Tiscali 2007 Annual Report Download - page 38

3Disposal of activities in the Czech Republic On 17 July 2007,
the disposal in the Czech Republic was finalized for a total
payment of EUR 100 thousand.
Launch of the Tiscali TV service in the UK and Italy
On 5 February 2007, the Group’s UK subsidiary (Tiscali UK)
informed the market of the commercial television via internet
product (IPTV) in the UK. The service, active as of 1 March,
will reach the entire Tiscali UK ULL network by the end of 2008
– at GBP 19.99 per month for the triple play option – and
reflects Tiscali philosophy whereby TV complements the broad-
band access and voice services, giving users a premium con-
tent option in addition to the basic package.
In December, Tiscali Italia launched the service in three cities
– Rome, Milan and Cagliari, with the aim of extending it to the
whole of Italy during 2008.
Sale & lease back transaction
In the month of February 2007, Tiscali Group made known to
have carried out the so-called sale & lease back transaction
concerning the building located in Cagliari, with the headquar-
ters of the group. By means of such operation, the ownership
of the building was transferred to a pool of lenders with call
option at the end of the lease. The pool of lenders was made
up of Centro Leasing, Intesa Leasing and Locat; the trade value
of the transaction was EUR 61.2 million. Tiscali Group kept
the building available for lease for the next fifteen years, with
a rent calculated on the basis of an annual rate of about Euri-
bor + 140 basis points. Net of the repayment of the mortgage
loan existing on the building and other accessory charges, the
transaction generated resources equalling about EUR 30 mil-
lion for the Group.
Stock option plan for management
On 10 May 2007, accomplishing the incentive plan for the
Chief Executive Officer, Tiscali S.p.A.’s Board of Directors allo-
cated the same 3,593,143 options in a single tranche for the
purchase of the same amount of ordinary shares in the Com-
pany. It will be possible to exercise these options, subject to
the achievement of the performance targets, also in several
tranches as from 4 May 2010 and by 3 November 2010, at a
price of EUR 2.763. On the basis of the agreements between
the Company and Tommaso Pompei consequent to the latter’s
relinquishing of his powers during the Board Meeting held on
27 and 28 February 2008, the options assigned to Tommaso
Pompei are understood to be exercisable for the full amount
resolved according to the terms envisaged by the regulations.
As a result of the adjustment mechanism relating to the share
capital increase, the exercise price for the options allocated to
Tommaso Pompei currently stands at EUR 2.477 per share.
On 28 June, accomplishing the incentive plan for Tiscali S.p.A.
employees and those of its Italian subsidiaries, approved by
the shareholders’ meeting held on 3 May 2007, the Board of
Directors assigned 23 managers a total of 3,330,000 options
REPORT ON OPERATIONS
37
Volumes stood at a daily average of about 5.9 million items,
with a daily average trade value of EUR 12.6 million.
Significant events during the financial year
2007 was a year of industrial growth, both systematic and via
external lines, involving the acquisition of Pipex in the UK, and
of profound and consequent change in the financial structure.
The Group in fact raised a new bank loan for EUR 650 million
to finance the afore-mentioned acquisition and to re-finance
the outstanding bank borrowing with long-term facilities. Part
of the loan has already been repaid by means of a share cap-
ital increase transaction for around EUR 150 million, resolved
during 2007 and concluded in 2008 (also see the section on
“Events subsequent to the end of the financial year”). The
main events during the financial year are listed below, in chrono-
logical order.
Disposals of activities
3Disposal of activities in Germany On 31 January 2007,
Freenet AG acquired Tiscali’s consumer narrowband and
broadband customers in Germany. On 5 February 2007,
Tiscali disposed of the B2B activities in Germany to Ecotel
Communication AG. The cash receipts from disposal of the
B2C and B2B assets in Germany totalled around EUR 45
million.
3Disposal of activities in the Netherlands On 19 June 2007,
further to the approval of the Dutch antitrust authority, Tis-
cali completed the sale of its activities in the Netherlands
to KPN B.V.. The total value came to EUR 248.5 million.
Net of the repayment of intercompany payables for around
EUR 12.5 million, the final payment for the disposal came
to EUR 236 million.
DATE PRICE* (EUR) N° OF SHARES
January 2.368 6,184,082
February 2.366 5,364,988
March 2.342 9,752,282
April 2.484 4,371,930
May 2.294 5,979,781
June 2.115 5,442,425
July 2.050 6,490,395
August 1.895 4,636,873
September 1.834 3,659,767
October 2.014 8,812,052
November 2.093 6,167,702
December 1.896 3,732,054
Average 2.146 5,882,861
(*) Prices adjusted due to the share capital increase in February 2008
AVERAGE TISCALI STOCK TRADING ON THE ITALIAN STOCK EXCHANGE IN 2007