Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
December 16 2015 - 7:06AM
Edgar (US Regulatory)
This filing amends, cancels and replaces any previous submission about the ordinary and extraordinary sessions of the Telecom Italia Shareholders' Meeting met on 15 December 2015.
![](http://www.sec.gov/Archives/edgar/data/948642/000094864215000149/x15121612435200.jpg)
Filed by Telecom Italia S.p.A.
This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933
Subject Company: Telecom Italia S.p.A.
Commission File Number: 001-13882
IMPORTANT INFORMATION:
In connection with the proposed transaction, Telecom Italia expects to file a registration statement on Form F-4, which will include a prospectus (the “prospectus”), and a Tender Offer statement on Schedule TO (the “Schedule TO”). The proposed offer will be made exclusively by means of, and subject to, the terms and conditions set out in, an offer document containing and setting out the terms and conditions of the offer and a letter of transmittal to be filed with the United States Securities and Exchange Commission (the “SEC”) and mailed to shareholders.
The release, publication or distribution of this material in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this material is released, published or distributed should inform themselves about and observe such restrictions.
SHAREHOLDERS ARE URGED TO READ ANY DOCUMENTS REGARDING THE PROPOSED OFFER WHEN THEY BECOME AVAILABLE (INCLUDING THE EXHIBITS THERETO) AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED OFFER.
PRESS RELEASE
TELECOM ITALIA SHAREHOLDERS' MEETING HELD
4 CONVERSION OF SAVINGS SHARES INTO ORDINARY SHARES NOT APPROVED
4 APPOINTMENT OF 4 DIRECTORS APPROVED, SUBJECT TO THE NUMBER OF MEMBERS OF THE BOARD BEING REVISED UP FROM 13 TO 17
4 RELEASE FOR NEWLY APPOINTED DIRECTORS FROM NON-COMPETE OBLIGATION NOT APPROVED
Milan, 15 December 2015
The ordinary and extraordinary sessions of the Telecom Italia Shareholders' Meeting met today chaired by Giuseppe Recchi. The Shareholders' Meeting recorded the presence of 55.67% of the Company's ordinary share capital.
Telecom Italia S.p.A. – Registered Office: Via G. Negri 1, 20123 Milan Tax-code/VAT no. and enrolment in the Milan Business Register: 00488410010 Share capital €10,740,236,908.50 fully paid up certified e-mail address [casella PEC]: telecomitalia@pec.telecomitalia.it
In the
extraordinary session, the Shareholders' Meeting did not
approve the conversion of savings shares
into ordinary shares with the following voting percentages:
-
62.5%
of the attending share capital voted in favour;
-
1.5%
of the attending share capital voted against;
-
36.1%
of the attending share capital abstained.
The resolution
needed the favourable vote of the 2/3 of the attending share capital.
In the ordinary
session the Shareholders' Meeting:
4 approved the
proposal by the shareholder Vivendi SA to enlarge the Board of Directors of
Telecom Italia from 13 to 17 members;
4 approved the
appointment of four new Directors, according to the list presented by the
shareholder Vivendi SA: Arnaud Roy de Puyfontaine, Stéphane Roussel, Hervé
Philippe and Félicité Herzog; the new members will remain in office for the
remaining term of the existing Board
4 approved to
increase the overall remuneration of the Board of Directors, until the end of
the term, in proportion to the number of Directors appointed
Finally, the
Shareholders' Meeting did not approve the release of newly appointed
Directors from the non-compete obligation pursuant to article 2390 of the
Italian Civil Code. Less than half the votes (49.7%) were cast in favour of the
respective proposal.
The Shareholders'
Meeting ended at 5.40 p.m.
***
Following the
rejection of the mandatory part of the savings shares conversion operation, the
grounds on which the resolution, submitted for consideration by the Special
Shareholders' Meeting of savings shareholders of the Company convened for 17
December 2015, is based fall short.
***
The
registration statement, the Schedule TO and other related documents in relation
to the proposed offer will be available electronically without charge at the
SEC’s website, www.sec.gov, after they have been filed.
Telecom Italia
S.p.A. – Registered Office: Via G. Negri 1, 20123 Milan Tax-code/VAT no. and
enrolment in the Milan Business Register: 00488410010 Share capital
€10,740,236,908.50 fully paid up
certified e-mail address [casella PEC]: telecomitalia@pec.telecomitalia.it
Telecom
Italia
Press
Office
+39 06
3688 2610
http://www.telecomitalia.com/media
Telecom
Italia
Investor
Relations
+39 02
8595 4131
http://www.telecomitalia.com/investor_relations
Telecom Italia
S.p.A. – Registered Office: Via G. Negri 1, 20123 Milan Tax-code/VAT no. and
enrolment in the Milan Business Register: 00488410010 Share capital
€10,740,236,908.50 fully paid up
certified e-mail address [casella PEC]: telecomitalia@pec.telecomitalia.it
Telcom Italia (PK) (USOTC:TIAOF)
Historical Stock Chart
From May 2024 to Jun 2024
Telcom Italia (PK) (USOTC:TIAOF)
Historical Stock Chart
From Jun 2023 to Jun 2024