Schedule 13D/A

0000950123-09-073722.txt : 20091229 0000950123-09-073722.hdr.sgml : 20091229 20091229073014 ACCESSION NUMBER: 0000950123-09-073722 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091229 DATE AS OF CHANGE: 20091229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELECOM ITALIA S P A CENTRAL INDEX KEY: 0000948642 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61827 FILM NUMBER: 091262810 BUSINESS ADDRESS: STREET 1: PIAZZA DEGLI AFFARI 2 CITY: 20123 MILAN STATE: L6 ZIP: L6 BUSINESS PHONE: 011-39-02-8595-1 MAIL ADDRESS: STREET 1: PIAZZA DEGLI AFFARI 2 CITY: 20123 MILAN STATE: L6 ZIP: L6 FORMER COMPANY: FORMER CONFORMED NAME: STET SOCIETA FINANZIARIA TELEFONICA PA DATE OF NAME CHANGE: 19950727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELEFONICA S A CENTRAL INDEX KEY: 0000814052 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: GRAN VIA 28 CITY: 28013 MADRID STATE: U3 ZIP: 00000 BUSINESS PHONE: 00 34 91 584 0640 MAIL ADDRESS: STREET 1: GRAN VIA 28 CITY: 28013 MADRID STATE: U3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL TELEPHONE COMPANY OF SPAIN DATE OF NAME CHANGE: 19880708 SC 13D/A 1 c94055sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

Telecom Italia S.p.A.

(Name of Issuer)

Ordinary shares, nominal value euro 0.55 par value each

(Title of Class of Securities)

87927W10

(CUSIP Number)

Lucila Rodríguez Jorge
Telefónica, S.A.
28050 Madrid, Spain
Telephone: (+34) 91 4823734

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 22, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		87927W10

NAMES OF REPORTING PERSONS

TELEFÓNICA, S.A.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, BK

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

THE KINGDOM OF SPAIN

SOLE VOTING POWER

NUMBER OF

[None]

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,003,586,907*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

[None]

WITH

SHARED DISPOSITIVE POWER

3,003,586,907*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,003,586,907*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* 3,003,586,907 is the total number of Telecom Italia S.p.A. shares owned by Telco S.p.A., representing approximately 22.4% of Telecom Italia S.p.A.’s share capital. However, Telefónica, S.A. only owns 46.18% of Telco S.p.A.

SCHEDULE 13D

This Amendment No. 3 (this “Amendment”) amends the statement on Schedule 13D, dated October 31, 2007, as subsequently amended (the “Schedule 13D”), filed by Telefónica, S.A., a corporation organized under the laws of the Kingdom of Spain (“Telefónica”), with respect to the ordinary shares, euro 0.55 par value per share, of Telecom Italia S.p.A. (the “Telecom Italia Shares”), a company incorporated under the laws of the Republic of Italy (“Telecom Italia”). Except as expressly provided, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used in this Amendment No. 3 without definition have the meanings ascribed to them in the Schedule 13D.

Introduction

As previously described in Amendment No. 2 to Schedule 13D (filed on November 23, 2009 by Telefónica), on October 28, 2009, Sintonia S.A. (“SI”) requested, pursuant to Article 11(b) of the Shareholders Agreement, the non-proportional de-merger of Telco, with the assignment to SI of its pro rata share of the assets and liabilities of Telco (including 275,115,716 Telecom Italia Shares held by Telco representing approximately 2.06% of Telecom Italia share capital).

The terms of SI’s exit were approved on November 26, 2009, when an extraordinary general meeting of the Telco shareholders unanimously approved a proposal of the Telco board of directors to permit SI to exit Telco in a single transaction consisting of two parts (the “SI Exit Transaction”). The SI Exit Transaction was concluded on December 22, 2009 when Telco and SI executed a Purchase and Sale Agreement (the “SI Exit Agreement”), pursuant to which: (i) SI acquired the SI Telecom Italia Shares from Telco for consideration of euro 605,254,575.20 (equal to a price of euro 2.20 for each SI Telecom Italia Share) (the “SI Telecom Italia Share Transfer”); and (ii) Telco voluntarily reduced its share capital by acquiring and cancelling SI’s Telco shares (equal to 162,752,995 class A shares, constituting 8.39% of Telco’s share capital) for consideration of euro 293,461,160.95 (equal to a price of euro 1.80 for each Telco share) which is equal to the pro rata net asset value of SI’s interest in Telco as of December 15, 2009 (the “Telco Share Capital Reduction”).

