Tiscali 2008 Annual Report Download - page 31

new shares authorized by the share capital increase resolution
with the exclusion of the purchase option, approved by the Tiscali
extraordinary shareholders’ meeting held on 27 December
2007.ordinaria degli azionisti di Tiscali del 27 dicembre 2007.
Resignation of Mario Mariani from the office of Chief
Executive Officer of Tiscali Italia S.p.A.
On 11 November 2008, Mario Mariani, Chief Executive Officer
of Tiscali Italia since June 2006, left the Company so as to follow
the development of a new professional project. The Role of
Tiscali Italia S.p.A.’s Chief Executive Officer was covered ad
interim by the Group’s Chief Executive Officer Mario Rosso,
aided with regard to the co-ordination of the operating activities
by Luca Scano, CFO of Tiscali Italia S.p.A..
Launch of a plan for the rationalization of Italian
operations and of a voluntary incentive redundancy
programme
As from November 2008, Tiscali launched a plan aimed at
rationalizing Italian operations for the purpose of simplifying the
structure of the operating costs. In this context, the Company
drew up, together with the trade unions, a voluntary incentive
redundancy programme for its employees. The plan has set
itself the aim of making a total reduction in operating costs and
overheads of up to around EUR 40 million (of which EUR 13
million on payroll and related costs).
On 3 December 2008, the Trade Union organizations SLC-CGIL,
FISTel-CISL and UILCOM-UIL signed an agreement with the
Company for the handling of the redundancies by means of the
use of just incentive laying off on a voluntary basis. At 31
December 2008, the initiative led to the termination of 49
permanent employment contracts (with voluntary incentive
redundancy) and of 36 collaboration agreements.
4.5 Analysis of the Group economic, equity and
financial position
Foreword
Tiscali is one of the leading alternative telecommunications operators
in Europe. With over 2.9 million customers, at 31 December 2008,
Tiscali is one of the leading suppliers of Broadband services with
xDSL technology (over 2.3 million customers) and voice and
Narrowband services (around 600 thousand customers). Via a
cutting edge network based on IP technology, Tiscali is able to
provide its customers with a wide range of services, from Internet
access, both via broadband and narrowband, together with more
specific and technologically advanced products for satisfying the
market requirements. This range also includes voice services (VoIP
and CPS), portal services and IPTV.
EUR 6.2 million. The purchase transactions were carried out in
accordance with the provisions set forth in Articles 2357 and et
seq. of the Italian Civil Code and within the limits set in the
authorisation from the shareholders' meeting.
Pursuant to articles 132 of the Italian Finance Consolidation Act
and 144-bis of the Italian Issuers’ Regulations, the purchases
took place on regulated markets in accordance with the
operational procedures set forth in the rules for the organisation
and management of said markets. Moreover, the purchases were
executed with daily volumes of no more than 25% of the average
daily volume of the Tiscali shares traded in the month prior to
the official public notification of the programme, pursuant to
article 5 of the Regulation (EC) No. 2273/2003.
Appointment of the new Board of Directors and audit
mandate to Reconta Ernst&Young S.p.A.
Tiscali’s ordinary shareholders’ meeting held on 29 April 2008
appointed the new Board of Directors, made up of five
members, including Mario Rosso, appointed Chairman and
Chief Executive Officer, Massimo Cristofori, Francesco Bizzarri
and Arnaldo Borghesi, reconfirmed, and the new director
Umberto De Julio, an independent member.
The Shareholders’ Meeting also appointed Reconta Ernst &
Young S.p.A. as auditor for the years 2008-2016.
Renewal of the organizational set-up of the finance area
On 9 June 2008, Massimo Cristofori, CFO of the Group (who
had followed Tiscali since its start-up) left the Company,
maintaining his role as Tiscali S.p.A. Board Director. The Chief
Executive Officer, Mario Rosso, undertook the role of Group
CFO ad interim. Romano Fischetti, head of Planning, Reporting
and Auditing, was appointed as Executive in charge of drawing
up the Company’s accounting documents.
Conversion of the convertible bond (EUR 60 million)
subscribed by Management & Capitali and
subsequent reduction of the interest holding
In September 2008, the convertible bond subscribed by
Management&Capitali (M&C) on 27 December 2007 for a nominal
EUR 60 million was fully and automatically converted – also with
regard to the capitalized interest portion – into approximately 42.3
million ordinary Tiscali SpA shares, corresponding to around 6.9
percent of the capital after the new issue. The bond regulations
envisaged the automatic mandatory conversion in the event that
the changeable average (20 days) of the official Stock Exchange
prices was, for five consecutive days, equal to or less than the
value of the Tiscali stock, calculated by dividing the nominal value
of the bond plus capitalized interest by the maximum number of
REPORT ON OPERATIONS
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