6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MARCH 2018

 

 

TIM S.p.A.

A company directed and coordinated by Vivendi S.A.

(Translation of registrant’s name into English)

 

 

Via Gaetano Negri 1

20123 Milan, Italy

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

FORM 20-F  ☒            FORM 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

YES  ☐            NO  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-             

 

 

 

LOGO

Request to supplement the agenda of the Shareholders’ Meeting to be held on 24 April 2018.

At the request of the Board of Statutory Auditors, the text of the press release it has prepared is disseminated.

TIM Press Office

+39 06 3688 2610

www.telecomitalia.com/media

Twitter: @TIMnewsroom

TIM Italia Investor Relations

+39 02 8595 4131

www.telecomitalia.com/investor_relations

The Board of Statutory Auditors

TIM’s Board of Statutory Auditors, which met today, having acknowledged the position taken by the Board of Directors on 22 March 2018, as reported in the press release the Company issued that day, has examined the request received from the shareholders Elliott International LP, Elliott Associates LP and The Liverpool Limited Partnership to supplement the agenda of the Shareholders’ Meeting to be held on 24 April 2018 pursuant to art. 126-bis, subsection 1 of Legislative Decree 58/98.

Upon completion of the investigations, the Board of Statutory Auditors unanimously decided, pursuant to art. 126-bis, subsection 5 of Legislative Decree 58/98, to supplement the agenda in the terms requested, as reproduced below: “(i) the revocation of the directors (in the measure necessary, according to the timing of the resignations offered and accepted during the board meeting of 22 March 2018, pursuant to article 2385, subsection one, of the Italian Civil Code) and (ii) the appointment of six Directors, in the persons of Fulvio Conti, Massimo Ferrari, Paola Giannotti De Ponti, Luigi Gubitosi, Dante Roscini and Rocco Sabelli, to replace Arnaud Roy de Puyfontaine, Hervé Philippe, Frédéric Crépin, Giuseppe Recchi, Félicité Herzog and Anna Jones, who have ceased to hold office.”

The Board of Statutory Auditors will request that the Company proceed without delay, within the time technically necessary and in compliance with the deadline established by law (9 April 2018), with the requirements on the publication of supplements to the agenda in the same forms laid down for the call notice.

Milan, 27 March 2018

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the United States Private Securities Litigation Reform Act of 1995.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. The Group’s interim report as of and for the twelve months ended December 31, 2017 included in this Form 6-K contains certain forward-looking statements. Forward-looking statements are statements that are not historical facts and can be identified by the use of forward-looking terminology such as “believes,” “may,” “is expected to,” “will,” “will continue,” “should,” “seeks” or “anticipates” or similar expressions or the negative thereof or other comparable terminology, or by the forward- looking nature of discussions of strategy, plans or intentions.

Actual results may differ materially from those projected or implied in the forward-looking statements. Such forward-looking information is based on certain key assumptions which we believe to be reasonable but forward-looking information by its nature involves risks and uncertainties, which are outside our control, that could significantly affect expected results.

The following important factors could cause our actual results to differ materially from those projected or implied in any forward-looking statements:

 

  1. our ability to successfully implement our strategy over the 2018-2020 period;

 

  2. the continuing effects of the global economic crisis in the principal markets in which we operate, including, in particular, our core Italian market;

 

  3. the impact of regulatory decisions and changes in the regulatory environment in Italy and other countries in which we operate;

 

  4. the impact of political developments in Italy and other countries in which we operate;

 

  5. our ability to successfully meet competition on both price and innovation capabilities of new products and services;

 

  6. our ability to develop and introduce new technologies which are attractive in our principal markets, to manage innovation, to supply value added services and to increase the use of our fixed and mobile networks;

 

  7. our ability to successfully implement our internet and broadband strategy;

 

  8. our ability to successfully achieve our debt reduction and other targets;

 

  9. the impact of fluctuations in currency exchange and interest rates and the performance of the equity markets in general;

 

  10. the outcome of litigation, disputes and investigations in which we are involved or may become involved;

 

  11. our ability to build up our business in adjacent markets and in international markets (particularly in Brazil), due to our specialist and technical resources;

 

  12. our ability to achieve the expected return on the investments and capital expenditures we have made and continue to make in Brazil;

 

  13. the amount and timing of any future impairment charges for our authorizations, goodwill or other assets;

 

  14. our ability to manage and reduce costs;

 

  15. any difficulties which we may encounter in our supply and procurement processes, including as a result of the insolvency or financial weaknesses of our suppliers; and

 

  16. the costs we may incur due to unexpected events, in particular where our insurance is not sufficient to cover such costs.

The foregoing factors should not be construed as exhaustive. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances

after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 27, 2018

 

  TIM S.p.A.
BY:  

/s/ Umberto Pandolfi

  Umberto Pandolfi
  Company Manager