Tiscali 2012 Annual Report Download

Download and view the complete annual report

Please find the complete 2012 Tiscali annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 183

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183

Annual financial report as at 31 December 2012

Date File Name Status Page
-
Annual Report as at 31
December 2012 1

Tiscali Group
Annual financial report as at 31 December 2012
_____________________
Issue date: 31 December 2012
This report is available on the website www.tiscali.it
Tiscali S.p.A.
Registered office: SS195 Km 2.3, Sa Illetta, Cagliari, Italy
Share Capital EUR 92,019,513.67
Cagliari Companies’ Register and VAT No. 02375280928 Econ. & Admin. Roster - 191784

Table of contents

  • Page 1
    ... 2012 This report is available on the website www.tiscali.it Tiscali S.p.A. Registered office: SS195 Km 2.3, Sa Illetta, Cagliari, Italy Share Capital EUR 92,019,513.67 Cagliari Companies' Register and VAT No. 02375280928 Econ. & Admin. Roster - 191784 Date - File Name Status Page Annual...

  • Page 2
    ... 4.2 Corporate Governance structure ...29 4.3 Disclosure on compliance with the recommendations contained in the Code of Conduct for Listed Companies ...34 4.4 Internal checking relating to accounting and financial information ...44 4.5 Organization, management and control model pursuant to Italian...

  • Page 3
    ... 254.0 (186.5) (192.9) (145.9) 26.1 31 December 2012 307.1 (193.5) (200.0) (130.0) 28.3 31 December 2011 Operating figures (000) ADSL (broadband) users Of which: Direct ADSL users (LLU) Voice 479.1 344.8 39.0 494.3 344.3 52.7 Date - File Name Status Page Annual Report as at 31 December...

  • Page 4
    ... companies Operating result + Restructuring costs + Amortisation/depreciation +/- Atypical income/charges Gross Operating Result (EBITDA) + Write-downs of receivables from customers Gross Operating Result (Adjusted EBITDA) Date - File Name Status Page Annual Report as at 31 December 2012...

  • Page 5
    Annual financial report as at 31 December 2012 2 Directors and Auditors Board of Directors Chairman and Chief Executive Officer: Renato Soru Directors Franco Grimaldi Gabriele Racugno Luca Scano Assunta Brizio Board of Statutory Auditors Chairman Paolo Tamponi Statutory Auditors Piero Maccioni ...

  • Page 6
    Annual financial report as at 31 December 2012 Report on Operations Date - File Name Status Page Annual Report as at 31 December 2012 6

  • Page 7
    ...on the market. Once again in 2012, Tiscali Group's R&D department continued to develop the Istella search engine which was recently opened to the public in its first release. This is a service with very high potential in economic-commercial terms, since it projects Tiscali onto an advertising market...

  • Page 8
    ... never be available, alternatively an ad hoc supply service is envisaged for the "End to end" type fibre connection as well as a virtual access service with equal economic and quality conditions, the so-called VULA); Bitstream at a price oriented to cost in non-competitive geographic areas and at...

  • Page 9
    ... During the last month of 2012, AGCOM published a proposal for the review of the norms relating to the quality of assistance services (customer care) and launched the related public consultation. The procedure is still underway. Date - File Name Status Page Annual Report as at 31 December...

  • Page 10
    ... EUR 0.80 for each new share. The graph below illustrates Tiscali's share trend during 2012, characterised by sustained trading volumes, particularly in the months of March and September. Fig. 2 - Tiscali's share performance in 2012 Date - File Name Status Page Annual Report as at 31 December...

  • Page 11
    ... 0.041 0.045 0.044 0.040 0.037 No. of shares 32,534,652 51,211,429 68,137,627 19,712,568 14,925,556 12,807,682 8,655,742 18,751,524 58,436,883 19,581,922 10,318,557 7,983,101 26,921,437 Date - File Name Status Page Annual Report as at 31 December 2012 11

  • Page 12
    ... project - a new Tiscali search engine). Companies terminated On 30 November 2012, Tiscali International Network SA was wound up. Approval of the 2011 annual report On 30 March 2012, Tiscali's Board of Directors approved the 2011 draft financial statements. Tiscali S.p.A.'s ordinary shareholders...

  • Page 13
    Annual financial report as at 31 December 2012 The Group offers its products to consumer and business customers on the Italian Market, mainly via five business lines: (i) (ii) (iii) (iv) (v) "Access", in Broadband modes (LLU, Bitstream), inclusive of VoIP and mobile telephone services (so-called ...

  • Page 14
    ...-concern and future outlook". Risks associated with disputes and contingent liabilities For further information please refer to the section "Ongoing disputes, contingent liabilities and commitments". Economic position (EUR mln) Date File Name Status Page Annual Report as at 31 December 2012 14

  • Page 15
    ... in volumes determined by the decrease in the number of customers (and consequent reduction in Telecom line rental costs), and in part to the positive effect deriving from the commercial agreements entered into with the main Date File Name Status Page Annual Report as at 31 December 2012 15

  • Page 16
    ...accounting statements", the reduction in amortisation/depreciation includes EUR 7.5 million attributable to the extension from 24 to 36 months of the duration of the amortisation of customer acquisition and activation costs.... Date - File Name Status Page Annual Report as at 31 December 2012 16

  • Page 17
    Annual financial report as at 31 December 2012 Operational income statement - Group (EUR mln) Revenues Access revenues (including VoIP) of which: ADSL of which VOIP of which MVNO Dial Up revenues (narrowband) Voice revenues Business service revenues Media and value added service revenues Other ...

  • Page 18
    ... direct LLU (Local Loop Unbundling). Direct ADSL customers decreased by around 15 thousand with respect 31 December 2011. ADSL customers include around 348 thousand so-called "Dual Play" users (who are provided with both an internet access service and telephone service on broadband); The customers...

  • Page 19
    ... low. Narrowband The narrowband segment was naturally down and passed from 4.1 million in 2011 to 3.1 million in 2012. Business services Revenues from business services (VPN, housing, hosting services, domains and leased lines), excluding those from access and/or voice products for the same customer...

  • Page 20
    Annual financial report as at 31 December 2012 deriving from the implementation of the Solidarity pact, signed with the organisations representing the employees in 2011 which came into force as from 7 November 2011. Other indirect costs include lease instalments and general operating expenses. The ...

