Tessellis

Legal Proceedings Report • Feb 3, 2022

Informazione Regolamentata n. 0260-7-2022		Data/Ora Ricezione 03 Febbraio 2022 11:59:08	Euronext Milan
Societa'	:	TISCALI
Identificativo Informazione Regolamentata	:	157071
Nome utilizzatore	:	TISCALIN07 - Ilenia Loi
Tipologia	:	3.1
Data/Ora Ricezione	:	03 Febbraio 2022 11:59:08
Data/Ora Inizio Diffusione presunta	:	03 Febbraio 2022 11:59:09
Oggetto	:	Tiscali S.p.A. - December 2021 114 par. 5 Leg. Decree No. 58/98	Communication to the market as per Art.
Testo del comunicato

Vedi allegato.

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

Cagliari, February 3, 2021

In compliance with Consob request sent to the Company on July 14, 2009, pursuant to article 114, paragraph 5 of the Law Decree No. 58/98, the Company hereby provides to the market the following information concerning the Tiscali Group as at December 31, 2021.

NET FINANCIAL INDEBTEDNESS OF TISCALI GROUP AND TISCALI SPA, WITH SHORT-TERM COMPONENTS SHOWN SEPARATELY FROM MEDIUM/LONG-TERM ONES

The net financial indebtedness as at December 31, 2021 amounted to EUR 100 million.

NET FINANCIAL INDEBTEDNESS

EUR (000)	Notes	Tiscali Group December 31, 2021	Of Which: Tiscali S.p.A. December 31, 2021
A. Cash and bank deposits		11,613	3,185
B. Cash equivalents
C. Securities held for trading
D. Cash and Cash equivalents (A) + (B) + (C)		11,613	3,185
E. Current financial debt	(1)	16,858	6,000
F. Current portion of non-current financial debt	(2)	233	0
G. Current financial indebtedness (E+F)		17,091	6,000
H. Net current financial indebtedness (G+D)		5,477	2,816
I. Non-current financial debt	(3)	83,388	0
J. Debt Instruments
K. Trade and other non-current payables	(4)	11,166	0
L. Non-current financial indebtedness (I + J + K)		94,554	0
M. Net financial indebtedness (H+L)		100,031	2,816

Notes:

• (1) It includes i) the short-term portion of finance lease payables relating to network infrastructure investments and capitalised lease contracts in application of IFRS 16 for EUR 7.7 million (including the short-term portion of the Sa Illetta lease contract in application of IFRS 16 for EUR 2.6 million);(ii) a loan granted by Sarda factoring for EUR 1 million; (iii) other bank payables for EUR 2.1 million; (iv) debt of EUR 6 million related to the fifth and sixth tranches of the convertible and convertible bond loan referred to in the agreement signed on 14 May 2021 with N&G. These tranches were issued on 16 and 30 December 2021, respectively, and were not yet converted at 31 December 2021.
• (2) It includes the current portion of the Senior loan and other non-current bank loans;
• (3) It includes the following items: i) the long-term portion of the Senior Loan and other long-term bank loans, respectively for EUR 66.9 million and EUR 3.5 million; ii) the long-term portion of the financial lease payables related to the investments for the network infrastructure and capitalised lease contracts in accordance with IFRS 16 for EUR 13 million (including the long-term portion of the Sa Illetta lease contract in accordance with IFRS 16 for EUR 9.6 million);
• (4) It includes the long-term component of trade payables and payables for long-term tax bills in instalments of EUR 11.2 million.

OVERDUE DEBT POSITIONS OF THE TISCALI GROUP AS AT DECEMBER 31, 2021

As at December 31, 2021, net overdue trade payables amounted to EUR 21.4 million, of which 2.8 million are overdue by more than 12 months (net of payment plans agreed with suppliers and net of credit amounts or claims against the same suppliers). As at December 31, 2021 overdue financial debts amounted to EUR 0.4 million (net of credit positions).

There were overdue tax debts for approximately EUR 5.3 million, of which 5 million are overdue by more than 12 months. There were also overdue debts towards social security institutions amounting to EUR 0.1 million.

It should be noted that the Company's staff leaving indemnities at 31 December 2021 amounted to EUR 2.7 million.

POSSIBLE REACTIONS OF THE CREDITORS OF THE GROUP AS AT DECEMBER 31, 2021

There have been no suspensions of relationships with suppliers capable of affecting the course of business.

