Tiscali 2014 Annual Report Download - page 35

Annual financial report as at 31 December 2014
Date
File Name
Status
Page
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Annual Report as at 31
December 2014
35
Final assessment of the Board of Directors
The Board of Directors, after lengthy discussion, has highlighted how the Group:
 generated, during 2014, cash and cash equivalents amounting to approximately EUR 34.1
million;
 continued its strategy for the development of mobile phone services and the sectors with high-
growth potential, such as the media sector and Over-The-Top products;
 presented the best economic bid relating to the afore-mentioned Consip Tender and has passed
the close suitability examination carried out by the CONSIP awarding commission;
 finalised the Restructuring Agreements of the GFA with the Senior Financiers, after having
obtained the asseveration of the Business Plan;
 launched all the formal processes for the finalisation of the Share Capital Increase transaction,
and in particular: (i) called the Tiscali shareholders’ meeting which in extraordinary session held
on 30 January 2015 granted the Company’s Board of Directors suitable authorisation; (ii) called
the Company’s Board of Directors which on 16 February 2015 approved the Share Capital
Increase; and (iii) filed the Information Prospectus required for the Share Capital Increase
transaction care of CONSOB;
 accepted the offer made by a leading Italian real estate fund relating to the transfer of the
Leasing Agreement concerning the Sa Illetta property and launched the formal processes
necessary for the finalisation of the transaction defining, at the same time, the rescheduling of
the repayment plan of the same (for the period 2015-2017) if said transfer should not be
completed within the envisaged timescale;
 updated the Group’s financial and business plan having taken into account the results of the first
few months of 2015, in line with the Restructuring Agreements and the matters described above;
 signed as of today’s date, a non-binding memorandum of understanding for a merger
transaction with the Aria Group, an Italian Service provider which offers telecommunications
services under Wimax throughout Italy and which in February 2008 was awarded the licence at
the auction by means of which the Ministry of Communications deregulated the 3.5 GHz
frequencies, utilisable for Wimax and for LTE. A new capital contribution, inter alia, from the
shareholders of the Aria Group, is envisaged within the sphere of this transaction. The proposed
transaction, if completed, would make it possible to strengthen Tiscali’s coverage in the field of
broadband access from the fixed and mobile networks, creating a sole operator on the Italian
market capable of offering the entire range of services thanks to the combination of the two
network infrastructures. The 2015-2018 Plan does not include any impact in relation to this
transaction.
The Directors - despite disclosing how the recapitalisation and restructuring transaction relating to the
Group, and consequently the implementation of the 2015-2018 Plan, are subject to the occurrence of
specific conditions, including in particular:
 the positive conclusion of the Share Capital Increase and the consequent repayment of Facility
A1;
 the final awarding of the contract for the entrusting of the connectivity services within the sphere
of the Public Connectivity System by CONSIP;
 the transfer of the Leasing Agreement by the envisaged deadline or alternatively the redefinition
of the related debt repayment plan as agreed with the same leasing companies;