-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SfgIH3M5pi2K4Wh4O1mrvl6+tp4g114HObLk2bNurYCP+eVTl/T0OC1Vcr8MVAPx KMivnOiPg+iqaVmLiGG8Fg== 0000930413-09-006389.txt : 20091223 0000930413-09-006389.hdr.sgml : 20091223 20091223101744 ACCESSION NUMBER: 0000930413-09-006389 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20091223 DATE AS OF CHANGE: 20091223 GROUP MEMBERS: SINTONIA S.A. 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: 091256859 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: Ragione S.a.p.a di Gilberto Benetton e C. CENTRAL INDEX KEY: 0001394289 IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CALMAGGIORE 23 - 31100 CITY: TREVISO STATE: L6 ZIP: 31100 BUSINESS PHONE: 39 0422 599616 MAIL ADDRESS: STREET 1: CALMAGGIORE 23 - 31100 CITY: TREVISO STATE: L6 ZIP: 31100 SC 13D/A 1 c59743_sc13da.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) (Amendment No. 39) ------------------------------ TELECOM ITALIA S.P.A. (Name of Issuer) ORDINARY SHARES OF EURO 0.55 PAR VALUE EACH 87927W10 (Title of class of securities) (CUSIP number) MR. STEFANO CAO SINTONIA S.A. 1, PLACE D'ARMES L1136 - LUXEMBOURG (+352) 26266250 WITH A COPY TO: MICHAEL S. IMMORDINO, ESQ. LATHAM & WATKINS 99 BISHOPSGATE LONDON EC2M 3XF ENGLAND (+44) 207-710-1076 (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) - -------------------------- ----------------------------------- CUSIP No. 87927W10 13D - -------------------------- ----------------------------------- - ----------------- ------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON SINTONIA S.A. (FORMERLY KNOWN AS EDIZIONE I.R.S. IDENTIFICATION NO. FINANCE INTERNATIONAL S.A.) OF ABOVE PERSON Not Applicable - ----------------- ------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X| (b) |_| - ----------------- ------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ----------------- ------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS: WC, BK - ----------------- ------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): |_| - ----------------- ------------------------------------------------------------------------------------ ----------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Luxembourg - ----------------- ------------------------------------------------------------------------------------------------ 7 SOLE VOTING POWER: 275,115,716 NUMBER OF ------------------------------------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER: 0 BENEFICIALLY (See Item 5) OWNED BY ------------------------------------------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER: 275,115,716 REPORTING ------------------------------------------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 (See Item 5) - ----------------- ------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 275,115,716 - ----------------- ------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |_| - ----------------- ------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.06% (See Item 5) - ----------------- ------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON: CO
2 - -------------------------- ----------------------------------- CUSIP No. 87927W10 13D - -------------------------- ----------------------------------- - ----------------- ------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON EDIZIONE S.R.L. (FORMERLY KNOWN I.R.S. IDENTIFICATION NO. AS RAGIONES.a.p.a. DI GILBERTO OF ABOVE PERSON BENETTON E C.) Not Applicable - ----------------- ------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X| (b) |_| - ----------------- ------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ----------------- ------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS: WC, BK - ----------------- ------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): |_| - ----------------- ------------------------------------------------------------------------------------ ----------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Italy - ----------------- ------------------------------------------------------------------------------------------------ 7 SOLE VOTING POWER: 275,115,716 NUMBER OF ------------------------------------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER: 0 BENEFICIALLY (See Item 5) OWNED BY ------------------------------------------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER: 275,115,716 REPORTING ------------------------------------------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 (See Item 5) - ----------------- ------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 275,115,716 - ----------------- ------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |_| - ----------------- ------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.06% (See Item 5) - ----------------- ------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON: PN
