Form SC 13D/A TIM S.p.A. Filed by: VIVENDI

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 23)*

 

 

TIM S.p.A.

(Name of Issuer)

 

 

Ordinary Shares with no nominal value

(Title of Class of Securities)

87927W10

(CUSIP Number)

George E. Bushnell III, Esq.

Senior Vice President and Deputy General Counsel

Vivendi S.A

1755 Broadway

New York, New York 10019

Telecopy: (212) 445-3812

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 27, 2019

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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1.		Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only)   Vivendi S.A.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC, AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   France

Number of Shares   Beneficially   Owned by Each Reporting Person With				7.		Sole Voting Power   3,640,109,990
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   3,640,109,990
				10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,640,109,990
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row (11)   23.943%
14.		Type of Reporting Person (See Instructions)   HC

 

2

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This Amendment No. 23 (this “Amendment”) amends and supplements the Schedule 13D filed on July 1, 2015 (the “Original Filing”), as amended by Amendment No. 1 filed on October 5, 2015 (“Amendment No. 1”), Amendment No. 2 filed on October 23, 2015 (“Amendment No. 2”), Amendment No. 3 filed on December 17, 2015 (“Amendment No. 3”), Amendment No. 4 filed on January 20, 2016 (“Amendment No. 4”), Amendment No. 5 filed on February 19, 2016 (“Amendment No. 5”), Amendment No. 6 filed on March 1, 2016 (“Amendment No. 6”), Amendment No. 7 filed on March 11, 2016 (“Amendment No. 7”), Amendment No. 8 filed on May 10, 2016 (“Amendment No. 8”), Amendment No. 9 filed on May 20, 2016 (“Amendment No, 9”), Amendment No. 10 filed on November 22, 2016 (“Amendment No. 10”), Amendment No. 11 filed on December 6, 2016 (“Amendment No. 11”), Amendment No. 12 filed on December 7, 2016 (“Amendment No. 12”), Amendment No. 13 filed on April 14, 2017 (“Amendment No. 13”), Amendment No. 14 filed on May 10, 2017 (“Amendment No. 14”), Amendment No. 15 filed on June 2, 2015 (“Amendment No, 15”), Amendment No. 16 filed on July 31, 2017 (“Amendment No. 16”), Amendment No. 17 filed on October 2, 2017 (“Amendment No. 17”), Amendment No. 18 filed on March 26, 2018 (“Amendment No. 18”), Amendment No. 19 filed on April 9, 2018 (“Amendment No. 19), Amendment No. 20 filed on May 8, 2018 (“Amendment No. 20”), Amendment No. 21 filed on January 14, 2019 (“Amendment No. 21”) and Amendment No. 22 filed on February 26, 2019 (“Amendment No. 22”; and together with the Original Filing and Amendment Nos. 1 through 21, the “Schedule 13D”) by the Filing Person relating to the ordinary shares, without nominal value (the “Shares”), of TIM S.p.A., a company formed under the laws of the Republic of Italy (the “Issuer” or the “Company”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment. Each capitalized term used herein but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of the Transaction

Item 4 is hereby amended and supplemented by the addition of the following:

On June 27, 2019, the Issuer’s Board of Directors, by a unanimous vote, approved the cooptation of Frank Cadoret to the Company’s Board of Directors to replace Amos Genish, who resigned his board position. Mr. Cadoret is the CEO for France of Canal+ Group, a wholly-owned subsidiary of Vivendi. Please see the press release issued by the Company attached as Exhibit 1.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that this information set forth in this statement is true, complete and correct.

Dated: July 5, 2019

 

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SCHEDULE I-A

The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of Vivendi are set forth below.

Unless otherwise specified, each person listed below is a citizen of France.

 

