Tiscali 2014 Annual Report Download

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Annual financial report as at 31 December 2014
Date
File Name
Status
Page
-
Annual Report as at 31
December 2014
1
Tiscali Group
Annual financial report as at 31 December 2014
_____________________
Issue date: 31 December 2014
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 92,052,029.67
Cagliari Companies’ Register and VAT No. 02375280928 Econ. & Admin. Roster No. 191784

Table of contents

  • Page 1
    ... 2014 Tiscali Group Annual financial report as at 31 December 2014 _____ Issue date: 31 December 2014 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 92,052,029.67 Cagliari Companies' Register...

  • Page 2
    ... 4.2 Corporate Governance structure ...38 4.3 Disclosure on compliance with the recommendations contained in the Code of Conduct for Listed Companies ...43 4.4 Internal checking relating to accounting and financial information ...54 4.5 Organisation, management and control model pursuant to Italian...

  • Page 3
    ....6) (198.5) (151.9) 24.8 31 December 2013 Operating figures (000) ADSL (broadband) users Of which: Direct ADSL users (LLU) Narrowband and Voice users Active SIM with traffic data 481.3 353.6 42.6 91.7 498.2 357.9 43.3 38.7 Date - File Name Status Page 3 Annual Report as at 31 December 2014

  • 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 2014

  • Page 5
    ... Auditors Piero Maccioni Andrea Zini Alternate Auditors Rita Casu Giuseppe Biondo Executive in charge of drawing up the corporate accounting documents Pasquale Lionetti Independent Auditing Firm Reconta Ernst & Young S.p.A. Date - File Name Status Page 5 Annual Report as at 31 December 2014

  • Page 6
    Annual financial report as at 31 December 2014 Report on Operations Date - File Name Status Page 6 Annual Report as at 31 December 2014

  • Page 7
    ... 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 the concessionary agent Veesible S.r.l.. With regard to broadband access from the fixed network, during 2014, the number of...

  • Page 8
    ... communication and sharing in just one instrument. Specifically, the product has been enhanced with new features, including the webrtc interface, groups calls and file sharing. As at 31 December 2014, Indoona boasted 2.2 million downloads; Istella is a search engine for the Italian web created with...

  • Page 9
    ... of price control. Both the measures go in the direction of opening up the mobile market to new entrants, within the context of the European approach, explicitly favourable to the symmetry in the prices also for MVNOs. Date - File Name Status Page 9 Annual Report as at 31 December 2014

  • Page 10
    ...in which these conditions do not take place (A Areas). The distinction between the two types of area depends on the achievement of a certain coverage threshold (around two thirds) by at least two ultra broadband networks. ï,· Date - File Name Status Page 10 Annual Report as at 31 December 2014

  • Page 11
    ... and dynamic competition on the access services market and on the investment prospects in broad and ultra broadband telecommunications networks stands out, carried out in co-operation with the Antitrust Authority (resolution No. 1/14/CONS). Date - File Name Status Page 11 Annual Report as at...

  • Page 12
    Annual financial report as at 31 December 2014 3.3 Tiscali shares Tiscali shares have been listed on the Italian Stock market (Milan: TIS) since October 1999. At 31 December 2014, market capitalization came to EUR 97,544,452 million, calculated on the value of EUR 0.0524 per share as at that date...

  • Page 13
    Annual financial report as at 31 December 2014 The following table shows the number of 2009-2014 Tiscali Warrants exercised in total: Warrants exercised 1,228,480 Conversion shares issued 61,424 No. of Tiscali shares in circulation 1,861,535,343 Share capital (EUR) 92,052,029.67 Warrants issued 1,...

  • Page 14
    ..., the redefinition of the repayment plan and the waiver of the remedies envisaged in accordance with the Leasing Agreement). As things stand, the Company is awaiting a formal response in this connection from said leasers. Date - File Name Status Page 14 Annual Report as at 31 December 2014

  • Page 15
    ... Wholesale; (iv) Business services (so-called B2B), which include VPN, Hosting, domain connection and leased line services, provided to companies and, lastly, (v) Media and value added services, which include media, advertising and other services. Date - File Name Status Page 15 Annual Report...

  • Page 16
    ... and financial position. Risks connected with the performance of the telecommunications market The telecommunications market the Tiscali Group operates in is extremely competitive in terms of innovation, price, efficiency and user support. Tiscali competes with other groups at international level...

  • Page 17
    ... expiry or be renewed under less favourable terms and conditions with respect to those currently existing; or Tiscali does not manage to finalise new contracts with Telecom Italia or with third party operators, necessary for the development of its business; or if a serious contractual breach should...

  • Page 18
    ... with an increase of 5.4%; analogue Voice revenues declined by EUR 1.5 million (9.1%) mainly due to a decline in the volume of wholesale services (EUR -1.8 million, with a negative impact of 29.5% compared with 2013); ï,· ï,· Date - File Name Status Page 18 Annual Report as at 31 December 2014

  • Page 19
    Annual financial report as at 31 December 2014 ï,· Media revenues declined by EUR 0.7 million (decrease of 2.8%) due to a sharp drop in the market which also affected the on-line segment. During 2014, internet access and voice services - the Group's core business - represented around 79% of ...

  • Page 20
    Annual financial report as at 31 December 2014 The Group's Operational income statement (EUR mln) 2014 2013 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 ...

  • Page 21
    Annual financial report as at 31 December 2014 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 22
    ... services (VPN, housing, hosting services, domains and leased lines), excluding those from access and/or voice products for the same customer base already included in their respective business segments, amounted in 2014 to EUR 19.1 million, up 5.4% with respect to the EUR 18.1 million in 2013. Media...

  • Page 23
    ... and restructuring costs, was a loss of EUR 0.3 million (0.1% of revenues), with respect to the balance in 2013, a profit of EUR 9.3 million. The Group's net result was a loss of EUR 16.4 m illion, compared with a loss in 2013 of EUR 4.8 million. Date - File Name Status Page 23 Annual Report as...

