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Annual financial report as at 31 December 2013
Date
File Name
Status
Page
-
Annual Report as at 31
December 2013
1
Tiscali Group
Annual financial report as at 31 December 2013
_____________________
Issue date: 31 December 2013
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 92,022,830.47
Cagliari Companies’ Register and VAT No. 02375280928 Econ. & Admin. Roster No. 191784

Table of contents

  • Page 1
    ... 2013 Tiscali Group Annual financial report as at 31 December 2013 _____ Issue date: 31 December 2013 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 92,022,830.47 Cagliari Companies' Register...

  • Page 2
    ... 4.2 Corporate Governance structure ...32 4.3 Disclosure on compliance with the recommendations contained in the Code of Conduct for Listed Companies ...36 4.4 Internal checking relating to accounting and financial information ...47 4.5 Organisation, management and control model pursuant to Italian...

  • Page 3
    ... the effect of the application, as from 1 January 2013 (retrospectively), of the new revised IAS 19 accounting standard (employee benefits); for further details please see the section "Form and content of the accounting statements". Date - File Name Status Page 3 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 4 Annual Report as at 31 December 2013

  • Page 5
    Annual financial report as at 31 December 2013 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 2013 Report on Operations Date - File Name Status Page 6 Annual Report as at 31 December 2013

  • Page 7
    ... and business customers: internet access through DSL, Voice, VoIP, media, added-value services, communication and Over The Top services. In addition, Tiscali is active in the digital media and on-line advertising segment via its www.tiscali.it portal and other web properties which are marketed by...

  • Page 8
    ... recording vis-Ã -vis any fixed device (PC and MAC) or mobile device. After the success of the consumer version, in 2012 the Company launched a version addressing the business segment (in particular public institutions / media). Istella is a search engine for the Italian web, which is not intended...

  • Page 9
    ... 2013, AGCOM focused on the following macro-areas of intervention: regulatory framework of the wholesale access services and sales of dedicated capacity circuits; fixed network interconnection tariffs; quality of the ADSL services; surveys on the sector of internet and on-line advertising services...

  • Page 10
    ... fact, the Authority has expertise in the field of competition protection also as far as media type services are concerned, which in the ecosystem of audio-visual communications intertwine with issues of informative pluralism and equality. Date - File Name Status Page 10 Annual Report as at 31...

  • Page 11
    ...financial report as at 31 December 2013 3.3 Tiscali shares Tiscali shares have been listed on the Italian Stock market (Milan: TIS) since October 1999. At 31 December 2013, market capitalization came to around EUR 79,672,148 million, calculated on the value of EUR 0.0428 per share as at that date...

  • Page 12
    ... maximum price of EUR 0.0483 for the period was recorded on 25 November 2013 and the minimum of EUR 0.0354 on 26 July 2013. Trading volumes stood at a daily average of about 17.2 million items, with a daily average trade value of EUR 0.7 million. Date - File Name Status Page 12 Annual Report as...

  • Page 13
    ...linking the Italian domains with particular care. Tiscali S.p.A.: 2012 draft financial statements approved On 29 March 2013, Tiscali's Board of Directors approved the 2012 draft financial statements. On 30 April 2013, Tiscali S.p.A.'s ordinary shareholders' meeting, held in Cagliari in sole calling...

  • Page 14
    ... reached with Telecom Italia Mobile (MVNO). The Group offers its products to consumer and business customers on the Italian Market, mainly via five business lines: (i) "Access", in Broadband modes (LLU, Bitstream), inclusive of VoIP and mobile telephone services (so-called MVNO); (ii) Narrowband...

  • Page 15
    ... plan aimed at creating stable economic and financial balance conditions. For further information please refer to section 3.7 " Evaluation of the company as a going-concern and future outlook". Risks associated with fluctuations in interest and exchange rates The Tiscali Group operates essentially...

  • Page 16
    ... Result (EBITDA) Write-downs of receivables from customers Gross Operating Result (EBITDA) Restructuring costs, provisions for risk reserves and write-downs Amortisation/depreciation Operating result (EBIT) Net financial income (charges) Pre-tax result Date - Annual Report as at 31 December 2013

  • Page 17
    ... recorded in 2012. During 2013, amounts were set aside for restructuring charges for EUR 3.4 million. These are mainly professional costs provided for in the presence of the reorganisation of the Group and the restructuring of senior debt (for EUR 1.3 million), as well as charges relating to the...

  • Page 18
    Annual financial report as at 31 December 2013 Operational income statement - Group (EUR mln) 2013 2012 Restated* 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 ...

  • Page 19
    Annual financial report as at 31 December 2013 Revenues by business segment Fig. 3 - Breakdown of revenues by business line and access mode Source: Tiscali Access The segment in question, which includes revenues from Internet access services via broadband (ADSL) and narrowband (dial-up), the flat...

  • Page 20
    ... Dual play customers 357.9 43.3 366.7 31 December 2012 479.1 344.8 39.0 347.9 ADSL customers The LLU network coverage at 31 December 2013 amounted to 688 sites. Voice The Voice segment includes traditional telephone and wholesale services. During 2013, there was an increase in revenues relating...

  • Page 21
    ... of EUR 9.3 million (4.2% of revenues), with respect to the balance in the same period of 2012, a loss of EUR 0.1 million. The Group's net result was a loss of EUR 4.8 million, compared with a loss in 2012 of EUR 15.8 million. Date - File Name Status Page 21 Annual Report as at 31 December 2013

  • Page 22
    ... fixed assets during 2013. Investments, amounting to around EUR 24.8 million, essentially refer to the extension and development of the network, IT services and the connection and activation of new ADSL customers, as well as the purchase of machinery for the new Istella and Indoona projects. Current...

  • Page 23
    ...of financial payables, the current portion of the Sa Illetta Sale and Lease back payable, payables to suppliers, together with accrued expenses pertaining to the purchase of access services and line rental. In particular, it is pointed out that the liability for the GFA due to Financing Institutions...

