Tiscali 2014 Annual Report Download - page 194

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 finalised agreements with the financing institutions for the restructuring of the loan
agreement known as the Group Facility Agreement (the Restructuring
Agreements, after having obtained the asseveration of the business plan by a
professional appointed in accordance with Article 67.3, letter d) of the Italian
Bankruptcy Law;
 entered into an agreement with Société Générale in relation to the subscription by
the latter of a share capital increase against payment the Share Capital Increase
to be used exclusively for the early repayment of a portion of the debt deriving from
the Restructuring Agreements, amounting to EUR 42.4 million, falling due on 30
November  Facility A;
 accepted the offer made by a leading Italian real estate fund relating to the transfer
of the leasing agreement concerning the property 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;
 took part in the tender called by Consip S.p.A. for the supply of connectivity services
in favour of the Public Administration Authorities the Consip Tender, and turned
out to be the group with the best economic bid. The Directors highlight that as things
stand, the Tiscali Group is awaiting the completion of the formal controls,
preparatory to the final assignment envisaged by the end of the first half of 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 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 telecommunications sector, the Directors believe that this
residual debt can be refinanced in relation to the level of net debt / EBITDA envisaged for
2017 in the 2015-2018 Plan.
Furthermore, the Directors disclose that - again on 19 March 2015 - a non-binding
memorandum of understanding was signed for a merger transaction with the Aria Group,
an Italian Service provider which offers telecommunications services under Wimax
throughout Italy. The transaction envisages,
inter alia , a new capital contribution from the
shareholders of the Aria Group. The 2015-2018 Plan does not include any impact in relation
to this transaction.
Despite highlighting how the achievement of a situation of equity, economic and financial
balance for the Group over the long-term is subordinate to significant uncertainties linked 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 for EUR 42.4 million and the consequent
repayment of Facility A1; (ii) the final awarding of the Consip Tender; (iii) the transfer of the