Tiscali 2014 Annual Report Download - page 71

Annual financial report as at 31 December 2014
Date
File Name
Status
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Annual Report as at 31
December 2014
71
55 million, to be repaid in six-monthly instalments, the last of which falling due on 30
September 2017;
o in the event of early repayment of Facility A1, the possibility of benefiting from a
discount of up to 10% on the face value of the debt repaid, in relation to the
repayment timescales;
o the possibility for the Company, assessing other forms of funding, to resort to
additional share capital increases and to negotiate with the financiers in accordance
with Facility A1 possible conversion into equity - upon the initiative of said Company
and subordinate to the occurrence of certain specific conditions - of the residual
portion of this credit facility;
o an interest rate of 6.5% for 2014, 7.5% for 2015, 9% for 2016 and 10% for 2017;
o financial covenants in line with the performances of the Tiscali Group envisaged in the
Business Plan.
 on 24 December 2014, established an agreement with Société Générale relating to the
subscription by the latter of a share capital increase against payment for a maximum of
1,000,000,000 ordinary Tiscali shares, lacking par value, with exclusion of the purchase option
pursuant to Article 2441.5 of the Italian Civil Code (“Share Capital Increase”). The agreement
(“SEF Agreement”) contains the terms and conditions for the subscription, by said Société
Générale (hereinafter also “SG”), of the Share Capital Increase, summarised in short below:
o the subscription may take place in several tranches, on the basis of requests
discretionally made by Tiscali in accordance with the terms and conditions contained
in the SEF Agreement (the “Subscription Requests”). In accordance with the
Agreement, SG has committed to subscribing - for each tranche - a number of Shares
equating to the lower between: (i) the number of shares indicated in the Subscription
Request; (ii) the difference between: the maximum number of shares to be issued to
serve the Share Capital Increase and the number of shares already subscribed by SG
for the previous Subscription Requests; and (iii) the guaranteed number of shares,
equating to the lower between: (1) 100,000,000 shares; (2) a number of shares equal
to twice the arithmetic average of the daily volumes of the transactions relating to the
Tiscali shares (with exclusion of the transactions carried out in blocks) in the 15 stock
market days open immediately prior to the date of conclusion of each Pricing Period,
as defined in the SEF Agreement; and (3) a number of shares equal to the ratio
between EUR 7,000,000 and the subscription price of the shares. SG will in any event
have the faculty, at its discretion, to subscribe the number of Shares indicated by the
Company in the Subscription Request, when this quantity of shares also should
exceed the limits as per the previous points (ii) and (iii);
o in accordance with the SEF Agreement, Société Générale may subscribe ordinary
Tiscali shares for a total maximum equivalent value of EUR 42,500,000;
o pursuant to the Restructuring Agreements, the proceeds deriving from the Share
Capital Increase shall be allocated exclusively to repaying Facility A1 in advance;
In pursuance of the agreement indicated above:
 on 30 January 2015, Tiscali’s shareholders’ meeting granted the Company’s Board of
Directors authority to increase the share capital, in tranches, by means of the issue of a
maximum of 1,000,000,000 ordinary shares of the Company and by means of exclusion of the
purchase option pursuant to Article 2441.5 of the Italian Civil Code;
 on 16 February 2015, Tiscali’s Board of Directors approved the Share Capital Increase, in
accordance with the authority granted above.