Because cash consideration was payable under the SI Exit Agreement by both Telco and SI, pursuant to the SI Exit Agreement only a single net cash payment was made by SI to Telco of euro 311,793,414.25 (equal to the cash consideration due from SI to Telco of euro 605,254,575.20 in respect of the SI Telecom Italia Share Transfer minus the cash consideration due from Telco to SI of euro 293,461,160.95 in respect of the Telco Share Capital Reduction). An unofficial translation of the SI Exit Agreement is filed as Exhibit 18 hereto and the related Telco press release, dated December 22, 2009, is filed as Exhibit 19 hereto.

Items 3, 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented to add the following:

Item 3. Source and Amount of Funds or Other Consideration.

The Telco Share Capital Reduction did not require funds or other consideration for Telco to pay the cash consideration payable to SI of euro 293,461,160.95 because this amount was offset by the cash consideration payable from SI to Telco in connection with the SI Telecom Italia Share Transfer, as described in the Introduction to this Amendment.

Item 5. Interest in Securities of the Issuer.

Following the SI Exit Transaction, Telefónica together with the Italian Investors, through Telco, may be deemed to beneficially own 3,003,586,907 Telecom Italia Shares, representing approximately 22.4% of the outstanding Telecom Italia Shares. Telefónica may be deemed to have shared power to vote, or direct the vote, and shared power to dispose, or direct the dispositions of such Telecom Italia Shares. However, Telefónica only owns 46.18% of Telco.

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer.

SI EXIT AGREEMENT

The description of the SI Exit Agreement in the Introduction to this Amendment is incorporated herein by reference. The summary herein of certain material provisions of the SI Exit Agreement does not purport to be a full and complete description of such document and is entirely qualified by reference to the full text of the unofficial translation of such document attached as Exhibit 18 hereto.

Item 7. Materials to be Filed as Exhibits.


Exhibit 18:		Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation)

Exhibit 19:		Telco S.p.A. press release, dated December 22, 2009.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 29, 2009


TELEFÓNICA, S.A.
By:	/s/ María Luz Medrano Aranguren
	Name:	María Luz Medrano Aranguren
	Title:	Group General Vice Counsel

Exhibit Index


Exhibit No.

99.1		Co-Investment Agreement, dated as of April 28, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*

99.2		Amendment to the Co-Investment Agreement and the Shareholders’ Agreement, dated October 25, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*

99.3		Shareholders’ Agreement, dated as of April 28, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*

99.5		Share Purchase Agreement, dated May 4, 2007, by and among the Investors, Pirelli and Sintonia.*

99.6		The Announcement of the Board of Commissioners of the Brazilian National Telecom Italiamunications Agency (Anatel) related to the Transaction, dated October 23, 2007 (unofficial English translation).*

99.10		By-laws of Telco S.p.A. prior to November 19, 2007 (See exhibit 99.13) (unofficial English translation).*

99.11		Call Option Agreement, dated November 6, 2007, between Telefónica and Telco.*

99.12		Amendment to Shareholders Agreement and to Bylaws, dated November 19, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*

99.13		Amended and Restated By-laws of Telco (unofficial English translation).*

99.14		Letter of Adherence to the Call Option Agreement by Olimpia S.p.A., dated November 15, 2007.*

99.15		Renewal Agreement, dated October 28, 2009, by and among Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A., Generali Lebensversicherung A.G.), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A.*

99.16		Amendment Deed to the Call Option, dated October 28, 2009, by and between Telefónica S.A. and Telco S.p.A.*

99.17		Joint press release, dated October 28, 2009, issued by Telefónica S.A., Assicurazioni Generali S.p.A, Intesa Sanpaolo S.p.A. and Mediobanca S.p.A.*

99.18		Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation).