  • Page 24
    ..., the item in question also includes other receivables and other current assets, amounting to EUR 10.6 million, represented by prepaid expense for service costs, accrued income on access services and sundry receivables. Date - File Name Status Page 24 Annual Report as at 31 December 2014

  • Page 25
    ... of access services and line rental. The change with respect to the previous year was mainly the result of the classification of the financial debt as per the GFA, as described in the section related to non-current liabilities. The Group's financial position At 31 December 2014, the Tiscali Group...

  • Page 26
    ... 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 31 December 2014 192.6 6.9 31 December 2013 191.6 6.9 199.5 198.5 Date - File Name Status Page 26 Annual Report as at 31...

  • Page 27
    ... 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 27 Annual Report as at 31 December 2014

  • Page 28
    ... sphere of the Group's debt. Current liabilities Current liabilities not relating to the financial position are mainly represented by payables to suppliers of EUR 3.9 million (EUR 0.1 million of which due to Group companies). Date - File Name Status Page 28 Annual Report as at 31 December 2014

  • Page 29
    ...,204) 7 7 193 (33,992) (33,992) (33,792) (4,245) (4,245) (38,037) 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 29 Annual Report as at 31 December 2014

  • Page 30
    ... shareholders' meeting granted the Company's Board of Directors authority to increase the share capital, in tranches, by means of the issue of a maximum of 1,000,000,000 ordinary shares of the Company with exclusion of the purchase option pursuant to Article 2441.5 of the Italian Civil Code...

  • Page 31
    ...revenue streams in web and Over-The-Top services. During 2014, from an operational perspective and within a context involving competitive pressure in the market of accesses from a fixed network, management continued to pursue the following: Date - File Name Status Page 31 Annual Report as at 31...

  • Page 32
    ...2009 with a number of financers (hereinafter "Senior Financiers" or "Lenders"), for the purpose of ensuring an equity and financial structure capable of permitting, over the long-term, the achievement of a balanced economic, equity and financial situation. Date - File Name Status Page 32 Annual...

  • Page 33
    ...increase against payment for a maximum of 1,000,000,000 ordinary Tiscali shares, lacking par value, with exclusion of the purchase option pursuant to Article 2441.5 of the Italian Civil Code ("Share Capital Increase"). The agreement Date File Name Status Page 33 Annual Report as at 31 December 2014

  • Page 34
    ...alternatively the redefinition of the related debt repayment plan as agreed with the same leasing companies; and (iv) the ability to refinance the final instalment of the debt as per the Restructuring Agreements falling due in 2017. Date File Name Status Page 34 Annual Report as at 31 December 2014

  • Page 35
    ... the sphere of the Public Connectivity System by CONSIP; the transfer of the Leasing Agreement by the envisaged deadline or alternatively the redefinition of the related debt repayment plan as agreed with the same leasing companies; Date File Name Status Page 35 Annual Report as at 31 December 2014

  • Page 36
    ... Tiscali Group had a number of dealings with related parties, under conditions considered normal on the respective reference markets, taking into account the characteristics of the goods and services provided. Related parties with whom transactions were concluded in 2014 included: Date - File Name...

  • Page 37
    ... the application of the legislative and regulatory provisions. Cagliari, Italy, 19 March 2015 The Chief Executive Officer The Executive appointed to draw up the corporate accounting documents Renato Soru Pasquale Lionetti Date - File Name Status Page 37 Annual Report as at 31 December 2014

  • Page 38
    ... on their Corporate Governance system and on compliance with the Code's recommendations (as defined below). This report is 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 39
    Annual financial report as at 31 December 2014 suitable for 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...

  • Page 40
    ... as from the date of first appointment The Board of Statutory Auditors currently in office was elected on the basis of the sole list presented to the shareholders' meeting on 15 May 2012 by the majority shareholder. Executive in charge of drawing up the Company's accounting documents As envisaged...

  • Page 41
    ...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 42
    Annual financial report as at 31 December 2014 under the terms of the law without there being securities which grant specific rights of control. It is hereby specified that as of the date of this report, only the authorised share capital changed with regard to the number of shares as per the ...

  • Page 43
    ... are of major significance from an economic, financial and balance sheet perspective. The powers and duties exercised by the Company's Board of Directors in its role as provider of strategic guidelines, supervisor and monitoring Date File Name Status Page 43 Annual Report as at 31 December 2014

  • Page 44
    ... director if the Board is made up of up to seven members, and at least two independent directors if the Board is made up of more than seven members. The Company in any event complies with the Code and, at present, there are Date File Name Status Page 44 Annual Report as at 31 December 2014

  • Page 45
    ... Chairman and Chief Executive Officer of Tiscali Italia S.p.A. Director of Tiscali Italia S.p.A., Chairman of Veesible Srl * Director Sogaer S.p.A. Director and Deputy Chairman Tiscali Italia S.p.A. - *Tiscali Group Companies Date File Name Status Page 45 Annual Report as at 31 December 2014

  • Page 46
    Annual financial report as at 31 December 2014 In the specific "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. Board ...

  • Page 47
    ... right may vote for one list only. The Company took steps to adapt the appointment mechanisms in line with Italian Law No. 120/2011 regarding gender balance with regard to access to the management and audit bodies of companies listed on organised markets; therefore, each list must present a number...

  • Page 48
    ... held, 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 suggested in application criteria 3 of Article 9 of the Code, the Shareholders' Meeting adopted its...

  • Page 49
    .... com, the Company publishes the professional résumés of its Statutory Auditors, so that the shareholders and investors can assess the professional experience and the authoritativeness of the members of the Board of Statutory Auditors. Activities Date File Name Status Page 49 Annual Report as at...

