UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Telecom Italia S.p.A.
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(Name of Issuer)
Common Shares of euro 0.55 par value each
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(Title of Class of Securities)
87927W10
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(CUSIP Number)
Cristiana Vibaldi
MEDIOBANCA S.p.A.
Piazzetta Enrico Cuccia, 1
20121 Milan, Italy
011.39.02.8829.1
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Domenico Fanuele
Shearman & Sterling LLP
Via Borgognona, 47
00187 Rome, Italy
011.39.06.697.6791
October 18, 2006
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(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 ss. 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 ss. 240.13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10)
SCHEDULE 13D
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Page 2 of 10 Pages
----------------------- ----------------------
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mediobanca - Banca di Credito Finanziario S.p.A.
Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)|_|
(b)|X|*
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3 SEC USE ONLY
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SOURCE OF FUNDS (See Instructions)
4
See Item 4.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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7 SOLE VOTING POWER
NUMBER OF 206,464,069
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Not Applicable
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
206,464,069
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SHARED DISPOSITIVE POWER
10
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,464,069
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.54%
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14 TYPE OF REPORTING PERSON (See Instructions)
BK
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* Mediobanca - Banca di Credito Finanziario S.p.A. (the "Reporting Person")
expressly disclaims that it is a member of a "group" as such term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act") or Rule
13d-5(b)(1) thereunder. As detailed in Item 5 of this Statement, if a "group"
consisting of the parties to the 2006 Shareholders Agreement (as such term is
defined in Item 3 of this Statement) were deemed to exist, the Reporting Person
would be deemed to beneficially own, and be deemed to share the power to vote or
direct the voting of all of the Telecom Italia Shares (as such term is defined
in Item 1 of this Statement) owned by the members of such deemed group, which
would be 3,104,389,492 Telecom Italia Shares, representing 23.2% of the Telecom
Italia Shares outstanding as of the date of the 2006 Shareholders Agreement.
Page 2 of 10
1. Security and Issuer.
The equity securities to which this statement relates are the common shares, par
value euro 0.55 per share (the "Telecom Italia Shares"), of Telecom Italia
S.p.A. ("Telecom Italia"), a corporation organized under the laws of Italy,
whose principal executive offices are located in Piazza degli Affari 2, 20123
Milan, Italy.
2. Identity and Background.
This Schedule is being filed by MEDIOBANCA - Banca di Credito Finanziario
Societa per Azioni, in abbreviated form MEDIOBANCA S.p.A (the "Reporting
Person"), a corporation organized under the laws of Italy, whose head office and
principal executive offices are located in Piazzetta Enrico Cuccia 1, 20121
Milan, Italy. The principal business of the Reporting Person is to raise funds
and provide credit in any of the forms permitted, especially medium- and
long-term credit to corporations. Within the limits permitted under current
European and Italian banking regulations, the Reporting Person may execute all
banking, financial and intermediation-related transactions and/or services and
carry out any transaction deemed to be instrumental to or otherwise connected
with the achievement of its corporate purpose.
The names, citizenship, business addresses and principal occupations or
employments of the executive officers and directors of the Reporting Person are
set forth in Annex A, which is incorporated herein by reference.
During the last five years, neither the Reporting Person nor, to the Reporting
Persons's best knowledge, any of the persons listed in Annex A, have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was 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.
3. Source and Amount of Funds or Other Considerations.
This Schedule relates to the deemed acquisition by the Reporting Person of
beneficial ownership of Telecom Italia Shares beneficially held by such
Reporting Person resulting from an agreement entered into by Pirelli & C S.p.A.,
Edizione Holding S.p.A., Edizione Finance International S.A., Assicurazioni
Generali S.p.A., Olimpia S.p.A. and the Reporting Person, on October 18, 2006
(the "2006 Shareholders Agreement") pursuant to which such shareholders may be
deemed to have formed a "group" with respect to the Telecom Italia Shares for
purposes of Section 13(d) of the Act, as a result of which the Reporting Person
may be deemed to beneficially own the Telecom Italia Shares owned by the
remaining parties to the 2006 Shareholders Agreement. See also Item 5. below.
Such deemed acquisition did not involve a purchase and as such no funds or other
consideration were used in making such acquisition.
A summary of the 2006 Shareholders Agreement is contained in Item 6. below and a
translation thereof is attached hereto as Exhibit 1.
4. Purpose of Transaction.
This Schedule relates to the deemed acquisition by the Reporting Person of
beneficial ownership of the Telecom Italia Shares beneficially held by such
Reporting Person resulting from the 2006 Shareholders
Page 3 of 10
Agreement, pursuant to which such shareholders may be deemed to have formed a
"group" with respect to the Telecom Italia Shares for purposes of Section 13(d)
of the Act.
