Tiscali 2009 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    Annual Report 2009 This report is available on the website www.tiscali.it

  • Page 3
    Annual Report 2009 © 2010 - Tiscali S.p.A. S.S. 195, km 2.300 Località Sa Illetta, 09122 Cagliari www.tiscali.it

  • Page 4
    ... framework 7.3 Tiscali shares 7.4 Significant events during the financial year 7.5 Analysis of the Group economic, equity and financial position 7.6 Events subsequent to the end of the year 7.7 Assessment of the business as a going-concern and business outlook Corporate Governance Report and...

  • Page 5
    4 Tiscali Group: Annual Report 2009

  • Page 6
    ...28 July 2006 Shareholders' equity Investments Operating figures 428.6 211.2 224.4 (67.0) 40.8 31 December 2009 1.205.8 601.1 616.4 4.8 174.3 31 December 2008 Restated* (64.5%) 64.9% 63.6% n.d. 76.6% Change in % (mln) Internet Access and Voice users ADSL (broadband) users of which: Direct ADSL users...

  • Page 7
    6 Tiscali Group: Annual Report 2009

  • Page 8
    ...in associated companies Operating result + Restructuring costs + Amortisation/depreciation +/- Atypical charges/income Gross Operating Result (EBITDA) + Write-downs of receivables from customers + Stock option plan costs Gross Operating Result (Adjusted EBITDA) 7 Alternative performance indicators

  • Page 9
    3. Management Renato Soru CHAIRMAN AND CEO Luca Scano GENERAL MANAGER Andrea Podda CTO Salvatore Pulvirenti CIO Roberto Lai B2C DIRECTOR Michele Lavizzari B2B DIRECTOR 8 Management

  • Page 10
    ... Piero Maccioni Andrea Zini DEPUTY AUDITORS Rita Casu Giuseppe Biondo Executive appointed to draw up the accounting and corporate documents Luca Scano Independent Auditing Firm Reconta Ernst & Young S.p.A. 1. Appointed by the Shareholders' Meeting on 21 December 2009 9 Directors and Auditors

  • Page 11
    ... mercato DECEMBER European expansion plans with the acquisition of two french companies JANUARY Acquisition of Liberty Surf APRIL Achieved leadership position in the UK, Austria and Finland following integration of acquisitions. OCTOBER Launch of Adsl product 10 Tiscali Group: Annual Report 2009

  • Page 12
    ... companies in Italy. Tiscali supplies to its customers, both private individuals and companies, a wide range of services: internet access through dial-up and ADSL, Voice, VoIP, media, value-added services and other technologically advanced products. Thanks to its unbundling network (ULL), its offer...

  • Page 13
    Caterina Murino Testimonial of Tiscali 12 Tiscali Group: Annual Report 2009

  • Page 14
    ... in 2009, produced by Tiscali Italy, was "Tiscali UNICA", the best way to browse and make unlimited calls at competitive prices, supplementing the current "Tutto Incluso" offer, the Tiscali mobile SIM and the innovative wiPhone service, the application marks a change in fixed-mobile convergence...

  • Page 15

  • Page 16
    7. Report on operations 7.1 Tiscali's position within the market scenario Tiscali is one of the leading alternative telecommunications operators in Italy offering a wide range of services to its private and business customers: internet access through dial-up and ADSL, as well as voice, VoIP, media, ...

  • Page 17
    ...of direct access coverage for 200 new exchanges located throughout the different parts of Italy. As a result of said extension Tiscali will have 686 LLU exchanges, thus achieving direct coverage of roughly 9 million families or telephone users. Tiscali provides internet access and dual play services...

  • Page 18
    ... access service fees By resolution 71/09/CIR "Approval of the Telecom Italia Reference Proposal for 2009 relating to bitstream services (Market 12)" the increase in prices (effective from 15/06/2009) was approved relating to the extra fee for the dedicated line (so-called Naked), from EUR 9.71/month...

  • Page 19
    ... market analysis, Agcom was called to assess the opportunity, at national level, for reducing the relevant markets, or the removal of restrictions on some markets and defining new solutions on markets still deemed to be susceptible to ex ante regulation. 18 Tiscali Group: Annual Report 2009

  • Page 20
    ... services of access to the public telephone network from a fixed location offered to residential and non-residential customers, imposed on Telecom Italia pursuant to article 10 of resolution 33/06/CONS; Resolution 2/10/CONS "Market of wholesale supply of terminating segments of leased lines (market...

  • Page 21
    ... lines. 15. Access and call origination on public mobile telephone networks. 16. Voice call termination on individual mobile networks. 17. Wholesale national market for international roaming on public mobile telephone networks. 18. Broadcasting transmission services to deliver content to end users...

  • Page 22
    .... Source: Tiscali Share Capital Structure at 31 December 2009 *** The Warrants - combined free of charge with newly issued shares relating to the increase in share capital launched last October and concluded successfully on 11 November 2009 - offer the right to subscribe ordinary company shares at...

  • Page 23
    ... volumes stood at a daily average of about 33.8 million items, with a daily average trade value of EUR 8 million. Average exchanges of Tiscali share on Borsa Italia (Italian Stock Exchange) in 2009 Price (euro) January Febraury March April May June July August September October November December...

  • Page 24
    ... months of 2009, the Board of Directors assessed the need to prepare a new Business Plan and an associated Financial Plan which will allow the Tiscali Group to launch a process aimed at restructuring the debt and guaranteeing financial balance over the long-term. On said date, the Board of Directors...

  • Page 25
    ... date of preparation of the 2009 financial statements On 8 May 2009, the Board of Directors approved the guidelines of the Group debt restructuring plan, in line with the financial and equity requirements of the Tiscali Italia business plan, which the financial institutions have pledged to support...

  • Page 26
    ... in line with the terms described below under point 3). The execution of increases in share capital, to be offered under option to shareholders, to be used to repay the residual amount of Senior Debt and debts owed to Andalas, a company owned by shareholder Renato Soru, and debts owed to Tiscali UK...

  • Page 27
    ... Group's debt restructuring agreements, net revenue from the sale of Ti Net was retained in the company's cash balance to service working capital requirements, also through recapitalisation of the Italian subsidiary. 2) On 30 June 2009 the Extraordinary Shareholders' Meeting, in third call, approved...

  • Page 28
    ... accessory transaction costs, were used to repay part of the Senior Debt and debts owed to Tiscali UK minority shareholders for roughly EUR 200 million (including payment of Interest Rate Swaps) and EUR 8 million respectively. 7) In addition, on the same date, Consob deemed the Restructuring Plan to...

  • Page 29
    ... October, Tiscali announced the opening of the period of shares being offered under option to shareholders combined with warrants deriving from the share capital increase, and simultaneously released its 2009 - 2013 Business Plan. The information and listing prospectus on the offer under option and...

  • Page 30
    ... "Tiscali Unica" offer in September 2009, with innovative wiPhone service should be pointed out; II) increase the consumer ARPU through the diffusion of fixed-mobile convergent offers which bring together all the potential offered by the IP protocol in order to provide both mobile access internet...