  • Page 24
    ... the debt due to Senior Lenders; (4) Essentially includes the short-term portion of the Sale and Lease Back - Sa Illetta payable; (5) Essentially includes the long-term portion of the Sale and Lease Back - Sa Illetta payable; Date - File Name Status Page 24 Annual Report as at 31 December 2013

  • Page 25
    ... part of the debt, implemented action with the aim of achieving economic, equity and financial balance over the long term, and launching a phase of recovery for the sales activities, which has been reflected in the business and financial plan. Date - File Name Status Page 25 Annual Report as at...

  • Page 26
    ...tendency for prices to drop. In the presence of such factors (and other collateral ones such as the progressive replacement of the fixed lines with mobile ones, the increasing weight of the costs linked to customer service, the establishment of the so-called Over-The-Top products), Tiscali, like the...

  • Page 27
    ... few months of 2013, the Company - also in the interests of the other Tiscali Group companies - made a number of preliminary assessments and launched the first negotiations with said financing institutions as per the GFA so as to reschedule the debt; Date File Name Status Page 27 Annual Report as...

  • Page 28
    ... transaction proposed in the last draft of the Term Sheet. This up-date of the plan, which takes into account both the results for 2013 and the first few months of 2014, does not differ with regard to the essential strategic lines from the plan approved on 29 March 2013 Date File Name Status Page 28...

  • Page 29
    ... growing trend in the telecommunications services customer base; updated the 2014-2018 financial and business plan having taken into account the results for 2013 and the first few months of 2014, on a consistent basis with the envisaged debt restructuring transaction deriving from the GFA; continued...

  • Page 30
    ... member of the Board of Directors of Tiscali S.p.A. from 21 December 2009 to January 2010. Income statement and balance sheet transactions with related parties are detailed in the section "Related Party transactions" in the explanatory notes to the 2013 financial statements. Date File Name Status...

  • Page 31
    ... for the applicat ion of the legislative and regulatory provisions. Cagliari, Italy, 13 June 2014 The Chief Executive Officer The Executive appointed to draw up the corporate accounting documents Renato Soru Pasquale Lionetti Date - File Name Status Page 31 Annual Report as at 31 December...

  • Page 32
    ... Corporate Governance system and on compliance with the Code's recommendations (as defined below). This report shall be made available to the shareholders at least 21 days before the shareholders' meeting for the approval of the annual financial statements and published in the "Investor Relations...

  • Page 33
    Annual financial report as at 31 December 2013 correctly handling business risks and potential conflicts of interest which may occur between Directors and shareholders, majorities and minorities and between the various stakeholders. Adopted model In relation to the system of management and control,...

  • Page 34
    ... Supervisory Body will remain in office until approval of the financial statements as of 31 December 2014 and carries out supervisory functions also for the subsidiaries Tiscali Italia SpA and Veesible Srl. Lead Independent Director Date File Name Status Page 34 Annual Report as at 31 December 2013

  • Page 35
    ...the 2014 annual financial statements. Director in charge of the internal audit and risk management system In line with the matters recommended by the Code of Conduct for listed companies, during the board meeting held on 15 May 2012, the Director Luca Scano was appointed as the Director in charge of...

  • Page 36
    ... and monitoring body for Company Activities, as set out in the Company's Articles of Associations and implemented in corporate codes of practice, are largely consistent with what is laid down by Article 1 of the Code. Date - File Name Status Page 36 Annual Report as at 31 December 2013

  • Page 37
    ...the members of the Board ensures the appointment of at least one director taken from the list which has obtained the second greatest number of votes and which is not in any way associated with the shareholders who have presented or voted for said list. Date File Name Status Page 37 Annual Report as...

  • Page 38
    ... "governance" section of the website, the Company publishes the professional résumés of its Directors, so that the shareholders and investors can assess the professional experience and the authoritativeness of the Board members. Date File Name Status Page 38 Annual Report as at 31 December 2013

  • Page 39
    ... 31 December 2013 Board meetings The Board of Directors meets regularly and in any event at the time of the approval of the quarterly reports, the half year report and the draft annual financial statements. It is consolidated practice that also outside executives and consultants are called to take...

  • Page 40
    ... of the Group's senior debt, resolved to postpone the approval of the draft financial statements as at 31 December 2013 and the calling of the related shareholders' meeting. During the meeting held on 29 April 2014, the Board then resolved to postpone the approval of the quarterly report as at...

  • Page 41
    ... by current legislation. Pursuant to the aforementioned Article 11 (Board of Directors), the lists containing the proposals for appointment to the office of Director must be filed at the Company's registered office at least twentyfive days prior to the date envisaged for the Shareholders' Meeting...

  • Page 42
    Annual financial report as at 31 December 2013 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 suggested in application criteria 3 of Article 9 of the Code, ...

  • Page 43
    ..., and in general makes general recommendations regarding the remuneration of the executives with strategic responsibility for the Group, aids the Board of Directors in the preparation and implementation of any remuneration plans Date File Name Status Page 43 Annual Report as at 31 December 2013

  • Page 44
    ... cases of termination of the business relationship with the General Manager of Tiscali Italia S.p.a. Luca Scano were discussed and approved, submitting them therefore to the Board of Directors, as more fully described in the 2013 Report on Remuneration. All the members took part in all the Committee...

  • Page 45
    ... the up-dating, disclosure and application of the Group's "Organisation, management and control model" pursuant to Italian Decree Law No. 231/2001; drawing up of the 2013 audit plan, in particular with the checking of the procedures overseeing the contract system and activation of the customers, the...

  • Page 46
    ... nature in favour of Group companies that are for significant amounts; reporting to the Board of Directors on tasks performed and on the adequacy of the internal audit system, at least once every six months on approval of the annual and half-year reports; performing additional tasks as assigned...