  • Page 50
    ...The Appointments and Remuneration Committee examined and approved the annual reports on remuneration, subsequently approved by the Board of Directors and submitted to the shareholders' meeting, and the supplementary agreement to the Date File Name Status Page 50 Annual Report as at 31 December 2014

  • Page 51
    ... draft financial statements as of 31 December 2013 and the interim report as of 30 June 2014, the Board deemed the internal audit system to be adequate for the Company's needs, as well as in line with current legislation and the Code's recommendations. Date File Name Status Page 51 Annual Report as...

  • Page 52
    ... Group's "Organisation, management and control model" pursuant to Italian Decree Law No. 231/2001; drawing up of the 2014 audit plan, in particular with the checking of the procedures overseeing the contract system and activation of the customers, the purchases of goods and services for the Company...

  • Page 53
    ... 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 54
    ... firm or directors and advisors of the Company. All the meetings were duly called and minutes were taken and had an average duration of around 50 minutes. 4.4 Internal checking relating to accounting and financial information Introduction The Internal Audit System on company information must be...

  • Page 55
    ... is checked for any critical items emerging during the period and for the remedial action to overcome any problems. It is believed that the model used will enable sufficient guarantees to be provided for correct accounting and financial information. Date - File Name Status Page 55 Annual Report...

  • Page 56
    ... time adopted the "Organisation, management and control model pursuant to Italian Legislative Decree No. 231/2001" (hereinafter the Model); during 2010, the up -dating process was concluded, mainly aimed at adapting the Model to the new legislative measures and the new Company and Tiscali Group set...

  • Page 57
    ...the IT-managed register contains: the identity of each person with access to privileged information, the reason that person was entered on the register, the date of registration, and the date of any updates to information relating to that person. Date - File Name Status Page 57 Annual Report as...

  • Page 58
    Annual financial report as at 31 December 2014 Tiscali S.p.A. Consolidated financial statements at 31 December 2014 Date - File Name Status Page 58 Annual Report as at 31 December 2014

  • Page 59
    ... of materials and outsourced services Payroll and related costs Other operating (income) charges Write-downs of receivables from customers Restructuring costs and other write-downs Amortisation/depreciation Operating result Net financial income (charges) Pre-tax result Income taxes Net result from...

  • Page 60
    ... income: Total statement of comprehensive income result Attributable to: Shareholders of the parent company Minority shareholders - (517) 102 (517) 102 (517) 102 (16,951) (4,680) (16,951) (16,951) (4,680) (4,680) Date - File Name Status Page 60 Annual Report as at 31 December 2014

  • Page 61
    ... (168,818) 92,023 (239,136) (4,782) (151,896) (151,896) 24 24 25 26 27 80,535 47,975 1,323 5,550 1,600 136,982 Status Page 61 53,742 3,346 5,146 1,863 64,097 Date - File Name Annual Report as at 31 December 2014

  • Page 62
    Annual financial report as at 31 December 2014 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 Total Liabilities and Shareholders' equity 28 28 29 30 65,351 10,...

  • Page 63
    ...sale NET INCREASE/(DECREASE) IN NET CASH AND CASH EQUIVALENTS (11,500) (7,310) 1,689 (1,293) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR 3,112 4,406 4,801 3,112 Date - File Name Status Page 63 Annual Report...

  • Page 64
    Annual financial report as at 31 December 2014 Date - File Name Status Page 64 Annual Report as at 31 December 2014

  • Page 65
    Annual financial report as at 31 December 2014 5.5 Statement of changes in shareholders' equity Share Capital Balance at 1 January 2014 92,023 Share premium reserve Reserves for Stock option employee reserve benefits (1,294) Accumulated Group losses and Other shareholders' Minority reserves ...

  • Page 66
    Annual financial report as at 31 December 2014 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 2014 2013 ...

  • Page 67
    ... Payables to banks and to other lenders Payables for financial leases Other non-current liabilities Liabilities for pension obligations and staff severance indemnities Date - 24 24 25 26 80,535 47,975 1,323 5,550 File Name Status 53,742 3,346 5,146 Page 67 Annual Report as at 31 December 2014

  • Page 68
    ... care of the Cagliari Companies' Register, with headquarters in Sa Illetta, Cagliari. The Tiscali Group provides a wide range of services to its customers, both private individuals and companies, from dial-up and ADSL Internet access, along with high technology content telecommunications services...

  • Page 69
    ... 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 other telecommunications companies, has rationalised its internal processes implementing rigorous cost cutting programmes...

  • Page 70
    ... the offer made by a leading Italian real estate fund relating to the transfer of the leasing agreement concerning the property Sa Illetta where the Group's headquarters are located (the "Leasing Agreement"), which may be finalised between the parties on verification of specific conditions which...

  • Page 71
    ... the Company and by means of exclusion of the purchase option pursuant to Article 2441.5 of the Italian Civil Code; on 16 February 2015, Tiscali's Board of Directors approved the Share Capital Increase, in accordance with the authority granted above. Date File Name Status Page 71 ï,· Annual Report...

  • Page 72
    ... if said transfer should not be completed within the envisaged timescale; updated the Group's financial and business plan having taken into account the results of the first few months of 2015, in line with the Restructuring Agreements and the matters described above; signed as of today's date, a non...

  • Page 73
    ... financial report as at 31 December 2014 shareholders of the Aria Group, is envisaged within the sphere of this transaction. The proposed transaction, if completed, would make it possible to strengthen Tiscali's coverage in the field of broadband access from the fixed and mobile networks, creating...

  • Page 74
    ... sold/held for sale". The Group decided to use two schedules.   An income statement schedule that reports only revenues and costs classified by nature; A statement of comprehensive income that reports charges and income posted directly under shareholders' equity net of tax effects. - The...