99.19		Telco S.p.A. press release, dated December 22, 2009.


*		Previously filed.

EX-99.18 2 c94055exv99w18.htm EXHIBIT 99.18 Exhibit 99.18

Exhibit 99.18

Confidential

Sintonia S.A.
Place d’Armes, 1
L-1136 - Luxembourg
to the kind attention of the Board of Directors

Milan, December 22, 2009

Via hand delivery

Dear Sirs,

We make reference to your proposal, that hereinunder we reproduce and sign as an indication of our full and unconditional acceptance:

“Confidential

Telco S.p.A.
Via Filodrammatici, 3
20121 Milano
to the kind attention of the Chairman of the Board of Directors

Luxembourg, December 22, 2009

Via hand delivery

Dear Sirs,

We make reference to our recent negotiations and we propose to you to sign the following Agreement:

AGREEMENT

FOR THE SALE AND PURCHASE OF SHARES

MADE BETWEEN

TELCO S.p.A., a company with registered office in Milan, at Via Filodrammatici 3, VAT No. 05277610969, represented herein by its legal representative, dr. Aldo Minucci, (the “Seller” or "Telco”);

- of the first part -

AND

Sintonia S.A., a company with registered office in Luxembourg, at Place d’Armes 1, L-1136 Luxembourg , VAT No. LU 21780724, represented herein by its special attorney, ing. Valerio Bellamoli, (the “Purchaser” or “Sintonia”);

- of the second part -

(herein, Telco and Sintonia are together the “Parties” and each a “Party”)

WHEREAS

A.		Telco holds 3,278,702,623 ordinary shares of Telecom Italia S.p.A., a company with registered office in Milan, at Piazza Affari 2 (“Telecom Italia”), equivalent to approximately 24.5 per cent. of the ordinary share capital of Telecom Italia;

B.		On 28 October 2009, Sintonia indicated that it did not wish to renew the shareholders’ agreement in place among the other shareholders of Telco, which had been entered into on 28 April 2007 and expires on 28 April 2010 (the “Shareholders’ Agreement”) and, in exercise of its right to request the non-proportional de-merger of Telco under article 11 of the Shareholders’ Agreement, (the “De-Merger”) — gave notice that it intended to cease to be a shareholder of Telco, and proposed, as an alternative to the De-Merger, a transaction under which: (a) the Telecom Italia shares that are held by Telco and relate to Sintonia’s percentage would be purchased for cash, at their book value (Euro 2.20 per Telecom Italia share); and (b) its participation in the share capital of Telco would be sold to Telco for cash at the corresponding net asset value resulting from the Telco’s balance sheet of as at October 31, 2009, approved by the Board of Directors of Telco as at November 26, 2009, (the “Valuation Balance Sheet”);

C.		Telco and its shareholders said that they were willing to take into consideration and reach agreement with Sintonia over technical forms different from the De-Merger, but equivalent thereto provided they did not burden Telco and its shareholders with additional charges or liabilities, with the common objective of completing Sintonia’s sale of its shareholding in Telco as rapidly as was technically possible;

D.		Upon conclusion of the enquiries that were made, the alternative to the De-Merger described in recital B was approved by the Boards of Directors of Telco and Sintonia in their meetings of 26 November 2009 and 18 November 2009, respectively;