  • Page 47
    Annual financial report as at 31 December 2013 4.4 Internal checking relating to accounting and financial information Introduction The Internal Audit System on company information must be understood as a process which, as it involves several company functions, provides reasonable assurances about...

  • Page 48
    ...Reporters within the Tiscali Group, arranging to gather, check, assemble, and monitor the information received from the latter. The Consolidated Accounts Function cooperates with the Executive in charge with regard to the documentation of the accounting processes and their related updating over time...

  • Page 49
    ...with shareholders and institutional investors. The Investor relations office arranges, amongst other things, the wording of press releases and in accordance with the type of communiqué, it carries out the internal approval procedure jointly with the Legal and Company Affairs department. Furthermore...

  • Page 50
    Annual financial report as at 31 December 2013 The Directors, Statutory Auditors and top management of Tiscali and its subsidiaries are obliged to observe the confidentiality of the documents and information acquired during their activities. Any dealings between these parties and the press or other...

  • Page 51
    Annual financial report as at 31 December 2013 Tiscali S.p.A. Consolidated financial statements at 31 December 2013 Date - File Name Status Page 51 Annual Report as at 31 December 2013

  • Page 52
    Annual financial report as at 31 December 2013 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 53
    ...the effect of the application, as from 1 January 2013 (retrospectively), of the new revised IAS 19 accounting standard (employee benefits); for further details please see the section "Form and content of the accounting statements". Date - File Name Status Page 53 Annual Report as at 31 December...

  • Page 54
    ... from customers Other receivables and other current assets Other current financial assets Cash and cash equivalents Assets held for sale Total Assets Share Capital and reserves Share Capital Results from previous periods and Other reserves Result pertaining to the Group Group shareholders' equity...

  • Page 55
    ... financial report as at 31 December 2013 Provisions for risks and charges 27 1,863 64,097 2,458 193,831 Current liabilities Payables to banks and other lenders Payables for financial leases Payables to suppliers Other current liabilities Liabilities directly related to assets held for sale...

  • Page 56
    ... (25,514) (26,027) 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 OIC reserve Changes in shareholders' equity (8,972) 2,554 (924...

  • Page 57
    ... the effect of the application, as from 1 January 2013 (retrospectively), of the new revised IAS 19 accounting standard (employee benefits); for further details please see the section "Form and content of the accounting statements". Date File Name Status Page 57 Annual Report as at 31 December...

  • Page 58
    Annual financial report as at 31 December 2013 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 services materials and outsourced 3 4 5 6 7 13-14 1 2 2013 2012 ...

  • Page 59
    ...) 22 (151,896) 92,020 (223,395) (15,844) (147,219) 23 (151,896) (147,219) Total Shareholders' equity Non-current liabilities Payables to banks and to other lenders Payables for financial leases Date - 24 24 File Name () 53,742 Status 122,711 58,618 Page 59 Annual Report as at 31 December 2013

  • Page 60
    ... and future outlook Events and uncertainties regarding the business continuity The Tiscali Group closed the financial statements at 31 December 2013 with a consolidated loss of EUR 4.8 million and negative consolidated shareholders' equity of EUR 151.9 million. Furthermore, as Date File Name Status...

  • Page 61
    ...tendency for prices to drop. In the presence of such factors (and other collateral ones such as the progressive replacement of the fixed lines with mobile ones, the increasing weight of the costs linked to customer service, the establishment of the so-called Over-The-Top products), Tiscali, like the...

  • Page 62
    ...to financial debt deriving from the loan agreement taken out by the Group companies on 2 July 2009 ("Group Facility Agreement" or "GFA"), both in terms of principal and interest. As envisaged by the GFA and reflected in the financial plan, during 2013 the Group made payments to the related financing...

  • Page 63
    ... rescheduling of the debt and the re-wording of the financial covenants currently envisaged by the GFA in line with the Group performances envisaged in the new financial and business plan; Date File Name Status Page 63 ï,· ï,· ï,· ï,· ï,· ï,· ï,· ï,· ï,· Annual Report as at 31 December 2013

  • Page 64
    ... financial debt; the Board of Directors, during the meeting held on 13 June 2014, approved the updated version of the 2014-2018 business plan, hypothesising a restructuring of the debt in line with the restructuring transaction proposed in the last draft of the Term Sheet. This up-date of the plan...

  • Page 65
    ... statements as at 31 December 2013 were adapted following the enforcement of IAS 1 - "Presentation of Financial Statements" reviewed in 2007. This standard lays down new names for the various financial statements schedules, namely: Date File Name Status Page 65 Annual Report as at 31 December...

  • Page 66
    ... and report the results of operating segments according to the "management approach", i.e., according to methods used by management for internal reporting to assess performance and allocate resources to the various segments. Date File Name Status Page 66 Annual Report as at 31 December 2013

  • Page 67
    ... internal segment reporting exist. The new operating segments identified using the management approach logic are as follows Italy (BTC and BTB connectivity); Veesible (Media & Advertising); Corporate and other business (minor Italian companies and corporate activities). Assets held for sale...

  • Page 68
    ... and contingent liabilities over the cost of acquisition of the associate at the date of acquisition is booked to the income statement in the financial year of acquisition. The consolidated financial statements include the Date File Name Status Page 68 Annual Report as at 31 December 2013

  • Page 69
    ... on the result and the total shareholders' equity. Changes in the consolidation area The consolidation area of the Group includes the financial statements of Tiscali S.p.A. (parent company) and the companies the latter directly or indirectly controls starting from the date on which it was acquired...

  • Page 70
    ... future cash flows 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 Date File Name Status Page 70 Annual Report as at 31 December 2013

  • Page 71
    ... Computer software - Development costs Acquired computer software licenses are capitalised and included among intangible assets at purchase cost and are amortised on a straight-line basis over their estimated useful lives. Date - File Name Status Page 71 Annual Report as at 31 December 2013

  • Page 72
    ... months. IRU The IRU are classified in the category "concessions and similar rights" and comprise costs sustained for the purchase of long-term rights of use for the fibre optics network, i.e. the 'transmission capacity' and related charges. Amortisation is calculated using the straight-line method...

