Tiscali 2014 Annual Report Download - page 171

Annual financial report as at 31 December 2014
Date
File Name
Status
Page
-
Annual Report as at 31
December 2014
171
the WOL listing prospectus and of certain public statements made by WOL and its Chairman
immediately prior to and after the listing.
By means of provision dated 17 December 2003, the first level Dutch court deemed that in certain
press releases issued by WOL prior to 3 April 2000, sufficient clarity was not provided regarding the
declarations made public by its former chairman at the time of listing relating to his shareholding.
Consequently, WOL was held responsible vis-à-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 2000 (date on which the press release was issued, specifying the
effective shareholding held by the former chairman of WOL). WOL appealed against this decision,
citing the correctness of the listing prospectus.
On 3 May 2007, the Amsterdam Court of Appeal partially amended the decision of the first level court,
deeming that the prospectus used at the time of listing was incomplete in some of its parts and that
WOL should have corrected certain information relating to the shareholding held by its former
chairman, reported by the media before said listing; furthermore, it was deemed that WOL had created
optimistic expectations regarding its activities.
On 24 July 2007, the Dutch association and the foundation mentioned above proposed an appeal
before the Dutch Supreme Court against the sentence of the Court of Appeal. On 2 November 2007,
WOL and the financial institutions tasked with the stock market listing filed their counter-appeal. In
November 2009, the Dutch Supreme Court pronounced its final sentence confirming the ruling of the
Court of Appeal and ruled that the listing prospectus was not complete under certain aspects and that
WOL management should have provided additional information during listing. It should be mentioned
that the ruling is limited to ascertaining certain aspects of WOL’s responsibility and that of the financial
institutions handling the listing with regard to the obligations on disclosure during an IPO and defines
certain principles that might be considered applicable to future court decisions (e.g. on the proof of
cause), while it did not rule on the actual damages, which should be the object of new, separate and
independent proceedings at the competent courts petitioned by investors. At present no such petition
has been initiated.
A dispute of a similar nature to that described above was forwarded by another Dutch foundation,
Stichting Van der Goen WOL Claims, in August 2001, and letters were subsequently received from
other parties, in which the hypothesis of proceeding with similar action was furthered, if the conditions
should apply.
In August 2013, the Tiscali Group - having also taken into account the existing insurance coverage -
entered into a settlement agreement with the financial institutions, on the basis of which the same
financial institutions waive all compensatory action vis-à-vis WOL relating to the transactions carried
out by them with the shareholders’ associations indicated above.
The agreement envisaged an outlay, by WOL, of a sum amounting to EUR 1.75 million, made in
September 2013.
You are also hereby informed that Stichting Van der Goen WOL Claims in December 2011 made an
additional request for compensation representing a further 28 shareholders or those entitled, in which
the hypothesis of proceedings with legal action was furthered. This request for compensation does not
fall within the afore-mentioned settlement agreement which the Tiscali Group has finalised with the
financial institutions. The same Stichting Van der Goen WOL Claims confirmed its claims by means of
letter dated 6 March 2013 and, subsequently, launched legal proceedings, served on 19 June 2014,
vis-à-vis WOL and the financial institutions tasked with the listing of said WOL.
On 1 October 2014, WOL filed the defence briefs, which was followed by the filing of the briefs by Van
der Goen on 7 January 2015. WOL expects to present its counterclaims on 1 April 2015. With regard
to the petitum of the dispute, the residual 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.