Through the execution of the 2006 Shareholders Agreement, the Reporting Person
intends, together with the other parties to such 2006 Shareholders Agreement, to
ensure continuity and stability in the shareholding and governance structure of
Telecom Italia, in order to foster its further development through economic and
financial equilibrium to create value for all shareholders.
The Reporting Person intends to continuously review its holdings in Telecom
Italia on a regular basis in light of the objectives of the parties to the 2006
Shareholders Agreement described above and, as a result thereof, in determining
plans or proposals with respect to Telecom Italia, may at any time or from time
to time determine to (a) acquire additional securities of Telecom Italia,
through open market purchases, privately negotiated transactions or otherwise,
(b) dispose of any securities of Telecom Italia owned by it in the open market,
in privately negotiated transactions or otherwise, or (c) take any other
available course of action, which could involve one or more of the types of
transactions or have one or more of the results described in the next paragraph
of this Item 4. Notwithstanding anything contained herein, the Reporting Person
specifically reserves the right to change its intention with respect to any or
all of such matters. In reaching any decision as to its course of action (as
well as to the specific elements thereof), the Reporting Person currently
expects that it would take into consideration a variety of factors, including,
but not limited to, Telecom Italia's business, financial condition and
prospects, other developments concerning Telecom Italia and its businesses
generally, other developments and other business opportunities available to the
Reporting Person, developments with respect to the Reporting Person's business
and general economic outlook, changes in law and government regulations, general
economic conditions, and money, currency, commodity and stock market conditions,
including the market price of the securities of Telecom Italia.
Other than as described above, the Reporting Person currently does not have any
plans or proposals that would result in (a) the acquisition by any person of
additional securities of Telecom Italia or the disposition of securities of
Telecom Italia, (b) an extraordinary corporate transaction involving Telecom
Italia or any of its subsidiaries, (c) a sale or transfer of a material amount
of assets of Telecom Italia or any of its subsidiaries, (d) any change in the
present board of directors or management of Telecom Italia, (e) any material
change in Telecom Italia's capitalization or dividend policy, (f) any material
change in Telecom Italia's business or corporate structure, (g) any change in
Telecom Italia's charter or bylaws or other instrument corresponding thereto or
other action which may impede the acquisition of control of Telecom Italia by
any person, (h) causing a class of Telecom Italia's securities to be
deregistered or delisted, (i) a class of equity securities of Telecom Italia
becoming eligible for termination of registration or (j) any action similar to
any of those enumerated above.
5. Interest in Securities of Telecom Italia.
The Reporting Person currently is the beneficial owner of, and, subject to the
terms of the 2006 Shareholders Agreement, has sole voting and dispositive power
over 206,464,069 Telecom Italia Shares, representing approximately 1.54% of the
currently outstanding Telecom Italia Shares.
Pursuant to Rule 13(d)(5), the Reporting Person (as well as the other parties to
the 2006 Shareholders Agreement) may be deemed to be the beneficial owner of all
of the 3,104,389,492 Telecom Italia Shares beneficially owned in the aggregate
by such parties (representing approximately 23.2% of the outstanding Telecom
Italia Shares). The Reporting Person expressly disclaims being a member of a
"group" as such term is used in Section 13(d)(3) of the Act, or Rule 13d-5(b)(1)
thereunder, and expressly disclaims beneficial ownership of, or voting or
dispositive power over, any Telecom Italia Shares beneficially or directly owned
by the parties to the 2006 Shareholders Agreement which may be deemed to be
Page 4 of 10
beneficially owned by the Reporting Person solely by virtue of it being a party
to the 2006 Shareholder Agreement.
The beneficial ownership of Telecom Italia Shares by the persons listed on Annex
A, if any, is indicated next to such person's name in such Annex A. To the best
knowledge of the Reporting Person, such persons have sole voting and dispositive
power over their Telecom Italia Shares.
Except as set forth in this statement, neither the Reporting Person nor, to the
best knowledge of the Reporting Person, any of the persons listed in Annex A, is
the beneficial owner of, or has the right to acquire, directly or indirectly,
any Telecom Italia Shares, nor has the Reporting Person or, to the best
knowledge of the Reporting Person, any of the persons listed in Annex A,
effected any transactions in the Telecom Italia Shares during the 60 days prior
to the date hereof.
(d) Not applicable.
(e) Not applicable.
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of Telecom Italia.