  • Page 75
    ...to such assets: a) they represent an important independent line of business or geographic business area; b) they are part of a single co-ordinated plan to dispose of an independent major line of business or geographic business area; Date File Name Status Page 75 Annual Report as at 31 December 2014

  • Page 76
    ... to the shareholders' equity pertaining to the shareholders of the parent company unless the minority shareholders are subject to binding obligations and they are able to make further investments so as to cover the losses. Date - File Name Status Page 76 Annual Report as at 31 December 2014

  • Page 77
    ... 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 Date File Name Status Page 77 Annual Report as at 31 December 2014

  • Page 78
    ... incurred or undertaken concerning the acquired company, and the financial instruments possibly issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. Date File Name Status Page 78 Annual Report as at 31 December 2014

  • Page 79
    ... into Euro at the rates prevailing at the financial year end date. Revenues and costs are translated at the average exchange rates for the period. The exchange differences arising from the application of this method are classified Date File Name Status Page 79 Annual Report as at 31 December...

  • Page 80
    ... research costs, are charged in full to the income statement in the period in which they are incurred. Broadband service activation costs Acquisition and activation costs for customers were amortised over a period of 36 months. IRU Date File Name Status Page 80 Annual Report as at 31 December 2014

  • Page 81
    ... financial report as at 31 December 2014 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...

  • Page 82
    ...cost refers to direct materials. The cost is calculated by using the average cost method. The net realisable value is the selling price less the costs considered necessary for achieving the sale. Financial instruments Loans and receivables Group receivables are stated in the items "other non-current...

  • Page 83
    ..., the Company adopted the new version of the accounting standard IAS 19 "employee benefits". Remuneration schemes involving interests in the share capital At present, there are no remuneration schemes involving interests in the share capital Date - File Name Status Page 83 Annual Report as at...

  • Page 84
    ... effective interest rate method. 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 currently payable is...

  • Page 85
    ... of accounting standards Activation costs and customer acquisition costs The costs incurred for customer activation (Subscriber Acquisition Costs - SACs) were capitalised and amortised over a period of 36 months. Losses in value on assets (Impairment) Date File Name Status Page 85 Annual Report as...

  • Page 86
    ... financial statement and SIC-12 - Consolidation - Special Purpose Vehicles. IFRS 10 changes the definition of control by stating that an investor controls an investee when it is exposed or has rights to variable returns from its involvement with the Date File Name Status Page 86 Annual Report...

  • Page 87
    ... introduced by IFRS 13 on the disclosure requirements set by IAS 36. In addition, these amendments require disclosure of the recoverable amount of any assets or CGU for which, during the period, an impairment loss has been Date File Name Status Page 87 Annual Report as at 31 December 2014

  • Page 88
    ... novated, provided that certain criteria are met. These amendments did not have any impact on the Group's consolidated financial statements. 2010-2012 annual improvement project - As part of the 2010-2012 annual improvement project, the IASB issued seven amendments to six accounting standards, which...

  • Page 89
    ...IAS 19 - Employee Benefits and IAS 34 - Interim Financial Reporting. Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - The amendments have the aim of clarifying the accounting treatment, both in the case of loss of control over...

  • Page 90
    Annual financial report as at 31 December 2014 which will come into force as from 1 January 2016, have not yet been approved by the ... come into force as from 1 January 2016, have not yet been approved by the European Union. Date - File Name Status Page 90 Annual Report as at 31 December 2014

  • Page 91
    ... year is attributable to additional costs relating to co-location and maintenance, additional costs relating to the MVNO services (linked to the rise in the corresponding revenues) and greater costs for promotional campaigns. Date - File Name Status Page 91 Annual Report as at 31 December 2014

  • Page 92
    ... operating (income) charges Total 2014 (1,772) (1,772) 2013 (4,708) (4,708) Other net operating income mainly includes the impacts deriving from the write-offs of specific debt positions of a trade nature following agreements with suppliers. Date - File Name Status Page 92 Annual Report as...

  • Page 93
    ... (13,226) The item Financial charges amounting to around EUR 15.7 million mainly includes the following elements: interest expense, relating to the loan from Senior Lenders ("Group Facility Agreement") amounting to EUR 9.6 million; Date File Name Status Page 93 Annual Report as at 31 December 2014

  • Page 94
    ... the Cash Generating Units with the segments set forth in the segment reporting. The impairment test on assets was performed with respect to the Cash Generating Units identified; (ii) Criteria for estimating the recoverable amount Date File Name Status Page 94 Annual Report as at 31 December 2014

  • Page 95
    ... 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 95 Annual Report as at 31 December 2014

  • Page 96
    Annual financial report as at 31 December 2014 Intangible assets (note 13) Intangible asset movements for the year 2014 were as follows: Computers, Broadband Concessions Other software and service and similar intangible development activation rights assets costs costs Intangible assets in course of...

  • Page 97
    ...Italia S.p.A. and are analysed as follows. The item "Properties", amounting to EUR 46.8 million, mainly relates to the Cagliari headquarters (Sa Illetta), which was subject to a Sale & Lease back financial transaction in 2007. Date - File Name Status Page 97 Annual Report as at 31 December 2014

  • Page 98
    ...total of EUR 244.8 million; Tiscali International B.V. and the Dutch subsidiaries for a total of EUR 35.1 million; the German subsidiaries for a total of EUR 274.5 million; Tiscali UK Holdings for a total of EUR 203.7 million; Date - File Name Status Page 98 Annual Report as at 31 December 2014

  • Page 99
    ...43.5 million, after write-downs of EUR 23.5 million. These receivables accrued 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...

  • Page 100
    ... end of period (22,092) (20,207) (10,285) 8,958 (23,419) (14,636) 12,751 (22,092) 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 100 Annual Report...

  • Page 101
    ... to the following years, mainly associated with multi-year line rental contracts, hardware and software maintenance costs, insurance and advertising costs. Other current financial assets (note 20) (EUR 000) Guarantee deposits Other receivables Total 31 December 2014 31 December 2013 60 102 162 97 97...

