Tiscali 2007 Annual Report Download - page 143

3on 10 May 2007, assigned the Chief Executive Officer all the
options due him in a single tranche; it will be possible to
exercise the options, subordinate to the achievement of the
performance targets, in several tranches as well, between 4
May 2010 and 3 November 2010, at a price of EUR 2.763;
3on 28 June 2007, assigned 23 managers a total of
3,330,000 options; it will be possible to exercise the options,
in several tranches as well, between 29 June 2010 and 28
December 2010, at an exercise price of EUR 2.378.
The beneficiaries of the options are obliged not to sell, for a
period of at least five years as from the exercise date, a quan-
tity of shares whose total value is no lower than the difference
between the normal value of the shares as of the exercise date
and the amount paid by the beneficiaries, in compliance with
applicable tax legislation.
For further information, with particular reference to the effects
- on the rights assigned - of the possible termination of the
employment relationship of the beneficiaries or a change in
the management of the Company, please refer to the disclo-
sure document drawn up in accordance with Article 84
bis of
Regulation No. 11971 approved by Consob under resolution
dated 14 May 1999, available on the Company’s website
(www.tiscali.com).
32. Ongoing disputes and contingent liabilities
During the normal course of its business, the Tiscali Group is
involved in a number of legal and arbitration proceedings, as
well as being subject to tax assessments.
A summary of the main proceedings to which the Group is a
party, is presented below.
32.1 Disputes
Vereniging van Effectenbezitters/ Stichting Van der Goen
WOL Claim disputes
In July 2001, the Dutch association Vereniging van Effecten-
bezitters and the Stichting VEB-Actie WOL foundation, which
represent a group of around 10,000 former minority sharehold-
ers of World Online International N.V, summonsed World On-
line International NV (currently 99.5% owned by Tiscali) and
the financial institutions tasked with the stock market listing of
the Dutch subsidiary, disputing, in particular, the incomplete
and incorrect nature, as per Dutch law, of certain information
contained in the listing prospectus and of certain public state-
ments made, immediately prior to and after the listing (on 17
March 2000), by the company and by its chairman.
By means of provision dated 17 December 2003, the first level
Dutch court deemed that in certain press releases issued by
World Online International NV prior to 3 April 2000, sufficient
clarity was not provided regarding the declarations made pub-
lic by its former chairman at the time of listing relating to his
shareholding. Consequently, World Online International N.V
was held responsible vis-à-vis the parties who had subscribed
the shares of the company at the time of the IPO on 17 March
2000 (start date of trading) and who acquired shares on the
secondary market up to 3 April 2000 (date on which the press
release was issued, specifying the effective shareholding held
by the former chairman of World Online International NV).
World Online International BV appealed against this decision,
deeming that it was not necessary to provide further clarifica-
tion, citing the correctness of the information prospectus.
On 3 May 2007, the Amsterdam Court of Appeal partially
amended the decision of the first level court, deeming that the
prospectus used at the time of listing was incomplete in some
of its parts and that World Online International BV should have
corrected certain information relating to the shareholding held
by its former chairman, reported by the media before said list-
ing; furthermore, it was deemed that the company had cre-
ated optimist expectations regarding the activities of World
Online International NV. The sentence restricts itself to ascer-
taining the company’s responsibility and that of the financial
institutions tasked with the stock market listing, but does not
pass judgement with regards to the existence and the amount
of any damage, which will have to form the subject matter of
new and separate proceedings, as yet not started up. On the
basis of this verdict, the investors who became shareholders
of World Online International NV between 17 March 2000 and
3 April 2000, could undertake action for the compensation of
the related damages before the competent Court.
On 24 July 2007, the Dutch association and the foundation
mentioned above proposed an appeal before the Dutch
Supreme Court against the sentence of the Court of Appeal.
On 2 November 2007, World Online International NV and the
financial institutions tasked with the stock market listing filed
their counter-appeal. Similar proceedings have an average du-
ration of between 15 and 18 months approximately and at
present it is not possible to make any forecasts regarding the
outcome of these proceedings.
A dispute of a similar nature to that described above was for-
warded by another Dutch foundation, Stichting Van der Goen
WOL Claims, in August 2001, and letters were subsequently re-
ceived from other parties, in which the hypothesis of being able
to proceed with similar action, if the conditions should apply.
It appears premature to consider that significant liabilities will
probably arise in relation to these (potentially significant) dis-
putes, and in any case sufficiently defined elements do not
exist for quantifying the potential liability. Therefore, no provi-
sion has been made in the financial statements.
KPNQWest Bankruptcy dispute
The subsidiaries Tiscali International Network BV and Tiscali
International Network SA are involved in a dispute furthered by
TISCALI S.P.A. – SINANCIAL STATEMENTS AT 31 DECEMBER 2007
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