On October 18, 2006, each of Pirelli & C., Edizione Holding, Edizione Finance,
Olimpia S.p.A. ("Olimpia"), Assicurazioni Generali S.p.A. ("Generali") and the
Reporting Person entered into the 2006 Shareholders Agreement relating to, among
other things, certain Telecom Italia Shares held by each of Olimpia, Generali
and the Reporting Person (collectively, the "Affected Parties") comprising, in
aggregate, 23.2% of the total number of issued and outstanding Telecom Italia
Shares. An English translation of the 2006 Shareholders Agreement is filed as
Exhibit 1.
The 2006 Shareholders Agreement applies to (i) all of Telecom Italia Shares held
by Olimpia, (ii) certain Telecom Italia Shares held by Generali (comprising
3.67% of the total number of issued and outstanding Telecom Italia Shares) and
(iii) certain Telecom Italia Shares held by the Reporting Person (comprising
1.54% of the total number of issued and outstanding Telecom Italia Shares).
Telecom Italia Shares that are subject to the 2006 Shareholders Agreement are
referred to below as "Affected Shares".
The parties to the 2006 Shareholders Agreement agree to form a board of
representatives (the "Shareholders Board") which has certain decision-making
functions under the agreement. Each of Generali and the Reporting Person (and
any additional party that is admitted to the agreement in the future) will have
the right to appoint one member to the Shareholders Board, and Olimpia will have
the right to appoint a number of members equal to the aggregate of the number of
all other members of the Shareholders Board. Olimpia will also have the right to
appoint the chairman of the Shareholders Board. The Shareholders Board will meet
prior to each shareholders meeting of Telecom Italia to discuss all matters that
are scheduled to be voted upon by the holders of Telecom Italia Shares at such
shareholders meeting. If the members of the Shareholders Board unanimously agree
on how the Affected Shares shall be voted in relation to a particular matter,
then each of the Affected Parties will be required to vote all of its Affected
Shares in that manner. If the members of the Shareholders Board do not
unanimously agree as to how the Affected Shares shall be voted, then the
Affected Parties will be free to vote the Affected Shares held by them at their
own discretion.
During the term of the 2006 Shareholders Agreement, each of the Affected Parties
is prohibited from transferring more than 20% of the number of Affected Shares
that it owns as of the date of the agreement (whether directly, or through
derivative or other arrangements that have the effect of transferring the
economic risks or benefits associated with the ownership of such shares).
Page 5 of 10
Each of the Reporting Person and Generali may acquire additional Telecom Italia
Shares, provided that such party does not at any time hold an aggregate number
of Telecom Italia Shares that exceeds by more than 25% the number of Affected
Shares held by such party as of the date of execution of the 2006 Shareholders
Agreement. Any Telecom Italia Shares so acquired by the Reporting Person or
Generali will be deemed Affected Shares.
No party to the 2006 Shareholders Agreement may purchase any Telecom Italia
Shares without first notifying the Shareholders Board and the other parties to
the 2006 Shareholders Agreement. Also, each party must promptly notify the
Shareholders Board and each other party in the event that it transfers any
Telecom Italia Shares.
Under the 2006 Shareholders Agreement, each of Generali and the Reporting Person
has certain rights of first refusal that are triggered in the event that Olimpia
proposes to transfer all (but not less than all) of its Telecom Italia Shares to
any third party. However, such rights of first refusal will not arise if the
applicable third party acquiror also offers to acquire Telecom Italia Shares
held by Generali and/or the Reporting Person on the same terms and conditions
that it proposes to acquire Telecom Italia Shares held by Olimpia. Generali and
the Reporting Person also have rights of first refusal that are triggered in the
event that Pirelli & C. (whether acting alone or together with Edizione Finance
or Edizione Holding) proposes to transfer more than 50% of the issued and
outstanding shares of Olimpia to a third party.
Olimpia is required to promptly consult with each of Generali and the Reporting
Person if (i) any third party makes an offer to become a shareholder of Olimpia
by making a capital contribution thereto in the form of Telecom Italia Shares
and (ii) such capital contribution would result in Olimpia's aggregate holding
of Telecom Italia Shares being in excess of a certain threshold prescribed under
applicable Italian law so as to require Olimpia to make a mandatory tender offer
for Telecom Italia Shares. In that event, Generali and the Reporting Person will
have the option to either (i) become shareholders of Olimpia by contributing
their respective Telecom Italia Shares thereto on the same terms and conditions
proposed by the third party or (ii) reduce their respective holdings of Telecom
Italia Shares by such amount as may be necessary to ensure that Olimpia is not
required under applicable Italian law to make a tender offer for Telecom Italia
Shares. If Generali and the Reporting Person do not (within such reasonable time
as Olimpia may stipulate) commit to take those actions set forth in either of
clauses (i) and (ii) in the immediately preceding sentence, then Olimpia may
accept the offer of the third party and terminate the Shareholders Agreement.
