TELECOM ITALIA S.p.A. |
(Name of Issuer)
|
Common Shares of euro 0.55 par value each |
(Title of Class of Securities)
|
87927W10 |
(CUSIP Number)
|
May 31, 2012 |
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 87927W10
|
Page 2 of 17 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Assicurazioni Generali S.p.A.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,003,586,907 (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,003,586,907 (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,003,586,907 (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IC
|
CUSIP No. 87927W10
|
Page 3 of 17 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alleanza Toro S.p.A.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,003,586,907 (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,003,586,907 (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,003,586,907 (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IC
|
CUSIP No. 87927W10
|
Page 4 of 17 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INA Assitalia S.p.A.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
17,952
|
||
8
|
SHARED VOTING POWER
3,003,586,907 (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
17,952
|
|||
10
|
SHARED DISPOSITIVE POWER
3,003,586,907 (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,003,604,859 (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IC
|
CUSIP No. 87927W10
|
Page 5 of 17 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Generali Lebensversicherung AG
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,003,586,907 (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,003,586,907 (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,003,586,907 (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IC
|
CUSIP No. 87927W10
|
Page 6 of 17 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Generali Vie S.A.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,003,586,907 (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,003,586,907 (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,003,586,907 (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IC
|
Exhibit 30:
|
Amendments to by-laws of Telco (unofficial English translation)
|
Exhibit 31:
|
Option Agreement, dated May 31, 2012, 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. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. (in its capacity as shareholder) and Mediobanca – Banca di Credito Finanziario S.p.A. (in its capacity as shareholder) and UniCredit S.p.A., Société Générale – Milan Branch, HSBC Bank plc, Intesa Sanpaolo S.p.A. (in its capacity as lender) and Mediobanca – Banca di Credito Finanziario S.p.A. (in its capacity as lender)
|
Exhibit 32:
|
Telco S.p.A. press release, dated May 3, 2012
|
Exhibit 33:
|
Telco S.p.A. press release, dated May 31, 2012
|
ASSICURAZIONI GENERALI S.P.A.
|
||
/s/ Authorized Signatory | ||
Signature
|
||
Name/Title
|
||
/s/ Authorized Signatory
|
||
Signature
|
||
Name/Title
|
ALLEANZA TORO S.P.A.
|
||
/s/ Authorized Signatory | ||
Signature
|
||
Name/Title
|
INA ASSITALIA S.P.A.
|
||
/s/ Authorized Signatory | ||
Signature
|
||
Name/Title
|
GENERALI LEBENSVERSICHERUNG AG
|
||
/s/ Authorized Signatory | ||
Signature
|
||
Name/Title
|
||
/s/ Authorized Signatory | ||
Signature
|
||
|
||
Name/Title
|
GENERALI VIE S.A.
|
||
/s/ Authorized Signatory | ||
Signature
|
||
Name/Title
|
Exhibit No.
|
Description
|
Exhibit 30:
|
Amendments to by-laws of Telco (unofficial English translation)
|
Exhibit 31:
|
Option Agreement, dated May 31, 2012, 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. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. (in its capacity as shareholder) and Mediobanca – Banca di Credito Finanziario S.p.A. (in its capacity as shareholder) and UniCredit S.p.A., Société Générale – Milan Branch, HSBC Bank plc, Intesa Sanpaolo S.p.A. (in its capacity as lender) and Mediobanca – Banca di Credito Finanziario S.p.A. (in its capacity as lender)
|
Exhibit 32:
|
Telco S.p.A. press release, dated May 3, 2012
|
Exhibit 33:
|
Telco S.p.A. press release, dated May 31, 2012
|
(1)
|
INTESA SANPAOLO S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is at Piazza San Carlo No. 156, Torino, Italy, registered with the Companies’ Registry of Turin under No. 00799960158, in its capacity as lender under the facility agreement entered into on 28th May 2012 with Telco S.p.A. (“Intesa Sanpaolo”),
|
(2)
|
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is at Piazzetta Cuccia No. 1, Milano, Italy, registered with the Companies’ Registry of Milan under No. 00714490158, in its capacity as lender under the facility agreement entered into 28th May 2012with Telco S.p.A. (“Mediobanca”);
|
(3)
|
UNICREDIT S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is in Rome at Via degli Specchi n. 16 and administrative office in Milan at Piazza Cordusio, share capital equal to euro 19,647,671,824.53, registered with the Companies’ Registry of Rome, Tax Code and VAT Number no. 00348170101 - Cod. ABI 02008.1, enrolled with the register of banks and member of the Fondo Interbancario di Tutela dei Depositi (“UniCredit”);
