Telecom Italia Capital S.A. completes the exchange offer of registered notes

10/13/2005 - 00:00 PM

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Telecom Italia announces that it has completed the offering, which expired on September 30, 2005, launched by its subsidiary Telecom Italia Capital S.A., to exchange Guaranteed Senior Notes already in circulation and exempt from registration under the US Securities Act of 1933 (the “Initial Notes”) with registered Guaranteed Senior Notes for like principal amounts with the same characteristics (the “Exchange Notes”). 

The following Guaranteed Senior Notes have been exchanged:
• Guaranteed Senior Notes up to US $1,250,000,000 aggregate principal amount of unregistered 4% due 2010 (the “2010 Initial Notes”)
• Guaranteed Senior Notes up to US $1,250,000,000 aggregate principal amount of unregistered 4.95% due 2014 (the “2014 Initial Notes”)
• Guaranteed Senior Notes up to US $1,000,000,000 aggregate principal amount of unregistered 6% Guaranteed Senior Notes due 2034 (the “2034 Initial Notes”).

The Initial Notes were originally issued and sold on October 6, 2004 in a transaction exempt from registration under the US Securities Act of 1933.  The Exchange Notes issued in the exchange offer have been registered under the US Securities Act of 1933 and have substantially the same terms and conditions as the unregistered Initial Notes. Telecom Italia unconditionally guarantees both the Initial Notes and the Exchange Notes.

At the time of expiration of the exchange offer and after confirmation of tenders sent via the guaranteed delivery procedure, US $3,498,520,000 aggregate principal amount of the Initial Notes, comprised of US $1,248,845,000 aggregate principal amount of 2010 Initial Notes, US $1,249,675,000 aggregate principal amount of 2014 Initial Notes and US $1,000,000,000 aggregate principal amount of 2034 Initial Notes, had been tendered in the exchange offer.  This amount represents approximately 99.96% of the outstanding aggregate principal amount of the Initial Notes.

Telecom Italia Capital filed a registration statement, including a prospectus and other related documents, on Form F-4 with the United States Securities and Exchange Commission in connection with the exchange offer. The terms of the newly issued Exchange Notes are set forth in the prospectus. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Milan, October 13, 2005