Tiscali 2009 Annual Report Download - page 28

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3) On the same date, the Company communicated that it had obtained the approval of the EURpean
Antitrust Authority for the sale of Tiscali UK to the Carphone Warehouse Group.
4) On 1 July, the professionals tasked with the job issued the certification of the reasonableness of the
restructuring plan regarding exposure to the financial system pursuant to article 67, paragraph 3, letter d)
of Royal Decree no. 267 of 16 March 1942.
5) The following agreements were signed on 2 July:
• Group Facilities Agreement which set out the parties’ commitments, and the terms, conditions and
expiries of the Group’s residual debt to Senior Lenders, following the partial repayment made using the
proceeds from the sale of Tiscali UK, for a total amount of EUR 165 million, broken down into Tranches
A, B, C.
• Rights Issues Memorandum and Subscription Agreement which defined, among other things, the
subscription commitment of Senior Lenders, which confirmed their obligations to the company to
subscribe any remaining un-opted shares from the First share capital increase for a maximum amount
of EUR 147 million, through the off-setting of receivables deriving from Tranche D1 not repaid with the
proceeds from subscriptions in cash carried out by the market, and, therefore, with the exclusion of
Andalas and VNIL, subscriptions in cash of the First increase. Senior Lenders are also committed to
writing off a portion of its receivables relating to Tranche D2, for an amount of EUR 0.3123 per EUR
subscribed in cash, up to a maximum of EUR 46.5 million.
• Shareholder Agreements (Andalas and VNIL) which defined a) the subscription commitment of
shareholder Mr. Renato Soru, through which said subject renewed his obligation to the company to
subscribe the First increase, for the portion of option rights granted him directly or indirectly, up to
maximum amount of roughly EUR 32 million. Said subscription commitment, made formal on 2 July
2009, shall be fulfilled through the off-setting of receivables due to Andalas Ltd, a company headed
up by Mr. Renato Soru, from the Tiscali Group and b) the subscription commitment of UK minority
shareholders (VNIL), on the basis of which the latter assumed the obligation to subscribe company
shares as part of the First increase through the off-setting of the portion of its receivables (equal to
roughly EUR 11 million after the agreed transactions) which have not been repaid or written off.
6) On 6 July 2009, Tiscali announced the completion of the sale of 100% of the share capital of Tiscali
UK to the Carphone Warehouse Group for an Enterprise Value of approximately GBP 255 million, GBP 236
million net of some financial payables. On said date, the proceeds from the sale, net of 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 be suitable, owing to its
characteristics, for determining the application of the exemption pursuant to article 49, paragraph 1, letter
b) of the Issuers Regulation.
8) On 14 September 2009, in execution of the resolution adopted by the Extraordinary Shareholders’
Meeting on 30 June 2009 and that of the Board of Directors dated 28 August 2009, Tiscali launched the
operation of reverse splitting 616,545,485 ordinary Tiscali S.p.A. shares into 61,654,548 new no-par value
shares at a ratio of 1 (one) new ordinary Tiscali no-par value share (code ISIN IT0004513666, coupon no.
1), with regular dividend rights, for every 10 ordinary Tiscali no-par value shares (code ISIN IT0001453924,
coupon no. 2) with regular dividend rights.
Report on operations