0001193125-17-300607.txt : 20171002 0001193125-17-300607.hdr.sgml : 20171002 20171002124256 ACCESSION NUMBER: 0001193125-17-300607 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20171002 DATE AS OF CHANGE: 20171002 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIM 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: 171113702 BUSINESS ADDRESS: STREET 1: VIA GAETANO NEGRI 1 CITY: 20123 MILAN STATE: L6 ZIP: L6 BUSINESS PHONE: 0039-02-8595-1 MAIL ADDRESS: STREET 1: VIA GAETANO NEGRI 1 CITY: 20123 MILAN STATE: L6 ZIP: L6 FORMER COMPANY: FORMER CONFORMED NAME: TELECOM ITALIA S P A DATE OF NAME CHANGE: 19970926 FORMER COMPANY: FORMER CONFORMED NAME: STET SOCIETA FINANZIARIA TELEFONICA PA DATE OF NAME CHANGE: 19950727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIVENDI CENTRAL INDEX KEY: 0001127055 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 42 AVENUE DE FRIEDLAND CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 01133171711001 MAIL ADDRESS: STREET 1: 42 AVENUE DE FRIEDLAND CITY: PARIS STATE: I0 ZIP: 75008 FORMER COMPANY: FORMER CONFORMED NAME: VIVENDI UNIVERSAL DATE OF NAME CHANGE: 20001025 SC 13D/A 1 d464067dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

 

 

Telecom Italia S.p.A.

(Name of Issuer)

Ordinary Shares with no nominal value

(Title of Class of Securities)

87927W10

(CUSIP Number)

George E. Bushnell III, Esq.

Senior Vice President and Deputy General Counsel

Vivendi S.A

1755 Broadway

New York, New York 10019

Telecopy: (212) 445-3812

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

September 28, 2017

(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.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

 

 

 

  1.   

Names of Reporting Person.

I.R.S. Identification Nos. of above persons (entities only)

 

Vivendi S.A.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC, AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

France

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

3,640,109,990

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

3,640,109,990

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,640,109,990

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

23.943%

14.  

Type of Reporting Person (See Instructions)

 

HC

 

2

This Amendment No. 17 (this “Amendment”) amends and supplements the Schedule 13D filed on July 1, 2015 (the “Original Filing”), as amended by Amendment No. 1 filed on October 5, 2015 (“Amendment No. 1”), Amendment No. 2 filed on October 23, 2015 (“Amendment No. 2”), Amendment No. 3 filed on December 17, 2015 (“Amendment No. 3”), Amendment No. 4 filed on January 20, 2016 (“Amendment No. 4”), Amendment No. 5 filed on February 19, 2016 (“Amendment No. 5”), Amendment No. 6 filed on March 1, 2016 (“Amendment No. 6”), Amendment No. 7 filed on March 11, 2016 (“Amendment No. 7”), Amendment No. 8 filed on May 10, 2016 (“Amendment No. 8”), Amendment No. 9 filed on May 20, 2016 (“Amendment No, 9”), Amendment No, 10 filed on November 22, 2016 (“Amendment No. 10), Amendment No. 11 filed on December 6, 2016 (“Amendment No. 11”), Amendment No. 12 filed on December 7, 2016 (“Amendment No. 12”) Amendment No. 13 filed on April 14, 2017 (“Amendment No. 13), Amendment No. 14 filed on May 10, 2017 (“Amendment No. 14”), Amendment No, 15 filed on June 2, 2015 (“Amendment No, 15”) and Amendment No. 16 filed on July 31, 2017 (“Amendment No. 16”, and together with the Original Filing and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 Amendment No. 12, Amendment No. 13, Amendment No, 14, and Amendment No, 15, the “Schedule 13D”) by the Filing Person relating to the ordinary shares, without nominal value (the “Shares”), of Telecom Italia S.p.A., a company formed under the laws of the Republic of Italy (the “Issuer” or the “Company”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment. Each capitalized term used herein but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of the Transaction

Item 4 is hereby amended and supplemented by the addition of the following:

At a meeting held on September 28, 2017, the Issuer’s Board of Directors: (i) co-opted Amos Genish onto the Company’s Board of Directors and appointed him Chief Executive Officer of the Company; (ii) defined new governance arrangements, including the powers granted to the Company’s Executive Chairman, who is presently Arnaud de Puyfontaine (who also serves as Vivendi’s Chief Executive Officer), the Company’s Executive Deputy Chairman, and the Company’s Chief Executive Officer; and (iii) approved the principal of the creation of a joint venture with Canal+, a wholly-owned subsidiary of Vivendi. In addition, the Company’s Board of Directors has also updated the Company’s procedures for performing transactions with related parties, to take account of the ruling with which Consob deemed the Company subject to de facto control by Vivendi. Please see Exhibit 1 for more details.

Signature

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

Dated: October 2, 2017

 

VIVENDI S.A.
By:  

/s/ George E. Bushnell III

  Name:   George E. Bushnell III
  Title:   Senior Vice President
    & Deputy General Counsel

SCHEDULE I-A

The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of Vivendi are set forth below.