  • Page 73
    ... of property, plant and machinery are calculated as the difference between sales revenue and net book value and are booked to the income statement for the year. Assets held under finance lease Leases are classified as financial leases if all the risks and benefits of ownership are transferred to...

  • Page 74
    ..., the impairment is recorded in the income statement for financial assets valued at cost or at amortized cost, while for "financial assets available for sale", the matters already illustrated above should be referred to. Date - File Name Status Page 74 Annual Report as at 31 December 2013

  • Page 75
    ... of the new IAS 19 accounting standards on the income statement and balance sheet results included for comparative purposes in this Annual financial report are as follows: ï,· since the corridor approach is not applicable, all the actuarial gains and losses are recognised directly under shareholders...

  • Page 76
    Annual financial report as at 31 December 2013 (EUR 000) Non-current assets Intangible assets Property, plant and equipment Other financial assets Current assets Inventories Receivables from customers Other receivables and other current assets Other current financial assets Cash and cash ...

  • Page 77
    ... relating to other financial periods are recorded under other current liabilities as deferred income. Financial income and charges Interest received and paid, including interest on bond issues, is recognised using the effective interest rate method. Date File Name Status Page 77 Annual Report...

  • Page 78
    Annual financial report as at 31 December 2013 Research and advertising costs Research and advertising costs are charged directly to the income statement in the period they are incurred. Taxes Income taxes include all the taxation calculated on the taxable income of Group companies. The tax ...

  • Page 79
    ... for customer activation (Subscriber Acquisition Costs - SACs) were capitalised and amortised over a period of 36 months. Losses in value on assets (Impairment) The impairment test is carried out annually or more frequently during the financial year, as disclosed in the preceding section, 'Business...

  • Page 80
    Annual financial report as at 31 December 2013 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 advisors, concerning the charges that are ...

  • Page 81
    ...if the spare parts and equipment satisfy the requisites for being classified as " Property, plant and equipment" they must be recognised and valued according to IAS 16, otherwise they must be recognised and valued as inventories; Date File Name Status Page 81 - Annual Report as at 31 December 2013

  • Page 82
    ... of the new IFRS 10 and 12, IAS 28 was renamed "Investments in associates and joint ventures" and describes the application of the shareholders' equity method for inve stments in jointly-controlled companies, in Date File Name Status Page 82 ï,· ï,· ï,· ï,· Annual Report as at 31 December 2013

  • Page 83
    ...the first-time application of IFRS 9 has on the classification and measurement of the financial instruments. These amendments have not yet been approved by the European Union. ï,· ï,· ï,· ï,· ï,· ï,· ï,· Revenues (note 1) (EUR 000) Date File Name 2013 Status Page 83 2012 Annual Report as...

  • Page 84
    ... via the Sale and lease back transaction on the Cagliari headquarters (Sa Illetta). Purchase of materials and outsourced services (note 3) (EUR 000) Line/traffic rental and interconnection costs Costs for use of third party assets Portal services Marketing costs Other services Total 2013 76,839...

  • Page 85
    Annual financial report as at 31 December 2013 Total Payroll and related costs are essentially in line with the previous year . 34,627 34,377 At 31 December 2013, the Tiscali Group had 898 employees. The breakdown by category and the corresponding balance at 31 December 2012 are presented below....

  • Page 86
    ...legal and tax advice) relating to the restructuring of the Group's senior debt and the winding up of the foreign companies; provision for the settlement of a prior dispute, relating to the IPO of the subsidiary World On Line BV, for EUR 1.8 million. Date - File Name Status Page 86 Annual Report...

  • Page 87
    ...business tax) and IRES (company earnings' 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 nil as of 31 December 2013. Date File Name Status Page 87 Annual Report...

  • Page 88
    ... 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 1.5% The cost of the capital was estimated considering the calculation criteria provided by the CAPM (Capital Asset Pricing Model). In particular in the...

  • Page 89
    ... 185,273 NET VALUE 31 December 2012 1 47,763 22,884 1,183 1,018 31 December 2013 42,767 23,504 821 700 The intangible fixed assets mainly concern the operating subsidiary Tiscali Italia S.p.A. and are analysed as follows. Date File Name Status Page 89 72,849 67,792 Annual Report as at 31 December...

  • Page 90
    .... The item Broadband service activation costs, equalling EUR 23.5 million, includes EUR 16.5 million for the acquisition and activation costs of customers concerning the ADSL service. Other intangible fixed assets, amounting to EUR 0.8 million include investments relating to the MVNO project for EUR...

  • Page 91
    Annual financial report as at 31 December 2013 The tangible fixed assets mainly concern the operating subsidiary Tiscali Italia S.p.A. and are analysed as follows. The item "Properties", amounting to EUR 48.7 million, mainly relates to the Cagliari headquarters (Sa Illetta), which was subject to a ...

  • Page 92
    ... from the sale 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...

  • Page 93
    ...) (35,977) (14,636) 12,751 (22,092) (26,330) 42,100 (20,207) The item provisions and uses includes the write-down made during the current years and the uses for the write-off of the credit positions no longer recoverable. Date - File Name Status Page 93 Annual Report as at 31 December 2013

  • Page 94
    ...(15,844) (147,219) Changes in the various shareholders' equity items are detailed in the relevant table. At 31 December 2013, the share capital amounted to EUR 92 million corresponding to 1,861,498,780 ordinary shares lacking par value. Date File Name Status Page 94 Annual Report as at 31 December...

  • Page 95
    ... 9,542 95 15,964 11,558 122,711 58,618 181,329 192,887 The table above has been drawn up in light of Consob Communication No. DEM/6064293 dated 28 July 2006. Date - File Name Status Page 95 Annual Report as at 31 December 2013

  • Page 96
    ... the loan agreement signed on 2 July 2009 following the Group debt restructuring ("Group Facilities Agreement " - or GFA); amounts for financial leasing contracts mainly in relation to the sale and lease back agreement stipulated for the Cagliari office (Sa Illetta). Payables to banks Current bank...