3 This Amendment No. 39 (this "AMENDMENT") amends the Statement on Schedule 13D dated August 9, 2001 (as previously amended, the "SCHEDULE 13D") originally filed by Edizione Holding S.p.A. (merged into Edizione S.r.l., effective January 1, 2009), Edizione Finance International S.A. (subsequently renamed Sintonia S.A. ("SI")), a company incorporated in the Duchy of Luxembourg, and Ragione S.a.p.a. di Gilberto Benetton e C., which (effective January 1, 2009, after the merger of Edizione Holding S.p.A.) changed its name to Edizione S.r.l., a limited liability company incorporated under the laws of the Republic of Italy ("EDIZIONE") with respect to the ordinary shares, euro 0.55 par value per share ("TELECOM SHARES"), of Telecom Italia S.p.A., a company incorporated under the laws of the Republic of Italy ("TELECOM ITALIA"). Capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Schedule 13D. This Amendment is being filed by each of Edizione and SI. Edizione is the controlling shareholder of SI, holding 79.08% of SI's shares. This is the final amendment to the Schedule 13D and an exit filing for the Reporting Persons. INTRODUCTION. On April 28, 2007, a group of investors (the "INVESTORS") made up of Intesa Sanpaolo, Assicurazioni Generali S.p.A. ("AG" and, together with the AG group companies (Alleanza Toro S.p.A., formerly known as Alleanza Assicurazioni S.p.A., INA Assitalia S.p.A., Generali Lebensversicherung AG, formerly known as Volksfursorge Deutsche Lebenversicherung AG, and Generali Vie S.A.) that became investors on October 25, 2007 pursuant to the October 25th Amendment (as defined below), together "GENERALI"), SI, Mediobanca S.p.A. ("MEDIOBANCA") and Telefonica S.A., the Spanish- based telecommunications operator ("TELEFONICA"), entered into a co-investment agreement (as subsequently amended by an amendment agreement on October 25, 2007 (the "OCTOBER 25TH AMENDMENT"), the "CO- INVESTMENT AGREEMENT"). The Co-Investment Agreement established the terms and conditions for their participation in Centotrenta 4/6 S.r.l., an Italian company with registered office at Galleria del Corso 2, Milan, Italy, fiscal code n. 05277610969 subsequently transformed into an Italian joint stock company and renamed as Telco S.p.A. ("TELCO"), an Italian corporation. On November 15, 2007, the registered office of Telco was transferred to Via Filodrammatici 3, Milan, Italy. Through Telco, the Investors purchased the entire share capital of Olimpia S.p.A. ("OLIMPIA"), which in turn held at that time 2,407,345,359 Telecom Shares or approximately 18% of the ordinary share capital, of Telecom Italia, from Pirelli & C. S.p.A. ("PIRELLI") and Sintonia S.p.A. and SI. The closing of the purchase of the entire share capital of Olimpia, divided into 4,630,233,510 ordinary shares (the "OLIMPIA SHARES") pursuant to the Share Purchase Agreement occurred on October 25, 2007, following the receipt of the announcement of forthcoming governmental approvals from the Brazilian telecommunications authority on October 23, 2007 (the "ANNOUNCEMENT"), an unofficial English translation of which was previously filed on Schedule 13D as Exhibit 94. In addition to Telco's participation in Telecom Italia's ordinary share capital through its interest in Olimpia, on October 25, 2007 pursuant to the Co-Investment Agreement, Generali and Mediobanca contributed to Telco the Telecom Shares they held on that date. These shares amounted to 5.6% of Telecom Italia's ordinary share capital, with the individual contributions of 4 Generali and Mediobanca amounting to 4.06% and 1.54%, respectively, of Telecom Italia's ordinary share capital, and brought Telco's direct and indirect participation in Telecom Italia's ordinary share capital to approximately 23.6%. Copies of the Co-Investment Agreement and the October 25th Amendment were previously filed on Schedule 13D as Exhibits 85 and 92, respectively. Olimpia was subsequently merged into Telco, resulting in Olimpia's shareholding in Telecom Shares being held directly by Telco. In March 2008, Telco acquired 121,530,000 Telecom Shares, representing 0.91% of Telecom Italia's share capital. As a result, Telco's holding in Telecom Italia increased from 23.6% to 24.5% equal to 3,278,702,623 Telecom Shares. On October 28, 2009, SI requested, pursuant to Article 11(b) of the Shareholders Agreement (previously filed on Schedule 13D as Exhibit 87), 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 Shares held by Telco representing approximately 2.06% of Telecom Italia's share capital (the "SI TELECOM SHARES")). The joint press release with respect to these events, dated October 28, 2009, and issued by the Investors is filed as Exhibit 101 hereto. 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 Telco press release describing the SI Exit Transaction, dated November 26, 2009, is filed as Exhibit 102 hereto. 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 Shares from Telco for consideration of euro 605,254,575.20 (equal to a price of euro 2.20 for each SI Telecom Share) (the "SI TELECOM 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 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 103 hereto and the related Telco press release, dated December 22, 2009, is filed as Exhibit 104 hereto. 