Communication to the market as per Art. 114 par. 5 Leg. Decree No. 58/98

Transcription

1 Cmmunicatin t the market as per Art. 114 par. 5 Leg. Decree N. 58/98 Cagliari, Nvember 30, 2018 In cmpliance with Cnsb request sent t the Cmpany n July 14, 2009, pursuant t article 114, paragraph 5 f the Law Decree N. 58/98, the Cmpany hereby prvides t the market the fllwing infrmatin cncerning the Tiscali Grup as at Octber 31, NET FINANCIAL POSITION OF THE TISCALI GROUP AND OF TISCALI SPA, SHORT-TERM AND MEDIUM TO LONG-TERM COMPONENTS HIGHLIGHTED Senir Lan As widely described in the Financial statements as at June 30, 2018, published n 23 Nvember 2018, at the end f a negtiatin prcess with Senir Debt Institutes (Intesa San Pal and Banca Pplare di Milan), the Cmpany prpsed a restructuring agreement, accrding t the fllwing terms: New due date: 30 September 2024 Repayment plan defines as fllws: a prepayment f EUR 20 millin, t be fllwed by a three-year preamrtizatin perid; amrtizatin f EUR 30 millin in 6 equal six-mnthly installments starting March 31, 2022; balance f the residual debt equal t abut 2/3 f the ttal t be paid in full n September 30, Interest rate: 1.0% rate n the prtin f debt that will be amrtized ver the perid (apprximately EUR 30 millin); 1.25% rate n the prtin f the debt t be repaid in full n September 30, 2024 (apprximately EUR 42.5 millin). The terms and cnditins f the Senir Debt Restructuring Agreement described abve, in finalizatin with the tw mentined credit institutins, have been cnfirmed by the same with special cmfrt letters received n Nvember 14 and 15, With these letters, the tw institutes undertake t bring t the apprval f the cmpetent decisin-making bdies with a psitive pinin, the restructuring agreements t the cnditins and terms described abve. Sale and Lease back Sa Illetta With reference t the "Sale & Lease Back Sa Illetta" debt utstanding with Medicredit Italian and Unicredit Leasing, fllwing the fulfillment f sme default cnditins, as fullier described in relatin t the management, the Cmpany has frwarded t the Pl Leasing the request t redefine the cntractual agreements and, in particular, the acceptance by the Pl Leasing f the prpsal fr a Restructuring Agreement fr Sa Illetta Leasing. This prpsal prvides that the prperty returns t the leasing cmpanies at a value that will be defined fllwing an evaluatin carried ut by an independent expert. If this valuatin value is fund t be lwer than the residual debt n the date f transfer f wnership, Tiscali will pay n June 30, 2019 a ttal payment equal t the difference between this valuatin value and the

2 value f the residual debt, fr a ttal maximum amunt f EUR 10 millin fr the cmplete repayment f the residual debt. On 14 Nvember 2018, the Pl Leasing sent a cmfrt letter t Tiscali, in which it undertakes t bring the afrementined prpsal t the apprval f the cmpetent decisin-making bdies in a shrt time. The terms and cnditins included in the prpsed Senir Debt Restructuring Agreements and the Sa Illetta Leasing Restructuring Agreement were nt reflected in the Financial Statements as at June 30, 2018, nr in the Grup's Net Financial Psitin reprted in this Cmmunicatin as f Octber 31st. 2018, as they were cmpleted after these dates. Cnsistent with what was dne in the 2017 Annual Financial Reprt, in the Financial Statements as at June 30, 2018 and in this Cmmunicatin, pending cmpletin f the Senir Debt Restructuring Agreements and the Sa Illetta Leasing Restructuring Agreement (which tk place with the receipt f the afrementined cmfrt letters in Nvember 2018), and due t the failure t cmply with sme financial cvenants and the nn-repayment f sme the installments prvided fr by the riginal financial amrtizatin plans, the Cmpany has prceeded t classify the entire amunt f the afrementined lans as shrt-term financial payables in accrdance with the Internatinal Accunting Standard 1 (IAS 1) prvisins. Eur (000) Nte Tiscali Grup Octber 31, 2018 Of Which: Tiscali S.p.A. Octber 31, 2018 A. Cash and bank depsits B. Other Cash Equivalent C. Securities held fr trading D. Current Assets (A) + (B) + (C) E. Current financial receivables F. Nn-current financial receivables G. Current bank payables 10,779 H. Current Prtin f Issued Bnds I. Current Prtin f nn-current debt (1) 96,416 J. Other current financial debt (2) 65,757 K. Current financial debt (G) + (H) + (I) + (J) 172,952 L. Net current financial debt (K) (E) (D) (F) 172,031 (121) M. Nn-current bank payables (3) N. Issued Bnds O. Other nn-current debts (4) 5,621 P. Nn-current financial debt (M) + (N) + (O) 5,621 Q. Net financial debt (L) + (P) 177,653 (121) Ntes: (1) Includes the fllwing items: i) the cmpnent f EUR 26.6 millin due within the current financial year f the Senir Lenders lan (prtins f principal and interest repayable within 12 mnths), ii) the cmpnent f EUR 64.8 millin riginally due beynd the exercise f the afrementined lan, reclassified as due within the current financial year due t the presence f sme events f default and pending standstill negtiatins with Senir Lenders (ccurred with the receipt by Senir Lenders f the mentined cmfrt letters in Nvember 2018), iii) shrt-term prtins f ther lng-term bank lans fr EUR 5 millin. (2) Includes the fllwing items: i) shrt-term amunt f the Sale and Lease Back Sa Illetta leasing lan fr EUR 20.8 millin, ii) the cmpnent f EUR 32.1 millin riginally due beynd the exercise f the

