Telecom Italia S.p.A.: successful placement of eur 2 billions unsecured equity-linked bonds due March 2022

03/20/2015 - 00:03 PM

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This announcement and the information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, into or from the United States (or to U.S. persons), Canada, Australia, Japan, South Africa or in any other jurisdiction where to do so would be prohibited by the relevant laws of such jurisdiction. This announcement is not an offer of securities for sale nor a solicitation to purchase or subscribe for securities, in or into the united states, Australia, Canada, Japan Or South Africa. Please see the important notice at the end of this announcement



  • Successful placement of EUR 2 billions Unsecured Equity-Linked Bonds due on 26 March 2022 issued by Telecom Italia
  • The Bonds shall bear a coupon of 1.125 % per annum
  • The conversion price will be set at a 70% premium above the VWAP of the Shares on the Milan Stock Exchange (Borsa Italiana) on 20 March 2015 and will be announced with an ad hoc Telecom Italia press release after the close of Borsa Italiana on the same day
  • This transaction confirms investor appetite for Telecom Italia and its equity potential
  • The net proceeds of the Bonds will be used to pre-fund the capital expenditures plan recently announced

With reference to the press release issued on 19 March 2015, Telecom Italia S.p.A. (the “Issuer”) announces that the placement of EUR 2 billions Unsecured Equity-Linked Bonds due March 2022 has now been completed.

The Bonds will mature on 26 March 2022 (7 years), will be in registered form in the denomination of EUR 100,000 each and will be issued at par and will be redeemed at par at maturity.

The Bonds will bear a coupon of 1.125 % per annum, payable semi-annually in arrear on 26 September and 26 March of each year, beginning on 26 September 2015.

Settlement of the Bonds is expected to occur on 26 March 2015 ( the “Closing Date”).

An application will be made to admit the Bonds to trading on an internationally recognised, regularly operating, regulated or non-regulated, stock exchange, as determined by the Issuer, within 30 days from the Closing Date.

BNP Paribas and J.P. Morgan are acting as Joint Global Coordinators and Joint Bookrunners of the offering. Barclays, Citi, Credit Suisse and Unicredit are also acting as Joint Bookrunners alongside the Joint Global Coordinators.

The Issuer has agreed to a lock-up ending on the date falling 90 days after the pricing date of the Bonds for the issue of Shares and convertible securities, subject to customary exceptions.

 
IMPORTANT NOTICE

This announcement is published for information purposes only pursuant to Italian law and is not an investment proposal and, in any case, may not be used as or deemed to be a sale offer or an invitation to offer or purchase or sell securities to the public.

The documentation relating to the offer of the Bonds shall not be submitted to CONSOB (the Italian Securities Exchange Commission) for approval pursuant to applicable laws and regulations and, therefore, the Bonds may not be offered, sold or distributed to the public in the territory of the Republic of Italy other than to qualified investors, as defined by Article 100 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended (the “Italian Financial Services Act”), and pursuant to Article 34-ter, of CONSOB Regulation no. 11971 of 14 May 1999, as amended from time to time (the “CONSOB Regulation”), or in the other circumstances provided for by Article 100 of the Italian Financial Services Act and by the CONSOB Regulation.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer to sell securities or the solicitation of any offer to buy securities in the United States, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities mentioned in this announcement have not been and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), absent registration or exemption from registration under the Securities Act. There will be no public offer of the securities in the United States or in any other jurisdiction.

This announcement and the offering when made are only addressed to, and directed in, Member States of the European Economic Area which have implemented the prospectus directive, at persons who are “qualified investors” within the meaning of article 2(1)(e) of the Prospectus Directive. In addition, in the United Kingdom this announcement is being distributed only to, and is directed only at, qualified investors (i) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (financial promotion) Order 2005, as amended (the “Order”) and qualified investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated.

This announcement is not an offer to sell, nor a solicitation of an offer to buy any securities and any discussions, negotiations or other communications that may be entered into, whether in connection with the terms set out herein or otherwise, shall be conducted subject to contract. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Global Coordinators and the Joint Bookrunners or by any of their respective officers, employees or agents as to or in relation to the accuracy or completeness of this announcement, or any other written or oral information made available to any interested party or its advisers and any liability therefor is hereby expressly disclaimed.

Each of the Issuer, the Joint Global Coordinators and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

In connection with the offering of the Bonds, the Joint Global Coordinators and the Joint Bookrunners and any of their respective affiliates acting as an investor for its own account may take up the securities and in that capacity may retain, purchase or sell for its own account the securities or any other securities of the issuer or related investments, and may offer or sell the securities or other investments otherwise than in connection with the offering of the Bonds. The Joint Global Coordinators and the Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Milan, 20 March 2015

Bondholders