Obligation Telecom Italia 6% ( UST92762AF94 ) en USD

Telecom Italia

100 % ⇌

Italie

UST92762AF94 ( en USD )

6% par an ( paiement semestriel )

29/09/2034

Prospectus brochure de l'obligation Telecom Italia UST92762AF94 en USD 6%, échéance 29/09/2034

T92762AF9

30/09/2024 ( Dans 137 jours )

L'Obligation émise par Telecom Italia ( Italie ) , en USD, avec le code ISIN UST92762AF94, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/09/2034

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OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
Telecom Italia Capital
$1,250,000,000 4% Guaranteed Senior Notes due 2010
Issue price: 99.732%
Interest Payable on January 15 and July 15
$1,250,000,000 4.95% Guaranteed Senior Notes due 2014
Issue price: 99.651%
Interest Payable on March 30 and September 30
$1,000,000,000 6% Guaranteed Senior Notes due 2034
Issue price: 99.081%
Interest Payable on March 30 and September 30
Guaranteed on a senior, unsecured basis by
Telecom Italia S.p.A.
The 2010 notes will mature on January 15, 2010, the 2014 notes will mature on September 30, 2014 and the 2034
notes will mature on September 30, 2034. Interest on the notes of each series will accrue from October 6, 2004, and
the first interest payment date will be January 15, 2005, for the 2010 notes and March 30, 2005, for the 2014 notes
and the 2034 notes.
Telecom Italia Capital, a société anonyme ("TI Capital"), and Telecom Italia S.p.A. ("Telecom Italia") may
redeem some or all of the notes at any time on and after July 15, 2006, for the 2010 notes and September 30, 2006,
for the 2014 notes and the 2034 notes. The redemption prices are described under "Description of Notes and
Guarantees--Redemption at TI Capital's Option". The notes may also be redeemed at 100% of their principal
amount in whole but not in part upon the occurrence of certain tax events described in this offering memorandum.
The notes will rank equally with all our existing and future senior debt and rank senior to all our existing and future
subordinated debt. The notes will be fully, unconditionally and irrevocably guaranteed by Telecom Italia.
See "Risk Factors" beginning on page 21 and the "Risk Factors" appearing in the Telecom Italia Annual
Report incorporated by reference herein for a discussion of certain risks that you should consider in
connection with an investment in the notes.
The notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any U.S. state securities laws and may not be offered or sold in the United States or to U.S. persons unless
registered under the Securities Act or an exemption from the registration requirements of the Securities Act is
available. We are offering the notes within the United States only to qualified institutional buyers in reliance on
Rule 144A under the Securities Act ("Rule 144A"). We are offering these notes outside the United States in reliance
on Regulation S under the Securities Act ("Regulation S"). For a description of restrictions on transfers of the
notes, see "Plan of Distribution" and "Transfer Restrictions".
TI Capital and Telecom Italia have agreed to file an exchange offer registration statement pursuant to a registration
rights agreement. Such exchange offer is required to be completed not later than October 31, 2005. See "Exchange
Offer and Registration Rights".
Application has been made to list the notes on the Luxembourg Stock Exchange.
We expect that the notes will be ready for delivery in book-entry form only through The Depository Trust Company
("DTC") and its participants including Euroclear Bank, S.A./N.V., as operator of the Euroclear System
("Euroclear") and Clearstream Banking, société anonyme Luxembourg ("Clearstream"), on or about October 6,
2004.
Joint Book-running Managers
GOLDMAN, SACHS & CO.
JPMORGAN
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY
September 28, 2004