The 2006 Shareholders Agreement has an initial term of three years, and shall
automatically be renewed for successive periods of three years unless any party
delivers a notice of termination to each other party at least three months prior
to the expiration of the then-current term.
The 2006 Shareholders Agreement provides that holders of 0.5% or more of the
total number of issued and outstanding Telecom Italia Shares may be admitted as
additional parties to the agreement from time to time with the unanimous consent
of the existing parties thereto.
Pirelli & C., Edizione Holding, Edizione Finance, Generali and the Reporting
Person issued a joint press release concerning the 2006 Shareholders Agreement
on October 18, 2006, a copy of which is filed as Exhibit 2.
7. Materials to be Filed as Exhibits.
Exhibit 1: Shareholders Agreement, dated as of October 18, 2006, by and among
Pirelli & C, Edizione Holding, Edizione Finance, Olimpia, Generali
and Mediobanca. (English translation)
Page 6 of 10
Exhibit 2: Joint Press Release, dated as of October 18, 2006, issued by
Pirelli & C, Edizione Holding, Edizione Finance, Olimpia, Generali
and Mediobanca.
Page 7 of 10
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 30, 2006
/s/ Renato Pagliaro
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Signature
Renato Pagliaro
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Co-General Manager and Corporate Secretary
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Name/Title
/s/ Cristiana Vibaldi
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Signature
Cristiana Vibaldi
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Middle Manager - Authorized Signatory
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Name/Title
Page 8 of 10
ANNEX A
REPORTING PERSON'S EXECUTIVE OFFICERS AND DIRECTORS
All of the persons listed below are of Italian citizenship, other than the
following: Messrs. Rampl and Strutz (German), Messrs. Azema, Ben Ammar, Bernheim
and Bollore (French).
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Telecom Italia
Office Name and Place and Term Principal activities performed by Shares
surname date of birth expires the Directors outside Mediobanca Beneficially
Owned
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None
Gabriele GALATERI Rome, Italy Deputy Chairman Assicurazioni Generali
Chairman di GENOLA January 11, 1947 2009 Deputy Chairman RCS MediaGroup
Director IFI
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Deputy Cesare GERONZI Marino, Italy 2007 Chairman Capitalia None*
Chairman February 15, 1935
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None
Deputy Dieter RAMPL Munich, Germany 2009 Chairman and Member of Executive
Chairman September 5, 1947 Committee UniCredito
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Director Matteo ARPE Milan, Italy 2009 Managing Director Capitalia **
November 3, 1964
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Director Jean AZEMA Pantin, France 2009 General Manager Groupama **
February 23, 1953
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None
Director Tarak BEN AMMAR Tunis, Tunisia 2009 Chairman and General Manager,
June 12, 1949 Quinta Communications
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Chairman Edizione Holding 1,946,250
Director Gilberto BENETTON Treviso, Italy 2008 Chairman Autogrill
June 19, 1941 Deputy Chairman Telecom Italia
Director Autostrade
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Chairman Assicurazioni Generali 189,939
Deputy Chairman LVMH
Director Antoine BERNHEIM Paris, France 2008 Deputy Chairman Bollore
September 4, 1924 Investissement
Director Banca Intesa
Director Christian Dior
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Boulogne Chairman and General Manager **
Director Vincent BOLLORE Billancourt, France 2009 Group Bollore
April 1, 1952
Page 9 of 10
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Managing Director Pirelli & C. None
Director Carlo BUORA Milan, Italy 2008 Managing Director Telecom Italia
May 26, 1946
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Casale Monferrato, 7,239***
Director Giancarlo CERUTTI Italy Managing Director Officine
September 28, 2008 Meccaniche Giovanni Cerutti
1950
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Chairman Immsi 235,777
Director Roberto COLANINNO Mantua, Italy 2007 Chairman Piaggio & C.
August 16, 1943
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Director Ennio DORIS Tombolo, Italy 2009 Managing Director Mediolanum None
July 3, 1940
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Chairman IFI **
Director Gianluigi GABETTI Turin, Italy 2007 Chairman and Managing Director
August 29, 1924 IFIL
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Lawyer None
Rome, Italy 2007 Chairman Banca di Roma
Director Berardino LIBONATI March 8, 1934 Director Pirelli & C.