  • Page 21
    .... Current assets Current assets at 31 December 2012 amounted in total to EUR 76.3 million (EUR 112.7 million at 31 December 2011). The reduction is mainly attributable to the decrease in net receivables due from customers for around EUR 28.1 million. Date - File Name Status Page Annual Report...

  • Page 22
    ... consolidated financial statements As required by CONSOB Communication No. DEM/6064293 dated 28 July 2006, the following table shows the reconciliation between the net profit for the period and shareholders' equity of the Group with the corresponding values of the Parent Company. 31 December 2012...

  • Page 23
    ... leasing of the subsidiary Tiscali Italia S.p.A.; (5) The entire amount of EUR 122.7 million relates to the long-term component of the debt due to Senior Lenders; (6) Includes the "Sale and Lease Back Sa Illetta" debt for EUR 58 million. Date File Name Status Page Notes 31 December 31 December 2012...

  • Page 24
    ... search engines, but rather systematize the national cultural heritage index-linking the Italian domains with particular care. 3.7 Evaluation of the company as a going-concern and future outlook Events and uncertainties regarding the business continuity The Tiscali Group closed the financial...

  • Page 25
    ... reduction of the customers who pay via post office paying-in slip or credit transfer (who present greater rates of insolvency) to the benefit of automatic payment methods (direct debit and credit cards); as from 1 July 2012, the decrease in the mobile termination tariff (both at cost and revenue...

  • Page 26
    ... for around EUR 25 million). The overall amount of the debt falling due in 2014 and 2015, to be rescheduled, on the basis of the financial projections, amounts to approximately Euro 135 million. Date - File Name Status Page Annual Report as at 31 December 2012 26

  • Page 27
    ... of the measures aimed at reducing the financial debt and launching all the activities necessary for the rescheduling of the same by July 2014, they have the reasonable expectation that the Group has adequate resources Date File Name Status Page Annual Report as at 31 December 2012 27

  • Page 28
    ... the going-concern assumption when preparing the financial statements. Cagliari, Italy, 29 March 2013 The Chief Executive Officer The Executive appointed to draw up the corporate accounting documents Renato Soru Pasquale Lionetti Date - File Name Status Page Annual Report as at 31 December...

  • Page 29
    ... Relations" section of the Company website, www.tiscali.com. Fulfilling the prescribed obligation and with the intention of providing extensive corporate disclosure to the shareholders and the investors, Tiscali S.p.A.'s ("Tiscali" or the "Company") Board of Directors has drawn up this report...

  • Page 30
    ...May 2012, the shareholders' meeting called for the approval of the financial statements as of 31 December 2011, took steps to renew the Board which will expire with the approval of the 2014 financial statements. Chairman and Chief Executive Officer Directors Renato Soru Gabriele Racugno Luca Scano...

  • Page 31
    .... Uckmar in August 2012, he was replaced by the independent director Assunta Brizio. Obviously, these Committees will expire together with the Board of Directors at the time of approval of the financial statements as of 31 December 2014. Date File Name Status Page Annual Report as at 31 December...

  • Page 32
    ... charge of the internal audit and risk management system (hereinafter also the Appointed Director). The office will expire with the renewal of the Board of Directors following approval of the 2014 annual financial statements. Shareholding structure As at the date of this Report, the authorized share...

  • Page 33
    ... change of control involves the obligation to make prepayments with reference to the loan agreements referred to above as described in further detail in the table in the note "Non-current financial liabilities" in the 2012 Financial Statements. Date - File Name Status Page Annual Report as at...

  • Page 34
    Annual financial report as at 31 December 2012 4.3 Disclosure on compliance with the recommendations contained in the Code of Conduct for Listed Companies Board of Directors Role The Board of Directors has a prominent role to play in Company life, being the body responsible for running the ...

  • Page 35
    ...as Company Director. The offices covered by the current Board members in their capacity as directors of other listed companies, banks or financial and insurance companies or businesses of a significant size, are listed below. It is Date File Name Status Page Annual Report as at 31 December 2012 35

  • Page 36
    ...the Board of Directors met once, at the time of approval of this report. All the Directors and the members of the Board of Statutory Auditors took part in the majority of the meetings, as illustrated by the breakdown shown below. Date - File Name Status Page Annual Report as at 31 December 2012...

  • Page 37
    ... the meeting. On 13 November 2012, the Board of Directors approved the calendar of its meeting for 2013: 29 March 2013 (Approval of the draft annual financial statements at 31 December 2012), 30 April 2013 (Annual shareholders' meeting), 13 May 2013 (Approval of the Quarterly Report at 31 March 2013...

  • Page 38
    ...to approve the financial statements as of 31 December 2012. It is hereby disclosed that further to the enforcement of Italian Law No. 120/2011 regarding equal access to management and audit bodies of companies listed on organised markets (the so-called Date File Name Status Page Annual Report as at...

  • Page 39
    ..., the Company has made said information available in a special "investor relations" section of its website at www.tiscali.com, allowing said information to be downloaded in electronic format. As indicated in application criteria 3 of Article 9 of the Code, on 16 July 2001 the Shareholders' Meeting...

  • Page 40
    ..., the Executive appointed to draw up the Company accounting Documents, the Internal Audit Coordinator and the Supervisory Body, the latter three bodies expiring with the approval of the financial statements as at 31 December 2011. Date File Name Status Page Annual Report as at 31 December 2012 40

  • Page 41
    ...basis of a proposal made by the Internal Audit Committee on 24 March 2004. The current internal audit set-up is in line with the matters envisaged by the principles and applicative criteria contained in Article 7 of the Code. Date - File Name Status Page Annual Report as at 31 December 2012 41

  • Page 42
    ... division to the Board of Directors, availing of the support of the same for the performance of his functions. The Internal Audit Coordinator is equipped with means suitable for carrying out his functions and has no line manager; he reports directly to the CEO and the Board of Directors, as well as...

  • Page 43
    ...Group's "Organisation, management and control model" pursuant to Italian Decree Law No. 231/2001; appraisal of the candidatures for the office of Internal Audit Coordinator and for the Supervisory Body and issue of the related opinion; achievement of the 2012 audit plan, in particular, with checking...