  • Page 97
    ...: the "Sales & Lease Back" financial lease on t he Sa Illetta property, head offices of the company, whose debt at the date of the financial statements amounted to Euro 57.6 million; other financial leases for a total of Euro 0.4 million. - Date - File Name Status Page 97 Annual Report as at...

  • Page 98
    Annual financial report as at 31 December 2013 Assets under financial leases are recorded under fixed assets in accordance with the applicable international accounting standards, as shown in the table below. (EUR 000) Minimum payments due 31 December 2013 31 December 2012 Current value of ...

  • Page 99
    Annual financial report as at 31 December 2013 Payments envisaged by the operating lease contracts are indicated below: (EUR 000) Minimum payments due for leasing Total 31 December 2013 31 December 2012 3,266 3,266 2,698 2,698 Total commitments relating to payments due for operating lease ...

  • Page 100
    ...December 2012* 3,371 1,361 4,732 (EUR 000) Payables to suppliers Other payables Total 31 December 2013 1,935 1,411 3,346 Payables to suppliers are mainly represented by the medium/long-term portion of the debt contracted for the purchase of the rights to use the fibre optic network ("Indefeasible...

  • Page 101
    ... Method for companies with at least 50 employees, and the Projected Unit Credit Cost - service pro rate for the other companies, in accordance with the following stages: on the basis of a series of financial hypotheses (increase in living cost, remuneration, etc.), the possible future performances...

  • Page 102
    ... 143.7 million, essentially includes bank debts owed by the Italian subsidiary Tiscali Italia S.p.A. (EUR 11.9 million) and Tiscali UK Holding for EUR 131.8 million (entire amount of the Senior loan, see note 24 for details). Payables for financial leases Payables for financial leases, amounting to...

  • Page 103
    ... 2013 31 December 2012 3,337 38,837 26,417 68,592 3,163 37,133 22,450 62,746 Accrued expenses refer to charges for staff and costs for professional consultancy. Deferred income mainly refers to: the capital gain on disposal relating to the Sale & Lease back transaction on the Sa Illetta property...

  • Page 104
    ...payables Bank account overdrafts Book value Outgoing cash flows less than 1 year between 1 and 5 years more than 5 years 132,253 58,713 155,819 6,327 146,286 64,746 155,819 6,327 8,625 1,145 151,087 6,327 137,661 30,013 4,732 33,588 Date - File Name Status Page 104 Annual Report as at...

  • Page 105
    ....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 Date File Name Status Page 105 Annual Report as at 31 December 2013

  • Page 106
    ... and the financial institutions tasked with the listing of said WOL. Having also taken into account the opinion of their Dutch legal advisors, the directors believe that the risk of losing is not probable. (*) Information added on 19 June 2014. Date - File Name Status Page 106 Annual Report as...

  • Page 107
    Annual financial report as at 31 December 2013 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. ...

  • Page 108
    ... reporting is presented on the basis of the following segments: Italy (BTC and BTB connectivity); Veesible (Media & Advertising); Other countries; Corporate. The income statement and balance sheet figures relating to 2012 have been re-aggregated following the new logic implemented in 2013. Income...

  • Page 109
    Annual financial report as at 31 December 2013 Income statement as at 31 December 2012 31 December 2012 (EUR 000) Italy Veesible Other Corporate HFS/ Discontinued Cancellation adjustments Total Revenues From third parties Intra-group Total revenues Operating result Portion of results of ...

  • Page 110
    Annual financial report as at 31 December 2013 31 December 2012 (EUR 000) Italy Veesible Other Corporate HFS/ Discontinued Cancellation adjustments Total Assets Segment assets Equity investments carried at equity Equity investments in other companies Goodwill Total consolidated assets 239,...

  • Page 111
    ... atypical and/or unusual transactions, as defined by said Communication. Transactions with related parties Dealings with non-consolidated Group companies The Group has no significant dealings with non-consolidated companies. Date - File Name Status Page 111 Annual Report as at 31 December 2013

  • Page 112
    ... Italia S.p.A. in 2013 in relation to the performance of their functions, in the parent company and other consolidated subsidiaries, is presented below: (EUR 000) Directors Statutory Auditors Total remuneration 2013 721 206 927 2012 723 207 930 Date - File Name Status Page 112 Annual Report...

  • Page 113
    ...area is presented below. Company name Tiscali S.p.A. Tiscali Italia S.p.A. Veesible S.r.l. Indoona S.r.l. Istella S.r.l. Tiscali Holdings UK Ltd Tiscali Finance SA (in liquidation) Tiscali Financial Services SA Tiscali Deutschland Gmbh Tiscali GmbH Tiscali Verwaltungs Gmbh World Online International...

  • Page 114
    Annual financial report as at 31 December 2013 List of equity investments in other companies recognised under other non-current financial assets. Mix S.r.l. Janna S.c.p.a. Cosmolab Consortium Tiscali Poland Sp Z.O.O. Italy Italy Italy Poland Date - File Name Status Page 114 Annual Report as at...

  • Page 115
    ... inclusive of the audit of the consolidated financial statements and the limited audit on the interim report. Cagliari, Italy, 13 June 2014 The Chief Executive Officer The Executive appointed to draw up the corporate accounting documents Renato Soru Pasquale Lionetti Date - File Name Status...

  • Page 116
    ..., together with a description of the main risks and uncertainties. Cagliari, Italy, 13 June 2014 The Chief Executive Officer The Executive appointed to draw up the corporate accounting documents Renato Soru Pasquale Lionetti Date - File Name Status Page 116 Annual Report as at 31 December...