As at December 31, 2021, the group received reminders for payment only within the ordinary course of business. As at that date, the total main injunctions for payment received, as a result of the definition of certain positions, amounted to EUR 2.7 million, of which the residual not paid off as still in negotiation, opposition or subject to an installment scheme amounted to EUR 1 million.

RELATIONSHIPS WITH TISCALI S.P.A. AND THE TISCALI GROUP RELATED PARTIES

The Tiscali Group holds relationships with related parties on terms deemed as customary in the respective reference markets, taking into account the characteristics of the goods and services provided.

The table below summarizes the income statement and balance sheet for the Tiscali Group as at December 31, 2021, arising from transactions with related parties.

INCOME STATEMENT		Of which:
Notes (EUR 000)	TISCALI GROUP	Tiscali S.p.A.
	Decembre 31, 2021	Decembre 31, 2021

Monteverdi S.r.l.	1	(29,2)	-
Istella	2	(187,0)	-
CC&Soci	3	(275,0)	(275,0)
Open Campus	4	96,0
Cuccureddus s.r.l	5	1,8
Dolores Lai	6	(53,6)
Close AD family employees	7	(65,8)
TOTAL		(512,7)	-
BALANCE SHEET			Of which:
(EUR 000)		TISCALI GROUP	Tiscali S.p.A.
		Decembre 31, 2021	Decembre 31, 2021
Monteverdi S.r.l.	1	(43,0)	-
Istella	2	496,7	-
CC&Soci	3	(122,0)	(122,0)
Open Campus	4	117,1
Cuccureddus s.r.l	5	5,0
Dolores Lai	6	(3,4)
Close AD family employees	7	(7,5)

• (1) Monteverdi S.r.l.: company participated by the Chief Executive Officer and reference shareholder Renato Soru. The relationship concerned refers to a leasing contract for a space used for the storage of business documentation.
• (2) Istella: company partially owned by Chief Executive Officer and reference shareholder Renato Soru. The relationship concerned refers to supply, by Tiscali, of IT services (hosting of network equipment) from October 2018. In addition, since December 2019, Istella provides Tiscali with consulting services for software development and assistance for customer care automation.
• (3) CC&Soci: controlled by CC Holding Srl, it holds an 11.8% stake in Amsicora S.r.l. (a 9,73% shareholder of the Company as at September 30, 2021) and it has entered into a contract with Tiscali Spa in December 2020 for the provision of financial advisory services.
• (4) Open Campus: a company 80% owned by Alice Soru, daughter of CEO Renato Soru. Tiscali Italia has two contracts with Open Campus. Under the first contract, Tiscali Italia purchases brand promotion services from Open Campus, while under the second contract it offers Open Campus hospitality services at the Sa Illetta campus. The two contracts are not related.
• (5) Cuccureddus s.r.l: Tiscali Italia has an in force contract with this company for the provision of connectivity services at the location called Is Cuccureddus in the territory of Villasimius. The company's legal representative is Michelangelo Soru, son of CEO Renato Soru.
• (6) Dolores Lai: Tiscali Italia has a consultancy agreement in place with lawyer Dolores Lai for legal advice on privacy issues. Lawyer Lai is the spouse of CEO Renato Soru
• (7) The costs and payables reported in this line relate to some close family members of CEO Renato Soru, who are employees of Tiscali Italia.

It shall be noted that the income statement and the balance sheet values reported in the table above do not include fees paid to Directors, Statutory Auditors and Top Managers tasked with strategic responsibilities.

STATEMENT OF THE EXECUTIVE IN CHARGE OF DRAWING UP THE COMPANY'S ACCOUNTING DOCUMENTS

I, the undersigned Silvia Marchesoli, Executive in charge of drawing up the Company's accounting documents of Tiscali S.p.A., certify that, pursuant to Art. 154-bis, paragraph 2, of the Legislative Decree No. 58/98 and subsequent amendments, that the accounting information contained in this press release is consistent with the official documents, books and accounting records.

Silvia Marchesoli

_____________________________________________________

Executive in charge of drawing up the Company's accounting documents

Information on Tiscali

Tiscali S.p.A. (Borsa Italiana. Milan: TIS) ), Smart Telco with the largest Fiber coverage available in Italy, provides its customers - private individuals, companies and Public Administration - with a wide range of services: Broadband and UltraBroadband Fixed and Fixed Wireless Internet access, mobile phone services and value-added services (including security services, cloud and social media). As at June 30, 2021, Tiscali recorded a customer portfolio of 648,300 units. Tiscali is also one of Italy's leading news websites, with 10 million visitors per month. Tiscali's website may be accessed at www.tiscali.it