  • Page 44
    ... two of its members; during the meeting held on 28 August 2012, the Statutory Auditor Andrea Zini was absent. The meetings had an average duration of 50 minutes. 4.4 Internal checking relating to accounting and financial information Introduction Date File Name Status Page Annual Report as at 31...

  • Page 45
    Annual financial report as at 31 December 2012 The Internal Audit System on company information must be understood as a process which, as it involves several company functions, provides reasonable assurances about the reliability of the financial information, the fairness of the accounting ...

  • Page 46
    ... that it not possible to be certain that no malfunctions or anomalies liable to affect accounting and financial information will occur, even in the presence of correctly configured and operational internal control systems. Date - File Name Status Page Annual Report as at 31 December 2012 46

  • Page 47
    ...in the "investor relations" section. Recourse to on-line communication, which is mainly used by the non-institutional public, is considered strategic by the Company, since it makes standardized disclosure of the information possible. Tiscali undertakes to Date File Name Status Page Annual Report as...

  • Page 48
    Annual financial report as at 31 December 2012 systematically see to the accuracy, completeness, continuity and up-dating of the financial matters disclosed via the Company website. It is also possible to contact the Company using a special e-mail address ([email protected]). The Directors, Statutory ...

  • Page 49
    Annual financial report as at 31 December 2012 Tiscali S.p.A. Consolidated financial statements at 31 December 2012 Date - File Name Status Page Annual Report as at 31 December 2012 49

  • Page 50
    Annual financial report as at 31 December 2012 5 5.1 Consolidated financial statements and explanatory notes Income statement Notes (EUR 000) Revenues Other income Purchase of materials and outsourced services Payroll and related costs Other operating (income) charges Write-downs of receivables ...

  • Page 51
    Annual financial report as at 31 December 2012 5.2 Statement of comprehensive income Notes 2012 (15,934) 2011 (38,140) (EUR 000) Result for the period Total statement of comprehensive income result Attributable to: Shareholders of the parent company Minority shareholders (15,934) (38,140) (...

  • Page 52
    ... financial leases Payables to suppliers Other current liabilities Liabilities directly related to assets held for sale Total Liabilities and Shareholders' equity 30 30 31 32 15,869 95 128,633 62,746 207,343 253,954 23,459 581 152,800 62,795 239,634 307,097 Date - File Name Status Page Annual...

  • Page 53
    ...financial assets Purchases of tangible fixed assets Purchases of intangible fixed assets Payments for the sale of assets NET CASH USED FOR THE INVESTMENT ACTIVITIES 45 (3,652) (22,420) (26,027) 1,475 (3,685) (24,582) 320 (26,471) Date - File Name Status Page Annual Report as at 31 December 2012...

  • Page 54
    Annual financial report as at 31 December 2012 FINANCIAL ACTIVITIES Change in loans from banks of which: Repayment of capital and interest on Senior loans Increase/Decrease in current account overdrafts Repayment/Acceptance of finance leases Exchange differences Changes in shareholders' equity NET ...

  • Page 55
    Annual financial report as at 31 December 2012 5.5 Statement of changes in shareholders' equity Accumulated Group losses and Other shareholders' Minority reserves equity interests (222,004) (129,985) Stock Share Share premium option Capital reserve reserve Balance at 31 December 2011 Share ...

  • Page 56
    Annual financial report as at 31 December 2012 5.6 Income Statement pursuant to Consob Resolution No. 15519 dated 27 July 2006 of which: related parties of which: related parties Notes (EUR 000) Revenues Other income Purchase of materials and outsourced services Payroll and related costs Other ...

  • Page 57
    Annual financial report as at 31 December 2012 5.7 Balance Sheet pursuant to Consob Resolution No. 15519 dated 27 July 2006 of of 31 31 which: which: December related December related 2011 2012 parties parties 72,849 94,773 10,080 177,702 309 60,439 10,981 118 4,406 76,253 253,954 45 45 45 77,385...

  • Page 58
    ... Annual Financial Report at 31 December 2011, for the purpose of providing a fuller comparative representation with respect to the previous year 5.9 Evaluation of the company as a going-concern and future outlook Events and uncertainties regarding the business continuity The Tiscali Group closed...

  • Page 59
    ... reduction of the customers who pay via post office paying-in slip or credit transfer (who present greater rates of insolvency) to the benefit of automatic payment methods (direct debit and credit cards); as from 1 July 2012, the decrease in the mobile termination tariff (both at cost and revenue...

  • Page 60
    ... characterised by heavy competitive pressure. In this context: • preliminary assessments have been made and initial contact started with a number of financing institutions aimed at rescheduling the financial debt; Date File Name Status Page ii. iii. Annual Report as at 31 December 2012 60

  • Page 61
    ... and activities aimed at reducing and rescheduling said financial debt in time in accordance with the matters hypothesised by the afore-mentioned business plan, so as to permit the continuation of implementation of the same. Date File Name Status Page Annual Report as at 31 December 2012 61

  • Page 62
    .... ¾ An income statement schedule that reports only revenues and costs classified by nature; ¾ A statement of comprehensive income that reports charges and income posted directly under shareholders' equity net of tax effects. Date File Name Status Page - Annual Report as at 31 December 2012 62

  • Page 63
    ...that their book value will be recovered by disposal rather than by continued use. This condition is observed only when the sale is highly probable, the asset is available for immediate sale in its present condition and the Board of Date File Name Status Page Annual Report as at 31 December 2012 63

  • Page 64
    Annual financial report as at 31 December 2012 Directors of the parent company is committed to the sale, completion of which should be expected within one year from the date of classification. After the sale, the remaining values were reclassified in the different balance sheet items. Gains and ...

  • Page 65
    ... two types of transactions: acquisitions/disposals of interests in companies which are already subsidiaries: in the event of acquisitions, the Group pays the minority shareholders a cash amount or a consideration in new shares, thereby resulting in simultaneous elimination of related minority...