5 Following this filing, each of SI and Edizione will have no further obligation to file statements on Schedule 13D, as SI's beneficial ownership of Telecom Shares is no longer greater than 5.0% following the SI Exit Transaction, effective December 22, 2009. Items 2, 3, 4, 5, 6 and 7 of Schedule 13D are hereby amended and supplemented to add the following: ITEM 2. IDENTITY AND BACKGROUND ----------------------- This Amendment is being filed by each of SI, a company incorporated in the Duchy of Luxembourg, and Edizione, a limited liability company incorporated under the laws of Italy. Edizione owns 79.08% of the share capital of SI, which in turn owned directly 8.39% of the equity of Telco prior to the SI Exit Transaction. Edizione's principal business is to act as a holding company for various operations in the retail sector (principally through its shareholdings in Benetton Group and Autogrill S.p.A.) and, through its subsidiary SI, the infrastructure and mobility services sector, with SI's shareholdings in Atlantia-Autostrade per l'Italia, Investimenti Infrastrutture (Gemina-Aereoporti di Roma) and other European infrastructure companies. Edizione's principal office is located at Via Calmaggiore 23, Treviso, Italy. SI's principal office is located at 1, Place d'Armes, L1136, Luxembourg. The names, citizenship, business addresses and principal occupations or employments of the executive officers and directors of Edizione and SI are set forth, respectively, in Annexes A-1 and A-2, which are incorporated herein by reference. During the past five years, neither Edizione, SI nor any of their respective directors or executive officers has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or fining any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- As stated in the Introduction to this Amendment, the cash consideration due from SI to Telco of euro 605,254,575.20 in connection with the SI Telecom Share Transfer was partially offset by the cash consideration due from Telco to SI of euro 293,461,160.95 in respect of the Telco Share Capital Reduction. SI paid the balance of the cash consideration due from SI to Telco in connection with the SI Telecom Share Transfer (equal to euro 311,793,414.25) by using funds from available working capital and with bank loans made to SI by a group of banks arranged by the Royal Bank of Scotland in the ordinary course of business. 6 ITEM 4. PURPOSE OF TRANSACTION ---------------------- The purpose of the SI Exit Transaction is to allow SI to separate itself from the Telco group and to allow SI, if it chooses, to divest its 2.06% interest in Telecom Shares. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ Following the SI Exit Transaction, effective December 22, 2009, SI has no further interest in the Telecom Shares held by Telco, but directly holds 275,115,716 Telecom Shares (representing approximately 2.06% of the outstanding Telecom Shares) and has sole power to vote or direct the vote and sole power to dispose or direct the dispositions of such Telecom Shares. Edizione may be deemed to beneficially own, through its controlling interest in the share capital of SI, 275,115,716 Telecom Shares (representing approximately 2.06% of the outstanding Telecom Shares). Edizione has sole power to vote or direct the vote and sole power to dispose or direct the dispositions of the 275,115,716 Telecom Shares held directly by SI. The beneficial ownership of Telecom Shares by the directors and executive officers of each of SI and Edizione, to the extent currently available, is indicated next to such director or executive officer's name in Annexes A-1 and A-2, respectively, of Schedule 13D. Currently, neither SI nor Edizione has information on any transaction in Telecom Shares during the past 60 days by the persons listed in Annexes A-1 and A-2. ITEM 6. CONTRACTS, ARRANGEMENTS, 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 103 hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- Exhibit 101: Joint press release, dated October 28, 2009, issued by the shareholders of Telco (Telefonica S.A., Assicurazioni Generali S.p.A, Intesa Sanpaolo S.p.A., Mediobanca S.p.A. and Sintonia S.A.). Exhibit 102: Telco S.p.A. press release, dated November 26, 2009. Exhibit 103: Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation). Exhibit 104: Telco S.p.A. press release, dated December 22, 2009. 7 SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 23, 2009 SINTONIA S.A. By: /s/ Stefano Cao -------------------------------- Name: Stefano Cao Title: Managing Director 8 SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 23, 2009 EDIZIONE S.r.l. By: /s/ Gianni Mion --------------------------------- Name: Gianni Mion Title: Managing Director 9 ANNEX A-1 DIRECTORS AND EXECUTIVE OFFICERS OF SINTONIA S.A. The name, title, present principal occupation or employment of each of the directors and executive officers of Sintonia S.A. are set forth below. The business address of each director and executive officer is Sintonia S.A.'s address. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Sintonia S.A. Unless otherwise indicated below, all of the persons listed below are citizens of the Republic of Italy.