  • Page 117
    Annual financial report as at 31 December 2013 Tiscali S.p.A. financial statements as at 31 December 2013 Date - File Name Status Page 117 Annual Report as at 31 December 2013

  • Page 118
    ... write-downs included restructuring charges relating to the restructuring process for the senior debt and to the closure and winding up of the German companies as well as the write-down of amounts due from the UK subsidiary. Date - File Name Status Page 118 Annual Report as at 31 December 2013

  • Page 119
    ... by financial receivables due to Group companies. Current assets Current assets include "Receivables from customers" for EUR 4 million and "Other receivables and other current assets" for EUR 0.6 million essentially relating to tax receivables, accrued income and prepayments on services. Liabilities...

  • Page 120
    ...892) (35,695) (4,245) (4,245) (38,037) (4,816) (4,816) (40,511) Other current financial payables relate mainly to financial payables to the subsidiary Tiscali International B.V., a sub-holding company of the Tiscali Group. Date - File Name Status Page 120 Annual Report as at 31 December 2013

  • Page 121
    Annual financial report as at 31 December 2013 Tiscali S.p.A. Accounting Statements and Explanatory Notes Date - File Name Status Page 121 Annual Report as at 31 December 2013

  • Page 122
    ... of equity investments carried at equity Net financial income (charges) Pre-tax result Income taxes Result from operating activities (on-going) Result from assets disposed of and/or destined for disposal Result for the year Date - File Name Status Page 122 Annual Report as at 31 December 2013

  • Page 123
    ... plans Total other components of comprehensive income: Total statement of comprehensive income result Attributable to: Shareholders of the parent company Minority shareholders (814) (3,115) (814) (814) (3,115) (3,115) Date - File Name Status Page 123 Annual Report as at 31 December 2013

  • Page 124
    Annual financial report as at 31 December 2013 7.3 Statement of financial position (EUR) Non-current assets Intangible assets Property, plant and equipment Equity investments Other financial assets Current assets Receivables from customers Other receivables and other current assets Cash and cash ...

  • Page 125
    Annual financial report as at 31 December 2013 7.4 Statement of changes in shareholders' equity (EUR) (EUR) Balance at 1 January 2012 Share Capital 92,019,488 26 Legal reserve 90,734 Stock option reserve - Loss coverage reserve 6,401,340 Other reserves (3,522,413) Accumulated losses and ...

  • Page 126
    Annual financial report as at 31 December 2013 7.5 Cash flow statement 31 December 2013 31 December 2012 CASH FLOW STATEMENT (EUR) OPERATIONS Result from operating activities Adjustments for: Depreciation of tangible assets Amortisation of intangible assets Receivable write-down provision Release...

  • Page 127
    ...tendency for prices to drop. In the presence of such factors (and other collateral ones such as the progressive replacement of the fixed lines with mobile ones, the increasing weight of the costs linked to customer service, the establishment of the so-called Over-The-Top products), Tiscali, like the...

  • Page 128
    ... financial debt deriving from the loan agreement taken out by the Group companies on 2 July 2009 ("Group Facility Agreement" or "GFA"), both in terms of principal and int erest. As envisaged by the GFA and reflected in the financial plan, during 2013 the Group made payments to the related financing...

  • Page 129
    ...the Company therefore drew up and sent to all the financing institutions as per the GFA two different drafts of a Term Sheet containing the main terms and conditions of a new proposal for a debt restructuring Date File Name Status Page 129 ï,· ï,· ï,· ï,· ï,· Annual Report as at 31 December 2013

  • Page 130
    ... financial debt; the Board of Directors, during the meeting held on 13 June 2014, approved the updated version of the 2014-2018 business plan, hypothesising a restructuring of the debt in line with the restructuring transaction proposed in the last draft of the Term Sheet. This up-date of the plan...

  • Page 131
    ... growing trend in the telecommunications services customer base; updated the 2014-2018 financial and business plan having taken into account the results for 2013 and the first few months of 2014, on a consistent basis with the envisaged debt restructuring transaction deriving from the GFA; continued...

  • Page 132
    Annual financial report as at 31 December 2013 The 2013 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 ...

  • Page 133
    ..." items and are recorded 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 payables are stated at amortised cost using the Date File Name Status Page 133 Annual Report as at 31 December 2013

  • Page 134
    Annual financial report as at 31 December 2013 effective interest rate method, calculated considering the issue costs and any other premium or discount envisaged on settlement. Liabilities for pension obligations and staff severance indemnities Defined benefit schemes (as classified by IAS 19), in ...

  • Page 135
    Annual financial report as at 31 December 2013 Remuneration schemes involving interests in the share capital The Group has assigned certain members of senior management and employees additional benefits via plans for interests in the share capital (stock option plans). These plans expired on 3 May ...

  • Page 136
    Annual financial report as at 31 December 2013 assumptions contained therein are reached. Some of these variables are beyond the 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 ...

  • Page 137
    ... to present additional comparative disclosure. In detail, it specifies that a company must present a third balance sheet at the start of the previous year in addition to the minimum comparative disclosure schedules required if: Date File Name Status Page 137 Annual Report as at 31 December 2013

  • Page 138
    ... last set of annual financial statements presented. ï,· ï,· The Company has decided not to avail itself of the faculty, where envisaged, of going ahead with early adoption of other international accounting standards, interpretations and amendments to the same, issued and approved, but whose date...

  • Page 139
    ...the European Union. IFRS 9 - Financial Instruments (issued in November 2009 and October 2010) and subsequent amendments (issued in December 2011 and November 2013) - IFRS 9 will ultimately replace IAS ï,· ï,· ï,· ï,· ï,· ï,· Date - File Name Status Page 139 Annual Report as at 31 December...