  • Page 31
    ...to subscribe the company's ordinary shares at a ratio of 1 conversion share to every 20 warrants exercised. In particular, said right may be exercised at any time starting from the day after the Shareholders' Meeting called by a resolution of the Board of Directors which met on 12 November 2009 (set...

  • Page 32
    ... the term within which the company's Board of Directors is required to call the Ordinary Shareholders' meeting annually for the approval of the financial statements with current legislation. Other significant events during the year Appointment of the Tiscali Italia General Manager On 19 January 2009...

  • Page 33
    ... 2009, new company Tiscali Contact s.r.l. was founded, a subsidiary of Tiscali Italia S.p.A., whose objective is to insource activities connected with customer technical and administrative support. Waiving, by former CEO Tommaso Pompei, of the exercise of options as part of the stock options plan...

  • Page 34
    ... until said date. At the same time, the Shareholders' Meeting fixed the annual emolument of the Chairman of the Board of Statutory Auditors on the basis of the professional fees of accountants, plus 50%. Luca Scano was also appointed as the Executive in charge of drawing up the company's accounting...

  • Page 35
    ...edge network based on IP technology, Tiscali can offer its customers a wide range of services, from broadband and narrowband internet access, to more specific and hi-tech products to meet the needs of the market. This offer also includes voice services (VoIP and CPS), and portal and mobile telephone...

  • Page 36
    ...on the general conditions of the credit market and the Group's capacity to correctly implement the economic and financial plan aimed at creating a stable economic and financial balance. Risks associated with fluctuations in interest and exchange rates The Tiscali Group, operates exclusively in Italy...

  • Page 37
    ... refer to para. 4.7 "Assessment of the business as a going-concern and business outlook". Risks associated with disputes and contingent liabilities For further information please refer to the paragraph "Ongoing disputes, contingent liabilities and commitments". 36 Tiscali Group: Annual Report 2009

  • Page 38
    ... customers Stock option plan cost Gross operating result (EBITDA) Restructuring costs, provisions for risk reserves and write-downs Amortisation/depreciation Operating result Share of results of equity investments valued using the equity method Net financial income (charges) Pre-tax result Income...

  • Page 39
    ...in line with the figure as at 31 December 2008 (roughly 385 thousand). More than 302 thousand customers subscribed to the double play offer (data and voice via the internet), an increase of around 40 thousand compared with 31 December 2008. The customer base using dial-up access services (narrowband...

  • Page 40
    ... around 47.2% of the Group's total revenues during the year, in line with the figure recorded in the same period in 2008 (EUR 157.2 million). The customer base for ADSL services, relating to 2009, numbered roughly 570 thousand users (of which around 387 thousand direct), down slightly compared with...

  • Page 41
    ... sale of content (e.g. video on demand), revenues classified in the "access line". Operational Income Statement of the Group 31 December 2009 EUR (mln) Revenues Access revenues of which: ADSL Voice revenues of which: dual play (traffic component) Revenues from business services Revenues from media...

  • Page 42
    ... Income Statement - Group 31 December 2008 Restated 31 December 2009 EUR (mln) Revenues Gross Operating Margin (Gross Margin) Indirect operating costs Marketing and sales Payroll and related costs Other indirect costs Other income/charges Adjusted Gross Operating Result (EBITDA) Write-down...

  • Page 43
    ... at EUR 27.3 million, included roughly EUR 15 million in provisions to cover charges relating to the Group's restructuring plan. Essentially concluded at the end of 2009. Amortisation/depreciation amounted to EUR 46.7 million in 2009 (EUR 52.8 million in 2008). 42 Tiscali Group: Annual Report 2009

  • Page 44
    ... Tiscali International BV, and EUR 1.6 million relating to IRAP (regional business tax) charged to Italian companies. At 31 December 2008 the item instead mainly included the repayment of deferred taxes in respect of Tiscali International BV amounting to EUR 23.8 million. Group Net Result The Group...

  • Page 45
    Results of subsidiary Tiscali Italia S.p.A. Operational Income Statement - Italy 31 December 2009 EUR (mln) Revenues Gross Operating Margin (Gross Margin) Indirect operating costs Marketing and sales Payroll and related costs Other indirect operating costs Gross operating result (adjusted EBITDA) ...

  • Page 46
    ...(EBIT) and Net Result - Italy . . . . Source: Tiscali The graph shows the net result of Tiscali Italia S.p.A., according to International Accounting Standards (IFRS), which differs from the net result of the local statutory financial statements equal to EUR 4.3 million. 45 Report on operations

  • Page 47
    ... million at 31 December 2008. Other receivables and sundry current assets, equal to EUR 27.1 million, included in particular accrued income on access services provided, prepaid expenses for service costs, together with sundry receivables, including VAT credits. 46 Tiscali Group: Annual Report 2009

  • Page 48
    ...28 July 2006, the following table shows the reconciliation between the net profit for the period and Group shareholders' equity with the corresponding values of the Parent Company. 31 December 2009 Net profit (loss) EUR (000) Shareholders' equity and net profit (loss) of Tiscali S.p.A. Shareholders...

  • Page 49
    ...09 31 December 08 On 3 July the company sold its assets in the UK for GBP 236 million. Proceeds from the sale were used for the partial repayment of the financial debt to Senior Lenders (roughly GBP 180 million),and the payment of debts to the management of Tiscali UK (around GBP 8 million). Net of...

  • Page 50
    ... comprehensively detailed in the share capital increase Information Prospectus available on the company's website www.tiscali.it, in the Investors section. Finally, it should be noted that, prudentially, the net financial position does not include the time deposit relating to the sale of Tiscali UK...

  • Page 51
    ... share capital increase offered under option to the shareholders of Tiscali S.p.A., completed on 11 November 2009 and immediately used for the repayment of another portion of financial debt in execution of the agreements entered into with lenders; based on said 50 Tiscali Group: Annual Report 2009

  • Page 52
    ... image, an increase of more than 80% was recorded in ADSL and voice registrations compared with the first half of 2009. Said trend also continued in the first few months of 2010. On account of the aforegoing, the Directors, in assessing the existence of the condition of the Tiscali Group as a going...

  • Page 53
    ...foreseeable future and have therefore adopted the going-concern assumption in preparing the financial statements. Cagliari, 26 March 2010 The Chief Executive Officer The Executive appointed to draw up the company accounting documents Renato Soru Luca Scano 52 Tiscali Group: Annual Report 2009

  • Page 54
    ...days before the shareholders' meeting for the approval of the annual financial statements and forwarded at the same time to Borsa Italiana S.p.A. who will make it available to the general public. The report is also published in the "investor relations" section on the Company website: www.tiscali.com...

  • Page 55
    ...Company Secretary The post of Chairman and the powers of Managing Director were thus conferred upon Renato Soru in the Board meeting on the 21.12.2009. The remit of the current Directors shall expire with the approval of the financial statements for the year 2011. 54 Tiscali Group: Annual Report...

  • Page 56
    ... 2009, the Annual general meeting appointed the new Board of Statutory Auditors, in post until the approval of the financial statements to the 31 December 2011, and has resolved upon the remuneration to be paid to its members. Based on the two lists provided respectively by the shareholders, Renato...