Unless otherwise specified, each person listed below is a citizen of France.

 

Name

   

Present principal occupation or employment

   

Principal Business Address and Citizenship (if other than
France)

Management Board      

Arnaud de Puyfontaine            

    Chairman of the Management Board and CEO, Vivendi    42, avenue de Friedland, 75008 Paris, France

Gilles Alix

   

Chief Executive Officer, Bolloré

Group

    42, avenue de Friedland, 75008 Paris, France

Cédric de Bailliencourt

   

Chief Financial Officer, Bolloré

Group

    42, avenue de Friedland, 75008 Paris, France

Stéphane Roussel

    Chief Operating Officer, Vivendi and Chief Executive Officer, Gameloft SE    42, avenue de Friedland, 75008 Paris, France

Frédéric Crépin

    Senior Executive Vice President and Group General Counsel, Vivendi    42, avenue de Friedland, 75008 Paris, France

Simon Gillham

    Chairman of Vivendi Village, Senior Executive Vice President, Communications, Vivendi    42, avenue de Friedland, 75008 Paris, France
Supervisory Board      

Vincent Bolloré

    Chairman of the Supervisory Board, Vivendi    42, avenue de Friedland, 75008 Paris, France

Philippe Bénacin

    Vice Chairman of the Supervisory Board, Co-Founder and Chairman and Chief Executive Officer, Interparfums SA    4, rond-point des Champs-Élysées 75008 Paris – France

Tarak Ben Ammar

    Chairman of the Board and Managing Director, Quinta Communications    32-34, rue Poussin, 75016 Paris – France Tunisian citizen

Yannick Bolloré

    Chairman and Chief Executive Officer, Havas Group   

29/30, quai de Dion Bouton

Puteaux Cedex 92800 – France

Paulo Cardoso

    Assistant Treasurer, Vivendi    42, avenue de Friedland, 75008 Paris, France

Dominique Delport

    Global Managing Director and Chief Client Officer, Havas    29/30, Quai de Dion-Bouton, 92800 Puteaux, France

Véronique Driot-Argentin

    Training Manager, Vivendi    42, avenue de Friedland, 75008 Paris, France

Aliza Jabès

    Chairwoman, Nuxe group    19, rue Péclet, 75015 Paris, France

Cathia Lawson-Hall

    Senior Banker and Head of Financial Institutions Group for Africa, Société Générale   

17, Cours Valmy

92800 Paris La Défense 7, France

Sandrine Le Bihan

    Group Company Directory and Database Manager, Vivendi    42, avenue de Friedland, 75008 Paris, France

Virginie Morgon

    Deputy Chief Operating Officer and member of the Management Board, Eurazeo    1, rue Georges Berger, 75017 Paris – France

Katie Stanton

    Chief Marketing Officer, Color Genomics   

1801 Murchison Dr #128, Burlingame, CA 94010, USA

American citizen

 EX-99.1 2 d464067dex991.htm EX-99.1 EX-99.1

Exhibit 1

 

LOGO

PRESS RELEASE

TIM: AMOS GENISH APPOINTED CHIEF EXECUTIVE OFFICER

Rome, 28 September 2017

The Board of Directors of TIM met today chaired by Arnaud de Puyfontaine and - in agreement with the proposal made by the Nomination and Remuneration Committee – unanimously proceeded to co-opt Amos Genish onto the board, and to appoint him Chief Executive Officer, conferring executive powers on him.

“We have a clear long-term vision: to return TIM to its rightful splendour, making a crucial contribution to the digitalisation of the Country, the creation of Digital Italy, through investment and people. TIM must have a constructive collaboration with the institutions and regulators: creating value for TIM means creating value for the Country”, commented Executive Chairman Arnaud de Puyfontaine.

“It is a privilege and an honour to have been appointed Chief Executive Officer of TIM, a company that has a great history and a bright future ahead of it”, added Amos Genish. “We’ll continue transform TIM to be a truly Digital telco. Our DigiTIM program is based on some key fundamentals which are mostly focusing on providing superior customer experience, leveraging digitalisation to enhance the interface with our clients; smart analytics through big data to personalize our products and services; and adding video and multimedia on top of our best in class connectivity for a convergent offer, while continuing investing in our ultra-broadband coverage to support the evolution to the Gigabit Society”.

With a majority vote the new governance arrangements have been defined.

In addition to his responsibilities as set out in the law and the Company Bylaws, the powers granted to the Executive Chairman include:

 

  •   the identification of the guidelines for the development of the Group, in agreement with the Chief Executive Officer, and the supervision of the development and delivery of its strategic, industrial and financial plans;

 

  •   the supervision of the definition of its organisational arrangements, economic and financial operations, and the process of defining the guidelines of the internal control and risk management system;

 

  •   the organisational responsibility of Legal Affairs, Institutional Communication, Public Affairs, as well as the governance of Fondazione TIM;

 

  •   representation of the Company and the Group in its external relations with public authorities, institutions and investors.

