PRESS RELEASE

 

Not for release, publication or distribution, directly or indirectly, in Australia, Canada, Japan or the United States

 

 

PRICE RANGE FOR INWIT’S INITIAL PUBLIC OFFERING 

 

Minimum of EUR 3.25 per share, maximum of EUR 3.90 per share

 

 

Rome  June 3, 2015

 

Telecom Italia today announces that, subject to the necessary regulatory approvals from CONSOB, the price range of the initial public offering of shares in Infrastrutture Wireless Italiane S.p.A.’s (INWIT) has been set. The capitalization was set in order to assess interest from institutional investors in relation to the global offering of INWIT’s shares for the purpose of admission to trading on Italy’s electronic share market (the “Global Offering”).

 

Telecom Italia has set the price range, also on the basis of analysis conducted by the joint global coordinators of the Global Offering and in agreement with them, as between a non-binding minimum amount of EUR 1,950 million and a binding maximum amount of EUR 2,340 million, equal to a non-binding minimum price of EUR 3.25 per share of INWIT and a binding maximum price of EUR 3.90 per share of INWIT (i.e., the maximum offering price).

 

The information contained in this press release must not be relied upon to make any decisions to invest in the proposed public offering for sale.  Prospective investors should only refer to the prospectus for any decision in relation to INWIT and the public offering of INWIT’s shares.  INWIT will publish the prospectus upon CONSOB’s approval. As of the date hereof, this procedure is still pending.  Upon CONSOB approval, the prospectus will be made available at the registered office of INWIT in Milan, Via G. Vasari 19, and at the offices of the Global Coordinator and the managers, as well as on INWIT’s website (www.inwit.it).

 

 

 

IMPORTANT REGULATORY NOTICE

 

These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from  registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Infrastrutture Wireless Italiane S.p.A. does not intend to register any part of the offering in the United States or to conduct a public offering of Shares in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.

 

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be  communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together  being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement to  subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person  who is not a relevant person should not act or rely on this document or any of its contents.

 

 

In any EEA Member State that has implemented the Prospectus Directive (other than Italy), this communication is  only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments  thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any  relevant implementing measure in the relevant Member State.

 

This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A  prospectus prepared pursuant to the Prospectus Directive will be published. Investors should not subscribe for any  securities referred to in this document except on the basis of information contained in the prospectus

 

 

 

 

 

---

 

 

 

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the United States Private Securities Litigation Reform Act of 1995.

 

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. The Group's interim report as of and for the three months ended March 31, 2015 included in this Form 6-K contains certain forward-looking statements. Forward-looking statements are statements that are not historical facts and can be identified by the use of forward-looking terminology such as "believes," "may," "is expected to," "will," "will continue," "should," "seeks" or "anticipates" or similar expressions or the negative thereof or other comparable terminology, or by the forward- looking nature of discussions of strategy, plans or intentions.

 

Actual results may differ materially from those projected or implied in the forward-looking statements. Such forward-looking information is based on certain key assumptions which we believe to be reasonable but forward-looking information by its nature involves risks and uncertainties, which are outside our control, that could significantly affect expected results.

 

The following important factors could cause our actual results to differ materially from those projected or implied in any forward-looking statements:

 

1. our ability to successfully implement our strategy over the 2015-2017 period;

 

2. the continuing effects of the global economic crisis in the principal markets in which we operate, including, in particular, our core Italian market;

 

3. the impact of regulatory decisions and changes in the regulatory environment in Italy and other countries in which we operate;

 

4. the impact of political developments in Italy and other countries in which we operate;

 

5. our ability to successfully meet competition on both price and innovation capabilities of new products and services;

 

6. our ability to develop and introduce new technologies which are attractive in our principal markets, to manage innovation, to supply value added services and to increase the use of our fixed and mobile networks;

 

7. our ability to successfully implement our internet and broadband strategy;

 

8. our ability to successfully achieve our debt reduction and other targets;

 

9. the impact of fluctuations in currency exchange and interest rates and the performance of the equity markets in general;

 

10. the outcome of litigation, disputes and investigations in which we are involved or may become involved;

 

11. our ability to build up our business in adjacent markets and in international markets (particularly in Brazil), due to our specialist and technical resources;

 

12. our ability to achieve the expected return on the investments and capital expenditures we have made and continue to make in Brazil;

 

13. the amount and timing of any future impairment charges for our authorizations, goodwill or other assets;

 

14. our ability to manage and reduce costs;

 

15. any difficulties which we may encounter in our supply and procurement processes, including as a result of the insolvency or financial weaknesses of our suppliers; and

 

16. the costs we may incur due to unexpected events, in particular where our insurance is not sufficient to cover such costs.

 

The foregoing factors should not be construed as exhaustive. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Date: June 5th, 2015

 

 

TELECOM ITALIA S.p.A.

 

 

BY: /s/ Umberto Pandolfi

---------------------------------

Umberto Pandolfi

Company Manager