  • Page 57
    ...the market. The Company is not aware of any syndicate agreement or of any shareholders agreements except as specified below. Warrants The General Meeting of the 30 June 2009, at the same time as resolving to increase the share equity, resolved for the issue of Warrants. In the light of the execution...

  • Page 58
    ... be set by resolution of the Board of Directors in accordance with Company demands and the situation in the financial markets. The subscription price shall be equal to the average market price for Tiscali shares recorded in the three months prior to the working day prior to each related offering of...

  • Page 59
    ... and Managing Director report to other Directors and to the Board of Statutory Auditors during Board meetings held at least once a quarter and at other times, on operations of significant economic or financial value performed by the Company or its subsidiaries. Furthermore, they provide the Board of...

  • Page 60
    ... said list. Currently the board of Directors is made up of five Directors: Renato Soru, Chairman and Managing Director, is the sole Director with executive powers delegated by the Board. As indicated in Article 3.2 of the Code, at the time of appointment and in any event once a year when this Report...

  • Page 61
    ... The Board of Directors meets regularly and in any event at the time of the approval of the quarterly reports, the half year report and the draft annual financial statements. It is consolidated practice that executives and consultants from outside the Company are also called to attend Board meetings...

  • Page 62
    .../2005, as amended by Italian Legislative Decree No. 303/2006. Pursuant to the aforementioned Article 11 (Board of Directors), the list of nominations must be filed at the Company's registered office at least ten days prior to the date of the next Shareholders' Meeting, together with the professional...

  • Page 63
    ... its Shareholders, and to facilitate access to documentation which, in accordance with law must be made available to them at the registered office when meetings are due to be held, the Company has made said information available in a special "investor relations" Article of its website www.tiscali.it...

  • Page 64
    ... Auditors. On 30 April 2009, the ordinary shareholders' meeting applied the voting list mechanism described above for the appointment of the current Board of Statutory Auditors, which will remain in office until the date of the meeting called to approve the annual financial statements at 31 December...

  • Page 65
    ... the Managing Directors, for the determination of the criteria for the remuneration of the Company's senior management. The committee is also responsible for making proposals concerning any stock option plans of the Company and the related execution. As part of its functions, the Committee may avail...

  • Page 66
    ... with all means necessary to perform this support role. The Internal Audit Coordinator has no line manager, and reports directly to the Managing Director, the Internal Audit Committee and the Board of Statutory Auditors at least once every three months. The Internal Audit Coordinator was identified...

  • Page 67
    ...the main business risks are identified and appropriately managed; b) Assessing the work plan prepared by the Internal Audit Coordinator and receiving the Coordinator's periodic reports; c) Together with the Company's Directors and auditing company, verifying adequacy of the accounting standards used...

  • Page 68
    ... other parties, e.g. the independent auditing firm, the General Manager, if appointed, and the Finance Director, to Committee meetings in relation to specific items on the agenda for which their presence may prove useful. Meetings of the Internal Audit Committee are normally held prior to Board of...

  • Page 69
    ... the corporate processes from which the financial information originates. This work includes: i) defining the quantitative criteria with regard to the income and asset contributions provided by individual companies in the last accounting position and the rules for selection with internal relevance...

  • Page 70
    ... A multiplicity of corporate functions contribute to providing information of an economic-financial nature. Thus, the Director in Charge sets up a systematic and fertile relationship with said functions. The Director in Charge is required to inform the Board of Statutory Auditors in good time if any...

  • Page 71
    ... Board of Directors held on the 26 March 2010 to overall Regulations on Related Parties were approved, and published in the section for "investor relations" on the Company website at www.tiscali.it. Handling of confidential information and market communications. Investor Relations office The Company...

  • Page 72
    ... with financial analysts or institutional investors, which involve confidential documents or information concerning Tiscali or the Group, may take place solely via the head of investor relations, unless they involve interviews or declarations made by the executive directors. The company managers and...

  • Page 73
    ...Chairman and Managing Director in post since 21 December 2009. In post from 21 December 2009 until the approval of the financial statements to 31.12.2011; In post until 25 February 2009; The number of shares shows the value after the merger of the 14 September 2009. Board of Statutory Auditors Name...

  • Page 74
    ... 31 December 2009 31 December 2008 Restated Notes (EUR 000) Revenues Other income Purchase of materials and outsourced services Payroll and related costs Stock option plan cost Other operating (income) charges Write-downs of receivables from customers Restructuring costs and other write-downs...

  • Page 75
    ...(EUR 000) Net result Translation differences of the financial statements of foreign companies Delta fair value equity bond Total comprehensive income after tax Total comprehensive result after tax Attributable to: - Group result - Minority interests December 2009 (387,012) (387,012) (271,090) (95...

  • Page 76
    ...liabilities Payables to banks and other lenders Payables for financial leases Payables to suppliers Other current liabilities 31 31 32 33 24,453 4,349 150,894 75,678 255,374 Liabilities directly related to assets held for sale Total Liabilities and Shareholders' equity 930 428,606 510,012 21,399 268...

  • Page 77
    ... assets - tangible Tiscali International BV deferred tax assets Year-end income taxes Write-down of fixed assets Valuation of equity investments carried at shareholders' equity Provisions for risks and restructuring charges Release of provisions for risks Stock Option cost Provision for employee...

  • Page 78
    ...overdrafts Financial leasing payment/collection Increase (decrease) in other non-current liabilities Share capital increase Charges on share capital increase (Purchase)/Disposal of treasury shares NET CASH GENERATED BY/USED IN FINANCIAL ACTIVITIES Effect of changes in foreign currency exchange rates...

  • Page 79
    ... Changes in Shareholders' Equity Share Capital (EUR 000) Balance at 1.1.2009 Share capital increase Figurative Stock Option cost Purchase/Disposal of treasury shares Transfers covering losses Exchange differences arising on the translation of the financial statements of foreign companies and changes...

  • Page 80
    ... no.15519 dated 27 July 2006 31 December 2009 (EUR 000) Revenues Other income Purchase of materials and outsourced services Payroll and related costs Stock option plan cost Other net operating (income) charges Write-downs of receivables from customers Restructuring costs and other write-downs...

  • Page 81
    ...,606 516 516 6,880 176,819 46,794 3,430 24,202 258,125 56,795 1,205,817 559 559 31 December 2009 85,187 137,737 16,723 239,647 of which: related parties 31 December 2008 438,824 191,931 232,288 33 17,313 10,507 890,896 of which: related parties - 80 Tiscali Group: Annual Report 2009

  • Page 82
    .... The Tiscali Group provides a wide range of services to its customers, both private individuals and companies, from dial-up and ADSL Internet access to more specific and hi-tech products to satisfy the needs of the market. This offer, which also includes voice services (such as mobile telephony...

  • Page 83
    ... of senior loan conditions and the debt for Sale & lease-back (as described in section 4.4 Significant events during the financial year in the Report on Operations); 5. paid share capital increase offered as an option to Tiscali S.p.A. shareholders, completed on 11 November 2009 and immediately used...

  • Page 84
    ... of the financial debt and restructuring (with more favourable terms), as well as the completion of the share capital increase, proof the confidence the market and financial institutions have in the company's business model; b) positively launched the implementation of the 2009-2013 Plan, confirming...

