Tiscali 2009 Annual Report Download - page 31

Tiscali Group: Annual Report 2009
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stood at EUR 336,053,433.35, represented by 1,861,473,919 ordinary no-par value shares. Given that the
share capital increase was concluded with the subscription of 1,799,819,371 newly issued Tiscali ordinary
shares (therefore only 11,574 shares less that the total offered, for a value of EUR 1,157), combined with
1,799,819,371 free warrants (equal to 96.7% of the new share capital for an amount of EUR 179,981,937.10
before commissions and expenses), Senior Lender intervention was not deemed necessary (as already
communicated to the market following the offer under option period), nor was the intervention of Video
Networks International Ltd – whose receivable due from Tiscali S.p.A. (at roughly EUR 11.7 million) was
fully repaid through the use, for the same amount, of proceeds from the share capital increase. Holders of
warrants combined free of charge with newly issued shares will have the right 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 for 20, 21 and 22 December 2009), up to the
last day on 15 December 2014 (except in the case of additional suspensions to the exercising of warrants,
pursuant to the Regulation of said warrants). Warrants not exercised by 15 December 2014 shall forfeit any
right, becoming void of validity to all intents and purposes.
13) On 11 December 2009, the Board of Directors acknowledged that Parent Company Tiscali S.p.A.’s
equity and economic position at 30 November 2009 and the equity situation updated to take account of the
effects of the share capital increase drawn up at 1 December 2009 showed a loss of EUR 252,560,297.48,
mainly attributable to the capital loss from the sale of the equity investment Tiscali UK. Parent Company
Tiscali S.p.A.’s shareholders’ equity fell to EUR 89,482,529.74, compared with share capital of EUR
336,053,433.35, therefore, with the case envisaged by article 2446 of the Italian Civil Code becoming a
concrete reality. The Board therefore submitted a proposal on 1 December 2009 to the Shareholders’ Meeting
for the full coverage of losses through the full use of the share premium reserve for EUR 8,509,754.60 and
reduction of share capital for the remaining EUR 244,050,542.88. Thus, Parent Company Tiscali S.p.A.’s
share capital must fall from EUR 336,053,433.35 to EUR 92,002,890.47. Tiscali S.p.A.’s balance sheet,
updated at 1 December 2009, includes the significant transactions carried out and recorded as of said date,
including repayment of the debt owed to Senior Lenders of EUR 135.5 million and write-off of debt by said
Senior Lenders of EUR 42.3 million.
14) Tiscali’s Ordinary Shareholders’ Meeting approved the appointment of members of the Board of Directors.
The Shareholders’ Meeting, after having appointed 5 Directors to the Board, elected candidates from the
single list presented by shareholder Renato Soru, pursuant to article 11 of the Articles of Association. Tiscali
S.p.A.’s new Board of Directors is composed as follows: Renato Soru, Gabriele Racugno, Luca Scano, Victor
Uckmar (Independent Director) and Franco Grimaldi (Independent Director). The CVs of the Directors are
available on the company’s website, in the Investors section.The Shareholders’ Meeting also resolved that
the company Directors are to remain in office for three years, up to the date of the Shareholders’ Meeting
called to approve the 2011 financial statements and approved the gross annual fee of each Director of
EUR 25,000. The Ordinary Shareholders’ Meeting also approved the proposed integration of the Board of
Statutory Auditors, assigning Mr. Paolo Tamponi the role of Chairman of the Board of Statutory Auditors up
to the date of the Shareholders’ Meeting called to approve the financial statements at 31 December 2011
and also confirming Mr. Giuseppe Biondo as a Deputy member of the Board of Statutory Auditors up until
such 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%.
The new Board of Directors, which met immediately after the Ordinary Shareholders’ Meeting, confirmed
Renato Soru as Chairman and Chief Executive Officer of Tiscali S.p.A.. Furthermore, the Board established
the following committees internally: 1) The Internal Audit Committee, composed of Victor Uckmar, Franco
Grimaldi and Luca Scano; 2) the Remuneration Committee, composed of Victor Uckmar, Franco Grimaldi
and Gabriele Racugno.