CANCELS AND REPLACES THE PREVIOUS ONE BOARD APPROVES MANDATORY CONVERTIBLE BOND UP TO 1,3 BILLION EUROS
November 08 2013 - 1:02AM
Italian Regulatory (Text)
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 of America, Canada, Australia, Japan or in any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction. This announcement is not an
offer of securities for sale nor solicitation to purchase or
subscribe for securities, in or into the United States of America,
Australia, Canada or Japan. Please see the important notice at the
end of this announcement
PRESS RELEASE
TELECOM ITALIA: BOARD APPROVES MANDATORY CONVERTIBLE BOND UP TO 1,3
BILLION EUROS Launch of an offer of up to EUR 1,300 million Fixed
Rate Guaranteed Subordinated Mandatory Convertible Bonds due
November 2016 consisting of Fixed Rate Guaranteed Subordinated
Mandatory Convertible Bonds due November 2016 convertible into
ordinary shares (the "Ordinary Share Bonds") and Fixed Rate
Guaranteed Subordinated Mandatory Convertible Bonds due November
2016 convertible into savings shares (the "Savings Share Bonds") to
be issued by Telecom Italia Finance S.A. (the "Issuer"), each to be
guaranteed by Telecom Italia S.p.A. (the "Guarantor")
Milan, 7 November 2013 Telecom Italia S.p.A. announces the launch
of an offer of up to EUR 1,300 million Fixed Rate Guaranteed
Subordinated Mandatory Convertible Bonds due November 2016
consisting of Fixed Rate Guaranteed Subordinated Mandatory
Convertible Bonds due November 2016 convertible into ordinary
shares (the "Ordinary Share Bonds") and Fixed Rate Guaranteed
Subordinated Mandatory Convertible Bonds due November 2016
convertible into savings shares (the "Savings Share Bonds") to be
issued by Telecom Italia Finance S.A. (the "Issuer"), each to be
guaranteed by Telecom Italia S.p.A. (the "Guarantor"), with a
preference to maximise the issuance of Ordinary Share Bonds,
consistent with market demand. The institutional bookbuilding
period will commence concurrently with this announcement and is
expected to end as soon as practicable and in any event no later
than Friday 8 November 2013. However, the Joint Bookrunners of the
offering reserve the right to end the bookbuilding period at any
time. The offering is being made to institutional investors only,
outside the United States - subject to certain exceptions -,
Australia, Canada and Japan, in offshore transactions to non-U.S.
persons (in reliance on Regulation S). Purchase orders from
eligible institutional investors that are also shareholders of
Telecom Italia S.p.A. may receive priority treatment in the
allocation process. The Guarantor will convene an Extraordinary
General Meeting (the "EGM") to be held no later than the end of
February 2014 (the "Shareholder Approval Specified Date") to seek
shareholders' approval, pursuant to article 2441 of the Italian
Civil Code, in respect of the increase in share capital of the
Guarantor and disapplication of preferential subscription rights to
enable the issue of ordinary shares and saving shares on conversion
of the Bonds and the removal of the par values of the ordinary and
saving shares (the "Shareholder Resolutions"). After such approval,
the Issuer shall give notice to bondholders (the "Physical
Settlement Notice") that in respect of conversions where the
Conversion Date falls after the giving of such notice, the
Guarantor will deliver Shares in respect of such conversion. If the
Shareholder Resolutions are not passed by the Shareholder Approval
Specified Date, the Issuer may, by giving notice no later than 10
days after the Shareholder Approval Specified Date (the "Fair
Market Call Notice"), elect to redeem all but not some only of the
Bonds at (i) 102% of the principal
amount of the Bonds, together with accrued interest and any arrears
of interest plus (ii) if the current conversion value of the Bonds
being redeemed exceeds their initial conversion value, an amount
equal to 85% of the amount determined by subtracting the initial
conversion value of such Bonds from their current conversion value.