  • Page 85
    ... specified, are in thousands of EUR. The data from the previous financial statements, provided for comparison, are shown to take into account the changes introduced by IAS 1 and disposal of company assets in 2009, as prescribed by IFRS 5 and described herein. 84 Tiscali Group: Annual Report 2009

  • Page 86
    ... in particular by: • Italy • Corporate and other business: minor Italian companies and corporate activities. The activities of Tiscali UK Ltd and the Ti Net Group sold off in the first quarter of 2009, reported in the note Operating assets sold and/or held for sale, are no longer represented...

  • Page 87
    ... "assets held for sale" and "liabilities directly related to assets held for sale". Concerning Ti Net's removal from consolidation, the remaining items (after sale) of Tiscali International Network BV were reclassified under continuing operations at 30 June 2009. The financial effects and effects on...

  • Page 88
    ... booked to the balance sheet at acquisition cost, as adjusted for post-acquisition changes in the shareholders' equity of the associate companies, less any impairment in the value of individual equity investments. Any excess of the cost of acquisition over the Group's share of the net fair value of...

  • Page 89
    ... follows: Companies removed from the consolidation area by sale: • • Ti Net Group: on 26 May 2009 it was sold to the BS private equity fund; Tiscali UK Ltd: on 3 July 2009 100% of the shares were sold for cash consideration to Carphone Warehouse Group Plc. 88 Tiscali Group: Annual Report 2009

  • Page 90
    ... s.r.l.: on 11 September 2009 a new company was incorporated, controlled by Tiscali Italia S.p.A., with the objective to internalize technical and administrative support services to customers. Business combinations and Goodwill The acquisition of controlling interests is accounted for using the...

  • Page 91
    ...equity special conversion reserve. The main exchange rates used for translation of the 2009 and 2008 financial statements for foreign companies into EUR were: 31 December 2009 Average GB pound 0.89104 Final 0.88810 31 December 2008 Average 0.90448 Final 0.95250 90 Tiscali Group: Annual Report 2009

  • Page 92
    ... geographic areas and related user equipment. As at 30/6/2009, these costs were amortised based on the minimum legal duration of the contract, which is 12 months. In 2009 the structure of the ADSL services contract was amended to provide a minimum contract term of 24 months. The company adjusted the...

  • Page 93
    ... As laid down by the international accounting standard, the company determined the impact of the change, starting from 1 July 2009, with regards to all the financial elements referring to the accounting of costs and revenues for the acquisition and activation of each ADSL subscriber. This impact is...

  • Page 94
    ... terms. Moreover, as for asset disposal and backdating operations on the basis of financial lease contracts, the accomplished capital gains are deferred for the duration of contracts or the residual life of the asset (if lower). Operating lease payments are booked to the income statement as costs...

  • Page 95
    ... instruments mainly to hedge its financial risks associated with interest rate fluctuations on long/medium term debt. In accordance with treasury management policies the Group does not use derivative financial instruments for declared trading purposes. Derivative instruments are recorded and...

  • Page 96
    ..., the law changes taking place starting from 2007 implied a new calculation of actuarial assumptions, and of the consequent methods used to calculate staff severance indemnities, whose effects were directly ascribed to the income statement. 95 Consolidated Financial Statements and Explanatory...

  • Page 97
    ... that date. As described above, revenues related to the activation of broadband services (ADSL), consistent with the relevant costs capitalised among intangible assets, are booked to the income statement on a straight-line basis in relation to the minimum legal duration of customer contracts, which...

  • Page 98
    ...effective interest rate method. Research and advertising costs Research and advertising costs are charged directly to the income statement in the period they are incurred. Taxes Income taxes include all the taxation calculated on the taxable income of Group companies. • The tax currently payable...

  • Page 99
    ... term and taking into account the expected average duration of customer contracts for ADSL services. Activation costs and customer acquisition costs As described above, in 2009 the structure of the ADSL services contract was amended to provide a minimum contract term of 24 months. The company...

  • Page 100
    ... following estimates performed by directors on the basis of judgements developed by the Group legal and tax advisors, concerning the charges that are reasonably deemed to be incurred in order to settle the obligation. If in relation to the final result of such judgements the Group is called upon to...

  • Page 101
    ... of the financial statement items. The standard was retroactively applied by Tiscali Group before starting from 1 January 2009. All the changes generated by transactions with non-shareholders were posted in two schedules referred to as Income Statement and Total Income Statement respectively...

  • Page 102
    ... at EU level certain changes made to International Financial Reporting Standards (IFRS). Below is a brief description of the amendments in force starting from 1 January 2009: • IAS 16 (Properties, plant and machinery): the amendment provides a number of specifications on the classification...

  • Page 103
    ... of the standard also provides that all costs related to the business combination are charged to the income statement and liabilities for payments subject to conditions at the date of the acquisition are to be reported. The new rules shall be applied starting from 1 January 2010. • Amendments...

  • Page 104
    ...media and value added services" and in company services. As mentioned in the "Form and content of accounting statements", starting from 1 July 2009, the revenues from ADSL activation and costs related to promotions were discounted over a period of 24 months in consideration of the change in contract...

  • Page 105
    ... 2009 (EUR 000) Stock option plan cost Total 465 465 2,893 2,893 31 December 2008 Restated The amount entirely reflects the provision made for charges relating to the stock option plan of the Italian subsidiaries, Tiscali S.p.A. and Tiscali Italia S.p.A. 104 Tiscali Group: Annual Report 2009

  • Page 106
    ...2009 (EUR 000) Restructuring costs and other write-downs Total 11,723 11,723 27,265 27,265 31 December 2008 Restated Restructuring costs and other write-downs, amounting to EUR 11.7 million, are mainly for charges related to restructuring the Senior Debt on 2 July 2009. 105 Consolidated Financial...

  • Page 107
    ... subscribed by the market for the increase the Senior Lenders would write off about 32 cents of the Senior Debt up to a maximum of EUR 46.5 million. On 11 November 2009, since the increase was successful with the subscription of about 99.99% of the shares offered on the stock exchange, the condition...

  • Page 108
    ... prepaid taxes at 31 December 2008 for the subsidiary Tiscali International BV. Operating assets disposed of and/or assets held for sale (note 11) The 2009 financial statements report the sale of Ti Net Group, which took place on 26 May 2009, and the sale of UK operations on 3 July 2009, details of...

  • Page 109
    TiNet Group (EUR 000) Closing price Deferred price/Escrow Escrow write-down (including exchange rate change) (A) Total net price Net shareholders' equity at the date of sale including consolidated goodwill/net assets sold Waived receivables from the companies sold (B) (A)-(B) Net shareholders' ...

  • Page 110
    ... the UK on 3 July 2009, it consisted of the cash sale of 100% of the shares of Tiscali UK to CPW for 236 million pounds by the sub holding Tiscali UK Plc. The sale of the shares entailed transferring to CPW the debts for financial leases owed by Tiscali UK. Under the transaction, CPW and Tiscali UK...