- -------------------------------------------------------------------------------------------------------------------- PRESENT PRINCIPAL OCCUPATION NAME AND SURNAME (IF DIFFERENT FROM POSITION WITH POSITION WITH CITIZENSHIP IF TELECOM SHARES SINTONIA S.A. SINTONIA S.A.) OTHER THAN ITALIAN BENEFICIALLY OWNED - -------------------------------------------------------------------------------------------------------------------- Jean Hoss Chairman Lawyer Luxembourg * - -------------------------------------------------------------------------------------------------------------------- Stefano Cao Managing Director * - -------------------------------------------------------------------------------------------------------------------- Gilberto Benetton Director Entrepreneur * - -------------------------------------------------------------------------------------------------------------------- Gustave Stoffel Director Consultant Luxembourg * - -------------------------------------------------------------------------------------------------------------------- Gianni Mion Director Executive * - -------------------------------------------------------------------------------------------------------------------- Sergio Erede Director Lawyer * - -------------------------------------------------------------------------------------------------------------------- Alex Sulkowski Director Consultant Luxembourg * - -------------------------------------------------------------------------------------------------------------------- Carlo Bertazzo Director Executive * - -------------------------------------------------------------------------------------------------------------------- Karl Pardaens Director Lawyer Luxembourg * - -------------------------------------------------------------------------------------------------------------------- Alessandro Bertani Director Executive * - -------------------------------------------------------------------------------------------------------------------- Kim Ji Eun Director Executive Korea * - -------------------------------------------------------------------------------------------------------------------- Philippe Lenoble Director Executive Belgium * - -------------------------------------------------------------------------------------------------------------------- * INFORMATION UNAVAILABLE
10 ANNEX A-2 DIRECTORS AND EXECUTIVE OFFICERS OF EDIZIONE The name, title, present principal occupation or employment of each of the directors and executive officers of Edizione are set forth below. The business address of each director and executive officer is Edizione's address. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Edizione. Unless otherwise indicated below, all of the persons listed below are citizens of the Republic of Italy.
- --------------------------------------------------------------------------------------------------------------------- NAME AND SURNAME POSITION WITH PRESENT PRINCIPAL OCCUPATION TELECOM SHARES EDIZIONE (IF DIFFERENT FROM POSITION WITH BENEFICIALLY OWNED EDIZIONE) - --------------------------------------------------------------------------------------------------------------------- Gilberto Benetton Chairman Entrepreneur * - --------------------------------------------------------------------------------------------------------------------- Carlo Benetton Deputy Chairman Entrepreneur * - --------------------------------------------------------------------------------------------------------------------- Luciano Benetton Director Entrepreneur * - --------------------------------------------------------------------------------------------------------------------- Giuliana Benetton Director Entrepreneur * - --------------------------------------------------------------------------------------------------------------------- Alessandro Benetton Director Entrepreneur * - --------------------------------------------------------------------------------------------------------------------- Franca Bertagnin Director Entrepreneur * Benetton - --------------------------------------------------------------------------------------------------------------------- Sabrina Benetton Director Entrepreneur * - --------------------------------------------------------------------------------------------------------------------- Christian Benetton Director Entrepreneur * - --------------------------------------------------------------------------------------------------------------------- Gianni Mion Managing Director Executive * - --------------------------------------------------------------------------------------------------------------------- Fabio Cerchiai Director Executive * - --------------------------------------------------------------------------------------------------------------------- Giovanni Costa Director Professor * - --------------------------------------------------------------------------------------------------------------------- * INFORMATION UNAVAILABLE
