Tiscali 2014 Annual Report Download - page 15

Annual financial report as at 31 December 2014
Date
File Name
Status
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Annual Report as at 31
December 2014
15
Signing of an agreement for the restructuring of the senior debt and SEF (Stand-by Equity Facility)
agreement with Société Générale
On 23 December 2014, Tiscali entered into agreements with the financing institutions (“Senior
Financiers”) aimed at restructuring and rescheduling its senior debt deriving from the Group Facility
Agreement (GFA) (the “Restructuring Agreements”) and amounting, as of that date, to around EUR
140 million. The Restructuring Agreements are based on the Business Plan certified in accordance
with Article 67.3, letter (d) of the Italian Bankruptcy Law.
On 24 December 2014, the Company entered into an agreement with Société Générale relating to a
Stand-by Equity Facility (“SEF Agreement”).
The SEF Agreement envisages that Société Générale subscribes a share capital increase of the
company against payment, to be carried out in one or more tranches with exclusion of the option right,
as per Article 2441.5 of the Italian Civil Code (the “Share Capital Increase”). The SEF Agreement
contains the terms and conditions for the subscription, by said Société Générale, of the Share Capital
Increase. This subscription shall take place in several tranches, on the basis of subscription requests
discretionally made by Tiscali in accordance with the terms and conditions established in said SEF
Agreement.
Greater details on the debt restructuring transactions and the Share Capital Increase are illustrated in
the section “Assessment of the business as a going-concern and future outlook”.
3.5 Analysis of the Group economic, equity and financial position
Introduction
Founded in 1998, Tiscali is one the leading alternative telecommunications operators in Italy.
Thanks to a cutting edge network based on IP technology, Tiscali provides its customers with a wide
range of services, from broadband and narrowband internet access, together with more specific and
hi-tech products. This offer also includes voice services (VOIP and CPS), and portal and mobile
telephone services, thanks to the service supply agreement 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;
(iii) “Voice”, inclusive of traditional telephone traffic services (CS and CPS) and 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.