Tiscali 2013 Annual Report Download - page 130

Annual financial report as at 31 December 2013
Date
File Name
Status
Page
-
Annual Report as at 31
December 2013
130
transaction which takes into account, as far as possible, the last proposal sent by the financing
institutions;
 despite obtaining the compliance of the two leading financial creditors of the Group, the
proposal containing the afore-mentioned Term Sheet was rejected by the others which, on 27
March 2014 and then on 7 April 2014, submitted two new proposals to the Group which,
however, did not obtain the consent of the main financial creditor of the Group;
 following further discussions between the Group and the financing institutions, on 2 May 2014
the Group’s financial advisor, in an attempt to reconcile the interests of all the parties involved,
sent the Financing Institutions a new Term Sheet drawn up on the basis of the last one
proposed by the former, having taken into account all the aspects which had not emerged as
acceptable;
 this was followed by an additional, structured and intense period of negotiation with the
financing institutions, which ended up in the drawing up, by the Company, of various new
drafts of the afore-mentioned Term Sheet, the last of which was sent to the financing
institutions by the Group’s financial advisor on 6 June 2014;
 this last draft of the Term Sheet contained a new proposal as things stand not binding, which
on the one hand could give rise to a recapitalisation of the group and on the other will lead to a
partial 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;
 the restructuring proposal containing the last draft of the term Sheet, was accepted, albeit in a
non-binding manner and subject to the approval of the decision-making bodies of the financing
institutions, by all the financial backers as per the GFA therefore permitting the Group to
pursue a consensual hypothesis of restructuring its 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, 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
and, hypothesises, amongst other aspects, in relation to the projections of the 2014-2018 cash
flows, the rescheduling of the part of the debt deriving from the GFA falling due in 2017 in
excess with respect to the net cash flows generated over the plan’s duration;
Therefore, the following depend on the possibility of managing to finalise the restructuring transaction
for the financial debt of the Tiscali Group described in summary form previously and the possibility of
achieving the forecasts contained in the business plan: a) the ability to rebuild an adequate supply of
equity, b) the recoverability of asset items, c) the capacity to comply with the financial covenants as
per the GFA and other contractual obligations relating to the Group’s financial debt and therefore to
maintain the availability of financing granted thus being able to meet other Group obligations, d)
achievement of a balanced long-term equity, economic and financial situation for the Group.
Final assessment of the Board of Directors
The Board of Directors, after lengthy discussion, has highlighted how the Group:
 has observed all the payment obligations envisaged by the financial plan and by the GFA,
having paid the related financial institutions, during 2013, a total amount of EUR 9 million (of
which EUR 7.5 million for repayment of the principal and EUR 1.5 million for interest); In January
2014, in accordance with the GFA, interest was also repaid for EUR 0.5 million;
 has generated cash and cash equivalents of around EUR 32 million;