  • Page 140
    ... to IFRS 9 so as to clarify the effects which the first-time application of IFRS 9 has on the classification and measurement of the financial instruments. These amendments have not yet been approved by the European Union. Date - File Name Status Page 140 Annual Report as at 31 December 2013

  • Page 141
    ... (note 2) Costs for the purchase of materials and outsourced services amount to EUR 1.2 million and essentially include (EUR 0.6 million) the costs incurred for legal advice, tax advice as well as other general expenses. Date - File Name Status Page 141 Annual Report as at 31 December 2013

  • Page 142
    ... senior debt and for the closure and winding up of the German companies and the write-off of liabilities. The other write-downs refer by contrast to the credit positions vis-Ã -vis the UK subsidiary deemed as unrecoverable. Date - File Name Status Page 142 Annual Report as at 31 December 2013

  • Page 143
    ...Net financial charges, disclosing a negative balance of EUR 1.7 million, refer mainly for EUR 0.9 million to the interest on the GFA debt allocated to the parent company Tiscali S.p.A.. Income taxes (note 7) EUR 000 Current taxes Prepaid taxes Other taxes Net taxes for the year 2013 81 81 2012 669...

  • Page 144
    ... International N.V. Tiscali Financial Services Sa Tiscali UK Holdings Ltd Balance 31.12.20 12 130,956 31 130,987 Balance 31.12.20 13 130,956 31 130,987 Increases - (Disposals) - Revaluations/ (Write-downs) - Other changes Date - File Name Status Page 144 Annual Report as at 31 December 2013

  • Page 145
    ... 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 1.5%. The cost of the capital was estimated considering the calculation criteria provided by the CAPM (Capital Asset Pricing Model). In particular in...

  • Page 146
    ... Group does not give rise to elements departing from the results of the impairment tests. Other information SUBSIDIARIES (EUR 000) Registered Offices Share Capital Shareholder s' equity (34,500) (30) 20,193 (3,826) (305,007) Result % Held Book value Tiscali Deutschland Gmbh (*) Tiscali Finance SA...

  • Page 147
    ...) Tiscali Business Gmbh Tiscali Business UK Ltd Tiscali Deutschland Gmbh Tiscali Finance Sa Tiscali UK Holdings Ltd Tiscali Verwaltungs Gmbh Veesible S.r.l. 31.12.2013 1,440 17 550 28 80 102 2,217 31.12.2012 1,415 10 550 21 254 80 760 3,090 . Date - File Name Status Page 147 Annual Report as...

  • Page 148
    ... 2012 1,585 1,585 The book value of trade receivables is approximate to their fair value. It is further highlighted that receivables from customers will be due within 12 months and do not present any overdue balances of a significant amount. Date - File Name Status Page 148 Annual Report...

  • Page 149
    ....27. As at 31 December 2013, in the presence of losses generated, the Company found itself in the circumstances envisaged by Article 2446 of the Italian Civil Code. The directors will take steps to adopt the appropriate measures. Date - File Name Status Page 149 Annual Report as at 31 December...

  • Page 150
    ...coverage Other reserves Result for the year Total 92,023 91 (3,558) (27,454) 61,101 Loss coverage - Other - - Utilisation options - Key: A For share capital increases B For loss coverage C For distribution to shareholders Date - File Name Status Page 150 Annual Report as at 31 December 2013

  • Page 151
    ... financial payables due to group companies for EUR 4.2 million, illustrated in detail in the table below: (EUR 000) 31 December 2013 3,556 657 27 3 1 4,244 31 December 2012 193 2,045 2,551 26 1 1 4,816 Tiscali Financial Services SA Tiscali Gmbh Tiscali Italia S.p.A. Tiscali International Network...

  • Page 152
    ... 2010 mortality tables M/F INPS 1998 M/F disability tables 3.50% from 20 to 65 years of age Advance payments: Retirement: 3% from 20 to 65 years of age 65 for men and 60 for maximum length of service of 40 years women, with Date - File Name Status Page 152 Annual Report as at 31 December 2013

  • Page 153
    ... to legal disputes with third parties or former employees furthered in previous years. The provision for reorganisation charges is attributable to the impact on Tiscali S.p.A. of the re-allocation, in the jointly-liable companies, of the debt due to the financial institutions of Tiscali UK Holdings...

  • Page 154
    ...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 social security and welfare institutions. Date - File Name Status Page 154 Annual Report as at 31 December 2013

  • Page 155
    ... the Sa Illetta property, totalling EUR 95 million, carried out by the subsidiary Tiscali Italia S.p.A. The entire balance of the item commitments concerns the maintenance of the credit facilities granted to the subsidiary Tiscali Italia S.p.A.. Date - File Name Status Page 155 Annual Report as...

  • Page 156
    ... third parties O. Non-current financial debt (K) + (L) + (M) + (N) P. Net financial debt (J) + (O) 7 7 193 (33,992) (33,992) (33,792) (4,245) (4,245) (38,037) 5 5 192 (76) (35,816) (35,892) (35,695) (4,816) (4,816) (40,511) Date - File Name Status Page 156 Annual Report as at 31 December 2013

  • Page 157
    Annual financial report as at 31 December 2013 Financial risk 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 ...

  • Page 158
    Annual financial report as at 31 December 2013 Transactions with related parties During 2013, 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 ...

  • Page 159
    Annual financial report as at 31 December 2013 INCOME STATEMENT (EUR 000) Revenues Other income Purchase of materials and outsourced services Payroll and related costs Other operating costs Write-downs of receivables from customers Other write-downs Amortisation/depreciation Operating result ...

  • Page 160
    Annual financial report as at 31 December 2013 The effects on the balance sheet were as follows: BALANCE SHEET (EUR 000) 31 December 2013 of which: related parties % change Non-current assets Current assets Total Assets Shareholders' equity Total Shareholders' equity Non-current liabilities ...

  • Page 161
    Annual financial report as at 31 December 2013 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 ...

  • Page 162
    ...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 Other related parties 1 1 1 1 1 1 1 Cost s (355) (355) Writedowns - Other related parties Total Group...

  • Page 163
    ... Tiscali Business UK Ltd Tiscali Deutschland Gmbh Tiscali Finance Sa Tiscali Gmbh Tiscali International BV Tiscali International Network BV Tiscali Italia S.p.A. Tiscali UK Holdings Ltd Indoona S.r.l. Istella S.r.l. Tiscali Verwaltungs Gmbh Veesible S.r.l. Total Group companies Other related parties...