  • Page 66
    ... to recover the goodwill allocated to the unit. The recoverable amount is the higher between the 'fair value' less sales costs and its utilisation value. The utilization value is determined starting from expected future cash flows Date File Name Status Page Annual Report as at 31 December 2012 66

  • Page 67
    Annual financial report as at 31 December 2012 discounted at a rate that reflects the current market estimate of the cost of money, the cost of capital and the risks specific to the unit. If the estimated recoverable amount of the unit concerned is lower than the relevant book value, it is ...

  • Page 68
    ... incurred. Broadband service activation costs During 2012, taking into account the contractual change made during 2011 which laid down - in the event of withdrawal of ADSL customers - the obligation to pay a disconnection contribution in favour of the Tiscali Group (the previous contract envisaged...

  • Page 69
    ... an unspecified useful life and of property, plant and equipment, is checked each time there is indication that the asset has suffered impairment. If any such indication exists, the recoverable amount of the asset is estimated in Date File Name Status Page Annual Report as at 31 December 2012 69

  • Page 70
    ... financial lease transactions. Trade payables and other payables are stated at face value. Financial payables are initially stated at cost, equating to the fair value of the amount received, net of related charges. Subsequently, these Date File Name Status Page Annual Report as at 31 December 2012...

  • Page 71
    ... on 3 May 2012. Provisions for risks and charges Provisions for risks and charges relating to potential legal and tax liabilities are established following estimates performed by Directors on the basis of judgements developed by the Group legal and tax Date File Name Status Page Annual Report as at...

  • Page 72
    ... relating to the Group companies and to equity investments in associated companies, except where the Group is able to control the reversal of these timing differences and it is unlikely that the timing difference will reverse in the foreseeable future. Date File Name Status Page Annual Report...

  • Page 73
    ...control of the Directors and the Group management and especially with regards to developments in the telecommunications market and achieving the growth objectives set in an extremely competitive market. Assumptions for the application of accounting standards Activation costs and customer acquisition...

  • Page 74
    ... reference to the ones which are most commonly used. Accounting standards, amendments and interpretations effective from 1 January 2012 As from 1 January 2012, the following new standards and interpretations were issued, as listed below: Date File Name Status Page Annual Report as at 31 December...

  • Page 75
    ..., results or disclosure of the Group. IFRS 1 - Severe hyperinflation and removal of fixed dates for first-time adopters The IASB has provided guidelines on how the entity should resume the IFRS financial statement presentation when the related reporting currency ceases to be subject to severe...

  • Page 76
    ...) Revenues Revenues during 2012 decreased with respect to those in 2011. For greater details on the drop in revenues, please refer to the Report on operations. Other income (note 2) 31 December 2012 Date File Name Status (EUR 000) Annual Report as at 31 December 2012 31 December 2011 Page 76

  • Page 77
    ...lease back transaction on the Cagliari headquarters (Sa Illetta). Purchase of materials and outsourced services (note 3) 31 December 2012 80,110 7,068 9,472 8,231 28,425 133,307 31 December 2011 108,253 5,197 9,420 12,434 33,953 169,258 (EUR 000) Line/traffic rental and interconnection costs Costs...

  • Page 78
    ...) charges Total Other operating income includes the release of the pertinent portion of the capital gain generated via the Sale & Lease back transaction on the Cagliari headquarters (Sa Illetta). Write-downs of receivables from customers (note 6) 31 December 2012 26,330 26,330 31 December 2011...

  • Page 79
    Annual financial report as at 31 December 2012 Date - File Name Status Page Annual Report as at 31 December 2012 79

  • Page 80
    ... business tax) payable by the Italian companies. Operating assets disposed of and/or assets held for sale (note 10) The "Result from operating assets disposed of and/or assets held for sale" was not significant as of 31 December 2012. Date File Name Status Page Annual Report as at 31 December 2012...

  • Page 81
    ... conditions of current debt; the risk premium was valued within a prudent range with respect to the current conditions of financial markets. Based on these parameters, the WACC used for the impairment tests was estimated at 6.5%. Date File Name Status Page Annual Report as at 31 December 2012 81

  • Page 82
    ... were made especially with regard to evidence from the financial market. For that purpose, the market capitalization of the Tiscali Group does not give rise to elements departing from the results of the impairment tests. Date - File Name Status Page Annual Report as at 31 December 2012 82

  • Page 83
    ... conveying ability, on a longterm basis, in the shape of concession contracts for the use of the same (IRU/Indefeasible Rights of Use), licences and software for EUR 5.9 million and EUR 3.1 million for patents. The overall increase Date File Name Status Page Annual Report as at 31 December 2012 83

  • Page 84
    ... Increases in depreciation Other changes Reclassifications 31 December 2012 NET VALUE 31 December 2011 11,863 1,865 208,175 13,470 2,802 475 222,840 15,810 13,728 221,645 3,277 238,650 52,397 50,523 2,238 1,773 106,932 Date - File Name Status Page Annual Report as at 31 December...

  • Page 85
    ... Tiscali Contact S.r.l. (merger via incorporation as of 7 May 2012) Tiscali Finance SA (in liquidation) (*) Tiscali Financial Services SA (*) Tiscali Deutschland GmbH (*) Tiscali GmbH (*) Tiscali Business GmbH (*) Tiscali Verwaltungs GmbH (*) Tiscali Holdings UK Ltd (*) World Online International...

  • Page 86
    ... relate to the Sale and lease back contract on the property in Cagliari (Sa Illetta). The item Equity investments in other companies mainly comprises the equity investment held by Tiscali Italia S.p.A. in Janna S.c.p.a., a consortium company which is involved in the management of an underwater fibre...

  • Page 87
    ...of internet services, billing of network access services, inverse interconnection traffic, advertising revenues and business customer and telephone services provided by the Group. The analysis of receivables is carried out periodically, adopting a specific policy for calculating the receivable write...

  • Page 88
    ... the 2011 figures (EUR 9.7 million), relate to costs already incurred and deferred to the following financial year, mainly associated with multi-year line rental contracts, hardware and software maintenance costs and advertising costs. Date File Name Status Page Annual Report as at 31 December 2012...

  • Page 89
    ... million corresponding to 1,861,494,698 ordinary shares lacking par value. Shareholders' equity pertaining to minority shareholders (note 25) The shareholders' equity pertaining to minority shareholders as at 31 December 2012 was nil. Date - File Name Status Page Annual Report as at 31 December...