  • Page 111
    ... Tiscali Italia S.p.A.) and the entire Group. (ii) Criteria for estimating recoverable amount The utilization value of the Cash Generating Units (CGU) was determined by discounting the cash flows deriving from the Business Plan approved ("2009/2013 Plan"). 110 Tiscali Group: Annual Report 2009

  • Page 112
    ... last year of the plan; • The WACC rate determined based on market valuations of the cost of money and specific risks related to the company's core business; • Terminal growth rate (Long-Term Growth - LTG) amounting to 2%, in line with analysts' forecasts. The cost of the capital was estimated...

  • Page 113
    ...of transmission capacity on a long-term basis, in the form of concession agreements for the use of the same (IRU/Indefeasible Rights of Use) and around EUR 5.3 million relating to licences and software. The remaining amount is EUR 2.6 million for patent rights 112 Tiscali Group: Annual Report 2009

  • Page 114
    ... rights" for EUR 4.4 million for fibre optics costs in IRU mode entering in service; • from the category "Other intangible assets in course of acquisition and prepayments" to "Broadband service activation costs" for EUR 220 thousand for ADSL line and device activation for customers subscribing...

  • Page 115
    ... to deconsolidation of tangible assets of UK companies sold. The item "Properties", amounting to EUR 56 million, mainly relates to the SA llletta office, the headquarters of the Italian subsidiary in Cagliari, which was the object of the Sale & Lease back financial transaction in 2007. The net book...

  • Page 116
    ... the expansion plan started up in the fourth quarter of 2009, and modems in inventories destined to be loaned to customers for the connection of ADSL lines (EUR 1.5 million). The main reclassifications between the categories under tangible assets of the subsidiary Tiscali Italia S.p.A. are the...

  • Page 117
    ...International Network SA (in liquidation) Tiscali Business UK Ltd Tiscali Business GmbH Italy Italy Italy Italy Italy Luxemburg Luxemburg Germany UK Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands France UK Germany Parent Company Tiscali S.p.A. Tiscali Italia S.p.A. Tiscali...

  • Page 118
    ... in deposits reported by the Italian subsidiary relating to the sale and lease back transaction on the SA Illetta property, EUR 0.2 million in deposits relating to the German subsidiaries. Other receivables mainly include other financial assets represented by the amount owed to Tiscali Group by the...

  • Page 119
    ... from customers totalled EUR 112.2 million, after write-downs of about EUR 61.4 million. These receivables accrued from the sale of internet services, billing of network access services, inverse interconnection traffic, advertising revenues and business and telephone services provided by the Group...

  • Page 120
    ... illustrates the movements of the receivable write-down fund during respective financial years. 31 December 2009 (EUR 000) Write-down provision at start of period Exchange differences Acquisitions/Consolidation area change Provision Utilisation Write-down provision at end of period (82,576) 32,452...

  • Page 121
    ... other receivables due from tax authorities for EUR 1.2 million. Accrued income (EUR 2.3 million) mainly relates to shares of revenues for the sale of ADSL services during the period, but not yet billed. Prepaid expenses were affected by the changes in accounting estimates related to the policy for...

  • Page 122
    ...3,044,736 reported at 31 March 2009. On conclusion of the share capital increase on 11 November 2009, the new share capital of Tiscali was EUR 336,053,433.35, with an increase in the share premium reserve equal to EUR 8,509,755 due to income from the sale of unexercised trade options. On 22 December...

  • Page 123
    ...Net financial indebtedness drawn up based on Consob Communication no. DEM/6064293 of 28 July 2006 31 December 2009 211.2 13.2 224.4 31 December 2008 601.1 15.3 616.4 (*) includes leasing payables (**) includes leasing payables and payables due to shareholders 122 Tiscali Group: Annual Report 2009

  • Page 124
    ... loan agreement signed on 2 July 2009 following Group debt restructuring ("Group Facilities Agreement " - or GFA). For the process of Group debt restructuring see details set forth in the Report on Operations. • amounts for financial leasing contracts mainly in relation to the sale and lease back...

  • Page 125
    ... policies for managing exchange rate risk, the Group stipulated a SWAP agreement with the financial institutions. At 3 July 2009, it had a negative fair value amounting to EUR 16 million and it was completely paid off under the debt restructuring transaction. 124 Tiscali Group: Annual Report 2009

  • Page 126
    ...of EUR 7.0 million. Under the debt restructuring plan, the "Sales & Lease Back" agreement was the object of a restructuring agreement stipulated on 2 July 2009, which provided new payment terms and their deadlines. The new agreement provides payable interest at a fixed rate until 2014, part of which...

  • Page 127
    The financial leases are recorded under fixes assets in accordance with the international accounting standards applied and shown in the table below. Computers, software and development costs Broadband service activation costs Leasing included in Intangible assets Concessions and similar rights ...

  • Page 128
    ... million, is represented by: • portion of cash deriving from the sale of unexercised trade options following the share capital increase transaction, which shall be used to make an advance payment of part of the restructured debt (EUR 5.3 million); • portion of principal, expiring on 30 June 2010...

  • Page 129
    ... with at least 50 employees, and the Projected Unit Credit Cost - service pro rate for the other companies, in accordance with the following stages: • on the basis of a series of financial hypotheses (increase in living cost, remuneration, etc.), the 128 Tiscali Group: Annual Report 2009

  • Page 130
    ... any foreseeable increases relating to a further length of service, and to the presumable growth of the remuneration received as of the date of estimation, only for the employees of companies with less than 50 employees; the current average value of future performances was calculated at the date of...

  • Page 131
    ... bank debts owed by the Italian subsidiary Tiscali Italia S.p.A. (EUR 13.0 million), the parent company Tiscali S.p.A. (EUR 0.6 million) and by Tiscali UK Holding for EUR 10.8 million (short-term amount of Senior Lender restructured debt, see note 27 for details). Payables for financial leases This...

  • Page 132
    ... instruments Financial risk management objectives The Group's Corporate Treasury division provides business services, co-ordinates access to the local and international financial markets, and monitors and handles the financial risk associated with Group operations by means of internal risk reports...

  • Page 133
    The financial debt related to the Sa Illetta lease, amounting to EUR 56.3 million at 31 December 2009, is at a variable interest rate. However, the company does not feel that the risk related to fluctuating interest rates is considerable and therefore it is not necessary to perform any risk hedging ...

  • Page 134
    ... of the Board of Directors, on 3 May 2007 the shareholders' meeting approved a stock option plan in favour of the Chief Executive Officer and key managers of the Company and its Italian subsidiaries, with the aim of aligning management's interests with the creation of value for the Tiscali Group and...

  • Page 135
    ... foundation, which represent a group of around 10,000 former minority shareholders of World Online International NV, summonsed World Online International NV (currently 99.5% owned by Tiscali, hereinafter WoL) and the financial institutions tasked with the stock market listing of the Dutch subsidiary...

  • Page 136
    ... chairman at the time of listing relating to his shareholding. Consequently, WoL was held responsible vis-Ã -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...

  • Page 137
    ... World On Line International NV, and to the direct subsidiary Tiscali International BV, for allegedly not paying withholdings on salaries and stock options acknowledged in previous years to Group executives. The total amount of these disputes is EUR 2 million, 136 Tiscali Group: Annual Report 2009

  • Page 138
    against which Tiscali International BV has made payments totalling around EUR 0.3 million. The remaining amount mainly refers to stock options supposedly granted to Mr. Landefeld (who, by the way, is a resident of Germany for tax purposes) and, in the opinion of Tiscali's tax advisors, not subject ...