  • Page 102
    ...accordance with the international accounting standards. The same item presented a zero balance as at 31 December 2013 further to failure to observe the financial covenants envisaged by the GFA loan agreement; in accordance with the Date File Name Status Page 102 Annual Report as at 31 December 2014

  • Page 103
    ... cost. On 3 January 2014, cash interest on the senior debt was paid for EUR 0.5 million. At the same time as the signing of the new Restructuring Agreements, on 23 December 2014, EUR 5 million were paid in principal and EUR 0.4 million in interest. Date - File Name Status Page 103 Annual Report...

  • Page 104
    ... Maturity September 2017 Financial institution Intesa Sanpaolo London Borrower Tiscali UK Holdings Ltd Guarantors Tiscali S.p.A. Tiscali Italia S.p.A. Tiscali International BV Tiscali Financial Services SA Veesible S.r.l. Date - File Name Status Page 104 Annual Report as at 31 December 2014

  • Page 105
    ... practice in this type of agreement, the Restructuring Agreements envisage the observance by the companies party to the same of financial requisites ("financial covenants") on a consolidated basis, defined on the basis of the Tiscali Business Plan and related to the Debt Service Cover Ratio (as...

  • Page 106
    ... Business Plan. In conclusion, in accordance with the Restructuring Agreements, it is envisaged that Tiscali transfer to Tiscali Italia - within 6 months of the date of efficacy of said agreement and in any event subordinate to the recurrence of certain conditions - its entire holding in Tiscali UK...

  • Page 107
    ...: the "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 EUR 58.2 million; other financial leases for a total of EUR 0.3 million. - Date - File Name Status Page 107 Annual Report as at...

  • Page 108
    Annual financial report as at 31 December 2014 In relation to the "Sales & Lease Back" financial payable on the Sa Illetta property, you are hereby informed that the recognition in the financial statements reflects the debt repayment plan outstanding. Assets under financial leases are recorded ...

  • Page 109
    ... to leasing firms Sale and lease back - Sa Illetta Other financial leases Total amounts owed to leasing firms Total indebtedness (*) Amounts owed for bank overdrafts 58,183 256 58,439 204,324 10,286 179 10,464 75,815 47,898 78 47,975 128,510 Date - File Name Status Page 109 Annual Report as...

  • Page 110
    ... existing at 31 December 2006 (carried out on the basis of the official cost of living index and the legal interest) and the quotas accrued with companies with less that 50 employees remain as staff severance indemnities. Date - File Name Status Page 110 Annual Report as at 31 December 2014

  • Page 111
    Annual financial report as at 31 December 2014 Further to IAS 19, for estimating staff severance indemnities, the following methods were used: the Traditional Unit Credit Method for companies with at least 50 employees, and the Projected Unit Credit Cost - service pro rate for the other companies, ...

  • Page 112
    ... report as at 31 December 2014 Total 1,863 79 (342) 1,600 The provision for risks and charges as at 31 December 2014 essentially includes provisions for disputes with employees. Current financial liabilities (note 28) (EUR 000) Payables to banks Payables for financial leases (short-term...

  • Page 113
    ...million. Financial instruments Financial risk management objectives The Group's Corporate Treasury division provides business services, co -ordinates access to the financial markets, and monitors and handles the financial risk associated with Group operations by means of internal risk reports which...

  • Page 114
    Annual financial report as at 31 December 2014 31 December 2014 (EUR 000) Secured bank loans - Senior Loan Payables for financial leases - Sa Illetta Payables for financial leases - other Payables for financial leases Payables to suppliers and other payables Bank account overdrafts Book value ...

  • Page 115
    ...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. Civil and administrative proceedings Dispute open with TeleTu In June 2011, Tiscali Italia...

  • Page 116
    ... chairman at the time of listing 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...

  • Page 117
    ... Article 25 ter, letter c) of Italian Legislative Decree No. 231/2001, in the event of conviction just a monetary fine would be applicable of 400 to 800 penalty units. The Company has undertaken the necessary defence action. Date - File Name Status Page 117 Annual Report as at 31 December 2014

  • Page 118
    ... (Media & Advertising); Corporate. Income statement 2014 2014 (EUR 000) Italy Veesible Corporate Other Cancellation adjustments Total Revenues From third parties Intra-group Total revenues Operating result Portion of results of equity inv. carried at equity Net financial income (charges) Pre-tax...

  • Page 119
    ... 2014 Income statement 2013 2013 (EUR 000) Italy Veesible Corporate Other Cancellation adjustments Total Revenues From third parties Intra-group Total revenues Operating result Portion of results of equity inv. carried at equity Net financial income (charges) Pre-tax result Income taxes...

  • Page 120
    ... the share capital increase and EUR 0.5 million in favour of the Italian Inland Revenue. The item commitments includes EUR 1.6 million for the maintenance of credit facilities granted to the subsidiary Tiscali Italia S.p.A.. Date - File Name Status Page 120 Annual Report as at 31 December 2014

  • Page 121
    ... parties During the year, the Tiscali Group had a number of dealings with related parties, under conditions considered normal on the respective reference markets, taking into account the characteristics of the goods and services provided. The table below summarises the balance sheet and income...

  • Page 122
    ... 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) Nuova Iniziativa Editoriale S.p.A.: investee company of the majority shareholder, Renato Soru; the dealings during 2013 refer to an advertising...

  • Page 123
    ... 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) World Online International NV Tiscali International BV Tiscali Financial Services SA Tiscali Deutschland GmbH Tiscali...