  • Page 90
    ... the Report on operations. (EUR mln) Consolidated net financial debt Other cash equivalents and non-current financial receivables Consolidated net financial debt prepared on the basis of Consob communication No. DEM/6064293 dated 28 July 2006 Date File Name 31 December 2012 4,406 31 December 2011...

  • Page 91
    ... honour loan repayments and instalments envisaged in the financial plan; Operational covenants that provide for achieving specific ARPU levels and a specific number of customers and investments ("capital expenditure"). - - Date - File Name Status Page Annual Report as at 31 December 2012 91

  • Page 92
    ..."Sales & Lease Back" financial lease on the Sa Illetta property, head offices of the company, whose debt at the date of the financial statements amounted to Euro 58 million; Other financial leases for a total of Euro 0.7 million. Date - File Name Status Page Annual Report as at 31 December 2012...

  • Page 93
    ... with the applicable international accounting standards, as shown in the table below. Property Leasing included in Tangible assets (EUR 000) NET VALUE 31.12.2011 31.12.2012 Plant and equipment Total 52,344 50,502 5,817 3,231 58,161 53,733 Date - File Name Status Page Annual Report as at 31...

  • Page 94
    ...addition to capitalised interest accrued at 31 December 2012 and net of the repayments during 2012. (**) Amounts owed for bank overdrafts The current portion of amounts owed to banks for loans, totalling EUR 9.5 million, is represented by: Date File Name Status Page Annual Report as at 31 December...

  • Page 95
    ... option month), and acquire the nature of "Defined contribution plans". However, the revaluations of the provision existing at 31 December 2006 (carried out on the basis of the official cost of living index and the legal interest) Date File Name Status Page Annual Report as at 31 December 2012 95

  • Page 96
    ...maximum length of service 40 years 2.0% 3% Provisions for risks and charges (note 29) 31 December 2012 2,458 2,458 (EUR 000) Provisions for risks and charges Total 31 December 2011 3,379 3,379 Date Provisions 345 345 File Name Utilisation (1,266) (1,266) Status Page - Annual Report as at 31...

  • Page 97
    ...note 32) 31 December 2011 2,991 41,484 18,320 62,795 (EUR 000) Accrued expenses Deferred income Other payables Total 31 December 2012 3,163 37,133 22,450 62,746 Accrued expenses refer to charges for staff and costs for professional consultancy. Date File Name Status Page Annual Report as at 31...

  • Page 98
    ... between fixed-rate debt and floating-rate debt. Consequently, the company does not feel that the risk related to fluctuating interest rates is significant and therefore has not entered into any risk hedging transactions. Date - File Name Status Page Annual Report as at 31 December 2012 98

  • Page 99
    ...31 December 2011, of financial instruments present as of the balance sheet date: 31 December 2012 (EUR 000) Secured bank loans Unsecured bank loans Payables for financial leases Book value Fair value 132,253 6,327 58,713 103,136 6,327 49,149 Date - File Name Status Page Annual Report as at...

  • Page 100
    ... certain information relating to the shareholding held by its former chairman, reported by the media before said listing; furthermore, it was deemed that the company had created optimistic expectations regarding the activities of WOL. Date File Name Status Page Annual Report as at 31 December 2012...

  • Page 101
    ... present in the financial statements. Tax assessments In 2003, the Dutch tax authorities notified WOL and the direct subsidiary Tiscali International BV with regard to the alleged non-payment of withholdings on remuneration and stock options acknowledged to a number of company executives. The total...

  • Page 102
    Annual financial report as at 31 December 2012 Segment reporting The activities of the Tiscali Group and the related strategies, as well as the underlying activities linked to head office control, are structured and defined by geographic area. Segment reporting is presented on the basis of the ...

  • Page 103
    ...2011 (EUR 000) Italy Other Corporate HFS/ Discontinued Cancellation adjustments Total Assets Segment assets Equity investments carried at equity Equity investments in other companies... 2,370 2,370 304,765 2,332 307,097 Date - File Name Status Page Annual Report as at 31 December 2012 103

  • Page 104
    ... values recorded in the Tiscali Group's consolidated financial statements at 31 December 2012 arising from transactions with related parties. The most significant balances, at 31 December 2012, summarized by supplier of the services, are as follows: Date File Name Status Page Annual Report...

  • Page 105
    ... Racugno, member of Tiscali S.p.A.'s Board of Directors, since 21 December 2009, provides Tiscali Italia S.p.A. with legal and out-of-court assistance. (2) Nuove Iniziative Editoriali S.p.A.: investee company of the majority shareholder, Renato Soru; the dealings refer to an advertising concession...

  • Page 106
    ... 49.75% Tiscali International Network B.V. The Netherlands 99.50% Tiscali International Network SA (wound up on 30 November 2012) France 99.50% Tiscali Business UK Ltd UK 99.50% Tiscali Business GmbH Germany 99.50% Company name List of equity investments in other companies carried at cost Mix...

  • Page 107
    ...research and sharing of the archives and contents which avails itself of the participation of users, institutions and the company. Istella does not propose to replace existing search engines, but rather systematize the national cultural heritage index-linking the Italian domains with particular care...

  • Page 108
    ...Parent Company - Tiscali S.p.A. Subsidiary companies 267 169 437 Total Fees inclusive of the audit of the consolidated financial statements and the limited audit on the interim report. Cagliari, Italy, 29 March 2013 The Chief Executive Officer The Executive appointed to draw up the corporate...

  • Page 109
    ... Article 154 bis (3 and 4), of Italian Legislative Decree No. 58 dated 24 February 1998: the adequacy in relation to the Company's characteristics; the effective application of the administrative and accounting procedures for the formation of the financial statements during 2012. It is also hereby...

  • Page 110
    Tiscali S.p.A. financial statements as at 31 December 2012 5

  • Page 111
    ...In this connection, note that the 2012 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 112
    ... EUR 3 million essentially represented by financial receivables due to Group companies. Current assets Current assets include "Receivables from customers" for EUR 1.5 million and "Other receivables and other current assets" for EUR 0.2 million essentially relating to tax receivables, accrued income...