  • Page 139
    Conto Economico 31 December 2009 Italy Other Corporate HFS/ Discontinued (EUR 000) Revenues From third parties Intra-group Total revenues Operating result Portion of results of equity investments carried at equity Net financial income (charges) Pre-tax result Income taxes Net result from operating ...

  • Page 140
    ...2009 Italy Other Corporate...Italy United Kingdom Other Corporate HFS/ Cancellation Discontinued... adjustments Total (EUR 000) Assets Segment assets Equity investments carried at equity Equity investments in other companies...Financial Statements and Explanatory Notes

  • Page 141
    ... Access 31 December 2008 Broadband Narrowband Voice Business services Media & VAS Unallocated Total (EUR 000) Goodwill Intangible assets Properties, plant and machinery Equity investments Other financial assets Deferred tax ...,288 33 17,313 10,507 890,896 140 Tiscali Group: Annual Report 2009

  • Page 142
    ...the Parent Company for the loans granted by Banca Intesa San Paolo and JP Morgan as part of Group debt restructuring during the year. The same item includes the surety given by Tiscali S.p.A. to guarantee the amount of the loan granted for the sale & lease back transaction on the Sa Illetta property...

  • Page 143
    ... capital increase 2 on the market, for a maximum amount of EUR 46.5 million. Subscription to the increase, guaranteed by the financial institutions by contract, would have had the same positive effect on shareholders' equity and financial debt for the Group. 142 Tiscali Group: Annual Report 2009

  • Page 144
    ...with non-consolidated companies. Dealings with other related parties During the year, the Tiscali Group had a number of dealings with related parties, under conditions considered normal on their respective markets, taking into account the characteristics of the goods and services provided. The table...

  • Page 145
    ...Racugno Law Firm: Gabriele Racugno, member of Tiscali S.p.A.'s Board of Directors since 29 December 2009, provides Tiscali Italia S.p.A. with legal assistance. (5) Nuove Iniziative Editoriali S.p.A.: the majority shareholder, Renato Soru, holds shares in this company and the transactions refer to an...

  • Page 146
    ...Tiscali International Network SA (in liquidation) Tiscali International Network GmbH (sold) Tiscali International Network Ltd (sold) Tiscali International Network USA (sold) Green Dot Property Man Ltd (sold) World Online Ltd. (sold) World Online Telecom Ltd (sold) Tiscali Holdings UK Ltd* Tiscali Uk...

  • Page 147
    ... France Germany Italy Luxembourg The Netherlands United Kingdom Other Countries X-Stream Network Inc USA 100% Tiscali Business GmbH Germany 100% Tiscali International Network SA France In Liquidazione 100% Tiscali International Network BV The Netherlands 100% Significant events after the end of...

  • Page 148
    ... & Young LLP Parent company - Tiscali S.p.A. Subsidiary companies Subsidiary companies 150 33 149 968 1) Certification services include signing tax declarations. Cagliari, 26 March 2010 Chief Executive Officer Executive appointed to draw up corporate accounting documents Luca Scano Renato...

  • Page 149
    ...known, they are suitable for providing a true and fair view of the equity, economic and financial situation of the issuer. Cagliari, 26 March 2010 Chief Executive Officer Executive appointed to draw up corporate accounting documents Renato Soru Luca Scano 148 Tiscali Group: Annual Report 2009

  • Page 150
    ...In this connection, note that the 2009 statutory financial statements represent the separate financial statements of the Parent Company Tiscali S.p.A. and have been prepared in observance of the International Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB...

  • Page 151
    ... business operations. Other write-downs include the devaluation of the credit positions held to be unenforceable towards Group companies in the amount of EUR 121 million and for charges borne for the restructuring of the debt of the UK subsidiary Tiscali UK Holdings Ltd of about EUR 7 million. Taxes...

  • Page 152
    ...the conditions set out under section 2446 of the Italian Civil Code for corporate equity reduction of more than one third since the accumulated losses at the same date came to EUR 1,142.7 million. During the course of the year 2009 the Directors have made appropriate arrangements described in detail...

  • Page 153
    ... (515) (3,623) (42,169) Other "non-current payables" relate mainly to financial payables to subsidiary Tiscali International BV, a sub-holding of the Tiscali Group. It seems appropriate to stress that in the financial position set out in the financial statements at 31 December 2008, equal to EUR 43...

  • Page 154
    153 Tiscali S.p.A. Bilancio d'esercizio 2009

  • Page 155
    11. Tiscali S.p.A. Acco6nting Statements and Explanatory Notes 11.1 Income Statement Notes 31 December 2009 31 December 2008 (EUR) Revenues Other income Purchase of materials and outsourced services Payroll and related costs Other operating costs Write-downs of receivables from customers Other write...

  • Page 156
    ...pension obligations and staff severance Provisions for risks and charges Current liabilities Payables to banks and other lenders Payables to suppliers Other current liabilities Liabilities directly related to assets held for sale Total Liabilities and Shareholders' equity 21 22 23 589,964 15,299,020...

  • Page 157
    ... 2009 308,272,743 990,857,353 3,840,428 Increases/Decreases - - 474,542 Equity increase 179,981,937 8,509,755 Transfers covering losses (396,251,789) (999,367,108) - Results for the year - - - Balance at 31 December 2009 92,002,890 - 4,314,970 156 Tiscali Group: Annual Report...

  • Page 158
    ...,052 - 252,931,146 1,142,687,751 - - (248,253,761) (248,253,761) - 252,931,146 (7,248,453) (248,253,761) 93,746,793 157 Tiscali S.p.A. Accounting Statements and Explanatory Notes

  • Page 159
    ...fixed assets - Purchases of intangible fixed assets - Payments for the sale of financial fixed assets NET CASH USED FOR INVESTMENT ASSETS FINANCIAL ASSETS Changes in financial assets Increase (decrease) in other non-current liabilities Changes in shareholders... 158 Tiscali Group: Annual Report 2009

  • Page 160
    ... for year ended at 31 December 2008, caused the Directors in early 2009 to prepare a new Business Plan and related Financial Plan to enable the Tiscali Group to begin restructuring its debts in order to guarantee its long-term financial equilibrium. Subsequently, during 2009 the Group undertook...

  • Page 161
    ... loan and the debt for the Sale and lease-back (as set out in the Management Report section 4.4 Significant Events during the Course of the year); Launch and completion of an equity increase for payment offered as an option to Tiscali S.p.A. shareholders on the 11 November 2009 and immediately used...

  • Page 162
    ... financial debt and restructuring (under more favourable terms) of the residual debt, completion of the share capital increase, proof the confidence the market and financial institutions have in the company's business model; b) positively launched the implementation of the 2009-2013 Plan, confirming...

  • Page 163
    ... of presentation The 2009 statutory financial statements form the separate financial statements of the Parent Company Tiscali S.p.A. and have been drafted in compliance with the International Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") as approved...

  • Page 164
    ... interest rate method. When financial assets have no fixed expiry, they are estimated at the acquisition cost. Estimates are regularly carried out with the aim of making sure whether there is objective evidence that a financial asset or a group of assets have been 163 Tiscali S.p.A. Accounting...