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TABLE OF CONTENTS
Page
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Enforceability of Civil Liabilities Under the United States Securities Laws . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Cautionary Statement Relating to Forward-looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Presentation of Certain Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Description of the Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Summary Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Description of Telecom Italia Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Description of Notes and Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Book Entry Settlement and Clearance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Exchange Offer and Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
In this offering memorandum, references to the "Issuer" and "TI Capital" refer to Telecom Italia Capital.
References to the "Guarantor" and "Telecom Italia" refer to Telecom Italia S.p.A. References to "we", "us"
and "our" refer to TI Capital or, if the context so requires, also to Telecom Italia S.p.A. and, if the context so
requires, its consolidated subsidiaries (including TI Capital). References to "Telecom Italia Group" refer to
Telecom Italia S.p.A. and its consolidated subsidiaries (including TI Capital). References to "Old Telecom
Italia" and "Old Telecom Italia Group" and "New Telecom Italia" and "New Telecom Italia Group" refer to
Telecom Italia S.p.A. and its consolidated subsidiaries as they existed immediately prior to, and immediately
after, respectively, August 4, 2003, the effective date of the merger between Olivetti S.p.A. ("Olivetti") and Old
Telecom Italia.
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This offering memorandum is a confidential document in the United States that we are providing only to
prospective purchasers of the notes.
You should read this offering memorandum before making a decision whether to purchase any notes. You
must not:
·
use this offering memorandum for any other purpose;
·
make copies of any part of this offering memorandum or give a copy of it to any other person; or
·
disclose any information in this offering memorandum to any other person unless you know that it is
already public.
We have prepared this offering memorandum and are solely responsible for its contents. You are
responsible for making your own examination of TI Capital and Telecom Italia and your own assessment of the
merits and risks of investing in the notes. You may contact us if you need any additional information. By
purchasing any notes, you will be deemed to have acknowledged that:
·
you have reviewed this offering memorandum; and
·
the Initial Purchasers are not responsible for, and are not making any representation to you concerning,
our future performance or the accuracy or completeness of this offering memorandum.
We are not providing you with any legal, business, tax or other advice in this offering memorandum. You
should consult with your own advisors as needed to assist you in making your investment decision and to advise
you whether you are legally permitted to purchase the notes.
The notes offered hereby have not been registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States. The notes are being sold within the United States
only to qualified institutional buyers, as defined in, and in reliance on Rule 144A. The notes are also being
offered outside the United States in reliance on Regulation S.
We are relying on exemptions from registration under the Securities Act for offers and sales of securities that
do not involve a public offering in the United States. By purchasing the notes, you will be deemed to have made the
acknowledgements, representations, warranties and agreements set forth under the heading "Transfer Restrictions"
in this offering memorandum. You should understand that you may be required to bear the financial risks of your
investment for an indefinite period of time. The notes are subject to restrictions on transferability and may not be
transferred or resold except as permitted under applicable U.S. federal and state securities law pursuant to a
registration statement or an exemption from registration. The notes have not been recommended by any U.S. federal
or state securities authorities, nor have any such authorities determined that this offering memorandum is accurate
or complete. Any representation to the contrary is a criminal offense in the United States.
The distribution of this offering memorandum and the offering or sale of the notes in certain jurisdictions is
restricted by law. This offering memorandum may not be used for, or in connection with, and does not constitute,
any offer to sell, or solicitation of an offer to buy the notes to anyone in any jurisdiction in which it is unlawful to
make such an offer or solicitation. Persons into whose possession this document may come are required by
Telecom Italia, TI Capital and the Initial Purchasers to inform themselves about, and to observe, such
restrictions. Neither Telecom Italia nor TI Capital or the Initial Purchasers accept any responsibility for any
violation by any person, whether or not it is a prospective purchaser of the notes, of any such restrictions.
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You must comply with all laws that apply to you in any place in which you buy, offer or sell any notes or
possess this offering memorandum. You must also obtain any consents or approvals that you need in order to
purchase any notes. We and the Initial Purchasers are not responsible for your compliance with these legal
requirements.
No representation or warranty, express or implied, is made by the Initial Purchasers as to the accuracy or
completeness of the information contained herein or in the documents incorporated by reference herein, and such
information is not and may not be relied upon as a promise or representation by the Initial Purchasers.
The information set out in the sections of this offering memorandum describing clearing arrangements is
subject to any change or reinterpretation of the rules, regulations and procedures of DTC, Euroclear, and
Clearstream in each case as currently in effect. The information in the sections of this offering memorandum