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Director Jonella LIGRESTI Milan, Italy 2007 Chairman Fondiaria - SAI 671
March 23, 1967
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None
Novi Ligure, Italy Deputy Chairman UniCredito Italiano
Director Fabrizio PALENZONA September 1, 1953 2008 Director Fondazione
Cassa di Risparmio di Alessandria
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Carlo Milan, Italy Director and General Manager None
Director PESENTI March 30, 1963 2008 Italmobiliare
Managing Director Italcementi
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Managing Director UniCredito None
Director Alessandro PROFUMO Genoa, Italy 2008 Italiano
February 17, 1957
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CFO of Supervisory Board None
Director Eric STRUTZ Mainz, Germany 2008 Commerzbank International
December 13, 1964
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General Alberto Milan, Italy Not General Manager of the Reporting None
Manager NAGEL June 7, 1965 applicable Person
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Co-General Renato PAGLIARO Milan, Italy Not Co-General Manager of the Reporting None
Manager 20 February 1957 applicable Person
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* On September 27, 2006, Mr Geronzi sold 5,280 Telecom Italia Shares in a
market transaction.
** Not available.
*** On October 30, 2006, Mr Cerutti acquired 7,000 Telecom Italia Shares
in a market transaction.
Page 10 of 10
Exhibit No. Description
Exhibit 1 Shareholders Agreement, dated as of October 18, 2006, by and
among Pirelli & C, Edizione Holding, Edizione Finance, Olimpia,
Generali and Mediobanca. (English translation)
Exhibit 2 Joint Press Release, dated as of October 18, 2006, issued by
Pirelli & C, Edizione Holding, Edizione Finance, Olimpia,
Generali and Mediobanca.
Exhibit 1
SHAREHOLDERS' AGREEMENT
BETWEEN
Pirelli & C S.p.A., a company organised under the laws of Italy, having its
registered office in Milan, Via Gaetano Negri, 10, registered in the Register of
Enterprises of Milan at no. 00860340157, as represented by its legal
representative Marco Tronchetti Provera ("Pirelli");
AND
Edizione Holding S.p.A., a company organised under the laws of Italy, having its
registered office in Treviso, Calmaggiore 23, registered in the Register of
Enterprises of Treviso at no. 00778430264, as represented by its legal
representative Gilberto Benetton ("Edizione Holding"), and Edizione Finance
International S.A., a company organised under the laws of Luxembourg, currently
owned by 100% of its share capital by Edizione Holding, having its registered
office in Luxembourg, Place d'Armes 1, registered in the Chamber of Commerce of
Luxembourg at no. B77504, as represented by its legal representative Gustave
Stoffel (individually "Edizione Finance" and together with Edizione Holding,
"Edizione");
AND
Olimpia S.p.A., a company organised under the laws of Italy, having its
registered office in Milan, Viale Sarca 222, registered in the Register of
Enterprises of Milan at no. 03232190961, as represented by its Director Carlo
Buora ("Olimpia");
AND
Assicurazioni Generali S.p.A., a company organised under the laws of Italy,
having its registered office in Trieste, Piazza Duca degli Abruzzi 2, registered
in the Register of Enterprises of Trieste at no. 00079760328, as represented by
its legal representatives Raffaele Agrusti e Michele Amendolagine ("Generali ");
AND
Mediobanca S.p.A., a company organised under the laws of Italy, with registered
office in Milan, Piazzetta Enrico Cuccia 1, registered in the Register of
Enterprises of Milano at no. 00714490158, as represented by its legal
representatives Alberto Nagel e Renato Pagliaro ("Mediobanca");
For the purposes of this shareholder's agreement (the "Agreement"), hereinafter
individually referred to as a "Party", and collectively as "Parties", and
Pirelli and Edizione jointly indicated as "Olimpia Shareholders".
WHEREAS
A Olimpia Shareholders hold an interest in Olimpia, equal to 80% for Pirelli
and equal to 20% for Edizione; in particular, Edizione Holding holds an interest
equal to 9,38%, which from the date of effectiveness of the partial demerger
already resolved but not yet executed shall be amalgamated into Sintonia S.p.A,
which shall undertake all the obligations provided for in this Agreement, and
Edizione Finance, which at the time of effectiveness of the demerger shall be
controlled by 100% by Sintonia S.p.A, holds an interest equal to 10,62%.
B Olimpia, Generali e Mediobanca are shareholders of Telecom Italia S.p.A., a
company having its registered office in Milan, Piazza degli Affari n. 2,
registered in the Register of Enterprises of Milan at no. 00488410010 ("Telecom"
or the "Company"), and tie-up in this Agreement the Telecom Italia Shares of the
Company as hereinafter indicated:
-----------------------------------------------------------------------
no. of Telecom Italia % on ordinary
Shares capital
-----------------------------------------------------------------------
Olimpia 2,407,345,359 17.99%
-----------------------------------------------------------------------
Gruppo Generali 490,580,064 3.67%
-----------------------------------------------------------------------
Mediobanca 206,464,069 1.54%
-----------------------------------------------------------------------
Total 3,104,389,492 23.20%
-----------------------------------------------------------------------
C The Parties intend to execute this Agreement which provisions, besides
establishing legally binding obligations, are founded and pursue mutual
commitments of honour.
