LUXEMBOURG, May 2, 2024
/PRNewswire/ -- TIM, TIF and Telecom Italia Capital ("TICAP" or the
"Issuer") have announced on the date hereof that the Total Cap for
the Exchange Offers has been increased to €5,536,319,601 from €5.0
billion (based on the Euro/USD exchange rate of 1.07145). TIM and
TIF have also announced on the date hereof that the aggregate
principal amount of the EUR Original Notes accepted for exchange in
the EUR Exchange Offers was €3,669,680,000. TICAP hereby announces
that the USD Maximum Acceptance Amount is $2,000,011,000, the Maximum Series
Acceptance Amount has been increased to $500,006,000 for the USD Original 2033 Notes,
$500,001,000 for the USD Original
2034 Notes and $500,004,000 for the
USD Original 2038 Notes. As of the Early Participation Deadline of
5:00 p.m., New York City time, on May 1, 2024, the USD Maximum Acceptance Amount
was reached and the Maximum Series Acceptance Amount for each of
the USD Original Notes was reached. Assuming that the USD Original
Notes tendered by the Early Participation Deadline are accepted for
payment at the Expiration Time, the proration factors would be
85.6200000% for the USD Original 2033 Notes, 93.9516130% for the
USD Original 2034 Notes, 74.9288000% for the USD Original 2036
Notes and 67.4166670% for the USD Original 2038 Notes,
respectively. The final proration calculations will be made
upon acceptance as soon as practicable following the Expiration
Time, and TICAP will disclose the final proration factors at such
time.
Capitalized terms used in this announcement but not defined have
the meanings given to them in the USD Exchange Offer
Memorandum.
Further Information
A complete description of the terms and conditions of the USD
Exchange Offers is set out in the USD Exchange Offer
Memorandum. BNP Paribas, Crédit Agricole Corporate and
Investment Bank, Deutsche Bank Aktiengesellschaft, Goldman Sachs
International, J.P. Morgan Securities LLC, and UniCredit Bank GmbH
are acting as the dealer managers (the
"USD Dealer Managers") for the USD Exchange Offers.
Kroll Issuer Services Limited is acting as Exchange and Information
Agent. Before making a decision with respect to the USD Exchange
Offer, Noteholders should carefully consider all of the information
in the USD Exchange Offer Memorandum and, in particular, the risk
factors described in "Risk Factors" therein.
This announcement must be read in conjunction with, and is
deemed to be incorporated in the USD Exchange Offer Memorandum.
This announcement and the USD Exchange Offer Memorandum contain
important information which should be read carefully before any
decision is made to participate in the USD Exchange Offers. It is
recommended that Noteholders seek their own legal, regulatory, tax,
business and
investment advice immediately from their
stockbroker, bank manager, accountant or other independent financial
adviser.
Any questions regarding
the terms of the USD Exchange Offers
may be directed to:
USD Dealer Managers
BNP
Paribas
16, boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
|
Crédit
Agricole Corporate and Investment Bank
12 place des
Etats-Unis
CS 70052 92547 Montrouge Cedex
France
Telephone: +44 207 214 5733
Email: Liability.Management.Global@ca-cib.com
Attention: Liability Management
|
Deutsche Bank
Aktiengesellschaft
Mainzer Landstraße
11-17
60329 Frankfurt am Main,
Germany
Telephone: +44 207 545 8011
Attention: Liability Management
Group
|
Goldman Sachs
International
Plumtree Court
25 Shoe Lane
London EC4A 4AU
United Kingdom
Telephone: +44 20 7774 4836
Email: liabilitymanagement.eu@gs.com
Attention:
Liability Management
|
J.P. Morgan
Securities LLC
383 Madison
Avenue,
New York, New York
10179,
United States of
America
Attention: Liability
Management Group
Phone: U.S. Toll
Free (866) 834-4666
|
UniCredit Bank
GmbH
Arabellastrasse 12,
D-81925
Munich
Germany
Telephone: +39 02
8862 0581 / +49 89 378 15150
Attention: DCM
Italy; Liability Management
Email:
agdccorig.uc@unicredit.eu; corporate.lm@unicredit.de
|
Any requests for information in relation to the procedures for participating in, and for any documents or materials
relating to, the USD Exchange Offers may be directed to:
The Exchange and Information Agent
Kroll Issuer Services Limited
The Shard 32 London Bridge Street London SE1
9SG United Kingdom Telephone: +44 20 7704
0880 Attention: Arlind Bytyqi /
Jacek Kusion Email: tim@is.kroll.com Website:
https://deals.is.kroll.com/tim
Each Noteholder is solely responsible for making its own
independent appraisal of all matters (including those
relating to the USD Exchange
Offers) that such Noteholder deems appropriate in
determining whether to offer for exchange their USD Original Notes
pursuant to the USD Exchange Offers.