  • Page 165
    ... interests in the share capital The Group has assigned certain members of senior management and employees additional benefits via plans for interests in the share capital (stock option plans). Those plans are a component of the beneficiaries' remunerations. 164 Tiscali Group: Annual Report 2009

  • Page 166
    ... is the fair value of the stock options at the date of allocation, and for accounting purposes, it follows the rules fixed by "IFRS 2 - Payments based on shares"; the cost is reported in the income statement with countervalue relating directly to the shareholders' equity. Provisions for risks and...

  • Page 167
    ... the changes in Net Assets (other than involving shareholders) as follows: - A single "Overall Income Statement' that sets out the revenues and income, costs and charges entered directly on the income statement, the profit (loss) for the year, and the detail of the income and costs directly entered...

  • Page 168
    ...to achieve a condition involves noting the cancellation of the right assigned. On 31 December 2009 no accounting effects were noted to the extent that the stock option plans in existence do not provide for maturity terms different from service and performance, nor were there any cancellations of the...

  • Page 169
    ... in which the company bears charges that have future income benefits without entering intangible assets, these must be attributed to an income account at the time in which the company itself ahs the right to access the asset, if it involves the purchase of assets, on in which the service is rendered...

  • Page 170
    ... 3. The revised version of the principle provides, furthermore, that all costs connected with the company consolidation and the reporting at the date of purchase of liabilities for payments subject to conditions. The new rules must be applied in the future from the 1 January 2010. • Amendments to...

  • Page 171
    ... also includes charges for rights of use of the Tiscali brand name calculated as a percentage of sums invoiced by Group companies using the brand name. Revenues from services provided to third parties also includes income from third parties of EUR 5 million arising from the partnership contract with...

  • Page 172
    ... from the Stock Option plans for managers employed in other group companies is not allocated to the income statement of the parent Company Tiscali S.p.A. but is allocated to increase the book value of the shareholdings in group companies that employ the managers that were assigned Stock option plans...

  • Page 173
    ...in 2008) mainly includes the devaluation of the shareholding held in the World Online International N.V. Company in the amount of EUR 122.6 million in addition to the charges borne for restructuring the debts of the English subsidiary Tiscali UK Holdings Ltd of around EUR 7.3 million. Provisions for...

  • Page 174
    ... The balance of current taxes includes IRAP (regional business tax) for 2009. The company has no Ires (Corporate income Tax) burden, having used the tax losses brought forward against the tax chargeable from the waiver of the D2 Facility. 173 Tiscali S.p.A. Accounting Statements and Explanatory...

  • Page 175
    ... shareholding held in the Company Tiscali International Network S.p.A. (which took place in May 2009) equal to EUR 3.4 million net of the related charges of around EUR 0.4 million. The item also includes EUR 2.6 million of charges incurred on the occasion of the sale of the UK Company Tiscali UK Ltd...

  • Page 176
    ... Increases Deprec. (Decreases) and Other changes 1 2 39 42 Deprec. (Decreases) and Other changes (1) (2) (39) (42) 1,966 65 470 2,501 31 December 2008 1,964 59 452 2,475 31 December 2008 2 7 18 27 Increases Deprec. (Decreases) and Other changes 31 December 2009 - - 175 Tiscali S.p.A. Accounting...

  • Page 177
    ... table: SUBSIDIARIES Cost (EUR 000) Energy Byte Srl in liquidation Tiscali Deutschland Gmbh Tiscali Finance SA Tiscali Italia S.p.A. Tiscali Motoring S.r.l. in liquidation World Online International N.V. Tiscali Int.l Network S.p.A. Tiscali Financial Services Sa Tiscali UK Holdings Ltd 677 283...

  • Page 178
    ... Stock Option plans issued to managers employed by the subsidiary company. Tiscali Motoring S.r.l: during the month of December 2009 the procedure for the liquidation of the company which was begun on the 11 July 2003 was completed. World Online International N.V.: A sub-holding company registered...

  • Page 179
    ... the last year of the Plan; • WACC discounting rate determined on the basis of market assessments of the cost of money and the specific risks of the typical company business; • Long Term Growth - LTG equal to 2%, in line with analyst predictions. (ii) 178 Tiscali Group: Annual Report 2009

  • Page 180
    ... Asset Pricing Model). In particular, in calculating WACC: a) The beta coefficient has been valued considering the value of Tiscali over various time horizons for a period greater than 12 months, and a panel of alternative operators in Europe adjusted to take account of Tiscali's financial structure...

  • Page 181
    Other information SUBSIDIARIES (EUR 000) Energy Byte S.r.l. in liquidation Tiscali Deutschland Gmbh (ex Nikoma ) Tiscali Finance SA Tiscali Italia S.p.A. World Online International N.V. (***) Tiscali Financial Services Sa Tiscali UK Holdings Ltd Total (***)Forecast balance sheet data at 31/12/2009...

  • Page 182
    ..., including receivables from Group companies of EUR 15.2 million and from third party customers of EUR 0.8 million. Trade receivables due from Group companies are detailed below: 31 December 2009 (EUR 000) Tiscali Espana SLU Tiscali UK Ltd Tiscali UK Holdings Ltd Tiscali Italia S.p.A. Total 774 14...

  • Page 183
    ... Officer of Tiscali S.p.A., Dr. Tommaso Pompei, waived 359,314 options to purchase the same number of ordinary Tiscali S.p.A. shares. Those options had been assigned to Dr. Pompei in the context of the stock option incentive plan passed by the Tiscali S.p.A. 182 Tiscali Group: Annual Report 2009

  • Page 184
    ... in portfolio to service the incentive plan set out above. In the month of November 2009 the equity increase resolved on the 30 June 2009 by the shareholder's meeting was completed with the issue of no. 1,799,819,371 ordinary Tiscali shares newly issued with 1,799,819,371 related warrants. As the...

  • Page 185
    ... of the provision. In compliance with IAS 19, the provision was recorded under "Plan with definite performances". The following actuarial hypotheses used in the assessment are set out below. Financial assumptions Inflation rate: Discount rate: 2.00% 4.80% 184 Tiscali Group: Annual Report 2009

  • Page 186
    ... World Online International N.V on the net accounting assets after the sale of the assets of the English company Tiscali UK Ltd (which took place in July 2009). In the course of the following months, the said increase was entirely used for waiving the financial loans made to the Tiscali UK Holdings...

  • Page 187
    ... that their book value is approximate to their fair value. Trade payables to Group companies are detailed below: 31 December 2009 (EUR 000) Tiscali Espana SLU Tiscali UK Ltd Tiscali Italia S.p.A. Total 3,060 3,060 5 7,956 3,187 11,148 31 December 2008 186 Tiscali Group: Annual Report 2009

  • Page 188
    ... financial indebtedness towards the Tiscali International B.V. Company, a sub-holding company in the Tiscali group, due during the course of the year. The existing funding contract does not provide for the debiting of interest (not for profit funding). The Other payables item mainly includes debts...

