conditions of the Offers is set out in the Tender Offer Memorandum. BNP Paribas, Crédit Agricole Corporate and Investment Bank and Société Générale, are the Dealer Managers for the Offers.
Questions and requests for assistance in connection with the Offers may be directed to:
Questions and requests for assistance in connection with the delivery of Tender Instructions including requests for a copy of the Tender Offer Memorandum may be directed to:
THE TENDER AGENT
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Lucid Issuer Services Limited
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Leroy House
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436 Essex Road
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London N1 3QP
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United Kingdom
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Attention: Paul Kamminga
Telephone: +44 20 7704 0880
Email: telecomitalia@lucid-is.com
Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the relevant Offer(s)).
None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes or the Offers contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offers and which is not otherwise publicly available. None of the Dealer Managers, the Tender Agent, the Company or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Offers.
Disclaimer
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Milan, 21 January 2015
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