TELECOM ITALIA S.P.A.: FINAL TERMS OF THE SUCCESSFUL PLACEMENT OF EUR 1,300 MILLION MANDATORY CONVERTIBLE BONDS DUE NOVEMBER ..
08 November 2013 - 7:36PM
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 S.P.A.: FINAL TERMS OF THE SUCCESSFUL PLACEMENT OF
EUR 1,300 MILLION MANDATORY CONVERTIBLE BONDS DUE NOVEMBER 2016
Telecom Italia S.p.A. announces the final pricing of the EUR 1,300
million 6.125% Guaranteed Subordinated Mandatory Convertible Bonds
due November 2016 convertible into ordinary shares (the "Ordinary
Share Bonds") issued by Telecom Italia Finance S.A. (the "Issuer"),
to be guaranteed by Telecom Italia S.p.A. (the "Guarantor") The
minimum conversion price of the Ordinary Share Bonds has been set
at EUR 0.6801 (equal to the VWAP of the Shares between the open and
close of Borsa Italiana on Friday 8 November 2013) and the maximum
conversion price has been set at EUR 0.8331 (equal to 122.5% of the
minimum conversion price) Proceeds of the Bonds to be used for the
Issuer's general corporate purposes
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Milan, 8 November 2013 Following the press release issued on 8
November 2013, Telecom Italia S.p.A. announces the final pricing of
the EUR 1,300 million 6.125% Guaranteed Subordinated Mandatory
Convertible Bonds due November 2016 convertible into ordinary
shares (the "Ordinary Share Bonds") issued by Telecom Italia
Finance S.A. (the "Issuer"), guaranteed by Telecom Italia S.p.A..
The Ordinary Share 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 minimum
conversion price of the Ordinary Share Bonds has been set at EUR
0.6801 (equal to the VWAP of the Shares between the open and close
of Borsa Italiana on Friday 8 November 2013) and the maximum
conversion price has been set at EUR 0.8331 (equal to 122.5% of the
minimum conversion price). Settlement of the Ordinary Share Bonds
is expected to occur on 15 November 2013. An application will be
made to admit the Ordinary Share Bonds to trading on an
internationally recognized, regularly operating, regulated or
non-regulated, stock exchange, as determined by the Issuer, no
later than 15 March2014.
The offering is being made to qualified institutional investors
only, outside the United States (subject to certain limited
exceptions), in offshore transactions to non-U.S. persons (in
reliance on Regulation S) and may be subject to restrictions in
other jurisdictions.
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.
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Telecom Italia Press Office
+39 06 3688 2610 www.telecomitalia.com/media
Telecom Italia Investor Relations
+39 02 8595 4131 www.telecomitalia.com/investorrelations
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