Now therefore,
IT IS HEREBY AGREED AS FOLLOWS
1. The Parties intend to ensure continuity and stability of the proprietary
structure and governance of the Telecom Group. The objective is to sustain its
industrial development, both in Italy and abroad, in a context of economic and
financial equilibrium for the best creation of value for Telecom shareholders.
2. This Agreement is open to be joined by new parties sharing its spirit and
objectives, subject to the condition that such new parties own an interest of at
least 0,5% of Telecom ordinary share capital and it being understood that the
acceptance of any such new parties shall be subject to the unanimous approval of
all Parties.
3. The Telecom shares tied-up in this Agreement are those indicated in whereas B
(percentages are calculated, at the second decimal, against the number of
outstanding Telecom Italia Shares of the Company on the date of execution of
this Agreement). Any Telecom shares resulting from the exercise of option rights
or from the conversion/exercise of financial instruments deriving from the
exercise of the option rights pertaining to the shares already tied-up shall
also be tied-up in this Agreement.
4. There is no person who, by virtue of this Agreement, exercises control on
the Company pursuant to article 93 of TUF.
5. This Agreement is managed by a body (the "Board"), in office for the whole
duration of the Agreement and made up of an even number of members, half of
which are appointed by Olimpia and one (1) each by the other Parties except for
Pirelli and Edizione. The Chairman of the Board (the "Chairman") is designated
by Olimpia.
The Chairman calls and chairs the meetings of the Board. The post of Secretary
of the Board is assigned to a person designated by the Chairman approved by the
Parties. The Board shall meet, upon a call of the Chairman delivered with at
least (2) two-days of notice and, in case of urgency, with at least (24)
twenty-four-hours of notice:
- prior to each ordinary and extraordinary shareholders' meeting of
Telecom;
- on the initiative of the Chairman or pursuant to a request of at least
two Parties;
- to resolve upon the admission of new parties to the Agreement;
- to resolve on the possible termination of the Agreement.
The Board resolves on an unanimous basis.
2
The Parties undertake to each other that they will cast the vote pertaining to
the shares tied-up in this Agreement in accordance with the directions
unanimously adopted by the Board. Should any decision relating to matters
falling within the power of the shareholders' meeting of Telecom not be taken
unanimously by the Board, the dissenting Party shall have the discretion to
exercise freely its voting rights in Telecom shareholders' meeting.
6. Save for the unanimous consent of all the Parties and for what provided
under article 7, for the duration of this Agreement each Party which has tied-up
Telecom shares to this Agreement as per article 3 undertakes that it shall not
transfer (and shall procure that no transfer is made) of any such Telecom shares
except for a maximum of 20% of the holding tied-up in this Agreement by each of
the Parties at the time of its execution as per whereas B; save for the
possibility to repurchase any such Telecom shares (which shall be tied-up again
to this Agreement) within said 20% limit. For the purposes of this Agreement,
"transfer" shall mean (i) any sort of sale, both universal and singular, for
free and for consideration, and (ii) any transaction, act or agreement,
universal or singular, for free or for consideration, by virtue of which it is
achieved directly or indirectly (also through the transfer of holdings in
companies which hold directly or indirectly Telecom shares tied-up in this
Agreement) the direct or indirect transfer of the ownership (also by way of the
execution of derivatives or other kinds of agreements, which effect is to
transfer to third parties the financial exposure to the ownership of the tied-up
shares) or of any other right arising out or anyway connected to such shares. It
is understood that any transfer and/or any subsequent repurchase of Telecom
shares within the above-mentioned limits shall be promptly communicated to the
Board and to the Parties. It is also understood that Olimpia shall not be
prevented by this paragraph from creating a pledge on Telecom shares in
fulfilment of obligations already existing at the date of execution of this
Agreement.
In derogation of the previous paragraph, the transfer of the tied-up shares of a
Party shall be permitted within the reference group of such Party, as long as
the transferee is controlled directly or indirectly, by the transferor and the
transferee undertakes the obligations provided in this Agreement. For the
purposes of this provision, control shall be deemed existing only in the case
provided for by article 2359, paragraph 1, no. 1), of the Italian Civil Code.
