Report of Foreign Issuer (6-k)
05 Juni 2019 - 12:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JUNE 2019
TIM S.p.A.
(Translation of registrants name into English)
Via Gaetano Negri 1
20123 Milan, Italy
(Address of principal executive offices)
Indicate by
check mark whether the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F:
FORM
20-F ☒ FORM
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the
Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information
to the Commission pursuant to Rule
12g3-2(b)
under the Securities Exchange Act of 1934.
YES ☐ NO ☒
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b):
82-
Press Release
TIM
reaches a binding agreement to sell its shareholding in Persidera S.p.A.
Rome, 5 June 2019
TIM S.p.A. and GEDI Gruppo Editoriale S.p.A. have reached a binding agreement with F2i and EI Towers S.p.A. for the sale of their holding in Persidera S.p.A.
respectively, 70% and 30% of the share capital - based on an enterprise value of 240 million.
The deal remains subject to approval by
the competent authorities and involves the demerger of Persidera into two separate entities before closing, expected to take place in the last quarter of 2019, given the timeline for authorisation to take place. One of the demerged entities will
continue to hold Persideras five digital terrestrial frequencies and associated revenue-earning contracts and staff, while the other will absorb all the network infrastructure and associated staff. F2i will acquire the entire share capital of
the new Persidera while EI Towers will acquire 100% of the new network infrastructure company.
The expected overall impact on the Groups NFP
reduction in 2019 is of approximately 160 million; such amount includes the consideration for the 70% held to be collected at the closing, the dividends distributed by the company and the effect of the deconsolidation of
Persideras debt.
The deal is consistent with TIMs Industrial Plan disclosed to the market on 21 February 2019 and is part of the wider
process of streamlining the companys portfolio and focusing on its core business. The agreement is also consistent with TIM and GEDIs plan to enhance and extract value from Persidera since they created their partnership in 2015 by
integrating their respective television frequencies and associated assets.
TIM Press Office
+39 06 3688 2610
https://www.telecomitalia.com/media
Twitter: @TIMnewsroom
TIM Investor Relations
+39 06 3688 2807
https://www.telecomitalia.com/investor_relations
Cautionary Statement for Purposes of the Safe Harbor Provisions of the United States Private
Securities Litigation Reform Act of 1995.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. The Groups financial report for the three months ended March 31, 2019 included in this Form
6-K
contains certain forward-looking statements. Forward-looking statements are statements
that are not historical facts and can be identified by the use of forward-looking terminology such as believes, may, is expected to, will, will continue, should,
seeks or anticipates or similar expressions or the negative thereof or other comparable terminology, or by the forward-looking nature of discussions of strategy, plans or intentions.
Actual results may differ materially from those projected or implied in the forward-looking statements. Such forward-looking information is based on certain
key assumptions which we believe to be reasonable but forward-looking information by its nature involves risks and uncertainties, which are outside our control, that could significantly affect expected results.
The following important factors could cause our actual results to differ materially from those projected or implied in any forward-looking statements:
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1.
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our ability to successfully implement our strategy over the 2019-2021 period;
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2.
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the continuing effects of the global economic crisis in the principal markets in which we operate, including,
in particular, our core Italian market;
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3.
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the impact of regulatory decisions and changes in the regulatory environment in Italy and other countries in
which we operate;
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4.
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the impact of political developments in Italy and other countries in which we operate;
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5.
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our ability to successfully meet competition on both price and innovation capabilities of new products and
services;
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6.
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our ability to develop and introduce new technologies which are attractive in our principal markets, to manage
innovation, to supply value added services and to increase the use of our fixed and mobile networks;
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7.
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our ability to successfully implement our internet and broadband strategy;
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8.
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our ability to successfully achieve our debt reduction and other targets;
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9.
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the impact of fluctuations in currency exchange and interest rates and the performance of the equity markets in
general;
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10.
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the outcome of litigation, disputes and investigations in which we are involved or may become involved;
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11.
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our ability to build up our business in adjacent markets and in international markets (particularly in Brazil),
due to our specialist and technical resources;
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12.
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our ability to achieve the expected return on the investments and capital expenditures we have made and
continue to make in Brazil;
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13.
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the amount and timing of any future impairment charges for our authorizations, goodwill or other assets;
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14.
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our ability to manage and reduce costs;
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15.
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any difficulties which we may encounter in our supply and procurement processes, including as a result of the
insolvency or financial weaknesses of our suppliers; and
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16.
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the costs we may incur due to unexpected events, in particular where our insurance is not sufficient to cover
such costs.
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The foregoing factors should not be construed as exhaustive. Due to such uncertainties and risks, readers are cautioned not
to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or
circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: June 5, 2019
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TIM S.p.A.
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BY:
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/s/ Umberto Pandolfi
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Umberto Pandolfi
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Company Manager
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