3 afrementined lan, reclassified as due within the current financial year due t the presence f sme events f default and pending standstill negtiatins fr Sa Illetta Leasing Restructuring Agreement (ccurred with the receipt by the Pl Leasing f the mentined cmfrt letters in Nvember 2018); iii) the shrt-term prtin f finance lease payables related t investments in the netwrk infrastructure fr EUR 12.7 millin, iv) the shrt-term prtin f the lans granted by the Ministry fr Educatin and University and by the Minister fr Ecnmic Develpment fr EUR 0.2 millin. (3) This item is zer fllwing the reclassificatin carried ut (in cmpliance with the prvisins f IAS 1) in cnsideratin f the status f the cmpletin prcess f the Senir Lenders Lan Restructuring and f the Sa Illetta Leasing Restructuring Agreements, referred t in the previus ntes (1) and (2.) (4) This item includes the lng-term prtin f financial lease payables related t investments fr the netwrk infrastructure fr EUR 5.6 millin.this item shws a significant reductin fllwing the reclassificatin carried ut (in cmpliance with the prvisins f IAS 1) in cnsideratin f the status the cmpletin prcess f the Senir Lenders Lan Restructuring and f the Sa Illetta Leasing Restructuring Agreements, referred t in the previus ntes (1) and (2.). OVERDUE DEBT POSITIONS OF THE TISCALI GROUP AS AT OCTOBER 31, 2018 As at Octber 31, 2018, net verdue trade payables amunted t EUR 81.3 millin (net f payment plans agreed with suppliers and net f credit amunts r claims against the same suppliers). As at the same date, verdue financial debts amunted t EUR 40.1 millin (net f credit psitins). The change with respect t the figure at the end f August is explained by the failure t pay the six-mnthly installments due at the end f September due t Senir Lenders and Pl Leasing, given the negtiatins underway fr the restructuring f the related financial debt.. There were als verdue tax debts fr apprximately EUR 7.3 millin, as well as verdue debts twards scial security institutins amunting t EUR 1.8 millin. POSSIBLE REACTIONS OF THE CREDITORS OF THE GROUP AS AT OCTOBER 31, 2018 There have been n suspensins f relatinships with suppliers capable f affecting the curse f business. As at Octber 31, 2018, the grup received reminders fr payment nly within the rdinary curse f business. As at that date, the ttal main injunctins fr payment received amunted t EUR 17.6 millin, f which the residual nt paid ff as still in negtiatin, ppsitin r subject t an installment scheme amunted t EUR 11.8 millin. RELATIONSHIPS WITH TISCALI S.P.A. AND THE TISCALI GROUP RELATED PARTIES The Tiscali Grup hlds relatinships with related parties n terms deemed as custmary in the respective reference markets, taking int accunt the characteristics f the gds and services prvided. The table belw summarizes the incme statement and balance sheet fr the Tiscali Grup as at Octber 31, 2018, arising frm transactins with related parties.

4 . (1) Mnteverdi S.r.l.: cmpany participated by the sharehlder and Bard f Directrs member Renat Sru. The relatinship cncerned refers t a leasing cntract fr a space used fr the strage f business dcumentatin. (2) Open Campus: cmpany wned 80% by Alice Sru, member f the Bard f Directrs f Tiscali S.p.A.until June 26, On that date, in which the Tiscali Spa Sharehlders' Meeting apprved the 2017 Financial Statements, the members f the Bard f Directrs f Tiscali Spa ended their term f ffice. Alice Sru's mandate was nt renewed. There are tw nging cntracts with Open Campus, ne accrding t which Tiscali Italia purchases brand prmtin services frm Open Campus, and the ther accrding t which Tiscali Italia rents an equipped ffice The ecnmic values relating t the cntracts in questin shwn in the related party table refer t January - June (3) Istella: cmpany wned 64% by the sharehlder and Bard f Directrs member Renat Sru. The relatinship cncerned refers t supply, by Tiscali, f IT services (hsting f netwrk equipment). It shall be nted that the incme statement and the balance sheet values reprted in the table abve d nt include fees paid t Directrs, Statutry Auditrs and Tp Managers tasked with strategic respnsibilities. STATEMENT OF THE EXECUTIVE IN CHARGE OF DRAWING UP THE COMPANY S ACCOUNTING DOCUMENTS I, the undersigned Daniele Renna, Executive in charge f drawing up the Cmpany s accunting dcuments f Tiscali S.p.A., certify that, pursuant t Art. 154-bis, paragraph 2, f the Legislative Decree N. 58/98 and subsequent amendments, that the accunting infrmatin cntained in this press release is cnsistent with the fficial dcuments, bks and accunting recrds. Daniele Renna

5 Executive in charge f drawing up the Cmpany s accunting dcuments Infrmatin n Tiscali Tiscali S.p.A. (Brsa Italiana. Milan: TIS) is ne f the leading alternative telecmmunicatins cmpanies in Italy and prvides its private and business custmers with a wide range f services: Ultra Bradband internet access thrugh Wireless Fiber T The Hme (WFTTH) and Fiber technlgy, as well as VIP, MVNO, media and ther technlgically advanced prducts. As at December 31, 2017, Tiscali recrded a custmer prtfli f abut units. The Tiscali website may be accessed at Tiscali S.p.A. Sede Legale Lc. Sa llletta km 2, Cagliari, Italia - Tel Fax Cap. Sc , P.IVA e C.C.I.A.A. Cagliari RE.A tiscali.cm