Tiscali 2014 Annual Report Download - page 188

Tiscali SpA 3
Report of the Board of Statutory Auditors
tive Decree No. 39/10, during the course of which no significant data or information
emerged which must be indicated in this Report; on 20 March 2015, the independent
auditing firm Reconta Ernst & Young S.p.A. issued its reports on the statutory financial
statements and the consolidated financial statements at 31 December 2014, drawn up
in compliance with the International Financial Reporting Standards (IFRS) adopted by
the European Union. These reports express a positive opinion and include references
to information on the economic, equity and financial situation and on the elements
and assessments described by the Directors to support the adoption of the assumption
of the business as a going concern when drawing up the financial statements, as well
as on a number of disputes and risks outstanding, in relation to which we refer you to
said reports;
j) we hereby reveal that the Board of Directors on 16 February 2015, exercising the au-
thority granted it by the extraordinary shareholders’ meeting on 30 January 2015, re-
solved the increase of the share capital, with the exclusion of the purchase option as
per Article 2441.5 of the Italian Civil Code, for a maximum amount of one billion
shares, to be reserved for subscription by Société Générale. The afore-mentioned
transaction falls within the agreements with the Group’s senior creditors finalised at
the restructuring of the senior debt deriving from the Group Facility Agreement en-
tered into in 2009. It is hereby specified that the proceeds deriving from the subscrip-
tion of the share capital increase will be allocated towards repaying part of the
Group’s debt due to the Senior financiers (Facility A1). Furthermore, as indicated by
the directors, on 19 March 2015, a non-binding agreement was signed for a merger
transaction with the “Aria” Group, an Italian Service provider involved in offering ser-
vices under Wimax throughout Italy. The transaction also envisages the contribution of
new financial means by the shareholders of “Aria”;
k) on 20 March 2015, the independent auditing firm issued the Report pursuant to Article
19.3 of Italian Legislative Decree No. 39/10;
l) in pursuance of Article 149.1, letter c) bis of Italian Legislative 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 Code has been effectively ascertained by this Board and has
been covered, with regard to its various aspects, in the report on Corporate govern-
ance which the Board of Directors makes available to yourselves, to which we make
reference for more suitable and complete disclosure in this connection;