None of the USD Dealer Managers, the Exchange and Information
Agent, or any of the Trustee (and in all their related agents role,
as applicable), Paying Agent, Registrar or Transfer Agent for the
USD Original Notes, the USD New Notes or the USD Optics Notes or
any of their respective directors, officers,
employees or affiliates assumes any responsibility for the accuracy
or completeness of the information concerning
TIM or TICAP, the USD Exchange Offer, the USD Original Notes or the
USD New Notes contained in this announcement or in the USD Exchange
Offer Memorandum, or for any failure by TIM or TICAP to disclose
events that may have occurred and may affect the significance or
accuracy of such information.
None of the USD Dealer Managers, TIM, TICAP, or the Exchange
and Information Agent, or any of the Trustee (and in all their
related agents role, as applicable), Paying Agent, Registrar or
Transfer Agent for the USD Original Notes, the USD New Notes or the
USD Optics Notes
(or their respective directors or managers
(as applicable), officers,
employees or affiliates) makes any representation or
recommendation whatsoever regarding this announcement, the USD
Exchange Offer Memorandum, the USD Exchange Offer, or any
recommendation as to whether Noteholders should participate
in the USD Exchange Offers. The Exchange
and Information Agent and the USD
Dealer Managers are agents of TIM and TICAP and owe no duty to
Noteholders.
Offer restrictions
The Issuer is offering the USD New Notes (including the terms
providing for the USD Acquisition Exchange contained therein) only
(1) to "qualified institutional buyers" as defined in Rule
144A under the U.S. Securities Act, in a private transaction in
reliance upon the exemption from the registration requirements of
the U.S. Securities Act provided by Section 4(a)(2) thereof
and (2) outside the United
States, to persons other than "U.S. persons" as defined in
Rule 902 under the U.S. Securities Act in offshore transactions in
compliance with Regulation S under the U.S. Securities Act. The
Holders of USD Original Notes who have represented to the Issuer
(and the USD Optics Notes Issuer) that they are eligible to
participate in the USD Exchange Offers (including the USD
Acquisition Exchange) pursuant to at least one of the foregoing
conditions and the other acknowledgements and representations set
forth in the section "Transfer Restrictions" of the USD
Exchange Offer Memorandum are referred to as "Eligible
Holders".
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the
USD New Notes or USD Optics Notes in any jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. In addition, this press release is neither an offer
to purchase nor a solicitation of an offer to sell USD Original
Notes in the USD Exchange Offer.
No action has been or
will be taken in any jurisdiction by TICAP, the
USD Dealer Managers or the Exchange and Information
Agent in relation to the USD Exchange Offers
that would permit a public offering of
securities.
(a) United Kingdom
The communication of this announcement, the
USD Exchange Offer Memorandum
and any other documents or materials relating
to the USD Exchange Offers
is not being made, and such documents and/or
materials have not been approved, by an authorized
person for the purposes
of section 21 of the Financial Services
and Markets Act 2000 (the "FSMA"). Accordingly,
such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being
made to persons who (i) have professional experience in matters
relating to investments falling within
Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended,
the
"Financial Promotion Order"), (ii) are persons
falling within Article
49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of
the Financial Promotion
Order, (iii) are outside the United
Kingdom or (iv)
are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section
21 of the FSMA) in connection with the issue
or sale of any USD New Notes
may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred
to as "Relevant Persons").
This announcement and the USD Exchange Offer Memorandum
are directed only at Relevant
Persons and must not be acted on or relied
on by persons who are not Relevant Persons. Any
investment or investment activity to which
this announcement or the USD Exchange Offer Memorandum relates
is permitted only by Relevant Persons and will be engaged in only
with Relevant Persons.
(b) France
This announcement, the USD Exchange Offer
Memorandum and any other
documents or materials relating to the USD
Exchange Offers have
only been or shall only be distributed to the public in the Republic of France and only (i) providers of investment
services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers); and/or (ii)
qualified investors (investisseurs qualifiés), acting for
their own account, all as defined in and in accordance with
Articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier, are eligible to participate in the
USD Exchange Offers.
(c) Italy
None of the USD Exchange Offers, this
announcement, the USD Exchange Offer Memorandum or any
other documents or materials relating to the USD Exchange
Offers has been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations.
The USD Exchange Offers
are being carried out in
the Republic of Italy
("Italy") as an
exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree
No. 58 of 24 February
1998, as amended (the "Italian
Financial Services Act") and article 35-bis, paragraphs
3 and 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended and supplemented
("Issuers' Regulation").