In further derogation of the first paragraph, should Olimpia intend to transfer
the entire (and not part of the) interest held by same in Telecom to one or more
third party purchasers, acting in concert with each other, who have submitted an
offer to buy, Olimpia shall allow that Generali and Mediobanca exercise a right
of first refusal on such interest, by notifying through registered mail to
Generali and Mediobanca the economic terms offered for the purchase of the
interest and the term (which shall in no event be prior to fifteen (15) days
from receipt of the notice) within which the right of first refusal can be
exercised.
Generali and Mediobanca shall be entitled to exercise the right of first refusal
jointly, on a pro-rata basis, or individually for the entire participation held
by Olimpia in Telecom and at the same economic terms offered by the third party
purchaser/s, through registered mail to be received by Olimpia within the term
indicated by same in accordance with the previous paragraph.
The closing of the purchase of the shares upon which Generali and/or Mediobanca
shall have exercised the right of first refusal shall be made within thirty (30)
days from the date on which Olimpia has received the relevant notice of
exercise.
It is hereby understood that Generali and/or Mediobanca shall not be entitled to
exercise their right of first refusal where Olimpia shall have obtained that the
third party purchaser/s commit to purchase, in addition to the Telecom shares
held by Olimpia, also the Telecom shares tied-up to this Agreement by Generali
and/or Mediobanca at the same terms and conditions offered to Olimpia. If such
event, Generali and/or Mediobanca shall be free to elect whether to transfer the
Telecom shares tied-up by same to this Agreement to the third party purchaser/s,
at the conditions determined in the offer of the third party purchaser/s, or
rather to refuse
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the offer thus determining the final forfeiture of their right of first refusal.
The decision to accept or rather refuse the offer shall be notified by Generali
and/or Mediobanca to Olimpia through registered mail to be received by Olimpia
within the term indicated by the latter in the notice communicating the offer of
the third party purchaser/s, which term shall never be less than fifteen (15)
days.
In the case of lack of exercise of the right of first refusal or of its
forfeiture, or in the case of non performance of the obligation to purchase the
shares on which the right of first refusal has been exercised by them (and save
in the latter case for the right of Olimpia to compensation for any damages),
Olimpia shall be free to sell its interest to the third party purchaser/s at the
conditions determined in the offer.
In case of transfer of the interest of Olimpia to Generali and/or Mediobanca, or
rather to the third party purchaser/s, this Agreement shall be deemed terminated
as from the date of the relevant transfer.
7. Except for what is provided for under article 6 with respect to the possible
transfer and subsequent repurchase of Telecom shares within the limit of 20% of
the shares tied-up to this Agreement, each of Generali and Mediobanca shall be
entitled to purchase, directly or indirectly, additional Telecom shares (which
shall also be tied-up to this Agreement for the period during which they are
owned) exclusively up to a maximum of 25% of the Telecom shares tied-up to this
Agreement by each of them as per whereas B, and provided further that this does
not result in exceeding the relevant thresholds under mandatory tender offer
statute as applicable from time to time. For the calculation of the aforesaid
25% limit, the Telecom shares owned by Mediobanca and Generali on the date of
execution of this Agreement and not tied-up to same shall be accounted for. Any
purchase of Telecom shares by any of the Parties shall be previously
communicated to the Board and to the Parties, whereas any transfer shall be
promptly notified to the Board and to the Parties. On the date of execution of
this Agreement each Party shall communicate to the Board and to the other
Parties the amount of Telecom shares owned and not tied-up, or which may be
purchased pursuant to its own initiative, by virtue of option, conversion or
other kind of rights.
8. This Agreement shall be effective as from the date of execution and shall
remain in force for a period of three (3) years, and therefore until 18 October
2009 (the "Three-year Term").
Starting from the expiring of the Three-year Term this Agreement shall be deemed
to be tacitly renewed by three (3) further years and thereafter, unless any
Party has previously delivered to the other Parties a notice of termination with
three (3) months of notice.
9. Should any third parties offer to enter into Olimpia share capital by way of
contribution in kind of an interest in Telecom, which where added to the
interest of the Parties would take the aggregate interest to exceed the
threshold provided for the triggering of a mandatory tender offer, Olimpia shall
promptly consult with Generali and Mediobanca, which shall be entitled to either
(i) enter into Olimpia share capital by way of contribution in kind of their
Telecom shares at the same conditions offered by the third party, or rather (ii)
reduce their interest at a level so as to avoid that the threshold for the
mandatory tender offer is passed. Should Generali and Mediobanca do not confirm
their commitment to do any of the actions provided for under (i) and (ii) within
the reasonable term indicated by Olimpia, then Olimpia shall be entitled to
accept the offer of the third parties, and from the date of acceptance of the
offer this Agreement shall be terminated.