concerning these clearing systems has been obtained from sources that we believe to be reliable, but we and the
Initial Purchasers take no responsibility for the accuracy of such information. If you wish to use the facilities of
any of the clearing systems you should confirm the continued applicability of the rules, regulations and
procedures of the relevant clearing system. Telecom Italia, TI Capital and the Initial Purchasers will not be
responsible or liable for any aspect of the records relating to, or payments made on account of, book-entry
interests held through the facilities of any clearing system or for maintaining, supervising or reviewing any
records to such book-entry interests. See "Description of Notes and Guarantees" and "Book Entry Settlement and
Clearance".
We reserve the right to withdraw this offering of notes at any time and we and the Initial Purchasers reserve
the right to reject any commitment to subscribe for the notes, in whole or in part. The Initial Purchasers also
reserve the right to allot to you less than the full amount of notes sought by you.
In connection with the offering of the notes, the Initial Purchasers may engage in overallotment,
stabilizing transactions and syndicate covering transactions. Such transactions may include purchases of
the notes to stabilize their market price, purchases of the notes to cover all or some of an overallotment or
a short position maintained by the Initial Purchasers, and the imposition of penalty bids. Such activities, if
commenced, may be discontinued at any time. For a description of these activities, see "Plan of
Distribution".
In connection with this offering in the United Kingdom, Lehman Brothers International (Europe) or
any person acting for it may overallot or effect transactions with a view to supporting the market price of
the notes at a level higher than that which might otherwise prevail for a limited period. However, there
may be no obligation on Lehman Brothers International (Europe) or any agent of it to do this. Such
stabilizing, if commenced, may be discontinued at any time, and must be brought to an end after a limited
period.
TI Capital accepts responsibility for the information contained in this offering memorandum. To the best of
the knowledge and belief of TI Capital (which has taken all reasonable care to ensure that such is the case), the
information contained in this offering memorandum is in accordance with the facts and does not omit anything
likely to affect the import of such information.
No person has been authorized in connection with the issue, offering, subscription or sale of the notes to
give any information or to make any representation not contained in this offering memorandum and, if given or
made, such information or representation must not be relied upon as having been authorized by or on behalf of
TI Capital, the Trustee (as defined below) or the Initial Purchasers. Neither the delivery of this offering
memorandum nor any sale or allotment made in connection with the offering of the notes shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the
information contained herein or in the affairs or the financial position of the Issuer since the issuance of
the notes.
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REVIEW BY THE U.S. SECURITIES AND EXCHANGE COMMISSION
TI Capital and Telecom Italia have agreed to file a registration statement with the Securities and Exchange
Commission (the "SEC") with respect to a registered exchange offer for the notes. See "Exchange Offer and
Registration Rights". In the course of the review by the SEC of the registration statement (including the
documents incorporated by reference therein), Telecom Italia may be required to make changes to its historical
financial statements and other information. Accordingly, comments by the SEC on the registration statement, or
on the documents incorporated by reference therein, may require modification or reformulation of Telecom
Italia's financial statements and other information presented, or incorporated by reference, in this offering
memorandum.
NOTICE TO INVESTORS
You understand that it is the intention of TI Capital that the notes will be offered and sold to investors, and
trade in the secondary market between investors, and will be held by investors who are resident in countries
listed in the Decree of the Ministry of Finance of Italy of September 4, 1996 as amended. A copy of the Decree
can be obtained from the website of the Ministry of Finance of Italy at www.finanze.it. See "Transfer
Restrictions--Other Restrictions". You also understand that, to the extent that Telecom Italia will become the
obligor under the notes due to substitution or otherwise (see "Description of Notes and Guarantees--Mergers and
Similar Events") and Telecom Italia will be required to withhold on any payments made on the notes, there
would be no obligation to gross up such payments to investors not resident in the countries identified in the
above Decree or to investors resident in countries identified in the above Decree (including investors resident in
the United States) who do not furnish the required certifications under applicable Italian tax requirements. See
"Description of Notes and Guarantees--Payment of Additional Amounts".
NOTICE TO INVESTORS IN ITALY
The notes will not be offered, sold or delivered in Italy or to investors resident in Italy and copies of this
offering memorandum or any materials relating to the notes may not be distributed in Italy. If investors resident
in Italy for income tax purposes holding the notes were to participate in the exchange offer (see "Exchange Offer
and Registration Rights") there may be adverse tax consequences including the application of a 20% surtax.
Investors resident in Italy for income tax purposes holding the notes will be responsible for such adverse tax
consequences and no additional amounts will be paid in connection therewith by TI Capital or Telecom Italia.
NOTICE TO INVESTORS IN LUXEMBOURG
The notes may not be offered or sold to the public in or from Luxembourg and this offering memorandum
and other offering material relating to the notes will not be distributed or made available to the public in or from
Luxembourg, except for the notes in respect of which the requirements of Luxembourg law concerning a public
