Tiscali 2009 Annual Report Download - page 29

Tiscali Group: Annual Report 2009
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9) On 22 September 2009, Tiscali S.p.A. deposited at CONSOB and Borsa Italiana respectively, the request
for the authorisation to publish the information and listing prospectus relating to the offer to shareholders
under option of roughly 1,800,000,000 ordinary Tiscali shares combined with 1,800,000,000 “Tiscali 2009
– 2014 Warrants” (for which the application for admission to trading on the Electronic Share Market was
deposited at the same time).
10) On 12 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
admission to quotation on the Electronic Share Market of 1,799,830,945 ordinary Tiscali shares combined
with 1,799,830,945 “Tiscali S.p.A. 2009-2014 Warrants” was published on 9 October 2009. The Offer,
promoted exclusively on the Italian market, concerned ordinary Tiscali no-par value shares, with identical
characteristics to those already in circulation at the date of their issue, with regular dividend rights, which
derive from a divisible share capital increase against payment resolved by the Board of Directors on 21
September 2009, for a maximum of EUR 180 million. The shares were offered under option to shareholders
in proportion to the equity investment held by each one pursuant to article 2441, paragraph 1 of the Italian
Civil Code, at a ratio of 643 shares for every 22 ordinary shares held, at a price of EUR 0.10 per share.
Each share subscribed under the Offer was combined with a free “Tiscali S.p.A. 2009-2014 Warrant”. On
5 October 2009, Borsa Italiana, by means of Provision no. 6450, arranged for the admission to quotation
of said warrants on the Electronic Share Market. Warrant holders have the right to subscribe, at any time
(effective from the first day of trading in the first month after the issue of the warrants and up until the last
day on 15 December 2014) ordinary company shares at a ratio of 1 conversion share to every 20 warrants
exercised at a subscription price for each conversion share of EUR 0.8 including premium of EUR 0.7. The
option rights were exercised, under penalty of forfeiture, between 12 and 30 October 2009 included, with
depository intermediaries adhering to the Monte Titoli S.p.A. centralised securities administration system.
The option rights were traded on the Stock Market between 12 and 23 October 2009 included. Within the
month following the end of the Offer Period, any option rights not exercised during said Offer Period were
offered on the Stock Market by the company for five days on the open market pursuant to article 2441,
paragraph 3 of the Italian Civil Code (5, 6, 9 10 and 11 November 2009).
Together with the launch of the share capital increase, on 12 October 2009 Tiscali announced its Business
Plan. This 2009-2013 Business Plan, which reflects the Group’s new perimeter of operations, and now
essentially relates to activities performed solely in Italy, was also subject to the necessary certification,
required by article 67, paragraph 3, letter d) of Royal Decree no. 217 of 16 March 1942, by an independent
expert who issued the certification on 1 July 2009.
The forecast data extracted from the Business Plan and the report of auditing firm Reconta Ernst &
Young S.p.A. concerning the examination of Forecast Data, with reference i) to the reasonableness of
the assumptions and underlying elements and ii) accounting standards applied in their preparation, are
contained in the Information Prospectus published on 9 October 2009.
The Business Plan guidelines provide for consolidation of the Group’s position on the Italian market. The
position will be maintained mainly through dual play offers (voice and data) through a product portfolio
characterised by greater simplicity in the range offered and in terms of price, and by a gradual integration
with mobile services (through agreements for the offer of MVNO services). The Business Plan also envisages
that the Group will position itself in the SME market, offering a complete range of integrated IP services at
competitive prices. In order to reach these objectives, the Tiscali Group intend, in particular, to: