Tiscali 2012 Annual Report Download - page 100

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Annual financial report as at 31 December 2012
Date File Name Status Page
-
Annual Report as at 31
December 2012 100
31 December 2011 Book value Fair value
(EUR 000)
Secured bank loans 134,042 206,939
Unsecured bank loans 13,835 13,835
Payables for financial leases 58,649 49,901
The fair value of the financial instruments as indicated above was determined using the discounted
cash flow method and taking as reference the market interest rates, in addition to contractual spreads
(where applicable).
Stock options
There are no stock option or share incentive plans outstanding.
Disputes, contingent liabilities and commitments
During the normal course of its business, the Tiscali Group is involved in a number of legal and
arbitration proceedings, as well as being subject to tax assessments.
A summary of the main proceedings to which the Group is a party, is presented below.
Disputes
Vereniging van Effectenbezitters/ Stichting Van der Goen WOL Claims dispute
In July 2001, the Dutch association Vereniging van Effectenbezitters and the Stichting VEB-Actie WOL
foundation, which represent a group of around 10,000 former minority shareholders of World Online
International NV (hereinafter “WOL”), summonsed WOL (currently 99.5% owned by Tiscali) and the
financial institutions tasked with the stock market listing of the Dutch subsidiary, disputing, in
particular, the incomplete and incorrect nature, as per Dutch law, of certain information contained in
the WOL listing prospectus and of certain public statements made by WOL and its Chairman
immediately prior to and after the listing.
By means of provision dated 17 December 2003, the first level Dutch court deemed that in certain
press releases issued by WOL prior to 3 April 2000, sufficient clarity was not provided regarding the
declarations made public by its former chairman at the time of listing relating to his shareholding.
Consequently, WOL was held responsible vis-à-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 was issued, specifying the
effective shareholding held by the former chairman of WOL). WOL appealed against this decision,
citing the correctness of the information prospectus.
On 3 May 2007, the Amsterdam Court of Appeal partially amended the decision of the first level court,
deeming that the prospectus used at the time of listing was incomplete in some of its parts and that
WOL should have corrected 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.