offering of securities in Luxembourg have been fulfilled. A listing on the Luxembourg Stock Exchange of the
notes does not necessarily imply that a public offering of the notes in Luxembourg has been authorized.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM
SECURITIES ACT ("RSA 421-B"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
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ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR
A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
The notes have not been offered or sold and, prior to the expiry of a period of six months from the issue date
of such notes, will not be offered or sold to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer
to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995.
NOTICE TO INVESTORS IN THE NETHERLANDS
The notes may only be offered in the Netherlands to persons who trade or invest in securities in the conduct
of their profession or business, which includes banks, securities intermediaries (including dealers and brokers),
insurance companies, pension funds, other institutional investors and treasury departments and finance
companies of large enterprises which regularly, or as ancillary activity, invest in securities.
SPECIAL NOTICE TO INVESTORS IN FRANCE
Neither this offering memorandum nor any other offering material relating to the notes has been submitted
to the clearance procedures of the Autorité des marchis financiers (AMF) in France.
The notes have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in
the Republic of France. Neither this offering memorandum nor any other offering material relating to the notes
has been or will be (i) released, issued, distributed or caused to be released, issued or distributed to the public in
the Republic of France or (ii) used in connection with any offer for subscription or sale of the notes to the public
in the Republic of France. Such offers, sales and distributions will be made in the Republic of France only to
qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint
d'investisseurs), in each case investing for their own account, all as defined in and in accordance with Article
L.411-2 of the French Code monétaire et financier and French Decree no. 98-880 dated October 1, 1998.
Such notes may be resold only in compliance with Articles L. 411-1 Seq, L. 412-1 and L. 621-8 of the Code
monétaire et financier. Investors in France and persons who come into possession of offering materials are
required to inform themselves about and observe any such restrictions.
NOTICE TO INVESTORS IN GERMANY
No action has been or will be taken in the Federal Republic of Germany that would permit a public offering
of the notes, or distribution of a prospectus or any other offering material relating to the notes. In particular, no
sales prospectus (Verkaufsprospekt) within the meaning of the German Securities Sales Prospectus Act
(Wertpapier-Verkaufsprospektgesetz) of December 13, 1990, as amended, (the "German Sales Prospectus Act")
has been or will be published within the Federal Republic of Germany, nor has this offering memorandum been
filed with or approved by the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) for publication within the Federal Republic of Germany. Accordingly, any offer
or sale of notes or any distribution of offering material within the Federal Republic of Germany may violate the
provisions of the German Sales Prospectus Act.
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NOTICE TO INVESTORS IN JAPAN
The notes have not been and will not be registered under the Securities and Exchange law of Japan. No
person may offer or sell, directly or indirectly, any securities in Japan or to, or for the account of, any resident
thereof or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the account of, any
resident thereof, except (1) pursuant to an exemption from the registration requirements of the Securities and
Exchange Law of Japan and (2) in compliance with any other applicable requirements of Japanese law.
NOTICE TO INVESTORS IN BELGIUM
The notes will not be offered publicly, directly or indirectly, in Belgium at the time of the offering. The
offer of notes has not been notified to, and the offering documents (including this offering memorandum) have
not been approved by, the Belgium Banking and Finance Commission. The notes may only be sold in Belgium to
professional investors as defined in article 3 of the Royal Decree of July 7, 1999 on public nature of financial
transactions, acting for their own account, and this offering memorandum may not be delivered or passed on to
any other investors.
NOTICE TO INVESTORS IN SPAIN
The notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish
Securities Market law (Ley 24/1988 de 28 de julio, del Mercado de Valores as amended by Law 37/1998 of
November 16) and Royal Decree 291/1992 on Issues and Public Offering of Securities (Real Decreto 291/1992
de 27 de marzo, sobre emisiones y ofertas públicas de venta de valores), as amended or restated by Royal Decree
2590/1998 of December 7 ("R.D. 291/92"), and further subsequent legislation.
This offering memorandum is neither verified nor registered in the administrative registries of the Spanish
Securities Exchange Commission (Comisión Nacional del Mercado del Valores), and therefore a public offer for
subscription of the notes will not be carried out in Spain. Notwithstanding that and in accordance with article 7 of
R.D. 291/92, a private placement of the notes addressed exclusively to institutional investors (as defined in
Article 7.1 (a) of R.D. 291/92) may be carried out.
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WHERE YOU CAN FIND MORE INFORMATION
Telecom Italia
Telecom Italia is subject to the informational requirements of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), applicable to foreign private issuers and files annual reports and other
information with the U.S. Securities and Exchange Commission ("SEC"). You may read and copy any document
Telecom Italia files with the SEC at its public reference facilities at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to
the Public Reference Section of the SEC at 450 Fifth Street, NW, Washington, DC 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference facilities. Since November 4,
2002, Telecom Italia has been required to file and furnish its documents to the SEC on EDGAR, the SEC's