Name		Present principal occupation or employment		Principal Business Address and Citizenship (if other than France)
Management Board
Arnaud de Puyfontaine		Chairman of the Management Board and CEO, Vivendi		42, avenue de Friedland, 75008 Paris, France
Gilles Alix		Chief Executive Officer, Bolloré Group and Senior Vice President responsible for inter-group coordination, Vivendi		42, avenue de Friedland, 75008 Paris, France
Cédric de Bailliencourt		Vice-Chairman, Bolloré SA, Chief Financial Officer, Bolloré Group, and Senior Vice President responsible for investor relations and inter-group financial communications, Vivendi		42, avenue de Friedland, 75008 Paris, France
Hervé Philippe		Chief Financial Officer, Vivendi		42, avenue de Friedland, 75008 Paris, France
Stéphane Roussel		Chief Operating Officer, Vivendi and Chief Executive Officer, Gameloft SE		42, avenue de Friedland, 75008 Paris, France
Frédéric Crépin		Senior Executive Vice President and Group General Counsel, Vivendi		42, avenue de Friedland, 75008 Paris, France
Simon Gillham		Chairman of Vivendi Village, Senior Executive Vice President, Communications, Vivendi		42, avenue de Friedland, 75008 Paris, France
Supervisory Board
Yannick Bolloré		Chairman of the Supervisory Board, Vivendi, Chairman and Chief Executive Officer, Havas Group, and Vice-Chairman, Bolloré SA		29/30, quai de Dion Bouton Puteaux Cedex 92800 – France
Philippe Bénacin		Vice Chairman of the Supervisory Board, Vivendi and Co-Founder and Chairman and Chief Executive Officer, Interparfums SA		4, rond-point des Champs-Élysées 75008 Paris – France
Cyrille Bolloré		Chairman and Chief Executive Officer of Bolloré SA		Tour Bolloré – 31-32, quai de  Dion-Bouton 92811 Puteaux Cedex – France
Paulo Cardoso		Assistant Treasurer, Vivendi		42, avenue de Friedland, 75008 Paris, France
Dominique Delport		President of International Operations and Chief Revenue Officer, Vice Media		New North Place London, EC2A 4JA – England

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Véronique Driot-Argentin		Training Manager, Vivendi		42, avenue de Friedland, 75008 Paris, France
Aliza Jabès		Chairwoman, Nuxe group		19, rue Péclet, 75015 Paris, France
Cathia Lawson-Hall		Senior Banker and Head of Financial Institutions Group for Africa, Société Générale		17, Cours Valmy 92800 Paris La Défense 7, France
Sandrine Le Bihan		Group Company Directory and Database Manager, Vivendi		42, avenue de Friedland, 75008 Paris, France
Michèle Reiser		Philosopher		6, place Saint-Germain-des-Prés, 75006 Paris, France
Katie Stanton		Chief Marketing Officer, Color Genomics		831 Mitten Road Burlingame, CA 94010 – United States Citizen of the United States

				Exhibit 1

Press Release

TIM: BOARD OF DIRECTORS UPDATED ON MAIN ONGOING PROJECTS

ACKNOWLEDGES THE RESIGNATION OF MR AMOS GENISH AND CO -OPTS MR. FRANK CADORET

Rome, 27 June 2019

TIM’s Board of Directors met today in Rome under the chairmanship of Fulvio Conti to examine the outcome of the internal committees’ meeting, and for an update on the progress of the main ongoing projects, including the network sharing agreement with Vodafone; the NDA signed with Open Fiber’s shareholders and its consequent possible developments; the evolution of TIM Brasil; the launch and outlook of the 5G technology; the new content strategy.

The Board has also taken note of the progress of the Business Plan and specifically of the initiative ‘Progetto Donna’ (Project Woman) aimed at assessing the status of gender equality within the Company and evaluating possible actions to be taken to effectively promote equal opportunities in TIM. The Board also approved the project of merger by incorporation of the subsidiary Noverca, wholly owned by TIM.

During the meeting, the Board acknowledged the resignation of Mr. Amos Genish (non-executive, non-independent director, not a member of internal committees and - currently - without shareholdings in TIM), and approved to replace him by co-opting, by a unanimous vote, Mr. Frank Cadoret. The curriculum vitae of Mr. Cadoret (who doesn’t have any shareholding in TIM) is attached to this press release.

The Board welcomed the renewed dialogue which resulted in the unanimous vote on the aforementioned cooptation, and wishes for the continuation and strengthening of such dialogue between shareholders that shall lead to a shared and finally stable governance, also in view of the next important Company events, first of which is on 1 August, 2019 when the Board will meet to approve the Half-Year Financial Report as at 30 June, 2019.

The resignation of Mr. Genish follows a settlement agreement with the former Chief Executive Officer and General Manager of the Company. Pursuant to the specific Consob regulation, the transaction represents a deal with a related party - of lesser importance, not excluded - on which the Nomination and Remuneration Committee gave a positive opinion, as per the procedure for carrying out transactions with related parties.

In light of the mutual renunciation of any reciprocal claim or dispute in relation to the past employment relationship between the parties (subject to claw back for TIM) and, limited to Mr. Genish, to the administrative relationship with the Company, TIM has granted Mr. Genish the lump sum of 4.2 million euros, that will be settled within 30 days. There shall be no additional benefits for Mr. Genish, nor holds he further rights towards the Company.

