Telecom Italia S.p.A. announces tender offers

Not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or in or into or to any person located or resident in any other jurisdiction where it is unlawful to distribute this document.

Telecom Italia S.p.A. (the Company) hereby announces that it is inviting eligible Noteholders of its €1,250,000,000 5.250 per cent. Notes due February 2022 (the February 2022 Notes), €1,000,000,000 4.500 per cent. Notes due January 2021 (the January 2021 Notes), €1,000,000,000 4.875 per cent. Notes due September 2020 (the September 2020 Notes), €1,000,000,000 4.000 per cent. Notes due January 2020 (the January 2020 Notes), €1,250,000,000 5.375 per cent. Notes due January 2019 (the January 2019 Notes), €750,000,000 6.125 per cent. Notes due December 2018 (the December 2018 Notes), €750,000,000 4.750 per cent. Notes due May 2018 (the May 2018 Notes), €1,000,000,000 4.500 per cent. Notes due September 2017 (the September 2017 Notes) and €1,000,000,000 7.000 per cent. Notes due January 2017 (the January 2017 Notes and, together with the February 2022 Notes, the January 2021 Notes, the September 2020 Notes, the January 2020 Notes, the January 2019 Notes, the December 2018 Notes, the May 2018 Notes and the September 2017 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash (such invitation, the Offers and each an Offer) up to €2,000,000,000 in aggregate nominal amount of the Notes (the Maximum Acceptance Amount), in the order of priority and on the terms set out below.

The Offers are made on the terms and subject to the conditions set out in the tender offer memorandum dated 14 April 2015 (the Tender Offer Memorandum) prepared in connection with the Offers, and are subject to the offer and distribution restrictions set out below. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum.

Rationale and Background for the Offers

The Offers are being made as part of the Company’s liability management and are aimed at optimising its cost of debt and, furthermore, providing liquidity to those Noteholders whose Notes are accepted in the Offers.

Details of the Offers

Maximum Acceptance Amount

The Company proposes to accept valid tenders of Notes for purchase pursuant to the Offers up to the Maximum Acceptance Amount, although the Company reserves the right, in its sole discretion and for any reason, to increase or decrease the Maximum Acceptance Amount.

Subject as set out below, the Company will determine the allocation of the amount accepted for purchase pursuant to the Offers among each Series (the Series Acceptance Amounts and each a Series Acceptance Amount) in the Order of Priority set out below in “Order of Priority”, provided that the Maximum Acceptance Amount is not exceeded.

The Company reserves the right, at its sole discretion, to accept more or less (by an amount which may or may not be significant), or none, of the Notes of any Series as compared to the other Series, within the lowest Order of Priority in which Notes are accepted for purchase.

Order of Priority

The Company will accept valid tenders of Notes for purchase up to the Maximum Acceptance Amount in accordance with the following order of priority (the Order of Priority):

provided that:

(i)                   if the aggregate nominal amount of Priority One Notes validly tendered pursuant to the relevant Offers that the Company elects to purchase is greater than the Maximum Acceptance Amount, the Company may, in its sole discretion, allocate the Maximum Acceptance Amount between each Series of Priority One Notes, and reserves the right to accept significantly more or less (or none) of Priority One Notes of any Series (subject to scaling, if applicable), as compared to the other Series of Priority One Notes;

(ii)                 if the aggregate nominal amount of Priority One Notes validly tendered pursuant to the relevant Offers that the Company elects to purchase is less than the Maximum Acceptance Amount but, when aggregated with the aggregate nominal amount of Priority Two Notes of all Series validly tendered pursuant to the relevant Offers is greater than the Maximum Acceptance Amount, the Company may, in its sole discretion, accept such valid Offers of Priority One Notes in full and allocate the residual Maximum Acceptance Amount between each Series of Priority Two Notes, and reserves the right, at its sole discretion, to accept significantly more or less (or none) of Priority Two Notes of any Series (subject to scaling, if applicable), as compared to the other Series of Priority Two Notes; and

(iii)                if the sum of the aggregate nominal amount of Priority One Notes of all Series and the aggregate nominal amount of Priority Two Notes of all Series validly tendered pursuant to the relevant Offers that the Company elects to purchase is less than the Maximum Acceptance Amount but, when aggregated with the aggregate nominal amount of the Priority Three Notes of all Series validly tendered pursuant to the relevant Offers, is greater than the Maximum Acceptance Amount, the Company may, in its sole discretion, accept such valid Offers of Priority One Notes and Priority Two Notes in full and allocate the residual Maximum Acceptance Amount between each Series of Priority Three Notes, and reserves the right, at its sole discretion, to accept significantly more or less (or none) of Priority Three Notes of any Series (subject to scaling, if applicable), as compared to the other Series of Priority Three Notes.

Purchase Prices

The Company will pay, for each of Series of Notes accepted by it for purchase pursuant to the Offers, a price (the relevant Purchase Price, expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) to be determined at or around 11:00 a.m. (CET) (the Pricing Time) on 22 April 2015 (subject to the right of the Company to extend, re-open, amend and/or terminate any Offer) (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to the sum (each such sum, the relevant Purchase Yield) of (a) the relevant Purchase Spread  and (b) the relevant Benchmark Rate for each Series (each as set out in the above table).

The Purchase Price in respect of each Series of Notes will be determined at the Pricing Time on the Pricing Date as described in the Tender Offer Memorandum in accordance with market convention, and is intended to reflect a yield to maturity of each applicable Series on the Settlement Date equal to the relevant Purchase Yield. Specifically, the Purchase Price for each Series of Notes will equal (a) the value of all remaining payments of principal and interest on each such Series up to and including the relevant maturity date of such Series, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) the relevant Accrued Interest. See “Accrued Interest” below.