The responsibility of Brand Strategy & Media is transferred from the Executive Chair to the CEO.

Executive Deputy Chairman Giuseppe Recchi will have deputy functions, as well as organisational responsibility for the Security Department, responsible, among other things, for overseeing all activities and assets that are relevant for security and national defence purposes inside TIM and the other Italian companies in the Group (in particular: TI Sparkle S.p.A. and Telsy S.p.A.). Giuseppe Recchi was today also appointed Chairman of the Strategic Committee.

TIM S.p.A.

A company directed and coordinated by Vivendi SA

Registered Offices: Via Gaetano Negri, 1 - 20123 Milan

Tax Code / VAT no. and registration with the Milan Business Register: 00488410010 - Registration in the A.E.E. Register (index of Manufacturers of Electrical and Electronic Equipment) IT08020000000799

Share Capital €11,677,002,855.10 fully paid-up Certified e-mail address [Casella PEC]: telecomitalia@pec.telecomitalia.it

LOGO

In addition to the legal representation of the company, pursuant to the Bylaws, the Chief Executive Officer essentially has:

 

  •   all the powers necessary to accomplish acts pertinent to the activity of the company, excepting those powers reserved to the Board of Directors and those delegated to the Executive Chairman and the Deputy Executive Chairman;

 

  •   responsibility for the overall governance of the Company and the Group, and hence responsibility for defining the strategic and financial plans, proposing them to the Board of Directors, and then implementing and developing them,

 

  •   responsibility for defining the policies and all organisational responsibilities to guarantee the management and development of the business in Italy and in South America.

Amos Genish has developed extensive experience in the field of telecommunications and technology in both the United States and Brazil, where he co-founded GVT making it the principal ultrabroadband company in Brazil in just a few years.

Until the end of 2016, Genish was CEO of Telefonica Brasil / Vivo, the principal integrated telecommunications operator in the country with over 90 million customers and an offer that includes fixed and mobile telephony, services and entertainment. From January to July 2017 he held the position of Chief Convergence Officer of Vivendi, with responsibility for developing the Group’s strategy for the convergence of content, platforms and distribution.

The curriculum vitae of Amos Genish is available on the Company’s website at http://www.telecomitalia.com/Amos-Genish-eng.

Genish qualifies as a non-independent executive director; as of today, he owns no shares in Telecom Italia S.p.A..

***

The Board of Directors approved, with a majority vote, the principle of the creation of a joint venture with Canal+, intended to enable a major acceleration of the plans for telecoms-media convergence. Thanks to the joint venture (which will be regulated by terms and conditions under negotiation, starting from a non-binding terms sheet already signed by the parties), the Group will have access to the experience and content of one of the most important production and rights companies in the world. The joint venture will focus on productions and co-productions, both Italian and international, and on the acquisition of rights, including sports rights.

The transaction constitutes a transaction with a related party (since Canal+ is a subsidiary of Vivendi S.A., which Consob has qualified as the de facto controller of TIM) and the Control and Risk Committee (by majority vote) opined positively on it considering the present status of the initiative (and has reserved the right to review it again as the negotiations proceed), based on the assumption that it is a transaction of lesser importance, pursuant to the applicable Consob Regulation.

The Board of Directors will discuss it again for its conclusive approval, in accordance with the appropriate procedure and therefore also after having obtained a further opinion on the final terms of the agreement as soon as they have been defined in the negotiations.

***

The Board of Directors has also updated the company procedure for performing transactions with related parties, to take account of the ruling with which Consob deemed the Company subject to de facto control by Vivendi.

The new version of the document is being published on the website www.telecomitalia.com.

TIM S.p.A.

A company directed and coordinated by Vivendi SA

Registered Offices: Via Gaetano Negri, 1 - 20123 Milan

Tax Code / VAT no. and registration with the Milan Business Register: 00488410010 - Registration in the A.E.E. Register (index of Manufacturers of Electrical and Electronic Equipment) IT08020000000799

Share Capital €11,677,002,855.10 fully paid-up Certified e-mail address [Casella PEC]: telecomitalia@pec.telecomitalia.it

LOGO

TIM Press Office

+39 06 3688 2610

www.telecomitalia.com/media

Twitter: @TIMnewsroom

Telecom Italia Investor Relations

+39 02 8595 4131

www.telecomitalia.com/investor_relations

TIM S.p.A.

A company directed and coordinated by Vivendi SA

Registered Offices: Via Gaetano Negri, 1 - 20123 Milan

Tax Code / VAT no. and registration with the Milan Business Register: 00488410010 - Registration in the A.E.E. Register (index of Manufacturers of Electrical and Electronic Equipment) IT08020000000799

Share Capital €11,677,002,855.10 fully paid-up Certified e-mail address [Casella PEC]: telecomitalia@pec.telecomitalia.it

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