February 6, 2014 / 8:02 PM / in 4 years

UPDATE 1-Telecom Italia adopts safeguards for possible unit sale

* New safeguards to apply in case of sale of TIM Brazil, large deals

* Telecom Italia cancels 3 bln euro hybrid bond plan

* Vito Gamberale could become new Telecom Italia chairman -sources (Adds sources on future chairman, details on procedure)

MILAN, Feb 6 (Reuters) - The board of Italian phone group Telecom Italia has agreed on a procedure that would introduce new safeguards for shareholders should it decide to sell its Brazilian unit TIM Brazil.

In a statement on Thursday announcing its decision, Telecom Italia did not publish the full details of the new procedure, which would also apply to all deals worth more than 2 billion euros ($2.7 billion).

Last month, the company had said that it wanted to make sure independent directors would evaluate any sale proposal for TIM Brazil, possibly complicating a deal.

Wireless carrier TIM Brazil is Telecom Italia’s main source of growth but has become the focus of tensions among shareholders over how the Italian telecoms group should cut debt and fund much-needed domestic investment.

Telecom Italia and its biggest shareholder, Spanish telecoms group Telefonica, are also direct competitors in Brazil.

Rebel Telecom Italia investor Marco Fossati says this conflict of interest could force Chief Executive Marco Patuano to take decisions favouring the Spanish telecoms giant.

Under the new procedure, any sale of TIM Brasil would need approval at a special shareholders’ meeting where Telefonica, if identified as party with a directly-related interest, would be left out of the vote.

Telecom Italia also said it had decided to cancel its 3 billion euro hybrid bond plan, a direct consequence of an earlier decision by rating agencies not to treat these kind of bonds as equity.

The change has also triggered early redemptions of hybrid bonds by other companies, notably steel-maker ArcelorMittal . Telecom Italia had already decided last week to redeem an outstanding bond.

In Thursday’s statement, Telecom Italia said it will examine governance issues at a board meeting on Feb. 27.

Telecom Italia’s controlling investor Telco, which has Telefonica and three Italian financial institutions among its shareholders, is in talks to give minority investors led by Fossati the power to appoint the chairman when its board is renewed this spring, sources close to the matter told Reuters.

If an agreement is reached, veteran Italian business executive and infrastructure fund F2i CEO Vito Gamberale could be appointed as Telecom Italia chairman, the sources said.

Telecom Italia, Telco and F2i were not available for comment. ($1 = 0.7353 euros) (Reporting by Danilo Masoni and Stefano Rebaudo; Writing by Lisa Jucca; Editing by Anthony Barker)

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