  • Page 124
    ... statements and the limited audit on the interim report. Cagliari, Italy, 19 March 2015 The Chief Executive Officer The Executive appointed to draw up the corporate accounting documents Renato Soru Pasquale Lionetti Date - File Name Status Page 124 Annual Report as at 31 December 2014

  • Page 125
    ... with a description of the main risks and uncertainties. Cagliari, Italy, 19 March 2015 The Chief Executive Officer The Executive appointed to draw up the corporate accounting documents Renato Soru Pasquale Lionetti Date - File Name Status Page 125 Annual Report as at 31 December 2014

  • Page 126
    Annual financial report as at 31 December 2014 Tiscali S.p.A. financial statements as at 31 December 2014 Date - File Name Status Page 126 Annual Report as at 31 December 2014

  • Page 127
    ... 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 Notes 1 1 2 3 4 5 5 6 7 8 Date - File Name Status Page 127 Annual Report as at 31 December 2014

  • Page 128
    ...benefit plans Total other components of comprehensive income: (14) (36) Total statement of comprehensive income result Attributable to: Shareholders of the parent company Minority shareholders 536 536 536 (814) (814) (814) Date - File Name Status Page 128 Annual Report as at 31 December 2014

  • Page 129
    ... charges Current liabilities Payables to banks and other lenders Payables to suppliers Other current liabilities Total Liabilities and Shareholders' equity Notes 9 10 11 12 13 14 15 16 17 18 19 20 3,889,171 52,005,412 55,894,582 140,036,218 Date - File Name Status Page 129 Annual Report...

  • Page 130
    Annual financial report as at 31 December 2014 6.4 Statement of changes in shareholders' equity (EUR) Accumulated losses and Loss for the period (26,647,909) Legal reserve Share Capital (EUR) Balance at 1 January 2013 92,019,514 90,734 Stock option reserve - Loss coverage reserve - Other ...

  • Page 131
    ... ACTIVITIES 15,194 (137,589) NET INCREASE/(DECREASE) IN NET CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR CASH AND CASH EQUIVALENTS 360,676 7,292 367,968 1,925 5,367 7,292 Date - File Name Status Page 131 Annual Report as at 31 December 2014

  • Page 132
    ... its revenue streams in web and Over-The-Top services. During 2014, from an operational perspective and within a context involving competitive pressure in the market of accesses from a fixed network, management continued to pursue the following: Date File Name Status Page 132 Annual Report as at 31...

  • Page 133
    ... a number of financers (hereinafter "Senior Financiers" or "Lenders"), for the purpose of ensuring an equity and financial structure capable of permitting, over the long-term, the achievement of a balanced economic, equity and financial situation. Date - File Name Status Page 133 Annual Report...

  • Page 134
    ... against payment for a maximum of 1,000,000,000 ordinary Tiscali shares, lacking par value, with exclusion of the purchase option pursuant to Article 2441.5 of the Italian Civil Code ("Share Capital Increase"). The agreement Date File Name Status Page 134 Annual Report as at 31 December 2014

  • Page 135
    ... deadlines or alternatively the redefinition of the related debt repayment plan as agreed with the same leasing companies; and (iv) the ability to refinance the final instalment of the debt as per the Restructuring Agreements falling due in 2017. Date File Name Status Page 135 Annual Report as at...

  • Page 136
    ...the sphere of the Public Connectivity System by CONSIP; the transfer of the Leasing Agreement by the envisaged deadline or alternatively the redefinition of the related debt repayment plan as agreed with the same leasing companies; Date File Name Status Page 136 Annual Report as at 31 December 2014

  • Page 137
    ... was drawn up in line with the minimum contents fixed by IAS 1 - Presentation of Financial Statements - with costs assignment by nature; the statement of financial position was drawn up by following the scheme pointing out the Date File Name Status Page 137 Annual Report as at 31 December 2014

  • Page 138
    ... for financial assets 'available for sale', at fair value or alternatively at cost whenever fair value cannot be reliably calculated. Gains and losses from changes in fair value are directly booked to equity until the security is disposed of or is Date File Name Status Page 138 Annual Report as...

  • Page 139
    .... 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 effective interest rate method, calculated considering the issue costs and any other premium or discount...

  • Page 140
    ... or expense that are taxable or deductible in other years and it also excludes items that are never taxable or deductible. Liability for current tax is calculated using tax rates applicable at the statement of financial position date. Date File Name Status Page 140 Annual Report as at 31 December...

  • Page 141
    ... the control of the Directors and the Group management, as described in the section " Assessment of the business as a going-concern and future outlook". Accounting estimates and relevant assumptions Provisions for risks and charges Provisions for risks and charges relating to potential legal and tax...

  • Page 142
    ... any assets or CGU for which, during the period, an impairment loss has been recognised or "reversed". There have been no impacts on the disclosures provided in the notes to the Company's financial statements. Date File Name Status Page 142 Annual Report as at 31 December 2014

  • Page 143
    ... was novated, provided that certain criteria are met. These amendments did not have any impact on the Company's financial statements. 2010-2012 annual improvement project - As part of the 2010-2012 annual improvement project, the IASB issued seven amendments to six accounting standards, which...

  • Page 144
    ...IAS 19 - Employee Benefits and IAS 34 - Interim Financial Reporting. Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - The amendments have the aim of clarifying the accounting treatment, both in the case of loss of control over...

  • Page 145
    ...use the Tiscali trademark calculated as a percentage of the sales revenue of the company using said trademark. The residual balance of EUR 0.1 million comprises sundry revenues, costs recharged and out-ofperiod income. Revenues by country (EUR 000) Revenues from services provided to Group companies...

  • Page 146
    ... Tiscali Italia S.p.A. of the fines accrued on the VAT payable pertaining to the same. Write-downs of receivables and other write-downs (note 5) EUR 000 Write-down of receivables Restructuring costs and other write-downs Total 2014 165 1,415 1,580 2013 372 913 1,285 Date - File Name Status...

  • Page 147
    ... charges incurred for the signing of the new Senior debt restructuring agreement, on 23 December 2014, for EUR 1.4 million. 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 147 Annual Report...