TIM S.p.A.

Sede legale: Via Gaetano Negri, 1 - 20123 Milano

Cod. Fisc./P. IVA e Iscrizione al Registro delle Imprese di Milano: 00488410010 - Iscrizione al Registro A.E. E. IT08020000000799 Capitale Sociale € 11.677.002.855,10 interamente versato Casella PEC: [email protected]

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Finally, the Board of Directors has also reviewed the arrangement of its strategic management in light of recent organizational revisions and of the strategic priorities outlined in the Plan. The Board therefore resolved to modify such configuration by including the managers responsible for the Regulatory Affairs and Security Offices, Mr. Giovanni Gionata Massimiliano Moglia (who holds the position since 7 january 2019) and Mr. Stefano Grassi (who holds the position since 12 september 2016); none of them has any shareholding in TIM. The curricula of the two managers are attached.

TIM Press Office

+39 06 3688 2610

https://www.telecomitalia.com/media

Twitter: @TIMnewsroom

TIM Investor Relations

+39 06 3688 2807

https://www.telecomitalia.com/investor relations

 

TIM S.p.A.

Sede legale: Via Gaetano Negri, 1 - 20123 Milano

Cod. Fisc./P. IVA e Iscrizione al Registro delle Imprese di Milano: 00488410010 - Iscrizione al Registro A.E. E. IT08020000000799 Capitale Sociale € 11.677.002.855,10 interamente versato Casella PEC: [email protected]

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CV Frank Cadoret

 

    Born in 1957, Frank Cadoret graduated from the ESSCA business school in 1980. He started his career at Chirurgical Equipement, in 1981 as a Corporate Controller. He joined Thomson Group in 1983 as Head of Management Control at its home appliance affiliate, SAVEMA, before becoming CEO of the company in 1985. He joined Chaffoteaux & Maury Group in 1988 as Director for France (2000 employees), where he carried out a comprehensive transformation of the company. Frank Cadoret joined Volkswagen-Audi Group in 1992 as Director of Operations.

    

In 1995, he joined telecom company SFR Group as CEO of C2GSM, the retail branch of SFR, before being appointed in 2000 Deputy CEO of SFR in charge of BtoB, BtoC and Wholesale. In this position, he played a prominent role in the development of SFR. In 2004, he was appointed Director of Neuf Telecom before the company was acquired by SFR and integrated in 2008. In 2010, Frank Cadoret was promoted to Deputy CEO of SFR Group. After the company was sold, under his supervision, to Altice Group in 2014, Frank Cadoret joined media and entertainment Group Vivendi as Managing Director.

After managing a number of key projects at Vivendi, he joined Canal + Group as CEO for France, where he implemented an ambition transformation plan of TV operations in France.

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Giovanni MOGLIA

Born in 1960, he graduated in Law and specialises in economic law, with a particular focus on competition and market regulation matters.

After working as an official in the CONSOB Legal Studies Office Department for four years, he was involved in the creation of the Competition & Market Authority as head of the Telecommunications & IT Division amongst other roles.

In 1997 he assisted the Stet Chairman’s Office during the privatisation process and then subsequently took charge of the Central Group responsible for Relations with Authorities He was later appointed Director of Institutional Affairs at Wind, where he supervised the tender for the assignment of the third mobile phone operating license.

From January 2000 he worked on the construction of Fastweb, first as a Regulatory Affairs Manager and then as General Counsel, where he remained until December 2018.

He has been the Chief of Regulatory Affairs at Telecom Italia since December 2018.

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Stefano GRASSI

After attending the Guardia di Finanza Academy, he began his military career in the Corps where he held positions of increasing responsibility over the years, becoming Field Assistant to the Minister of Economics and Finance in 2001 and the Commander of the Lombardy Regional Tax Police Unit in Milan from 2002 to 2004.

From 2004 to 2015 he was Poste Italiane Group Vice President Security and Safety, with responsibility for the security of large company assets across all areas (human resources, tangible, intangible, provided services) and at the same time held the position of CEO of Poste Tutela s.p.a..

In 2015, with the Rome Prefecture Order, Gabrielli was appointed Director for the extraordinary and temporary management of an important group of companies involved in the so-called “Mafia Capital” investigation.

In 2016, he took the position of Head of Security of Salini-Impregilo S.p.a. with responsibility, amongst other things, for coordinating information with national and international security bodies and guaranteeing physical and material integrity for sites operating abroad, in highly critical countries.

He has been the Head of Security at Telecom Italia since September 2016.

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