E.		Sintonia will cease to be a shareholder of Telco through the following transactions, which are linked and form an indivisible whole, and will take place on the same date as part of a single event: (i) the sale for cash by Telco to Sintonia (the “Telecom Italia Share Sale”), of 275,115,716 ordinary shares of Telecom Italia (the “Telecom Italia Shares”), equivalent to 2.06 per cent. of the ordinary share capital of Telecom Italia, at a price of Euro 2.20 per share, and thus for an aggregate price of Euro 605,254,575.20; (ii) the sale for cash by Sintonia to Telco (the “Telco Share Sale”, and together with the Telecom Italia Share Sale, the “Sales”), of 162,752,995 Class A shares of Telco (the “Telco Shares”), constituting the whole of Sintonia’s participation in Telco’s share capital (equivalent to 8.39 per cent. of Telco), at a price of around Euro 1.80 per share, and thus for an aggregate price of Euro 293461160.95, calculated on the basis of the net asset value of Telco on the basis of the balance sheet indicated in article 2.3 below; (iii) the cancellation by Telco of the Telco Shares pursuant to and for the purposes of article 2357-bis, first paragraph, part (1), of the Civil Code, with a corresponding voluntary reduction of the share capital subject to discharge of the requirements of article 2445 of the Civil Code; and

F.		In order to document the Sales, the Parties wish to enter into this agreement (the “Agreement”);

THE PARTIES HEREBY AGREE as follows;

RECITALS AND SCHEDULES DEFINITIONS

1.1		The recitals and schedules hereto form an integral and substantial part of this Agreement.

1.2		Terms and expressions used in this Agreement with an initial capital letter shall have the following meanings:

THE SALES

2.1		Upon the terms and conditions of this Agreement, as at the date hereof Telco shall sell to Sintonia, and Sintonia shall accept and purchase, the Telecom Italia Shares, being more precisely 275,115,716 (two hundred and seventy-five million, one hundred and fifteen thousand, and seven hundred and sixteen) ordinary shares of Telecom Italia of nominal value Euro 0.55 (zero point fifty-five Euros) each and to which dividends accrue as normal, representing approximately 2.06 per cent. of Telecom Italia’s ordinary share capital, for a price of Euro 2.20 (two point two zero Euros) for each ordinary share of Telecom Italia (the “Price per Telecom Italia Share”), multiplied by the number of Telecom Italia Shares, and thus in aggregate Euro 605,254,575.20 (six hundred and five million, two hundred and fifty-four thousand, five hundred and seventy-five Euros and twenty cents, the “Telecom Italia Aggregate Price”).

2.2		The Telecom Italia Share Sale described in Article 2.1 above shall take place outside the regulated market through an authorised intermediary to conduct such transactions, which has been instructed under the terms set forth in Schedule A.

2.3		Upon the terms and conditions of this Agreement, as at the date hereof Sintonia shall sell to Telco, and Telco shall accept and purchase, the Telco Shares, being more precisely 162,752,995 (one hundred and sixty-two million, seven hundred and fifty-two thousand, and nine hundred and ninety-five) Class A shares of Telco, for which the nominal value is not indicated and to which dividends accrue as normal, representing approximately 8.39 per cent. of Telco’s ordinary share capital, for a price of Euro 1.80 ([•] Euros) for each ordinary share of Telco (the “Price per Telco Share”), multiplied by the number of Telco Shares, and thus in aggregate Euro 293461160.95 ([•] Euros, the “Telco Aggregate Price”). The Parties mutually acknowledge that the Price per Telco share and hence the Telco Aggregate Price has been determined on the basis of the Telco net asset value resulting from the Telco balance sheet as at 15 December 2009 (the “Closing Balance Sheet”), prepared on the basis of the same criteria used for the Valuation Balance Sheet.

2.4		Since Telco and Sintonia shall, by completing this Agreement, have obligations to one another that fall within article 1241 et seq. of the Civil Code, the two liabilities shall be set off against another up to their full amount, and accordingly pursuant to the terms of this Agreement, the only payment in cash that shall be made in order to complete the Sales shall be that by Sintonia to Telco in the amount of the difference between the Telecom Italia Aggregate Price and the Telco Aggregate Price and accordingly an aggregate amount of Euro 311793414.25 ([•]) Euros (the “Cash Balance”).