electronic filing system. All such filings made since such date can be reviewed on EDGAR by going to the
SEC's website: www.sec.gov.
On completion of the merger of Olivetti and Old Telecom Italia on August 4, 2003 (the "Merger"), Olivetti
changed its name to Telecom Italia S.p.A. and succeeded to the Exchange Act information requirements of Old
Telecom Italia. All annual reports on Form 20-F and reports on Form 6-K filed or furnished with the SEC prior to
August 4, 2003, were so filed or furnished by Old Telecom Italia. As a foreign private issuer, Telecom Italia is
exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and
Telecom Italia's officers, directors and controlling shareholders are exempt from the reporting and short-swing
profit recovery provisions contained in Section 16 of the Exchange Act.
Telecom Italia's ordinary share ADSs and savings share ADSs are listed on the New York Stock Exchange
and you can inspect Telecom Italia's reports and other information at the New York Stock Exchange Inc.,
20 Broad Street, New York, New York. For further information about Telecom Italia's American Depositary
Receipt arrangements, you may call the depositary under Telecom Italia's American Depositary Receipt
arrangements in the United States at (781) 575-4328.
TI Capital
TI Capital is a directly and indirectly wholly-owned subsidiary of Telecom Italia, organized under the laws
of Luxembourg. TI Capital does not, and will not, file separate reports with the SEC.
TI Capital will issue the notes described in this offering memorandum pursuant to an indenture to be dated
as of October 6, 2004 as supplemented by a first supplemental indenture to be dated as of October 6, 2004. The
indenture, and the first supplemental indenture and their associated documents contain or will contain the full
legal text of the matters described in "Description of Notes and Guarantees". The indenture and the first
supplemental indenture will be available for inspection at BNP Paribas Securities Services, Luxembourg Branch,
23 Avenue de la Porte Neuve, L-2083, Luxembourg (the "listing agent").
You may request, when executed, orally or in writing, a copy of the indenture to be dated as of October 6,
2004 and the first supplemental indenture to be dated as of October 6, 2004, at no cost by contacting TI Capital at
287-289 route d'Arlon, L-1150 Luxembourg, tel.: 011-352-456060-1.
Incorporation by reference
We are incorporating by reference information into this offering memorandum, which means:
·
incorporated documents are considered part of this offering memorandum;
·
Telecom Italia can disclose important information to you by referring you to those documents; and
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·
information in this offering memorandum automatically updates and supersedes information in earlier
documents that are incorporated by reference in this offering memorandum.
We are incorporating by reference Telecom Italia's Annual Report on Form 20-F for the year ended
December 31, 2003, as amended by its Form 20-F/A filed with the SEC on September 2, 2004 (as so amended,
the "Telecom Italia Annual Report") (SEC File No. 1-13882). The Telecom Italia Annual Report contains
important information about Telecom Italia and its finances. We are also incorporating by reference Telecom
Italia's report on Form 6-K filed with the SEC on September 23, 2004, which includes Telecom Italia's
unaudited interim consolidated financial statements for the six months ended June 30, 2004 and the related
management's discussion and analysis of financial condition and results of operations.
Copies of the documents incorporated by reference herein are available free of charge at the office of the
listing agent in Luxembourg.
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ENFORCEABILITY OF CIVIL LIABILITIES
UNDER THE UNITED STATES SECURITIES LAWS
Telecom Italia is a joint stock company (Società per Azioni) organized under the laws of the Republic of
Italy, and TI Capital is a company with limited liability (société anonyme) for an unlimited duration, established
under the laws of Luxembourg. None of the members of the Board of Directors of TI Capital and only one
member of the Board of Directors of Telecom Italia is a resident of the United States. All or a substantial portion
of the assets of these non-U.S. residents and of TI Capital and Telecom Italia are located outside the United
States. As a result, it may not be possible for you to effect service of process within the United States upon the
non-U.S. resident directors or upon TI Capital or Telecom Italia or it may be difficult to enforce judgments
obtained in U.S. courts based on the civil liability provisions of the U.S. securities laws against TI Capital or
Telecom Italia in Luxembourg or Italy, as applicable. In addition, awards of punitive damages in actions brought
in the United States or elsewhere may not be enforceable in Italy and in Luxembourg. Enforceability in Italy of
final judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the federal
securities laws of the United States is subject, among other things, to the absence of a conflicting judgment by an
Italian court or of an action pending in Italy among the same parties arising from the same facts and
circumstances and started before the U.S. proceedings, and to the Italian courts' determination that the U.S.
courts had jurisdiction, that process was appropriately served on the defendant, and that enforcement would not
violate Italian public policy. In general, the enforceability in Italy of final judgments of U.S. courts would not
require retrial in Italy, subject to the decision of the competent court of appeal ascertaining the existence of the
above mentioned requirements and subject to challenge by the other party. In original actions brought before
Italian courts, there is doubt as to the enforceability of liabilities based on the U.S. federal securities laws. The
United States and Luxembourg do not currently have a treaty providing for recognition and enforcement of
judgments (other than arbitration awards) in civil and commercial matters. As a result, a civil judgment by a U.S.
court is enforceable in Luxembourg subject to applicable exequatur proceedings.
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