UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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
800 Third
Avenue, 5th Floor
New York, New York 10022
Telecopy: (212) 572-7496
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 22, 2015
(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 persons 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).
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1. |
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Names of
Reporting Person. I.R.S. Identification Nos. of above persons (entities only)
Vivendi S.A. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
WC, AF |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization France |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
755,000,025 |
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8. |
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Shared Voting Power
1,110,000,000 |
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9. |
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Sole Dispositive Power
755,000,025 |
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10. |
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Shared Dispositive Power
1,110,000,000 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,007,701,565 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 14.9% |
14. |
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Type of Reporting Person (See
Instructions) HC |
2
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1. |
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Names of
Reporting Person. I.R.S. Identification Nos. of above persons (entities only)
Societe DInvestissemenets et de Gestion 108- SIG 108 |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
WC, AF |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization France |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
1,110,000,000 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
1,110,000,000 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,007,701,565 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 14.9% |
14. |
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Type of Reporting Person (See
Instructions) CO |
3
Item 1. Security and Issuer
This statement on Schedule 13D (this Statement) relates to the ordinary shares, no 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). The Issuers principal executive offices are located atVia Gaetano Negri 120123 Milan, Italy.
Item 2. Identity and Background
This Statement is being filed by Vivendi S.A., a societe anonyme organized under the laws of France (Vivendi), and Societe
DInvestissemenets et de Gestion 108- SIG 108, a société par actions simplifiée (SAS) organized under the laws of France (SIG108 and together with Vivendi, the Filing Persons). Vivendi,
together with its subsidiaries, is a company engaged in the entertainment and communications business. SIG108 is a direct wholly-owned subsidiary of Vivendi. The principal business and office address of Vivendi and SIG108 is 42 avenue de Friedland,
75008 Paris, France.
The name, present principal occupation or employment (and the name, principal business and address of any
corporation or other organization in which such employment is conducted) and citizenship of each director of Vivendi and SIG108 are set forth in Schedules I-A and I-B, respectively, and are incorporated into this Item 2 by reference. The name,
present principal occupation or employment and citizenship of each executive officer of Vivendi and SIG108 are set forth in Schedules II-A and II-B, respectively, and are incorporated into this Item 2 by reference.
Except as described below, during the last five years, neither Vivendi nor SIG108, nor any of the persons listed on Schedules I-A, I-B, II-A
or II-B, have been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
In various market transactions prior to June 22, 2015, Vivendi purchased an aggregate of 255,951,544 Shares (the Open Market
Purchases). Following the implementation on June 22, 2015 of the Hedging Transaction (as defined below) with Mediobanca Banca Di Credito Finanziario S.P.A. (Mediobanca), Vivendi acquired an additional 641,750,021
Shares. On June 24, 2015, SIG108 acquired an additional 1,110,000,000 Shares upon the closing of the previously announced exercise of Vivendis share swap option given to it as part of the Vivendis sale of its Brazilian subsidiary,
GVT Participacoes S.A., to Telephonica S.A., which closed on May 28, 2015 (the Share Swap).
The Hedging Transaction is
intended to confine Vivendis economic exposure with respect to the 755,000,025 Shares owned by Vivendi to a negotiated range utilizing a combination of puts and calls (the Hedging Transaction). The Hedging Transaction is scheduled
to be settled by the end of calendar 2018 (subject to certain exceptions). Subject to certain rights of Mediobanca under a pledge agreement entered into with Mediobanca as part of the Hedging Transaction, Vivendi will continue to have sole voting
and dispositive power with respect to the Shares that are the subject of the Hedging Transaction. At Vivendis election, the Hedging Transaction may be settled in cash or through the delivery of Shares.
Item 4. Purpose of Transaction
The
Filing Persons entered into the Open Market Purchases, the Hedging Transactions and the Share Swap for strategic investment purposes.
The
responses set forth in Items 3 and 6 of this Schedule 13D are incorporated by reference in their entirety into this Item 4.
4
The Filing Persons intend to continuously review their investment in the Issuer and reserve the
right to change their plans or intentions and to take any and all actions that it may deem appropriate to maximize the value of its investment in the Issuer, including by, among other things, acquiring additional securities of the Issuer, disposing
of any securities of the Issuer owned by them, or formulating other plans or proposals regarding the Issuer or securities of the Issuer to the extent deemed advisable by the Filing Persons in light of their general investment policies, market
conditions, subsequent developments affecting the Issuer (including, but not limited to, the attitude of the Issuers board of directors and management and other shareholders of the Issuer) and the general business and future prospects of the
Issuer, in each case in accordance with the terms of the agreements described in Item 6 of this Schedule 13D.
Except as described
elsewhere in this Schedule 13D and incorporated by reference into this Item 4 of this Schedule 13D, none of the Filing Persons or, to the best of the Filing Persons knowledge, the persons listed on Schedules I-A, I-B, II-A or
II-B, have any current intention, plan or proposal which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the
Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of Issuer
(a) As of the date of this Statement, the Filing Persons beneficially owned in the aggregate 2,007,701,565 Shares, constituting 14.9% of the
outstanding Shares. The percentage of Shares owned is based upon 13,470,955,451, as reported by the Issuer on April 15, 2015.
(b) The
number of Shares as to which there is sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Filing Persons is set
forth on the cover page in items 7 through 10.
(c) There have been no reportable transactions effected with respect to the Shares within
the last 60 days by the Reporting Persons except for the acquisition of beneficial ownership of the securities being reported on this Schedule 13D described in Item 3 of this Schedule 13D.