2.5		The Parties acknowledge and agree that the Cash Balance shall be paid, together and at once with the transfer of the shares object of the Sales, by means of cash transfer on the current account n. IT 68 X 03069 12711 000010359843 registered in the name of Mediobanca S.p.A. (swift code BAMEITMMXXX) in its quality of banca agente, open at Intesa Sanpaolo S.p.A. — filiale di Parma (swift code BCITITMMXXX) (the “Current Account”). For this purpose Telco delegates Sintonia, pursuant to article 1268, 1° comma, of the Civil Code, to pay the Cash Balance in favour of Mediobanca S.p.A. and Intesa Sanpaolo according to the modalities indicated above, which, in their turn, are creditors of Telco. Also pursuant to article 1271 of the Civil Code, Sintonia renounces to oppose to Mediobanca S.p.A. and to Intesa Sanpaolo S.p.A. each and every exception relating to its relationship with the same Mediobanca S.p.A. and Intesa Sanpaolo S.p.A., it being understood and agreed among the Parties that Telco shall be released to its obligation to pay the Cash Balance only once the Cash Balance is credited in the Current Account.

2.6		The Parties acknowledge and agree that the Sales under Articles 2.1 and 2.3 above are parts of a single, unified transaction and accordingly they are indivisibly connected, with the consequence that neither of the aforementioned sales may be deemed effective until such time as the obligations in relation to both sales have been completed and performed in full, and the alienation thereunder has taken full effect.

MISCELLANEOUS

3.1		The expenses related to the transfer of the Telecom Italia Shares, and any tax connected or related to the transfer of the Telecom Italia Shares, or the completion of this Agreement, shall be borne 50 per cent. by each of the Parties, with the exception of their respective legal expenses, which are and shall remain payable solely by the relevant Party.

3.2		Any tolerance by one of the Parties of a breach by the other Party of one or more provisions of the Agreement shall not constitute and may not be interpreted as a waiver by the relevant Party of the rights it holds in consequence of such breach. Any such tolerance may be effective only where set forth in a written document duly executed by the relevant Party and in relation only to the rights to which such Party is entitled.

3.3		The Parties expressly acknowledge that the terms of this Agreement constitutes an aleatory agreement within the meaning of article 1469 of the Civil Code, and consequently they hereby waive any rights to bring: (a) the general action for termination for undue influence, pursuant to article 1448 of the Civil Code; (b) the application for termination by reason of an excessive onerousness, pursuant to article 1467 of the Civil Code; and (c) the application for reduction of these terms, pursuant to article 1468 of the Civil Code.

3.4		Telco represents and warrants to Sintonia, to the extent relevant, that: (a) it has the Telecom Italia Shares at its full and unencumbered disposal, and it is able to dispose of the same, having obtained all approvals from relevant corporate bodies; and (b) it has sole title to the Telecom Italia Shares, and they are free of pledges, usufructs, charges, restrictions, encumbrances, security or other third-party rights.

3.5		Sintonia represents and warrants to Telco, to the extent relevant: (a) it has the Telco Shares at its full and unencumbered disposal, and it is able to dispose of the same, having obtained all approvals from relevant corporate bodies; and (b) it has sole title to the Telco Shares, and they are free of pledges, usufructs, charges, restrictions, encumbrances, security or other third-party rights.

3.6		The Parties mutually acknowledge and agree that every existing liability (with the exception of those already included on the Closing Balance Sheet, which have thus been taken into consideration in the determination of the Telco Aggregate Price) and also every potential liability in respect of Telco (including, by way of illustration but without limitation, liabilities which could arise from the administrative procedures and the litigation in progress in Argentina in relation to the acquisition by Telco of its participation in Telecom Italia through the acquisition of the complete share capital of Olimpia S.p.A.) that is related to the period prior to the execution of this Agreement, shall be sustained by Sintonia and by Telco, respectively, in the same proportion in which such companies would have sustained the foregoing if Sintonia had been the beneficiary of the Telecom Italia Shares Subject to Disposal via the De-Merger transaction and hence the provision envisaged under article 2506 and following articles of the Italian Civil Code would have been applicable. Therefore, each Party shall stand surety for and hold the other Party harmless in relation to the liabilities to which the latter may be subject and which instead maybe referable to the former, pursuant to the provisions envisaged under this article 3.6. Telco shall: (i) maintain Sintonia promptly informed in relation to any administrative and/or litigation proceedings, domestic or international, already pending or that may be commenced against it, in relation to events related to the period prior to the execution of this Agreement, as well as to the subsequent course of those administrative and/or litigation proceedings, including by direct access to the counsel appointed by Telco, and by means of granting an attendee appointed by Sintonia with the right of participation in the Board of Directors’ meetings of Telco during which such proceedings will be discussed; and (ii) in good faith evaluate any reasonable indications from Sintonia in relation to the conduct of such proceedings.