11 EXHIBIT INDEX Exhibit No. - ----------- 99.85 Co-Investment Agreement, dated as of April 28, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, the Sintonia Buyer and Telefonica.* 99.87 Shareholders' Agreement, dated as of April 28, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, the Sintonia Buyer and Telefonica.* 99.90 Share Purchase Agreement, dated May 4, 2007, by and among the Investors, Pirelli and the Sintonia Sellers.* 99.92 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 Telefonica.* 99.93 By-laws of Olimpia S.p.A. (unofficial English translation).* 99.94 The Announcement of the Board of Commissioners of the Brazilian National Telecommunications Agency (Anatel) related to the Transaction, dated October 23, 2007 (unofficial English translation).* 99.96 By-laws of Telco S.p.A. (unofficial English translation).* 99.97: Call Option Agreement, dated November 6, 2007, between Telefonica and Telco. * 99.98 Amendment to Shareholders Agreement and to Bylaws, dated November 19, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefonica. * 99.99: Amended and Restated By-laws of Telco (unofficial English translation). * 99.100 Letter of Adherence to the Call Option Agreement by Olimpia S.p.A., dated November 15, 2007. * 99.101 Joint press release, dated October 28, 2009, issued by the shareholders of Telco (Telefonica S.A., Assicurazioni Generali S.p.A, Intesa Sanpaolo S.p.A., Mediobanca S.p.A. and Sintonia S.A.) 99.102 Telco S.p.A. press release, dated November 26, 2009. 99.103 Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation). 99.104 Telco S.p.A. press release, dated December 22, 2009. * Previously filed. 12 EX-99.101 2 c59743_ex99-101.txt Exhibit 99.101 PRESS RELEASE ------------- The shareholders of Telco S.p.A. hereby inform that Sintonia has exercised its right to apply for the demerger provided for in Article 11 of the Shareholders' Agreement executed on 28 April 2007 and that the remaining shareholders of Telco: - - will not exercise their right to apply in the month of October for the demerger provided for in Article 11 of the Shareholders' Agreement executed on 28 April 2007; - - have agreed to renew the Shareholders' Agreement for 3 years, that is, until 27 April 2013, on the existing terms and conditions, with the right to apply for withdrawal from the agreement and related pro-rata demerger by giving notice between 1 October and 28 October 2012; - - have further agreed that the renewed Shareholders' Agreement shall provide for the right of early withdrawal and related pro-rata demerger, with notice to be given between 1 April and 28 April 2011, and execution to follow in the subsequent 6 months; The shareholders have also agreed that they will consider and evaluate - together with Sintonia - alternative ways to permit Sintonia to exit Telco, provided that they share the view to complete the exit in a short time frame, possibly by the end of November. MILAN, 28 OCTOBER 2009 EX-99.102 3 c59743_ex99-102.txt Exhibit 99.102 TELCO S.P.A. Registered office: Via Filodrammatici 3, Milan, Italy Share capital: (euro) 3,588,288,430.80 fully paid up Registration no. in Milan Companies' Register, Tax identification code and VAT no.; 05277610969 PRESS RELEASE ------------- With reference to the demerger request submitted by Sintonia on 28 October 2009, an extraordinary general meeting of Telco shareholders was held today, and following the Board of Directors' proposal, a resolution was unanimously approved to proceed with the following transaction as an alternative mechanism to the proposed demerger: (i) Sintonia will acquire in cash the Telecom Italia shares held by Telco attributable to it, (ii) at the same time Telco will buy back in cash and cancel the entire shareholding owned by Sintonia in the share capital of Telco. The deal would be structured as follows, to take place in the context of a single transaction: - - Telco selling to Sintonia the 275.1 million ordinary Telecom Italia shares attributable to it, equal to 2.06% of Telecom Italia's ordinary share capital, at a price of (euro)2.2 per share, for a total outlay of approx. (euro)605m; and - - a voluntary reduction of approx. (euro)301m in the share capital of Telco, to be implemented by acquiring and cancelling the 162.8 million class A shares which make up Sintonia's shareholding in Telco (equal to 8.39% of this company's share capital). The consideration, equal to the net asset value of Telco pro-rata to Sintonia's interest, has been calculated based on a value of (euro)2.2 per share for the Telecom Italia investment and is currently estimated at approx. (euro)295m. The definitive amount will be determined based on an asset situation nearer to closing, expected by the year-end. MILAN, 26 NOVEMBER 2009 EX-99.103 4 c59743_ex99-103.txt Exhibit 99.103 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; 1 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: 2 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 (one Euro and eighty cents) for each ordinary share of Telco (the "PRICE PER TELCO SHARE"), multiplied by the number of Telco Shares, and thus in aggregate Euro 293,461,160.95 (two hundred and ninety three million, four hundred and sixty one thousand, one hundred and sixty Euros and ninety five cents, 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 311,793,414.25 (three hundred and eleven million, seven hundred and ninety three thousand, four hundred and fourteen Euros and twenty five cents) 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(degree) 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. 3 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. 4 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-99.104 5 c59743_ex99-104.txt Exhibit 99.104 TELCO S.P.A. Registered office: Via Filodrammatici 3, Milan, Italy Share capital: (euro) 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 (euro)2.2 per share for a total outlay of approx. (euro)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. (euro)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 (euro)2.6bn. In addition, the company is in negotiations with leading banks to receive credit lines of up to (euro)1.4bn to be used to reduce the shareholders' commitments with respect to the bond issue. MILAN, 22 DECEMBER 2009 -----END PRIVACY-ENHANCED MESSAGE-----