(d) Not applicable
(e) Not
applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of Issuer
Other than the matters described herein and in Item 3 and Item 4, the Filing Persons, and to the best of the Filing Persons
knowledge, none of the persons listed on Schedules I-A, I-B, II-A or II-B, have any other contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
None.
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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: July 1, 2015
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VIVENDI S.A. |
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By: |
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/s/ George E. Bushnell III |
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Name: George E. Bushnell III |
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Title: Senior Vice President and |
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Deputy General Counsel |
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SOCIETE DINVESTISSEMENTS ET DE GESTION 108 SIG 108 |
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By: |
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/s/ Frédéric Crépin |
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Name: Frédéric Crépin |
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Title: President |
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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.
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Name |
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Present principal occupation or employment |
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Principal Business Address and Citizenship (if other than France) |
Management Board |
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Arnaud de Puyfontaine |
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Chairman of the Management Board, Vivendi |
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42, avenue de Friedland, 75008 Paris, France |
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Hervé Philippe |
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Chief Financial Officer, Vivendi |
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42, avenue de Friedland, 75008 Paris, France |
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Stéphane Roussel |
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Senior Executive Vice President, Development and Organization, Vivendi |
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42, avenue de Friedland, 75008 Paris, France |
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Supervisory Board: |
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Vincent Bolloré |
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Chairman of the Supervisory Board, Vivendi |
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42, avenue de Friedland, 75008 Paris, France |
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Philippe Bénacin |
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Co-Founder and Chairman-Chief Executive Officer, Interparfums SA |
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4, rond-point des Champs-Élysées 75008 Paris France |
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Tarak Ben Ammar |
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Founder and Chief Executive Officer, Quinta Communications |
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32-34, rue Poussin, 75016 Paris France Tunisian citizen |
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Nathalie Bricault |
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Marketing and Logistics Manager, Investor Relations Department, Vivendi |
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42, avenue de Friedland, 75008 Paris, France |
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Pascal Cagni |
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Independent director of various companies |
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69 Courtfield Gardens, Flat 3, London SW5 0NJ, United Kingdom |
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Daniel Camus |
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Independent director of various companies. |
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8, chemin de Blandonnet, 1214 Vernier, Geneva, Switzerland
French and Canadian citizen |
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Paulo Cardoso |
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Assistant Treasurer, Vivendi |
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42, avenue de Friedland, 75008 Paris, France |
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Yseulys Costes |
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Chairwoman and Chief Executive Officer, 1000mercis |
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28, rue de Châteaudun, 75009 Paris, France |
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Dominique Delport |
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Chief Executive Officer, Havas Media Group global network |
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2 bis, rue Godefroy, 92800 Puteaux |
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Alexandre de Juniac |
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Chairman and Chief Executive Officer, Air France KLM |
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45, rue de Paris, Tremblay en France 95747
Roissy CDG Cedex France |
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Philippe Donnet |
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Chief Executive Officer, Generali |
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Via Marocchesa 14, 31021 Mogliano Veneto Italy |
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Aliza Jabès |
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Chairwoman, Nuxe group |
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19, rue Péclet, 75015 Paris, France |
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Virginie Morgon |
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Chief Operating Officer and member of the
Management Board, Eurazeo |
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32, rue de Monceau, 75008 Paris France |
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Katie Stanton |
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Vice President, Global Media, Twitter |
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1355 Market Street, San Francisco CA 94107
American citizen |
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Jean-René Fourtou |
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Honorary Chairman of the Supervisory Board, Vivendi |
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42, avenue de Friedland, 75008 Paris, France |
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Henri Lachmann |
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Honorary Vice-Chairman of the Supervisory Board, Vivendi/Vice Chairman of the Supervisory Board, Schneider Electric SA |
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35, rue Joseph Monier, 92500 Rueil-Malmaison, France |
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Claude Bébéar * |
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Honorary Chairman of the Supervisory Board, AXA Group |
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25, avenue Matignon, 75008 Paris, France |
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Pierre Rodocanachi* |
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Chief Executive Officer, Management Patrimonial Conseil |
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20, rue Quentin-Bauchart, 75008 Paris |
* |
Mr. Bébéar and Mr. Rodacanachi are non-voting directors. |
SCHEDULE I-B
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 SIG108 are set forth below.
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Name |
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Present principal occupation or employment |
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Principal Business Address and Citizenship (if other than France) |
None* |
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* |
Sig 108, a French société par actions simplifiée (SAS), has no directors and is managed by its President, Frédéric Crépin, listed below in Schedule II-B.
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SCHEDULE II-A
The name and present principal occupation or employment of each member of the management team of Vivendi is set forth below.
Each of the persons identified below is a citizen of France, with the exception of Simon Gillham, who is a citizen of Britain.
The business address for each person identified below is 42, avenue de Friedland, 75008 Paris, France.
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Name |
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Present principal occupation or employment |
Arnaud de Puyfontaine |
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Chairman of the Management Board, Vivendi |
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Hervé Philippe |
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Chief Financial Officer and Member of the Management Board, Vivendi |
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Stéphane Roussel |
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Senior Executive Vice President, Development and Organization and Member of the Management Board, Vivendi |
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Frédéric Crépin |
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Senior Executive Vice President and Group General Counsel, Vivendi |
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Simon Gillham |
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Chairman of Vivendi Village, Senior Executive Vice President, Communications, Vivendi |
9
SCHEDULE II-B
The name and present principal occupation or employment of each member of the management team of SIG108 is set forth below.
Each of the persons identified below is a citizen of France.
The business address for each person identified below is 42, avenue de Friedland, 75008 Paris, France.
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Name |
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Present principal occupation or employment |
Frédéric Crépin* |
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Senior Executive Vice President and Group General Counsel |
10
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