A Noteholder or beneficial owner of the USD Original
Notes located in Italy may offer for exchange
their USD Original Notes through authorized persons (such
as investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy
in accordance with the Italian Financial Services Act, CONSOB
Regulation No. 20307 of February 15,
2018, as amended and
supplemented, and Legislative Decree No. 385 of 1 September 1993, as amended)
and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis
its clients in connection with the USD Original Notes or the USD
Exchange Offers.
Hong Kong
The Notes may not be offered or sold in Hong Kong by means of any document other than
to (1) "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder, or
(2) in circumstances which do not result in the document being a
"prospectus" as defined in the Companies Ordinance (Cap. 32) of the
laws of Hong Kong or which do not
constitute an offer to the public within the meaning of that
Ordinance. No invitation, advertisement or document relating to the
Notes may be issued or may be in the possession of any person for
the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at,
or the contents of which are likely to be accessed or read by, the
public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than with respect to the
Notes which are intended to be disposed of only to persons outside
Hong Kong or only to "professional
investors," as defined under the Securities and Futures Ordinance
(Cap. 571) of the laws of Hong
Kong and any rules made thereunder.
Japan
The Notes have not been and will not be registered under the
Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the
"Financial Instruments and Exchange Act"). Accordingly, no
Notes have been offered or sold, directly or indirectly, in
Japan or to, or for the benefit
of, any resident of Japan (which
term as used herein means any person resident in Japan, including any corporation or other
entity organized under the laws of Japan) or to others for re-offering or
re-sale, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan except pursuant
to an exemption from the registration requirements of, and
otherwise in compliance with, the Financial Instruments and
Exchange Act and other relevant laws and regulations of
Japan.
Singapore
Neither this announcement nor the USD Exchange Offer Memorandum
has been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, each
Dealer Manager has not offered or sold any Notes or caused the
Notes to be made the subject of an invitation for subscription or
purchase and will not offer or sell any Notes or cause the Notes to
be made the subject of an invitation for subscription or purchase,
and has not circulated or distributed, nor will it circulate or
distribute, the USD Exchange Offer Memorandum or any other document
or material in connection with the offer or sale, or invitation for
subscription or purchase, of the Notes, whether directly or
indirectly, to any person in Singapore other than (i) to an institutional
investor (as defined in Section 4A of the Securities and Futures
Act 2001 of Singapore, as modified
or amended from time to time (the "SFA")) pursuant to
Section 274 of the SFA or (ii) to an accredited investor (as
defined in Section 4A of the SFA) pursuant to and in accordance
with the conditions specified in Section 275 of the SFA.
Switzerland
The USD Exchange Offer are not public offerings in Switzerland. The Notes offered in the USD
Exchange Offers may not be publicly offered, sold, or advertised,
directly or indirectly, in, into, or from Switzerland. Neither this announcement nor the
USD Exchange Offer Memorandum is intended to constitute an offer or
solicitation to purchase or invest in the Notes described in the
relevant exchange offer memorandum. Neither the USD Exchange Offer
Memorandum or any other offering or marketing material relating to
the Notes constitutes a prospectus as such term is understood
pursuant to Article 652a or Article 1156 of the Swiss Code of
Obligations, and neither the USD Exchange Offer Memorandum, nor the
USD Exchange Offer Memorandum or any other offering or marketing
material relating to the Notes may be publicly distributed or
otherwise made publicly available in Switzerland. The Notes offered in the USD
Exchange Offer will not be listed on the SIX Swiss Exchange Ltd. Or
on any other exchange or regulated trading facility in Switzerland, and, therefore, the documents
relating to the Notes offered in the USD Exchange Offer, including,
but not limited to, the USD Exchange Offer Memorandum, do not claim
to comply with the disclosure standards of the Swiss Code of
Obligations and the listing rules of SIX Swiss Exchange Ltd. And
corresponding prospectus schemes annexed to the listing rules of
the SIX Swiss Exchange Ltd.
Forward-Looking Statements
All statements in this press release (and oral statements made
regarding the subjects of this communication) other than historical
facts are forward-looking statements. These forward-looking
statements rely on a number of assumptions concerning future events
and are subject to a number of uncertainties and factors, many of
which are outside the control of TIM and/or TICAP, which could
cause actual results to differ materially from such statements.
Forward-looking information includes, but is not limited to:
statements regarding the timing and effect of the USD Exchange
Offer and/or the Acquisition; general market and economic
conditions, changes in law and government regulations and other
matters affecting the businesses of TIM, and the other risks
described in the USD Exchange Offering Memorandum.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN
THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 ("MAR").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION
IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE
BY FABIO ADDUCCHIO, MANAGING
DIRECTOR OF TICAP.
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SOURCE Telecom Italia Capital