Tiscali 2014 Annual Report Download - page 72

Annual financial report as at 31 December 2014
Date
File Name
Status
Page
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Annual Report as at 31
December 2014
72
In conclusion, on 19 March 2015, Tiscali’s Board of Directors approved the up-date of the Business
Plan, so as to take into account the afore-mentioned forward-looking developments of the Consip
Tender and the results for the first few months of 2015, extending the timescale to 2018 (“2015-2018
Plan”). The 2015-2018 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 TLC sector, the Directors believe that this
prospective debt can be refinanced in relation to the level of net debt / EBITDA envisaged for 2017 in
the 2015-2018 Plan.
The achievement of a situation of equity, economic and financial balance for the Group over the long-
term is consequently subordinate 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 and the consequent repayment of Facility A1;
(ii) the final awarding of the Consip Tender; (iii) the transfer of the Leasing Agreements by the
envisaged deadlines or alternatively the redefinition of the related debt repayment plan as agreed with
the same leasing companies; and (iv) the ability to refinance the final instalment of the debt as per the
Restructuring Agreements falling due in 2017.
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