Tiscali 2007 Annual Report Download - page 102

38.5 Handling of the liquidity risk
38.6 Financial instruments
Fair Value
The following table illustrates the estimate, at 31 December 2007,
of the fair value relating to the financial instruments which were
present at the date of the financial statements:
EUR (000) 31.12.2007
Financial statements value Fair Value
Secured Bank Loans 596,700 607,231
Convertible bond 43,842 43,842
Unsecured Bank Facility 33,669 28,300
Finance Lease Liabilities 98,969 95,525
The interest rates used for the calculation of the fair value range
from 6% to 11%.
39. Acquisition of subsidiaries
On 13 July 2007, Tiscali and Pipex Communications Plc (“Pipex”)
entered into an agreement for the acquisition by Tiscali UK Hol-
dings Limited of Pipex’s broadband and voice division.
The division is made up of nineteen corporate entities:
Pipex Homecall Ltd (Reg no. 04063120) *
Pipex Internet Ltd (Reg no. 5306519) *
Switch2 Telecoms Ltd (Reg no. 05199682) *
Toucan Residential Ireland Ltd (Reg no. 400751) *
Toucan Residential Ltd (Reg no. 4775696) *
Accent UK Ltd (Reg no. 4019639
Freedom to Surf Registration Services Ltd (Reg no. 5426431)
Freedom to Surf Consumer Services Ltd (Reg no. 4260037)
Freedom to Surf Ltd (Reg no. 3380801)
GX Networks Twelve Ltd (GM) (Reg no. 3469222)
HighwayOne Ltd (HO) (Reg no. 3955818)
Homecall (UK) Ltd (PI) (Reg no. 3132601)
Homecall Payment Services Ltd (Reg no. 05004760)
Nidram Ltd (Reg no. 3299919)
Pipex Broadband Ltd (ZT) (Reg no. 3137499)
Pipex Comms Services Ltd (GI) (Reg no. 3059016)
Pipex Networks Ltd (PX) (Reg no 3681511)
Trinite Ltd (Reg no. 2320600)
Trinite Services Ltd (Reg no. 2469032)
* operating companies
The acquisition was formalized on 13 September 2007.
The final price inclusive of the acquisition charges came to
EUR 269.4 million.
The acquisition of Pipex’s broadband and voice division further
enhances Tiscali’s position among the leading market opera-
tors for the integrated supply of telecommunications and media
services. Thanks to this acquisition, important synergies and
efficiencies may be achieved, in particular on the integration
of the network, the migration of the customers and the reduc-
tion of the indirect costs.
Net assets acquired in the transaction, the goodwill and the value
of the other intangible assets defined on 13 September 2007:
EUR (000) Financial Fair value Aggregate of the
statements value companies
acquired as of the
acquisition date
Plant and machinery 18,501 3,219 15,282
Intangible assets - 99.610 99,610
Receivables from customers 25,621 - 25,621
Other receivables 15,807 - 15,807
59,930 96,391 156,320
Payables to suppliers 31,089 - 31,089
Other short-term liabilities 38,503 - 38,503
Other long-term liabilities 356 29,491 29,847
69,948 29,491 99,439
Net assets acquired (10,018) 66,900 (56,881)
Goodwill 212,522
Acquisition price (including charges) 269,404
The estimate of the fair value attributable to single equity ele-
ments was carried out by a third consulting company.
The value ascribed to the other intangible assets, totalling EUR
99.6 million, is illustrated below:
3Value of Pipex brands (Pipex, Toucan, Homecall, F2S, Bull-
dog) for EUR 20 million;
3Value of the customer database amounting to EUR 72.1 million;
CONSOLIDATED FINANCIAL STATEMENTS AND EXPLANATORY NOTES AT 31 DECEMBER 2007
101
Financial Outgoing less than between 1 and more than
EUR (000) statements value cash flows 1 year 5 years 5 years
Secured bank loans 596,700 906,031 203,509 227,283 475,238
Convertible notes 43,842 80,250 - 80.250 -
Unsecured bank facility 33,669 33,669 - 3,583 30,085
Trade and other payables 389,253 389,253 389,253 - -
Bank overdraft 25,973 25,974 25,974 - -