  • Page 113
    ... 31.12.2012 5 5 192 (76) (35,816) (35,892) (35,695) 31.12.2011 10 10 758 (109) (35,901) (36,009) (35,241) (4,816) (4,816) (40,511) (2,382) (2,382) (37,623) Other current financial payables relate mainly to financial payables to the subsidiary Tiscali International B.V., a sub-holding company of...

  • Page 114
    Tiscali S.p.A. Accounting Statements and Explanatory Notes 9

  • Page 115
    ... and outsourced services Payroll and related costs Other operating income/ (costs) Write-down of receivables Other write-downs Amortisation/depreciation Operating result Portion of result of equity investments carried at equity Net financial income (charges) Pre-tax result Income taxes Result from...

  • Page 116
    ... obligations and staff severance indemnities Provisions for risks and charges Current liabilities Payables to banks and other lenders Payables to suppliers Other current liabilities Total Liabilities and Shareholders' equity Notes 31.12.2012 31.12.2011 9 10 11 5,694 130,987,422 130,987,422...

  • Page 117
    ... shareholders' equity (EUR) (EUR) Balance at 1 January 2011 Share Capital 92,017,483 Legal reserve - Stock option reserve 4,388,058 Loss coverage reserve 4,677,385 Other reserves (8,048,828) Accumulated losses and Loss for the period 1,814,689 Total 94,848,788 Increases /Decreases Transfers...

  • Page 118
    ... of tangible fixed assets - Purchases of intangible fixed assets - Payments for the sale of financial fixed assets NET CASH USED IN INVESTING ACTIVITIES FINANCING ACTIVITIES Changes in financial assets Increase (decrease) in other non-current liabilities Changes in shareholders' equity (3,115...

  • Page 119
    ... and future outlook Events and uncertainties regarding the business continuity Tiscali S.p.A. closed the financial statements with a loss of EUR 3.1 million and shareholders' equity of EUR 61.9 million; the company heads up a group (the "Tiscali Group") which, as at the same date, closed 2012 with...

  • Page 120
    ... reduction of the customers who pay via post office payingin slip or credit transfer (who present greater rates of insolvency) to the benefit of automatic payment methods (direct debit and credit cards); as from 1 July 2012, the decrease in the mobile termination tariff (both at cost and revenue...

  • Page 121
    ... set forth above, the Directors, when evaluating the existence of the condition of the Group as a going concern in the current macro-economic context, and in the current competitive scenario, identified a number of factors which indicate the persistence of a number of uncertainties: i. the Group...

  • Page 122
    ... for a period in any event longer than 12 months; during the last quarter of 2012 and the first few months of 2013, achieved a growing trend in the telecommunications services customer base; up-dated the business plan, checking the consistency with the financial requirements determined by the debt...

  • Page 123
    ... of preparation The 2012 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") as approved...

  • Page 124
    ... is the higher between the 'fair value' less sales costs and its utilisation value. When assessing the utilisation value, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments on the value of money and the risks...

  • Page 125
    ... 2012. The cost, represented by the fair value of the stock options as of the date of allocation was recorded, for accounting purposes in accordance with IFRS 2- Share-based payment in the income statement with a matching balance directly under shareholders' equity. Provisions for risks and charges...

  • Page 126
    ... the growth objectives set in an extremely competitive market. Accounting estimates and relevant assumptions Provisions for risks and charges Provisions for risks and charges relating to potential legal and tax liabilities are established following estimates performed by Directors on the basis...

  • Page 127
    ..., results or disclosure of the Group. IFRS 1 - Severe hyperinflation and removal of fixed dates for first-time adopters The IASB has provided guidelines on how the entity should resume the IFRS financial statement presentation when the related reporting currency ceases to be subject to severe...

  • Page 128
    ... assets and liabilities) Any impacts on the Group's consolidated financial statements deriving from said amendments are being assessed. Annual improvements May 2012 IFRS1 First-time adoption of the International Financial Reporting Standards This improvement clarifies that an entity which...

  • Page 129
    ... In accordance with the Articles of Association provisions and those as per the law, given that the Company is obliged to draw up consolidated financial statements, the shareholders' meeting called to approve the 2012 financial statement will be held in sole calling on 30 April 2013. 24

  • Page 130
    ... Other income Total 2012 4,357 134 4,491 4,491 2011 4,878 444 5,322 6,372 6,372 11,694 Revenues from services provided to Group companies mainly refer to the invoicing of services provided by the Company in favour of the operating subsidiary Tiscali Italia S.p.A., including the charges for the...

  • Page 131
    ...salaries Other personnel costs Total 2012 1,301 564 1,865 2011 1,459 635 2,094 At 31 December 2012, Tiscali S.p.A. had 8 employees. The relevant categories are disclosed below together with the corresponding figures at 31 December 2011. Category Executives Middle managers Office staff Total Other...

  • Page 132
    27

  • Page 133
    ... of interest on the GFA debt. Income taxes (note 7) EUR 000 Current taxes Prepaid taxes Other taxes Net taxes for the year 2012 669 574 1,243 2011 117 117 The balance of current taxes includes IRAP (regional business tax) and IRES (company earnings' tax) for the year. Result from assets disposed...

  • Page 134
    ... the year: (EUR 000) Historic cost Land and Buildings Plant and equipment Other assets 31 December 2011 1,966 65 227 2,258 Increases Depreciation (Decreases) and Other changes (Decreases) and Other changes (Decreases) and Other changes 31 December 2012 1,966 65 227 2,258 Accumulated depreciation...

  • Page 135
    ...811,994) (2,117,688) 31.12.2011 Revaluation s/(Writedowns) (283,475) (22,218) (1,811,994) (2,117,688) (EUR 000) Tiscali Deutschland Gmbh Tiscali Finance SA Tiscali Italia S.p.A. World Online International N.V. Tiscali Financial Services Sa Tiscali UK Holdings Ltd Cost 283,475 22,218 130,956 1,811...

  • Page 136
    ... the basis of market valuations of the cost of money and specific risks related to the company's core business; Terminal growth rate (Long-Term Growth LTG) equal to 0.5%. The cost of the capital was estimated considering the calculation criteria provided by the CAPM (Capital Asset Pricing Model). In...

