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 DECEMBER 2018
TIM S.p.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-
Press Release
TIM’S BOD APPOINTS NEW INTERNAL COMMITTEES
Rome, 6 December 2018
TIM’s Board of Directors met today chaired by Fulvio Conti.
Having acknowledged the effects the decisions taken on 13 and 18 November 2018 had on the composition of the Control and Risk Committee and Strategic Committee, the Board of Directors has
| • | appointed Director Morselli to the Control and Risk Committee (now made up of Directors Giannotti – Chairman, Ferrari, Moretti, Morselli and Valensise); |
| • | has not proceeded, at present, to appoint additional Directors to the Strategic Committee (made up of TIM’s Chairman and CEO along with Directors de Puyfontaine, Ferrari and Sabelli). |
TIM’s Board of Directors also approved the calendar of company events for the coming year and confirmed that also in 2019 the Group will disclose the interim reports on operations as of 31 March and 30 September.
| 26 February 2019 | Board of Directors meeting to approve the draft financial statements for the year and the consolidated financial statements at 31 December 2018 | |
| 11 April 2019 | Shareholders’ Meeting to approve the Financial Statements at 31 December 2018 | |
| 20 May 2019 | Board of Directors meeting to approve the interim report on operations at 31 March 2019 | |
| 1 August 2019 | Board of Directors meeting to approve the report at 30 June 2019 | |
| 7 November 2019 | Board of Directors meeting to approve the interim report on operations at 30 September 2019 | |
The conference calls to present the accounting data to the financial community will normally be held after the Board of Directors meeting for their approval. Any changes to the above dates will be communicated without delay.
To guarantee regular information on the Group’s financial and operating performances, and in line with the main peers announcing quarterly results, reports at 31 March and 30 September (published coherently with the timing of the calendar) will include the following information:
| • | report on the Quarter’s relevant events and operations; |
| • | synthesis of the performance and trend of economic-financial operations, consolidated and per Business Unit; |
| • | events subsequent to the Quarter; |
| • | outlook for the financial year; |
| • | detailed tables on consolidated figures; |
| • | alternative performance indicators. |
The form and the contents of the accounting principles typical of quareterly reporting will be consistent with those of the FY and half-year financial reports.
TIM Press Office
+39 06 3688 2610
www.telecomitalia.com/media
Twitter: @TIMnewsroom
Telecom Italia Investor Relations
+39 06 3688 2807
www.telecomitalia.com/investor_relations
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 financial report as of and for the nine months ended September 30, 2018 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: December 6, 2018
| TIM S.p.A. | ||
| BY: | /s/ Umberto Pandolfi | |
| Umberto Pandolfi | ||
| Company Manager | ||