Tiscali 2012 Annual Report Download - page 33
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Annual financial report as at 31 December 2012
Date File Name Status Page
-
Annual Report as at 31
December 2012 33
via Cuccureddus S.r.l. 33,112,352 1.78%
The remaining 82.21% of the share capital is held by the market. The Company is not aware of the
existence of any shareholders’ or other similar agreements.
Warrants
The shareholders’ meeting held on 30 June 2009, resolved the issue of warrants, together with the
share capital increase. In the light of the execution of the above mentioned increase, in November
2009, the Company issued 1,799,819,371 warrants. Warrant holders are entitled to subscribe ordinary
shares of the Company at the ratio of 1 conversion share for every 20 warrants exercised at the price
of EUR 0.80 per conversion share. Currently 415,580 warrants have been exercised and 20,779
shares have been issued against a share capital increase of EUR 16,623.20. The warrants can be
exercised until 15 December 2014 in accordance with the Tiscali S.p.A. 2009-2014 Warrant
Regulations which can be found in the “Shares” section on the website at www.tiscali.com.
Share Based Incentive Plans
On 3 May 2012, the share capital increase serving the Stock Option Plan resolved by the
shareholders’ meeting on 3 May 2007, expired without being exercised; therefore, to-date there are no
incentive plans and none are envisaged.
Authorised increases pursuant to Article 2443 of the Italian Civil Code
To-date, there are no authorised increases; in fact, on 30 June 2012 the authorisation to increase the
share capital as per the shareholders’ resolution dated 30 June 2009, expired without being exercised.
This resolution had granted the Board of Directors the faculty to increase the share capital against
payment, in one or more tranches, over a maximum period of three years, up to a maximum amount of
EUR 25 million if a specific indemnity benefiting the Talk Talk Group, purchaser of the Group’s UK
activities, had been paid.
Shareholders’ agreements
No shareholders’ agreements exist as of the date of this report, as far as the Company is aware.
Amendments to significant company agreements following the change of control.
In the case of a change of control in the Company or some of the Group companies significant in
accordance with the loan agreements with the Senior Lenders, the amendment of the these loan
agreements is envisaged. In particular the 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.