The calculation of the relevant Purchase Yield and Purchase Price in respect of each Series of Notes, and of the Accrued Interest for the Notes of each Series will be made by the Company in consultation with the Dealer Managers, and such calculations will be final and binding on the Noteholders, absent manifest error.

Accrued Interest

The Company will also pay Accrued Interest in respect of Notes accepted for purchase pursuant to the relevant Offer (the Accrued Interest Payment).

Scaling

Acceptance of valid tenders of Notes of each Series of Notes which have the same Order of Priority is at the Company’s sole discretion and the Company reserves the right, at its sole discretion, to accept more or less (by an amount which may or may not be significant), or none, of the Notes of any Series as compared to the other Series within the lowest Order of Priority in which Notes are accepted for purchase.

The Company is under no obligation to accept for purchase any Notes tendered pursuant to the Offers. If the Company decides to accept valid tenders of Notes of any Series pursuant to the relevant Offer and the aggregate nominal amount of the Notes of such Series validly tendered for purchase in the relevant Offer is greater than the Series Acceptance Amount for that Series, subject as set out under “Order of Priority” above, the Company intends to accept the validly tendered Notes of such Series on a pro rata basis, and, for the purpose of such acceptance, each such tender of Notes of the relevant Series will be scaled by a factor (a Scaling Factor) equal to: (i) the relevant Series Acceptance Amount; divided by (ii) the aggregate nominal amount of the Notes of such Series that have been validly tendered and are subject to acceptance on a pro rata basis (subject to any adjustments following the rounding of tenders of Notes, as described below).

Subject to the paragraph set out below, each tender of Notes that is scaled in this manner will be rounded down to the nearest €1,000 in respect of the January 2021 Notes, the September 2020 Notes, the January 2020 Notes, the December 2018 Notes, the May 2018 Notes, the September 2017 Notes and the January 2017 Notes or to the nearest €50,000 in respect of the February 2022 Notes or to the nearest €100,000 in respect of the January 2019 Notes.

In the event of any such scaling, the Company will only accept tenders of Notes of the Series subject to scaling to the extent such scaling will not result in the relevant Noteholder transferring such Notes to the Company in an aggregate nominal amount of less than the minimum denomination of each Series. A Noteholder whose Notes are accepted for purchase pursuant to the Offers (including after any scaling) and who, following purchase of the Notes on the Settlement Date, continues to hold in its account with the relevant Clearing System further Notes in a nominal amount outstanding of less than the relevant minimum denomination (whether by virtue of such scaling or otherwise), would need to purchase a nominal amount of Notes such that its holding amounts to at least such minimum denomination before the Notes it continues to hold may be traded in the Clearing Systems.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to, an Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CET) on 21 April 2015. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of no less than €50,000 in respect of the February 2022 Notes and €100,000 in respect of the January 2021 Notes, the September 2020 Notes, the January 2020 Notes, the January 2019 Notes, the December 2018 Notes, the May 2018 Notes, the September 2017 Notes and the January 2017 Notes, being the minimum denomination of each Series, and in respect of the January 2021 Notes, the September 2020 Notes, the January 2020 Notes, the December 2018 Notes, the May 2018 Notes, the September 2017 Notes and the January 2017 Notes only may thereafter be submitted in integral multiples of €1,000 in excess of the relevant minimum denomination. For the avoidance of doubt, the February 2022 Notes must thereafter be submitted in multiples of €50,000 and the January 2019 Notes must thereafter be submitted in multiples of €100,000. A separate Tender Instruction must be completed on behalf of each beneficial owner. Tender Instructions which relate (including after any pro rata scaling as described below) to a nominal amount of Notes of any relevant Series of less than the relevant minimum denomination will be rejected.

The above times and dates are subject to the right of the Company to extend, re-open, amend and/or terminate any of the Offers (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer, before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions may be earlier than the relevant deadlines specified above.

Further Information

A complete description of the terms and conditions of the Offers is set out in the Tender Offer Memorandum. Banco Santander, S.A., Deutsche Bank AG, London Branch, Goldman Sachs International, Morgan Stanley & Co. International plc and The Royal Bank of Scotland plc are the Dealer Managers for the Offers.

Questions and requests for assistance in connection with the Offers may be directed to:

Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the relevant Offer(s)) and each Noteholder must make its own decision as to whether to tender any or all of its Notes for purchase pursuant to such Offer(s).

None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes or the Offers contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offers and which is not otherwise publicly available.

None of the Dealer Managers, the Tender Agent, the Company or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Offers, or any recommendation as to whether Noteholders should tender Notes in the Offers.

Disclaimer

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to or for the account or benefit of, U.S. Persons (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (Regulation S)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States, as defined in Regulation S. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located or resident in the United States or from within the Unites States or from any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in an Offer will represent that it is not located in the United States and it is not participating in such Offer from the United States, or that it is acting on a non-discretionary basis for a principal that is located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

None of the Offers, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.

The Offers are being carried out in the Republic of Italy (Italy) as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Any holder or beneficial owner of the Notes may tender their Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, 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 Notes, the Offers or the Tender Offer Memorandum.

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or material relating to the Offers have not been made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. 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 those persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or within Article 43 of the Order, or to other persons to whom it may lawfully be made in accordance with the Order.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). Neither the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in 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), other than individuals, in each case 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 Offers. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

Neither the Offers, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the Belgian Takeover Law) as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

General

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer or similar and any of the Dealer Managers and their respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, such Offers shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations may be rejected. Each of the Company, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Noteholder's responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to any Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender may be rejected.

Milan, 14 April 2015