Third Supplement Dated 2 April 2020 to the EMTN Programme Prospectus Dated 25 June 2019
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Third Supplement dated 2 April 2020 to the EMTN Programme Prospectus dated 25 June 2019 TIM S.p.A. (incorporated with limited liability under the laws of the Republic of Italy) TELECOM ITALIA FINANCE S.A. (incorporated with limited liability under the laws of the Grand-Duchy of Luxembourg) €20,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed in respect of Notes issued by Telecom Italia Finance S.A. by TIM S.p.A. (incorporated with limited liability under the laws of the Republic of Italy) This Third Supplement (the Third Supplement) to the EMTN Programme Prospectus dated 25 June 2019, as supplemented by a first supplement dated 18 September 2019 (the First Supplement) and by a second supplement dated 13 December 2019 (the Second Supplement, together with the First Supplement and the Third Supplement, the EMTN Programme Prospectus), constitutes a supplement to the EMTN Programme Prospectus for the purposes of Article 13.1 of the Law on Prospectuses for Securities dated 10 July 2005, as amended (the Luxembourg Law), and is prepared in connection with the Euro Medium Term Note Programme (the Programme) established by TIM S.p.A. (TIM) and Telecom Italia Finance S.A. (TI Finance). The Luxembourg Law remains applicable as at the date of this Third Supplement pursuant to Article 64 of the Luxembourg Prospectus Law dated 19 July 2019. Terms defined in the EMTN Programme Prospectus have the same meaning when used in this Third Supplement. This Third Supplement is supplemental to, and should be read in conjunction with, the EMTN Programme Prospectus and any other supplement to the EMTN Programme Prospectus. Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Third Supplement. To the best of the knowledge of each Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Third Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Third Supplement has been produced to: (a) incorporate by reference in the section of the EMTN Programme Prospectus entitled "Documents Incorporated by Reference": (i) the audited consolidated annual financial statement as at 31 December 2019 of TIM Group (the TIM Group 2019 Annual Financial Statement), and (ii) the press releases dated 4 February 2020, 17 February 2020, 27 February 2020, 4 March 2020, 6 March 2020, 10 March 2020, 16 March 2020 and 25 March 2020 (each, a Press Release and together the Press Releases) in English, (b) update each of the sections entitled "Risk Factors", "Applicable Final Terms", "Use of Proceeds", "Regulation", "Litigation", "Directors, Executive Officers and Statutory Auditors" and "Taxation" of the EMTN Programme Prospectus, and (c) update the "Significant or Material Adverse Change" paragraph contained in the section entitled "General Information" of the EMTN Programme Prospectus. To the extent that there is any inconsistency between (a) any statement in this Third Supplement or any statement incorporated by reference into the EMTN Programme Prospectus by this Third Supplement and (b) any other statement in or incorporated by reference in the EMTN Programme Prospectus, the statements in (a) above will prevail. Save as disclosed in this Third Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the EMTN Programme Prospectus has arisen or been noted, as the case may be, since the publication of the EMTN Programme Prospectus. Copies of this Third Supplement and all documents incorporated by reference in the EMTN Programme Prospectus can be viewed on the website of the Luxembourg Stock Exchange at www.bourse.lu. 1 4125-2850-9987.19 DOCUMENTS INCORPORATED BY REFERENCE The information set out below supplements the section of the EMTN Programme Prospectus entitled "Documents Incorporated by Reference" on pages 35 to 39: "TIM Group 2019 Annual Financial Statement A copy of the TIM Group 2019 Annual Financial Statement has been filed with the CSSF and, by virtue of this Third Supplement, the following information from the TIM Group 2019 Annual Financial Statement is incorporated by reference in, and forms part of, the EMTN Programme Prospectus and the following cross- reference list is provided to enable investors to identify specific terms of the information so incorporated: Information incorporated by reference Location Alternative Performance Measures pp. 81-82 Macro-Organization Chart p. 109 Financial information concerning TIM Group’s assets and liabilities, financial position and profits and losses: Consolidated Statements of Financial Position pp. 112-113 Separate Consolidated Income Statements p. 114 Consolidated Statements of Comprehensive Income p. 115 Consolidated Statements of Changes in Equity p. 116 Consolidated Statements of Cash Flows pp. 117-118 Notes to the Consolidated Financial Statements pp. 119-266 Certification of the Consolidated Financial Statements Pursuant to art. 81-ter of the Consob p. 267 Regulation 11971 dated 14 May 1999, with Amendments and Additions Independent