Telecom Italia: sale of stake in Infrastrutture Wireless Italiane S.p.A. successfully concluded

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IMPORTANT REGULATORY NOTICE

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

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

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

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

Telecom Italia announces the sale of a stake in its subsidiary Infrastrutture Wireless Italiane S.p.A, after the conclusion of the initial public offering aimed at listing the ordinary shares of the company on Borsa Italiana's MTA, on 17 June 2015.

The sale price of the shares was identified at 3.65 euros per share, which means the total value of the IPO, based on the Offer Price, will be approximately 875.3 million euros, including any greenshoe options exercised and before commission and expenses.

The greenshoe option may be exercised within 30 days of the start of trading, scheduled for 22 June next, by the Consorzio per il Collocamento Istituzionale (the post-offer syndicate of underwriters).

Net of these, the total value of the IPO, calculated as before on the offer price, will be approximately 795.7 million euros, again before commission and expenses.

The total amount raised through the IPO,  all to be assigned to the Selling Shareholder, Telecom Italia, based on the Offer Price and net of the maximum commissions payable to the Consorzio per l’Offerta Pubblica and the Consorzio per il Collocamento Istituzionale (the pre- and post-offer syndicates of underwriters, respectively) will be approximately 779.8 million euros. This revenue will increase to a total of approximately 857.8 million euros if the greenshoe option is exercised within the period of time indicated above.

Rome, 18 June 2015