10. No amendments of this Agreement shall be effective without the previous
unanimous writing approval of all the Parties.
11. All notices to be made pursuant to this Agreement shall be made in writing
through registered mail, anticipated by fax, to the following addresses or to
those subsequently communicated in writing at the same conditions by each Party
to the others:
As for as Pirelli:
[omissis]
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As for as Edizione:
[omissis]
Edizione Finance International S.A.
[omissis]
As for as Olimpia:
[omissis]
As for as Generali:
[omissis]
As for as Mediobanca:
[omissis]
As for as the Board
c/o Secretary of the Agreement
12. This Agreement shall be construed and regulated under the laws of Italy. Any
disputes deriving from or relating to this Agreement shall be resolved by way of
ritual and de jure arbitration in accordance with the Regulation of the Chamber
of National and International Arbitration of Milan, which the Parties confirm to
know and to accept in their entirety.
13. This Agreement does not affect or modify and leaves as they are the existing
agreements between Pirelli and Edizione and Olimpia and other Telecom
shareholders and their relevant rights and obligations, as disclosed in
conformity with applicable laws, which the Parties recognize to know; therefore,
the provisions of this Agreement shall not restrict in any manner the possible
transfer of Olimpia shares, save that Pirelli and Edizione shall communicate
promptly to Generali and Mediobanca any such transfer to third parties. It is
understood that any amendments to the existing agreements between Pirelli and
Edizione and Olimpia and other Telecom shareholders shall be promptly
communicated to the Parties and the Board.
However, it is hereby understood that should Pirelli, alone or jointly with
Edizione, intend to sell to one or more third party purchasers, acting in
concert, who have submitted an offer to purchase an interest in Olimpia
exceeding 50%, the provisions concerning the right of first refusal of Generali
and/or Mediobanca, its possible forfeiture and the termination of this Agreement
provided for with reference to the Telecom shares under paragraphs from 3 to 8
of article 6, shall apply mutatis mutandis to said interest in Olimpia.
Milan, 18 October 2006
Pirelli
Edizione Holding
Edizione Finance
Olimpia
Generali
Mediobanca
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Exhibit 2
JOINT PRESS RELEASE FROM PIRELLI & C. S.p.A., EDIZIONE HOLDING S.p.A.,
EDIZIONE FINANCE INTERNATIONAL S.A., OLIMPIA S.p.A.,
MEDIOBANCA S.p.A. AND ASSICURAZIONI GENERALI S.p.A.
OLIMPIA, MEDIOBANCA AND GENERALI ENTER INTO A SHAREHOLDERS'
AGREEMENT ON TELECOM ITALIA
Milan, 18 October 2006 - Today Olimpia, Pirelli, Edizione Holding, Edizione
Finance International, Mediobanca and Generali have executed a shareholder's
agreement by way of which Olimpia, Mediobanca and Generali have tied-up a total
of 23.2% of Telecom Italia Telecom Italia Shares.
Through the execution of the agreement, the Parties intend to ensure continuity
and stability of the proprietary structure and governance of Telecom Italia
Group, with the objective of sustaining its industrial development in a context
of economic and financial equilibrium for the creation of value for all
shareholders.
The agreement, which has a duration of three years, is managed by a Board of
which all the Parties are members and which Chairman will be designated by
Olimpia. The agreement provides in particular for the following:
o the obligation of the Parties to consult with each other on how to
exercise their voting rights, prior to each shareholders' meeting of
Telecom Italia, without prejudice to each Party's discretion to freely
exercise its vote in Telecom shareholders' meetings where the Board of
the pact do not unanimously agree;
o the possibility for new parties owning at least 0.5% in Telecom Italia
to join the agreement;
o lock-up on theTelecom Italia shares tied-up in the pact, except for
certain limited operational spaces;
o the possibility that Olimpia sells all of its equity investment,
subject to a right of first refusal of Mediobanca and Generali; such
right of first refusal shall not apply in the case of an offer to buy
the shares held by Olimpia, Mediobanca and Generali; the same mechanism
is applicable in the case of a sale by Pirelli, alone or jointly with
Edizione, to third parties of an interest in Olimpia exceeding 50%; up
to such threshold, sales by Pirelli, alone or jointly with Edizione, of
Olimpia shares are not restricted;
o the possibility that Mediobanca and Generali purchase additional shares
up to a maximum of 25% of the Telecom Italia shares contributed in the
pact by each of them;
o the possibility that Olimpia increases its share capital by way of a
contribution in kind of Telecom Italia shares by new shareholders.
The agreement, which is annexed in its entirety in the Italian version to this
press release, will be published in conformity with applicable laws.