The Bonds will mature in November 2016 (3 years), will be in
registered form in the denomination of EUR 100,000 each and will be
issued at 100% of the principal amount. The Ordinary Share Bonds
will be mandatorily convertible into fully paid ordinary shares of
the Guarantor (the "Ordinary Shares") and the Savings Share Bonds
will be mandatorily convertible into fully paid savings shares of
the Guarantor (the "Saving Shares" and together with the Ordinary
Shares, the "Shares") at maturity unless earlier converted at the
option of bondholders or the Issuer or upon the occurrence of
specified special events in accordance with the terms and
conditions of the Bonds. The Bonds are expected to pay a coupon in
the range of 5.75% and 6.50% per annum in respect of the Ordinary
Share Bonds and in the range of 5.75% and 6.50% per annum in
respect of the Savings Share Bonds. The minimum conversion price of
each series of the Bonds will be equal to the VWAP of the relevant
Shares between the open and close of Borsa Italiana on Friday 8
November 2013. The initial maximum conversion price in respect of
the Ordinary Share Bonds is expected to be set in a range of 120%
and 125% of the minimum conversion price of such Bonds and the
initial maximum conversion price in respect of the Savings Share
Bonds is expected to be set in a range of 120% and 125% of the
minimum conversion price of such Bonds. Final amount of each
series, final coupon and final premium are expected to be announced
before the opening of Borsa Italiana on 8 November 2013. The
minimum and maximum conversion prices of the two series will be
announced in a separate press release after the close of Borsa
Italiana on 8 November 2013. Settlement of the Bonds is expected to
occur on 15 November 2013. The Issuer intends to use the issue
proceeds for its general corporate purposes and may not use such
proceeds to provide any form of financing to, or guarantee in
favour of, the Guarantor. The Issuer and the Guarantor have agreed
to a lock-up commencing today and ending on the date falling 90
days after the settlement date of the Bonds for shares and
convertible securities, subject to customary exceptions such as in
relation to employee share option plans. An application will be
made to admit the Bonds to trading on an internationally
recognized, regularly operating, regulated or non-regulated, stock
exchange, as determined by the Issuer, no later than 15 March 2014.
Telecom Italia S.p.A. reminds that as of today its ratings are:
Ba1/Negative outlook for Moody's, BBB/CreditWatch Negative for
Standard & Poor's to be resolved by the end of November and
BBB-/Negative Outlook for Fitch. With respect to the rating and the
CreditWatch situation with Standard & Poor's, please take due
note of the agency's press release dated October 7, 2013. With
respect to the rating and the Negative Outlook situation with
Moody's, please take due note of the agency's press release dated
October 8, 2013. With respect to the rating and Negative Outlook
with Fitch, please take due note of the agency's press release
dated October 4, 2013.
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IMPORTANT NOTICE This announcement is for information purposes only
and is not intended to constitute, and should not be construed as,
an offer to sell or a solicitation of any offer to buy the
securities of Telecom Italia Finance S.A. (the "Issuer"), the
guarantees of Telecom Italia S.p.A. (together with the Issuer, the
"Company"), or the ordinary shares or saving shares into which the
Bonds are convertible (collectively, the "Securities") in the
United States, Australia, Canada, Japan or in any other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction. These
materials are not an offer for sale of securities in the United
States. None of the Securities have been, or will be, registered
under the United States Securities Act of 1933, as amended (the
"Securities Act"). Consequently, such Securities may not be offered
or sold in the United States or to, or for the account or benefit
of, U.S. persons (as such terms are defined in Regulation S under
the Securities Act), absent registration or an exemption from the
applicable registration requirements under the Securities Act. The
Company does not intend to register any part of the offerings in
the United States or to conduct a public offering of the Securities
in the United States. This announcement is directed only at persons
(i) who are outside the United Kingdom or (ii) 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") or (iii)
who fall within Article 49(2)(a) to (d) of the Order or (iv) to
whom this announcement may otherwise be directed without
contravention of section 21 of the Financial Services and Markets
Act 2000 (all such persons together being referred to as "Relevant
Persons"). This announcement is directed only at Relevant Persons
and must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which
this announcement relates is available only to Relevant Persons and
will be engaged only with Relevant Persons. In addition, if and to
the extent that this announcement is communicated in, or the
offered Securities to which it relates is made in, any EEA member
state that has implemented Directive 2003/71/EC (together with any
applicable implementing measures in any member state, the
"Prospectus Directive"), the Offerings are only addressed to and
directed at persons in that member state who are "qualified
investors" within the meaning of the Prospectus Directive (or who
are other persons to whom the offer may lawfully be addressed) and
must not be acted on or relied on by other persons in that member
state. No action has been taken by the Company that would permit an
offer of Securities or the possession or distribution of these
materials or any other offering or publicity material relating to
such Securities in any jurisdiction where action for that purpose
is required. The release, publication or distribution of these
materials in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which they are
released, published or distributed, should inform themselves about,
and observe, such restrictions.
Telecom Italia Press Office
+39 06 3688 2610 www.telecomitalia.com/media
Telecom Italia Investor Relations
+39 02 8595 4131
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www.telecomitalia.com/investorrelations
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