  • Page 148
    ... on the GFA debt incurred by the parent company Tiscali S.p.A.. Income taxes (note 7) EUR 000 Current taxes Prepaid taxes Other taxes Net taxes for the year 2014 49 49 2013 81 81 The balance of current taxes includes IRAP (regional business tax) and IRES (company earnings' tax) for the year...

  • Page 149
    ... from the same subsidiary for the entire amount while the decrease in the value of the equity investment in Tiscali Financial Services Sa refers to the sale of the same to the subsidiary Tiscali International B.V. in January 2014. Date - File Name Status Page 149 Annual Report as at 31 December...

  • Page 150
    ...shows a positive difference between the recoverable value and book value, therefore Tiscali S.p.A. is not obliged to make any write-down of the investment in Tiscali Italia. (vii) Sensitivity analysis of the impairment test results Date File Name Status Page 150 Annual Report as at 31 December 2014

  • Page 151
    ... of the impairment tests. Other information SUBSIDIARIES (EUR 000) Registered Offices Share Capital Shareholders' equity Result % Held Book value Tiscali Finance SA (in liquidation) (*) Tiscali Italia S.p.A. World Online International N.V (*) Tiscali UK Holdings Ltd (*) Total Luxemburg...

  • Page 152
    ... Business UK Ltd Tiscali Deutschland Gmbh Tiscali Finance Sa Tiscali Financial Services Sa Tiscali Italia S.p.A. Tiscali Verwaltungs GmbH Veesible S.r.l. 31 December 2014 1,520 551 34 22 73 2,210 31 December 2013 1,440 17 550 28 80 103 2,218 . Date - File Name Status Page 152 Annual Report...

  • Page 153
    ... 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 153 Annual Report as at 31 December 2014

  • Page 154
    ... for the issue of the escrow relating to the sale of Tinet S.p.A. for EUR 0.5 million. Cash and cash equivalents (note 13) At the end of 2014, cash and cash equivalents totalled EUR 368 thousand and include the company's liquid resources, essentially held in bank current accounts. Reference should...

  • Page 155
    ... Other reserves Previous years' losses Total 92,052 91 (0) (3,572) (26,904) 61,667 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 155 Annual Report as at 31 December 2014

  • Page 156
    ... Payables to Group companies Other payables Total The balance of Other non-current liabilities primarily concerns financial payables due to group companies for EUR 3.9 million, illustrated in detail in the table below: (EUR 000) Tiscali Gmbh Tiscali Italia S.p.A. Tiscali International Network BV...

  • Page 157
    ... 2012 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 157 Annual Report as at 31 December 2014

  • Page 158
    ... to third party suppliers relate mainly to payables for professional consulting services. 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. Date - File Name Status Page 158 Annual Report as at...

  • Page 159
    ... 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 social security and welfare institutions. Date - File Name Status Page 159 Annual Report as at...

  • Page 160
    ... parent company for the loans granted by financial institutions as part of the restructuring of the Group's debt carried out during 2014. 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...

  • Page 161
    ... third parties O. Non-current financial debt (K) + (L) + (M) + (N) P. Net financial debt (J) + (O) 368 368 986 (33,640) (33,640) (32,286) (3,918) (3,918) (36,204) 7 7 193 (33,992) (33,992) (33,792) (4,245) (4,245) (38,037) Date - File Name Status Page 161 Annual Report as at 31 December 2014

  • Page 162
    Annual financial report as at 31 December 2014 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 163
    ...services Payroll and related costs Other operating costs Write-downs of receivables from customers Restructuring costs and 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...

  • Page 164
    ...services Payroll and related costs Other operating costs Write-downs of receivables from customers Restructuring costs and 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...

  • Page 165
    ...' equity Non-current liabilities Current liabilities Total Liabilities and Shareholders' equity 138,370 1,666 140,036 61,667 61,667 22,475 55,895 140,036 2,201 238 2,438 1.59% 13.85% 3,918 33,640 37,558 17.43% 60.13% Date - File Name Status Page 165 Annual Report as at 31 December 2014

  • Page 166
    ...' equity Non-current liabilities Current liabilities Total Liabilities and Shareholders' equity 133,205 4,246 137,451 61,101 61,101 21,600 54,752 137,451 2,217 3,943 6,160 1.7% 83.9% 4,245 33,992 38,237 19.7% 62.1% Date - File Name Status Page 166 Annual Report as at 31 December 2014

  • Page 167
    ... Group companies Other related parties (2,474) (138) (1,141) 4,264 (355) - (1,042) 4,279 Other related parties Total Group companies and other related parties (2,474) (138) (1,141) 4,264 (355) - (1,042) 4,279 Date - File Name Status Page 167 Annual Report as at 31 December 2014

  • Page 168
    ... 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. Istella S.r.l. Veesible S.r.l. Total Group companies Other related parties Other related...

  • Page 169
    ... parties Total Group companies and other related parties 3,943 1 1 1 1 1 1 1 1 1 1 1 1 1 3,917 26 3,943 Financial receivables 1,440 17 550 28 80 102 2,217 Trade payables 2,217 450 33,992 4,244 (1) Group companies. Date - File Name Status Page 169 Annual Report as at 31 December 2014

  • Page 170
    ...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. Civil and administrative proceedings Dispute open with TeleTu In June 2011, Tiscali Italia...

  • Page 171
    ... amount requested from WOL and the financial institutions involved comes to EUR 111 million. Also supported by the assessments of their legal advisors, the Directors believe that the risk of losing is not probable as things stand. Date File Name Status Page 171 Annual Report as at 31 December 2014

  • Page 172
    ... Article 25 ter, letter c) of Italian Legislative Decree No. 231/2001, in the event of conviction just a monetary fine would be applicable of 400 to 800 penalty units. The Company has undertaken the necessary defence action. Date - File Name Status Page 172 Annual Report as at 31 December 2014

  • Page 173
    ... until approval of the financial statements as at 31 December 2014 350,000 41,414 72,000 Gabriele Racugno Director 25,000 Luca Scano Director 25,000 1,622 200,000 Assunta Brizio Director 25,000 Franco Grimaldi Director 25,000 Date - File Name Status Page 173 Annual Report as at 31...

