Telecom Italia S.p.A. (TLIT.MI) (“TIM”) has applied to the Ontario Securities Commission (the “OSC”) for an order that TIM has ceased to be a reporting issuer in Ontario, Alberta, British Columbia, Saskatchewan, Manitoba, Quebec, Nova Scotia and Newfoundland and Labrador, being the jurisdictions in Canada in which it is currently a reporting issuer. TIM became a reporting issuer in Canada since 1997 in connection with a public offering of TIM’s ADRs into Canada.
In the United States, following the delisting of TIM’s ordinary and savings share American Depositary Shares on the New York Stock Exchange in July 2019, TIM also filed a Form 15F with the U.S. Securities and Exchange Commission to apply for the deregistration of all classes of U.S. registered securities, including all registered debt securities issued by TI Capital S.A., a wholly owned subsidiary of TIM, guaranteed by TIM, and the termination of its reporting obligations under the U.S. Securities Exchange Act of 1934. The deregistration is expected to become effective on or around 7 October 2019.
If the OSC grants TIM’s request, TIM will no longer be a reporting issuer in any jurisdiction of Canada and will no longer be required to file financial statements and other continuous disclosure materials in Canada pursuant to applicable Canadian securities laws. However, TIM will continue to file all financial statements and other materials required to be filed in accordance with the applicable laws of Italy and the rules of the Borsa Italiana stock exchange, where TIM’s ordinary shares and savings shares are listed. Canadian resident securityholders will continue to have access to all financial statements and other documents required to be filed publicly by TIM, both in Italian and in English, on TIM’s website (https://www.telecomitalia.com) as well as the Italian regulated storage system 1Info (www.1Info.it).
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such statements include, without limitation, statements relating to TIM’s application for an order to cease to be a reporting issuer in the applicable jurisdictions in Canada, TIM’s continued obligations to provide continuous and timely disclosure materials in accordance with applicable Canadian securities laws and the ability of Canadian securityholders to continue to have access to all financial statements and other documents required to be filed publicly by TIM and the means for accessing such filings.
The forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on TIM based on information currently available to management. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting TIM will be those anticipated. Forward-looking information involves known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the OSC declining to grant the requested order and any change in approach with respect to TIM’s continuous and timely disclosure obligations under applicable Italian law and stock exchange requirements. The forward-looking statements contained in this press release are made as of the date hereof and TIM undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, other than required by applicable securities laws.
Rome, 12 September 2019