Tiscali 2001 Annual Report Download - page 133
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125
Shareholdings display an overall change as compared to December 31, 2000 consisting of
a total increase of EUR 767mn, accruing from take-overs, and a total decrease of EUR
924mn of which about EUR 922mn as a consequence of write-downs. Said write-downs
were carried out in order to align the cost of participations to current values, established
according to the following criteria:
– for take-overs carried out by means of the issue of new shares, the original cost
was adjusted to the average quotation of Tiscali stock in January 2002;
– for Companies which, in the framework of the reorganisation process were
transferred, valuation was carried out, especially for ISPs, by multiplying the
number of active subscribers by current market value assigned to each subscriber;
– for other operations which may not be valued by means of the above described
criteria, (e.g. telecommunications Companies), current value was established on a
case by case basis.
We also wish to highlight the fact that for the valuation of the Companies held in Germany
and the UK, experts' assessments of the total business managed by the Tiscali Group in
those areas were taken as reference.
These valuation criteria were applied also to determine the transfer price of participations
within the Group, which became necessary as part of the above described reorganisation
process, in order to run said operations at updated market value.
The most significant transactions carried out during FY 2001 are briefly described below:
AddCom AG
In December 2000, Tiscali bought the whole of the share capital of Addcom AG, one of the
leading German Internet Service Provider. In March 2001, this transaction was concluded
through the issue of 1,532,887 new Tiscali shares. In the framework of Group
reorganisation, the Company was transferred to the German subsidiary Tiscali GmbH for
about EUR 5.4mn, generating capital gains of about EUR 2.9mn. In December 2001, the
Company was merged into the purchasing Company.
Best Engineering SpA
The Company, acquired in July 2000, partly through the issue of new Tiscali shares, was
written down by about EUR 4.3mn in order to align its book value to the Tiscali stock
average quotation in January 2002, substantially lower than quotation at the time of
acquisition.
CD Telekomunikace sro
In July 2001, Tiscali SpA, which already held 80% of this Company's stock, purchased the
remaining 20% by means of the issue of 1,043,333 new Tiscali shares. The write-down
carried out, for about EUR 8.8mn reflects the alignment of book value to the average
quotation of Tiscali stock as at January 2002.
Parent Company Financial Statements