  • Page 164
    Annual financial report as at 31 December 2013 BALANCE SHEET VALUES EUR 000 Notes 31 December 2012 Financial payables (beyond 12 months) 193 2,045 26 2,551 1 4,816 Trade receivables Tiscali Business Gmbh Tiscali Business UK Ltd Tiscali Deutschland Gmbh Tiscali Finance Sa Tiscali Financial ...

  • Page 165
    Annual financial report as at 31 December 2013 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...

  • Page 166
    ... the listing of said WOL. Having also taken into account the opinion of their Dutch legal advisors, the directors believe that the risk of losing is not probable. (*) Information added on 19 June 2014. Tax assessments In 2003, the Dutch tax authorities notified WOL and the direct subsidiary Tiscali...

  • Page 167
    Annual financial report as at 31 December 2013 Name and surname Position Term of office Emoluments for office Benefits in kind Other benefits Other forms of remuneration Board of Directors Renato Soru Chairman and Chief Executive Officer in office since 1 January 2013 until approval of the ...

  • Page 168
    ... at 31 December 2014 in office since 1 January 2013 until approval of the financial statements as at 31 December 2014 in office since 1 January 2013 until approval of the financial statements as at 31 December 2014 35,000 25,000 25,000 Date - File Name Status Page 168 Annual Report as at 31...

  • Page 169
    .... Type of service Accounts auditing Party providing the services Reconta Ernst & Young S.p.A. (1) Fee (EUR 000) 271 Total 271 (1) Fees inclusive of the audit of the consolidated financial statements and the limited audit on the interim report. Date - File Name Status Page 169 Annual Report...

  • Page 170
    ...view of the equity, economic and financial situation of the issuer. Cagliari, Italy, 13 June 2014 The Chief Executive Officer The Executive appointed to draw up the corporate accounting documents Renato Soru Pasquale Lionetti Date - File Name Status Page 170 Annual Report as at 31 December...

  • Page 171
    ... the geographic areas which are not directly served by the network owned by Tiscali (see also Bitstream and Wholesale). Average returns for fixed and mobile telephony for the user calculated over a given period for an average number of active (for other operators) or Tiscali Group customers in the...

  • Page 172
    ... transmission of information (voice, data, videos) in flows by means of direct and continuous connections between two different points on a network. CPS CS Business customers Consumer customers Dial Up Digital Double Play DSL Network DSLAM Date - File Name Status Page 172 Annual Report as...

  • Page 173
    ... 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. Date File Name Status Page 173 IPTV IRU ISDN Internet Service Provider or ISP Leased lines MAN Annual Report as at 31 December 2013

  • Page 174
    ...Virtual Network Operators: A party that offers mobile telecommunications services to the public, using its own mobile network interconnection structures, its own HLR, its own mobile phone network code MNC, Mobile Network Code), its own customer handling (marketing, invoicing and support) and issuing...

  • Page 175
    ... and enables high speed connections to be made in a balanced way in both directions (transmission and reception). Opex Pay-Per-View Pay TV Platform POP Portal Router Service Provider Server Set-top-box or STB Syndication SoHo SHDSL Date - File Name Status Page 175 Annual Report as at...

  • Page 176
    ... 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 177
    ... of the sale of access services to third parties. Acronym for Wholesale Line Rental, selling on by an operator of the telecommunications service for lines affiliated with an Incumbent. VPN Virtual local loop unbundling or VLLU xDSL WI-FI Wi-Max Wholesale WLR Date - File Name Status Page 177...

  • Page 178
    Annual financial report as at 31 December 2013 9 Reports Date - File Name Status Page 178 Annual Report as at 31 December 2013

  • Page 179
    ... Tiscali Italy SpA with regard to the management and audit systems and the general performance of the subsidiary company. No significant data or information emerged in this connection, as would have to be highlighted in this report; e) we have assessed and overseen the adequacy of the internal...

  • Page 180
    ...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 SpA, pursuant to Article 151, sections 1 and 2 of Italian...

  • Page 181
    ..., in the report on Corporate governance which the Board of Directors makes available to yourselves, to which we make reference for more suitable and complete disclosure in this connection; m) during 2013, Reconta Ernst & Young SpA carried out professional services relating to the legal audit of the...

  • Page 182
    ... this Report. The separate financial statements of Tiscali Spa closed with a loss of EUR 777,711 and accumulated losses of EUR 30,921,879 due to which the shareholders' equity fell to EUR 61,100,900, therefore the conditions as per Article 2446.1 of the Italian Civil Code apply. This Board however...

  • Page 183
    ...in 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 2013. Tiscali S.p.A.'s Directors are responsible for drafting the financial statements in compliance with the International Financial Reporting...

  • Page 184
    ... its financial debt. On 13 June 2014, Tiscali S.p.A.'s Board of Directors approved the Plan which reflects the restructuring of the debt deriving from the GFA on a consistent basis with the proposal included in the afore-mentioned Term Sheet. In detail, the Directors disclose that in relation to...

  • Page 185
    ... information as per section 1, letters c), d), f), l), m) and section 2, letter b) of Article 123 bis of Italian Legislative 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...

  • Page 186
    ..."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 0.8 million and shareholders' equity of EUR 61.1 million; it is the parent company of a Group (the "Tisca li Group") which closed 2013 with a consolidated...

  • Page 187
    ...with the proposal included in the afore-mentioned Term Sheet. In detail, the Directors disclose that in relation to the projections of the 2014-2018 cash flows for the Tiscali Group, said Plan hypotheses a further rescheduling of the part of the financial debt falling due in 2017, for the portion in...

  • Page 188
    letters c), d), f), l), m) and section 2, letter b) of Article 123 bis of Italian Legislative Decree No. 58/98, presented 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 2013.

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