Tiscali 2014 Annual Report Download - page 135

Annual financial report as at 31 December 2014
Date
File Name
Status
Page
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Annual Report as at 31
December 2014
135
(“SEF Agreement”) contains the terms and conditions for the subscription, by said Société
Générale (hereinafter also “SG”), of the Share Capital Increase, summarised in short below:
o the subscription may take place in several tranches, on the basis of requests
discretionally made by Tiscali in accordance with the terms and conditions contained
in the SEF Agreement (the “Subscription Requests”). In accordance with the
Agreement, SG has committed to subscribing - for each tranche - a number of Shares
equating to the lower between: (i) the number of shares indicated in the Subscription
Request; (ii) the difference between: the maximum number of shares to be issued to
serve the Share Capital Increase and the number of shares already subscribed by SG
for the previous Subscription Requests; and (iii) the guaranteed number of shares,
equating to the lower between: (1) 100,000,000 shares; (2) a number of shares equal
to twice the arithmetic average of the daily volumes of the transactions relating to the
Tiscali shares (with exclusion of the transactions carried out in blocks) in the 15 stock
market days open immediately prior to the date of conclusion of each Pricing Period,
as defined in the SEF Agreement; and (3) a number of shares equal to the ratio
between EUR 7,000,000 and the subscription price of the shares. SG will in any event
have the faculty, at its discretion, to subscribe the number of Shares indicated by the
Company in the Subscription Request, when this quantity of shares also should
exceed the limits as per the previous points (ii) and (iii);
o in accordance with the SEF Agreement, Société Générale may subscribe ordinary
Tiscali shares for a total maximum equivalent value of EUR 42,500,000;
o pursuant to the Restructuring Agreements, the proceeds deriving from the Share
Capital Increase shall be allocated exclusively to repaying Facility A1 in advance;
In pursuance of the agreement indicated above:
 on 30 January 2015, Tiscali’s 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 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.
In conclusion, on 19 March 2015, Tiscali’s Board of Directors approved the up-date of the Business
Plan, so as to take into account the afore-mentioned forward-looking developments of the Consip
Tender and the results for the first few months of 2015, extending the timescale to 2018 (“2015-2018
Plan”). The 2015-2018 Plan hypothesises, amongst other aspects, the ability of the Group to refinance
the last instalment of the debt as per the Restructuring Agreements falling due in 2017. On the basis of
the market analysis on corporate bond issues in the TLC sector, the Directors believe that this
prospective debt can be refinanced in relation to the level of net debt / EBITDA envisaged for 2017 in
the 2015-2018 Plan.
The achievement of a situation of equity, economic and financial balance for the Group over the long-
term is consequently subordinate to the achievement of the results envisaged in the 2015-2018 Plan,
and therefore the realisation of the forecasts and the assumptions contained therein relating, in
general, to the evolution of the telecommunications market and the accomplishment of the growth
objectives set (in a market context characterised by strong competitive pressure) and in particular: (i)
to the positive conclusion of the Share Capital Increase and the consequent repayment of Facility A1;
(ii) the final awarding of the Consip Tender; (iii) the transfer of the Leasing Agreements by the
envisaged 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.