  • Page 137
    ... tests. Other information SUBSIDIARIES (EUR 000) Registered Offices Share Capital Shareholders ' equity Result % Held Book value Tiscali Deutschland Gmbh (*) Tiscali Finance SA (*) Tiscali Italia S.p.A. World Online International N.V (*) Tiscali Financial Services Sa (*) Tiscali UK Holdings...

  • Page 138
    ...6.1 million in 2011). The financial receivables due from Group companies are detailed below: (EUR 000) Tiscali Business Gmbh Tiscali Business UK Ltd Tiscali Contact S.r.l. Tiscali Deutschland Gmbh Tiscali Finance Sa Tiscali UK Holdings Ltd Tiscali Verwaltungs Gmbh Veesible S.r.l. 31.12.2012 1,415 10...

  • Page 139
    ...following table: (EUR 000) 31 December 31 December 2012 2011 1,516 1,516 - Tiscali UK Holdings Ltd Tiscali Italia S.p.A. Total The breakdown of receivables from customers by maturity is as follows: (EUR 000) 31 December 2012 Within 12 months Between 1 and 5 years Beyond 5 years Total 1,585 1,585...

  • Page 140
    ...EUR 5.4 thousand and include the company's liquid resources, essentially held in bank current accounts. Reference should be made to the report on operations for a detailed analysis of the financial position. Shareholders' equity (note 15) EUR 000 31 December 2012 31 December 2011 92,020 (3,432) (23...

  • Page 141
    ... and its distributable nature: Summary of uses in the last 3 accounting periods Available portion with no tax effect B B -Available portion with tax effect - Detailed statement of Shareholders' Equity items Amount Share capital Legal reserve Reserve for loss coverage Other reserves Result for the...

  • Page 142
    ...the table below: (EUR 000) Tiscali Financial Services SA Tiscali Gmbh Tiscali Italia S.p.A. Tiscali International Network BV Indoona S.r.l. Total 31 December 31 December 2012 2011 193 202 2,045 2,030 2,551 150 26 1 4,816 2,382 The breakdown of Other non-current liabilities by maturity is as follows...

  • Page 143
    ...company. At the end of the work relationship, the amount due is calculated pursuant to Italian civil and employment law, on the basis of the duration of the work relationship itself and the taxable remuneration of each employee. The liability is annually adjusted in compliance with the official cost...

  • Page 144
    ... UK Holdings Ltd. This re-allocation has not affected the consolidated financial statements of the Tiscali Group. Payables to banks and other lenders (note 19) EUR 000 31 December 2012 76 76 31 December 2011 109 109 Payables to banks Total The item only refers to payables for bank current account...

  • Page 145
    It should be mentioned that Trade payables are due within 12 months and it is considered that their book value is approximate to their fair value. 40

  • Page 146
    ...third parties Total 31 December 2012 6 35,816 10,553 46,375 31 December 2011 2 6 35,901 8,536 44,445 Other payables to group companies refer to the financial indebtedness towards Tiscali International B.V.. The item Other payables is essentially represented by amounts due to the tax authorities and...

  • Page 147
    ...of the Group's debt carried out during the previous year. The same item includes the surety given by Tiscali S.p.A. to guarantee the amount of the loan associated with the sale & lease back transaction on the Sa Illetta property, totalling EUR 95 million, carried out by the subsidiary Tiscali Italia...

  • Page 148
    ... of the European Community regulations on information prospectuses: (EUR 000) 31.12.2012 31.12.2011 A. Cash B. Other cash equivalents C. Securities held for trading D. Cash and cash equivalents (A) + (B) + (C) E. Current financial receivables (*) F. Current bank payables G. Current portion of non...

  • Page 149
    ... 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 150
    Transactions with related parties During 2012, the Tiscali S.p.A. had a number of dealings with related parties. These were transactions regulated on an arms'-length basis; the table below summarises the balance sheet and income statement values recorded in the Parent Company's financial statements ...

  • Page 151
    ... and outsourced services Payroll and related costs Other operating costs Write-downs of receivables from customers Other write-downs Amortisation/depreciation Operating result Portion of result of equity investments carried at equity Net financial income (charges) Pre-tax result Income taxes Net...

  • Page 152
    ... follows: BALANCE SHEET (EUR 000) 31 December 2012 of which: related parties % change Non-current assets Current assets Total Assets Shareholders' equity Total Shareholders' equity Non-current liabilities Current liabilities Total Liabilities and Shareholders' equity 134,078 1,783 135,861 61...

  • Page 153
    BALANCE SHEET (EUR 000) 31 December 2011 of which: related parties % change Non-current assets Current assets Total Assets Shareholders' equity Total Shareholders' equity 137,129 829 137,958 65,055 65,055 6,136 4.5% 6,136 Non-current liabilities Current liabilities 20,509 52,395 2,382 35...

  • Page 154
    ... 2011 Interest earned /(expense) 21 (2) (9) (0) (63) 136 84 EUR 000 Tiscali Business Gmbh Tiscali Financial Services Sa Tiscali Gmbh Tiscali International BV Tiscali International Network BV Tiscali Italia S.p.A. Tiscali UK Holdings Ltd Total Group companies Reven ues - Cost s - Writedowns...

  • Page 155
    Other related parties Total Group companies and other related parties (334) (575) 84 4,878 4,357 (522) (20,587) 50

  • Page 156
    ... Business UK Ltd Tiscali Deutschland Gmbh Tiscali Finance Sa Tiscali Financial Services Sa Tiscali Gmbh Tiscali International BV Tiscali International Network BV Tiscali Italia S.p.A. Tiscali UK Holdings Ltd Tiscali Verwaltungs Gmbh Indoona S.r.l. Veesible S.r.l. Total Group companies Other related...

  • Page 157
    ... Business UK Ltd Tiscali Contact S.r.l. Tiscali Deutschland Gmbh Tiscali Finance Sa Tiscali Financial Services Sa Tiscali Gmbh Tiscali International BV Tiscali International Network BV Tiscali Italia S.p.A. Tiscali UK Holdings Ltd Tiscali Verwaltungs Gmbh Total Group companies Other related parties...

  • Page 158
    ...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 2000 (date on which the press release...