Auditors’ Report pp. 268 and following Press Releases A copy of each Press Release has been filed with the CSSF and by virtue of this Third Supplement the Press Releases are incorporated by reference into the EMTN Programme Prospectus in their entirety. Information incorporated by reference Location Press Release dated 4 February 2020 entitled "TIM: Federico Rigoni Appointed Chief Revenue All Officer" Press Release dated 17 February 2020 entitled "TIM and Santander Consumer Bank launch All Joint Venture to offer consumer finance to TIM customers" Press Release dated 27 February 2020 entitled "TIM Board of Directors" All Press Release dated 4 March 2020 entitled "Tim and Google Cloud launch strategic All partnership" Press Release dated 6 March 2020 entitled "European Commission clears merger of Inwit and All Vodafone Italy towers" 2 4125-2850-9987.19 Press Release dated 6 March 2020 entitled "TIM: sanctioned unduly, will appeal" All Press Release dated 10 March 2020 entitled "Material Fact - Preliminary negotiations All regarding Oi Mobile" Press Release dated 10 March 2020 entitled "TIM: Board of Directors approves the annual All financial statements for the year ending 31 December 2019" Attachments to the Press Release dated 10 March 2020 entitled "TIM: Board of Directors All approves the annual financial statements for the year ending 31 December 2019" Press Release dated 10 March 2020 entitled "Q19 financial & Operating Figures - IFRS 9/15 All (comparable), IFRS 16 and "After Lease" view" Press Release dated 10 March 2020 entitled "TIM: the Board of Directors has approved the All 2020-2022 Strategic Plan" Press Release dated 16 March 2020 entitled "TIM: Nicola Grassi appointed new Head of All Procurement" Press Release dated 25 March 2020 entitled "Merger of Vodafone Italy Towers into INWIT All completed " Any other information incorporated by reference that is not included in the cross-reference lists above is considered as additional information and is not required by the relevant schedules of the Commission Regulation (EC) No 809/2004.". 3 4125-2850-9987.19 RISK FACTORS At page 17 of the EMTN Programme Prospectus, section "STRATEGIC RISKS", all paragraphs contained in the sub-section entitled "Weak global economic conditions, including the continuing weakness of the Italian economy and political conditions in Brazil, have adversely affected its business in recent years. After the economic recovery of 2017, the Eurozone economy shifted from a recovery boom to an unexpected slower cruising speed. Economic conditions in the Italian economy have shown improvement, however, strong uncertainty persists with respect to the economic outlook, which could have a negative impact on TIM Group’s operating results and financial condition." shall be deleted and replaced as follows: "The TIM Group's economic and financial situation depends on the influence of numerous macroeconomic factors such as economic growth, consumer confidence, interest rates and exchange rates in the markets where it operates. In 2018, the Eurozone economy experienced an unexpected slowdown, which continued throughout 2019. The slowdown in the Italian economy was more evident than in other European countries: after the growth recorded in the fourth quarter of 2017, the Italian economy remained substantially stable, with minimal changes in the order of 0.1%. In 2019, GDP grew by 0.3% compared to +0.8% in 2018. The slowdown in the Italian economy reflects the deceleration in world trade (due to negative shocks from the persistent protectionist policies of the United States and the trade war between the United States and China) and the uncertainties relating to Europe's automotive sector. On the domestic front, mention should be made of the slowdown in the family services sector, influenced in their spending decisions by the crisis in confidence resulting from the climate of uncertainty that is also affecting businesses. Despite the growth in disposable income, the increase in the propensity to save has had a negative impact on consumption. On the business front, inventories have decreased as a result of the trend to meet domestic demand, albeit on the rise, without increasing production. The health emergency due to the spread of the Covid-19 virus will have a very significant economic impact on the Italian GDP, which is not yet quantifiable as it is related to the spread of the virus, the duration and extent of the lockdown and the monetary and fiscal policies that will be implemented at national and European level. Certainly, the contagion containment measures launched by the Italian government will have important repercussions on the supply and demand side with important repercussions on the level of public debt. In Brazil, the expected results may be significantly affected by the macroeconomic and political situation. After two years of falling GDP, which marked one of the deepest crises in its history, the country returned to growth in 2017 (+1%) and 2018 closed with growth of 1.1% compared to the previous year.