  • Page 174
    ... at 31 December 2014 in office since 1 January 2014 until approval of the financial statements as at 31 December 2014 in office since 1 January 2014 until approval of the financial statements as at 31 December 2014 35,000 25,000 25,000 Date - File Name Status Page 174 Annual Report as at 31...

  • Page 175
    ... - Tiscali S.p.A. Reconta Ernst & Young S.p.A. Parent Company - Tiscali S.p.A. Fee (EUR 000) 272 35 307 (1) Fees inclusive of the audit of the consolidated financial statements and the limited audit on the interim report. Date - File Name Status Page 175 Annual Report as at 31 December 2014

  • Page 176
    ... the equity, economic and financial situation of the issuer. Cagliari, Italy, 19 March 2015 The Chief Executive Officer The Executive appointed to draw up the corporate accounting documents Renato Soru Pasquale Lionetti Date - File Name Status Page 176 Annual Report as at 31 December 2014

  • Page 177
    Annual financial report as at 31 December 2014 Date - File Name Status Page 177 Annual Report as at 31 December 2014

  • Page 178
    ... Acronym for Capital Expenditure. Identifies the outgoing cash flows generated by the investments in an operating structure. Date File Name Status Page 178 ADSL ADSL2+ Uncovered Areas ARPU Bitstream Broadband Broadcast Unique browsers Access fee Capex - Annual Report as at 31 December 2014

  • Page 179
    ... 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, usually charged on a time basis...

  • Page 180
    ... 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 180 IPTV IRU ISDN Internet Service Provider or ISP Leased lines MAN Annual Report as at 31 December 2014

  • Page 181
    ... or fibre-optic network. Acronym for Mobile 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...

  • Page 182
    .... The sale of radio and TV transmissions wholesale by a media company that owns the rights and usually the delivery platform also. Acronym for Small office Home office, for small offices, mostly professional offices or small firms. Acronym for Single-pair High-speed Digital Subscriber Line. SHDSL...

  • Page 183
    ... 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 184
    ...temporary access system that is usually replaced by LLU. Acronym for Digital Subscriber Lines, a technology that, by means 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...

  • Page 185
    Annual financial report as at 31 December 2014 8 Reports Date - File Name Status Page 185 Annual Report as at 31 December 2014

  • Page 186
    ... information from the Board of Statutory Auditors of the subsidiary 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...

  • Page 187
    ... 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 SpA...

  • Page 188
    ... Decree No. 58/98, we formally acknowledge that the 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...

  • Page 189
    ...relating to the share capital increase transaction. In order to provide full disclosure, we hereby reveal that during 2014 the subsidiary Tiscali Italia SpA granted Reconta Ernst & Young SpA two appointments for the performance of "agreed procedures" on specific information provided by the directors...

  • Page 190
    ...vis-Ã -vis Tiscali SpA for not having taken steps to make the 2013 financial report and related attachments available to the public within 120 days of the end of the year, as per Article 154 ter, section 1 of the CFL, as well as the interim report as at 31 March 2014 within 45 days of the end of the...

  • Page 191
    Tiscali SpA Report of the Board of Statutory Auditors 6 PIERO MACCIONI ANDREA ZINI

  • Page 192
    Tiscali S.p.A. Consolidated financial statements at 31 December 2014 Independent auditors' report pursuant to Articles 14 and 16 of Italian Legislative Decree No. 39 dated 27 January 2010

  • Page 193
    ... in shareholders' equity and the related explanatory notes, of Tiscali S.p.A. and its subsidiaries the Tiscali Group" as of and for the year ended December . Tiscali S.p.A.'s directors are responsible for drafting the financial statements in compliance with the International Financial Reporting...

  • Page 194
    ... Sa Illetta the Leasing Agreement , which may be finalised between the parties on verification of specific conditions which must take place by 31 March 2015; On March , Tiscali S.p.A.'s Board of Directors approved the up-date of the business plan, extending the timescale to Plan . The -2018 Plan...

  • Page 195
    ... by the envisaged deadlines or alternatively the redefinition of the debt repayment plan as already agreed with the leasing companies; and (iv) the ability to refinance the final instalment of the debt as per the Restructuring Agreements falling due in 2017; the Directors believe that the positive...

  • Page 196
    ... of Italian Legislative Decree No. 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 2014. Milan, Italy, 20 March 2015 Reconta Ernst & Young S.p.A. Luca Pellizzoni...

  • Page 197
    Tiscali S.p.A. Financial statements at 31 December 2014 Independent auditors' report pursuant to Articles 14 and 16 of Italian Legislative Decree No. 39 dated 27 January 2010

  • Page 198
    ... Assessment of the business as a going-concern and business outlook , Tiscali S.p.A. closed its financial statements with a profit of EUR . million and shareholders' equity of EUR . million; it is the parent company of a Group the Tiscali Group or Group which closed the year with a consolidated...

  • Page 199
    ... Sa Illetta the Leasing Agreement , which may be finalised between the parties on verification of specific conditions which must take place by 31 March 2015; On March , Tiscali S.p.A.'s Board of Directors approved the up-date of the business plan, extending the timescale to Plan . The -2018 Plan...

  • Page 200
    ...; (iii) the transfer of the Leasing Agreements by the envisaged deadlines or alternatively the redefinition of the debt repayment plan as already agreed with the leasing companies; and (iv) the ability to refinance the final instalment of the debt as per the Restructuring Agreements falling due in...

  • Page 201
    ... bis of Italian Legislative Decree No. 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 2014. Milan, Italy, 20 March 2015 Reconta Ernst & Young S.p.A. Luca Pellizzoni...