  • Page 189
    ... management Financial risk management objectives The Group's Corporate Treasury division provides business services, co-ordinates access to the local and international financial markets, and monitors and handles the financial risk associated with Group operations by means of internal risk reports...

  • Page 190
    Market Risks Group activities do not expose it primarily to the financial risk of changes in exchange rates for foreign currency and to the interest rate. Transactions with related parties During 2009, the Tiscali S.p.A. had a number of dealings with related parties. These were transactions ...

  • Page 191
    ... Liabilities directly related to assets held for sale Total Liabilities and Shareholders' equity % change 134,623 20,060 154,683 93,747 93,747 5,955 54,751 231 154,683 22,120 15,196 37,317 4,315 4,315 2,090 36,014 42,419 16.4% 75.8% 4.6% 35.1% 65.8% 190 Tiscali Group: Annual Report 2009

  • Page 192
    ... International Network B.V. Tiscali Deutschland Gmbh Tiscali UK Ltd Tiscali Italia S.p.A. Total Group companies CHIEF EXECUTIVE OFFICER and Mamanerg Stock Options Stock options CEO e dipendenti Other related parties Total Group companies and other related parties 31 December 2009 Costs Revenues...

  • Page 193
    ...International BV Tiscali Italia S.p.A. Tiscali Media Srl Tiscali Holdings UK Ltd Total Group companies Bizzarri Francesco Stock options Other related parties Total Group companies and other related parties 2 3 1 1 1 1 1 1 1 1 1 receivables 14,422 774 15,196 - 192 Tiscali Group: Annual Report 2009

  • Page 194
    ...Espana SLU Tiscali International BV Tiscali International Network SA Tiscali Italia S.p.A. Tiscali Media Srl Tiscali Holdings UK Ltd Tiscali UK Ltd 1 1 1 1 1 1 1 1 receivables 314 9,113 774 9,382 Total Group companies Bizzarri Francesco Stock options Other related parties Total Group companies and...

  • Page 195
    ... chairman at the time of listing relating to his shareholding. Consequently, WoL was held responsible vis-Ã -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...

  • Page 196
    ... to which the Tiscali Group during the first half of 2007 transferred its German B2B activities for around EUR 18.5 million, sent Tiscali a letter by means of which - in relation to the purchase/sale contracts stipulated with Tiscali Business GmbH on 3 February 2007 and signed by Tiscali in its...

  • Page 197
    ... forwarded to World On Line International NV (and the direct subsidiary Tiscali International BV) a number of notices of assessment concerning the alleged non-payment of withholding tax on remuneration and stock options acknowledged in previous years to Group executives. The total amount of...

  • Page 198
    ..., issued by CONSOB under Resolution No. 11971/99, the following tables indicate the fees paid to Directors and Statutory Auditors. First Name and Surname Position 2009 Term in Post Emoluments for office Benefits in kind Other Remuneration Board of Directors Mario Rosso Chairman and Chief Executive...

  • Page 199
    ... 21 December 2009. Significant events to be reported after the end of the year Tiscali Italia S.p.A.: New customer support system On the 7 January 2010 Tiscali announced that, in the context of its own system for relaunching on the Italian market, through an improvement of the quality of service of...

  • Page 200
    ... Fee (EUR 000) 261 10 65 150 486 Information document for the sale of English subsidiaries (Tiscali UK) Information prospectus for the equity increase Total 1) The certification services include the filing of the tax declarations. 199 Tiscali S.p.A. Accounting Statements and Explanatory Notes

  • Page 201
    ...Soru as Chief Executive Officer, and Luca Scano as Director in charge of preparing the company accounting documents for Tiscali S.p.A., certify, taking account of the provisos of section 154bis, paragraphs 3 and 4 of Italian Law Decree of the 24 February 1998, no. 58: • The adequacy related to the...

  • Page 202
    ... part of an operator of access to the fixed public telephone network of the transmission capacity between an end user workstation and the point of presence of an operator or an ISP that wants to provide broadband services to the end user. Broadband Data transmission system in which data is no more...

  • Page 203
    ... by time. Narrowband internet connection by means of a normal telephone call, usually charge by time. Digital This is the way of representing a physical variable in a language that uses only the figures 0 and 1, and the figures are transmitted in binary code 202 Tiscali Group: Annual Report 2009

  • Page 204
    ... on the same transmission line. Internet Service Provider o ISP Company that provides Internet access to single users or organisations. H Home Network Local network made up from various kinds of terminals, devices, systems and user networks, with related applications and services including all the...

  • Page 205
    .... A Shared kind of connection only enables the use of the data service (broadband). In a "shared access" service, the LLU operator (in disparate access) provides the ADSL services to the end user, whilst the incumbent operator provides the analogue telephony service using the same access line. MSAN...

  • Page 206
    ... (typically called clients) access a network. Set-top-box o STB Party that provides end users and content providers a range of service, including that of an owned, leased or third party service centre. Syndication The sale of radio and TV transmissions by a media company that owns the rights and...

  • Page 207
    ... and direct broadband of TV signals and extra services, such as closed user groups; call waiting; reverse charging; call announcement and identification of caller number. The value added services provided over a network, from terminals or specialist centres include exchange services, messaging...

  • Page 208
    ... and IEEE.802.16e-2005 for fixed and mobile access. Wholesale Services that consist of the sale of access services to third parties. WLR Acronym for Wholesale Line Rental, selling on by an operator of the telecommunications service for lines affiliated with an Incumbent. 207 Appendix - Glossary

  • Page 209
    ... systems and general trends at the subsidiary. In this regard, no significant data or information has emerged which must be shown in this report. We assessed and monitored the adequacy of the internal auditing system and the administrative and • • • 208 Tiscali Group: Annual Report 2009

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    ... of the Report on Corporate Governance which the Board of Directors has made available to you, to which we refer you for more up-to-date and complete information on the subject. As indicated in the Report on Corporate Governance, we note that for almost all of 2009, the Internal Audit Committee...

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    ... members of the Board of Directors held in companies per Book V, Title V, Chapters V, VI and VII of the Civil Code as at the date that this report was issued. Cagliari, 12 April 2010 The Board of Statutory Auditors Paolo Tamponi Piero Maccioni Andrea Zini 210 Tiscali Group: Annual Report 2009

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    ...Paolo Tamponi Company Cons. Marittimo Ogliastra s.c. a r.l. Auditors Associati Srl Tiscali italia Srl Position Chairman of the Board of Directors Managing Director Statutory auditor Expiry date Until withdrawn Until withdrawn Until approval of the financial statements as at 31.12.2009 Portovesme...

  • Page 213
    ... of the financial statements as at 31.12.2010 FRAL Srl Statutory auditor Until approval of the financial statements as at 31.12.2011 Nuova Società Editrice Finanziaria SpA Statutory auditor Until approval of the financial statements as at 31.12.2010 212 Tiscali Group: Annual Report 2009

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    Independent Auditor's Report to the Consolidated Financial Statements 213 Relazione consolidato

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    214 Tiscali Group: Annual Report 2009

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    215 Relazione consolidato

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    Independent Auditor's Report to the Statutory Financial Statements 216 Tiscali Group: Annual Report 2009

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    217 Relazione separato

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    218 Gruppo Tiscali Bilancio Annuale 2009

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