|
(4)
|
SOCIÉTÉ GÉNÉRALE, a bank incorporated under the laws of France, with registered office in Paris, Boulevard Haussmann 29, acting through its Milan branch, with its offices at Via Olona 2, Milan, registered with the Companies' Registry of Milan under number 8011215158, Milan REA number 748666, registered with the Banks Registry of the Bank of Italy under number 4858 (“SG”);
|
(5)
|
HSBC Bank plc a company incorporated under the laws of the United Kingdom, with registered office in 8 Canada Square, Canary Wharf, London, E14 5HQ, London, United Kingdom (“HSBC”);
|
(6)
|
TELEFÓNICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (“TE”);
|
(7)
|
ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy;
|
(8)
|
ALLEANZA TORO S.p.A., an Italian company with registered office at Torino, via Mazzini n. 53;
|
(9)
|
INA ASSITALIA S.p.A., an Italian company with registered office at Roma, Via Leonida Bissolati, n. 23;
|
(10)
|
GENERALI LEBENSVERSICHERUNG AG, a German company with registered office at Adenauerring 11, 81737 München, registered at the district court of München under number HRB 177657;
|
(11)
|
GENERALI VIE S.A., a French company with registered office at Paris, Bld Hausmann 11;
|
(12)
|
ASSICURAZIONI GENERALI S.p.A. (hereinafter “Generali”), for its own account and in the name and on behalf of the following Generali’s subsidiaries GENERALI VIE S.A., ALLEANZA TORO S.p.A., INA ASSITALIA S.p.A., GENERALI LEBENSVERSICHERUNG A.G., (hereinafter the “Generali Subsidiaries” and together with Generali collectively “AG”);
|
(13)
|
INTESA SANPAOLO S.p.A, an Italian company with registered office at Piazza San Carlo n. 156, Torino, Italy, in its capacity as shareholder of Telco S.p.A. (“IS”);
|
(14)
|
MEDIOBANCA S.p.A., an Italian company with registered office at Piazzetta Cuccia n. 1, Milano, Italy, in its capacity as shareholder of Telco S.p.A (“MB”);
|
|
(a)
|
a written notice (the “Provisional Exercise Notice”), by no later than 2 (two) Business Days after receipt of the Calculation Notice, stating its non binding offer to purchase from the Lenders all or part of the Appropriation Shares at a price per share equal to the Purchase Price, such Provisional Exercise Notice being delivered for information purpose only and to be confirmed by virtue of the definitive Exercise Notice (as defined in Clause 1.2.3 below).
|
|
(b)
|
a written notice (the “Exercise Notice”), by no later than 5 (five) Business Days (the “Exercise Deadline”) after receipt of the Calculation Notice, stating (i) its unconditional and irrevocable offer to purchase from the Lenders all or part of the Appropriation Shares at a price per share equal to the Purchase Price, and (ii) that the Exercise Notice complies with the shareholders agreement in force between the Shareholders, as amended (the “Shareholders Agreement”).
|
|
(a)
|
verify that the Exercise Notices comply with Clauses 1.2.2 and 1.2.3 above,
|
|
(b)
|
proceed with the allocation of the Appropriation Shares to the Shareholders who have delivered a valid Exercise Notice (the “Exercising Shareholders”) as per the indication provided in the relevant Exercise Notices only if and to the extent the overall number of the Appropriation Shares indicated in the Exercise Notice(s) received is equal to the overall number of Appropriation Shares in accordance with the provisions of preceding Clause 1.2.5.
|
/s/ Authorized Signatory | |
Intesa Sanpaolo S.p.A (in its capacity as Lender)
|
|
/s/ Authorized Signatory
|
|
Mediobanca - Banca di Credito Finanziario S.p.A (in its capacity as Lender)
|
|
/s/ Authorized Signatory
|
|
UniCredit S.p.A.
|
|
/s/ Authorized Signatory
|
|
Société Générale, Milan Branch
|
|
/s/ Authorized Signatory
|
|
HSBC Bank plc
|
/s/ Authorized Signatory
|
|
Intesa Sanpaolo S.p.A (in its capacity as Shareholder)
|
|
/s/ Authorized Signatory
|
|
Mediobanca - Banca di Credito Finanziario S.p.A (in its capacity as Shareholder)
|
|
/s/ Authorized Signatory
|
|
Assicurazioni Generali S.p.A. (for its own account and in the name and on behalf of the Generali Subsidiaries)
|
|
/s/ Authorized Signatory
|
|
Telefonica S.A.
|
-
|
a capital increase of Euro 600m and the issuance of a new bond of approx. Euro 1,750m, both of which would be subscribed pro-rata by Telco shareholders;
|
-
|
a new banking facility in pool of approx. Euro 1,050m.
|
–
|
execution of the announced capital increase of €600m, subscribed for by all shareholders pro rata to their interests in the company’s share capital;
|
–
|
issue of a €1,750m bond, also subscribed for pro rata by the shareholders;
|
–
|
execution of a €1,050m financing with HSBC, Intesa Sanpaolo, Mediobanca, Société Générale and Unicredit falling due on 27 November 2013, guaranteed by a pledge over the Telecom Italia shares.
|