  • Page 159
    ... present in the financial statements. Tax assessments In 2003, the Dutch tax authorities notified WOL and the direct subsidiary Tiscali International BV with regard to the alleged non-payment of withholdings on remuneration and stock options acknowledged to a number of company executives. The total...

  • Page 160
    ...35,000 Board of Directors Renato Soru Chairman and Chief Executive Officer Other forms of remuneration 12,000 Gabriele Racugno Director Luca Scano Director Victor Uckmar Director Assunta Brizio Director Franco Grimaldi Director in office since 1 January 2012 until...

  • Page 161
    ...Other forms of Emoluments for Benefits Term of office office in kind remuneration 40,000 in office since 1 January 2012 until approval of the financial statements as at 31 December 2014 in office since 1 January 28,334 2012 until approval of the financial statements as at 31 December...

  • Page 162
    ... services provided by the independent auditing firm. Type of service Accounts auditing Party providing the services Reconta Ernst & Young S.p.A. (1) Fee (EUR 000) 267 Total 267 (1) Fees inclusive of the audit of the consolidated financial statements and the limited audit on the interim report...

  • Page 163
    ... Italian Legislative Decree No. 58 dated 24 February 1998: the adequacy in relation to the Company's characteristics; the effective application of the administrative and accounting procedures for the formation of the financial statements during 2012. Tiscali S.p.A. has adopted the Internal Control...

  • Page 164
    59

  • Page 165
    ... of the supply by 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. Data transmission system in which lots of data is...

  • Page 166
    ... code, a long distance national or international operator other than that with whom he/she has a network access subscription. SoHos, small medium and large businesses. Customers who subscribe to an offer intended for households. Narrowband internet connection by means of a normal telephone call...

  • Page 167
    ... the transmission capacity. Acronym for Metropolitan Area Network, a fibre optic network that extends across a metropolitan area and links a Core Network to an Access Network. GigaEthernet Home Network Hosting Incumbent IP IPTV IRU ISDN Internet Service Provider or ISP Leased lines MAN 62

  • Page 168
    ... or Shared. A Full type connection enables the use of the data service (broadband) in addition to voice traffic. A Shared kind of connection only enables the use of the data service (broadband). In a "shared access" service, the LLU operator (in ungrouped access) provides the ADSL services to the...

  • Page 169
    ... enables high speed connections to be made in a balanced way in both directions (transmission and reception). Service including only broadband data access, not combined with other multiplay components such as voice and IPTV services. Broadband access may be provided through LLU platforms, Wholesale...

  • Page 170
    ... and direct broadband transmission of TV signals and extra services, such as closed user groups; call waiting; reverse charging; call announcement and identification of the number called. The value added services provided over a network, from terminals or specialist centres include exchange services...

  • Page 171
    ...of a modem, uses the normal telephone twisted pair and transforms the traditional telephone line into a high speed digital connection for the transfer of data. ADSL, ADSL 2, and SHDSL etc. belong to this family of technologies. Service for connection to the internet at high speed wirelessly. Acronym...

  • Page 172
    ...OF THE ITALIAN CIVIL CODE To the shareholders' meeting of Tiscali Spa, During the financial year ended as at 31 December 2012, we performed the supervisory activities envisaged by law, in accordance with the standards of conduct for Boards of Statutory Auditors recommended by the Italian Accounting...

  • Page 173
    ... the corporate accounting documents on the Administrative and Accounting Set-up and on the Internal Audit System on Corporate Disclosure produced six-monthly; ii) the examination of the Internal Audit reports; iii) the dealings with management and with the audit body of the subsidiary Tiscali Italia...

  • Page 174
    ... Directors in their report on Corporate governance state that the Tiscali Group complies and conforms with the Code of Conduct for Italian listed companies, published in March 2006. Compliance with the legislation envisaged by the afore-mentioned Code has been effectively ascertained by this Board...

  • Page 175
    ... No. 39/10; (ii) the transparency report produced by the same pursuant to Article 18.1 of Italian Legislative Decree No. 39/10 as published on the website; (iii) the appointments granted to the same by Tiscali and by the other Group companies, the Board of Statutory Auditors does not believe that...

  • Page 176
    Tiscali S.p.A. Consolidated financial statements at 31 December 2012 Independent auditors' report pursuant to Articles 14 and 16 of Italian Legislative Decree No. 39 dated 27 January 2010 71

  • Page 177
    ... shareholders' equity and the related explanatory notes, of Tiscali S.p.A. and its subsidiaries ("Tiscali Group") as of and for the year ended 31 December 2012. Tiscali S.p.A.' s Directors are responsible for drafting the financial statements in compliance with the International Financial Reporting...

  • Page 178
    ... proceedings by the injured third parties. With regard to the settlement agreements reached in 2010 and 2011 between the Financial Institutions and the afore-mentioned associations and foundations, the Tiscali Group, also taking into account the specific insurance coverage taken out, is carrying out...

  • Page 179
    ... Decree No. 58/98, presented in the report on corporate governance and the ownership structure, are consistent with the consolidated financial statements of the Tiscali Group as of 31 December 2012. Milan, Italy, 5 April 2013 Reconta Ernst & Young S.p.A. Luca Pellizzoni (Partner) 2

  • Page 180
    Tiscali S.p.A. Financial statements at 31 December 2012 Independent auditors' report pursuant to Articles 14 and 16 of Italian Legislative Decree No. 39 dated 27 January 2010 3

  • Page 181
    ... "Assessment of the business as a going-concern and business outlook", Tiscali S.p.A. closed the statutory financial statements with a loss of EUR 3.1 million and shareholders' equity of EUR 61.9 million; it is the parent company of a Group (the "Tiscali Group") which closed 2012 with a consolidated...

  • Page 182
    ... the afore-mentioned negotiations underway with the Financial Institutions. The same 29 shareholders have confirmed their claims by means of letter dated 6 March 2013 and hypothesise legal action vis-Ã -vis WOL. With regard to these Date File Name Status Page 2 Annual Report as at 31 December 2012

  • Page 183
    ... in the report on corporate governance and the ownership structure, are consistent with the statutory financial statements of Tiscali S.p.A. as at 31 December 2012. Milan, Italy, 5 April 2013 Reconta Ernst & Young S.p.A. Luca Pellizzoni (Partner) Date - File Name Status Page 3 Annual Report as...