Tiscali 2013 Annual Report Download - page 63

Annual financial report as at 31 December 2013
Date
File Name
Status
Page
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Annual Report as at 31
December 2013
63
of Directors on 13 June 2014, which in turn presupposes the realisation of forecasts and assumptions
contained therein, and in particular, with reference to the evolution of the telecommunications market
and achievement of the growth objectives set out (in a market context characterised by heavy
competitive pressure).
In this context:
 as from the first few months of 2013, the Company - also in the interests of the other Tiscali
Group companies - made a number of preliminary assessments and launched the first
negotiations with said financing institutions as per the GFA so as to reschedule the debt;
 in April 2013, the Company submitted a debt restructuring proposal to all the creditors as per
the GFA;
 in June 2013, a financial advisor was appointed to support the Tiscali Group with the
restructuring of its financial debt;
 further to the negative response from some of the financing institutions, the Company drew up
- with the support of the financial advisor - a new restructuring proposal which was submitted
to the financing institutions during the first few days of August 2013;
 despite the positive responses of the Group’s two main financial creditors, in October 2013 it
emerged that the proposal had not met with the unanimous consent of the financing
institutions as per the provisions of the GFA;
 after various meetings and further discussions with the financing institutions as per the GFA, in
March 2014 a number of these financing institutions presented the Group with a restructuring
proposal which the Group deemed somewhat impracticable since it would have led to a
considerable disparity in the treatment of the various Group creditors and would have made it
practically impossible to obtain the necessary consent of the creditors penalised the most, as
well as unfairly; on 13 March and then on 20 March 2014, the Company therefore drew up and
sent to all the financing institutions as per the GFA two different drafts of a Term Sheet
containing the main terms and conditions of a new proposal for a debt restructuring
transaction which takes into account, as far as possible, the last proposal sent by the financing
institutions;
 despite obtaining the compliance of the two leading financial creditors of the Group, the
proposal containing the afore-mentioned Term Sheet was rejected by the others which, on 27
March 2014 and then on 7 April 2014, submitted two new proposals to the Group which,
however, did not obtain the consent of the main financial creditor of the Group;
 following further discussions between the Group and the financing institutions, on 2 May 2014
the Group’s financial advisor, in an attempt to reconcile the interests of all the parties involved,
sent the Financing Institutions a new Term Sheet drawn up on the basis of the last one
proposed by the former, having taken into account all the aspects which had not emerged as
acceptable;
 this was followed by an additional, structured and intense period of negotiation with the
financing institutions, which ended up in the drawing up, by the Company, of various new
drafts of the afore-mentioned Term Sheet, the last of which was sent to the financing
institutions by the Group’s financial advisor on 6 June 2014;
 this last draft of the Term Sheet contained a new proposal as things stand not binding, which
on the one hand could give rise to a recapitalisation of the group and on the other will lead to a
partial rescheduling of the debt and the re-wording of the financial covenants currently
envisaged by the GFA in line with the Group performances envisaged in the new financial and
business plan;