NOTICES

4.1

Any notice to be sent to the Parties shall be sent by recorded delivery (with advice of delivery), with an advance copy by fax, to the following addresses:

	(a)		where to Telco, to: Telco S.p.A. Via Filodrammatici, 3 20121 Milan Attention: Chair Aldo Minucci Fax No. +39 028829838

	(b)		where to Sintonia, to: Sintonia S.A. Place d’Armes, 1 L-1136 — Luxembourg c.a. Ing. Valerio Bellamoli Fax n.: +352 26266221

4.2		Each of the Parties may use the means indicated above to give notice of changes to their address, or any other details. The Parties hereby agree that the addresses provided above, or such other addresses as they may notify in the future, shall also be the Parties’ addresses for service for all purposes regarding this Agreement, including for any service of court documents.

4.3		Any amendment to this Agreement shall be made under a written document signed by the Parties, or by their respective successors or assigns. In the absence of such a written document, no amendment shall take effect.

4.4		This Agreement shall be binding between the Parties and their respective successors and assigns, on any basis and on any ground. Subject always to the above, this Agreement shall not be capable of assignment by either of the Parties, except as the Parties may agree in writing.

GOVERNING LAW — ARBITRATION

5.1		This Agreement shall be made subject to and governed by Italian law.

5.2.		Any dispute regarding the interpretation, performance or termination of this Agreement shall be exclusively for the jurisdiction of the Courts of Milan.

Schedules:
A: Irrevocable instructions as to the transfer of shares

* * * * *

If you agree with the above proposal, please reproduce the text of this Agreement and send us a copy duly initialed in each page and signed as an indication of your full and unconditional acceptance of this Agreement.

Sintonia S.A.

”

* * * * *

As an indication of our full and unconditional acceptance of this Agreement

Telco S.p.A.

EX-99.19 3 c94055exv99w19.htm EXHIBIT 99.19 Exhibit 99.19

Exhibit 99.19

TELCO S.p.A.

Registered office: Via Filodrammatici 3, Milan, Italy
Share capital: € 3,588,288,430.80 fully paid up
Registration no. in Milan Companies’ Register,
Tax identification code and VAT no.: 05277610969

PRESS RELEASE

Telco and Sintonia have today completed (i) the acquisition in cash by Sintonia of the Telecom Italia shares held by Telco attributable to it pro-rata (approx. 275.1 million ordinary shares, equal to 2.06% of the ordinary share capital) at a price of €2.2 per share for a total outlay of approx. €605m; and (ii) the acquisition by Telco of Sintonia’s entire shareholding Sintonia in the share capital of Telco (approx. 162.8 million class A shares, equal to 8.39% of the share capital). On even date the Board of Directors has acknowledged the resignation of Mr. Valerio Bellamoli, board member designated by Sintonia, and has appointed Mr. Oliviero Pessi.

The surplus on the transaction, which amounts to approx. €312m, has been used by Telco to repay part of the credit lines falling due at the year-end. The remainder of the loans due by end-December 2009 have been extended until 11 January 2010. In line with the undertakings disclosed on 18 November 2009, the shareholders have committed to subscribe, pro-rata to their respective interests in the share capital, to a bond issue by the company in an amount of up to €2.6bn. In addition, the company is in negotiations with leading banks to receive credit lines of up to €1.4bn to be used to reduce the shareholders’ commitments with respect to the bond issue.

Milan, 22 December 2009