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Capital/Financing Update • Oct 26, 2022
4246_rns_2022-10-26_ab81db03-dc1b-493e-80d4-ee3fc6b84b5f.pdf
Capital/Financing Update
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| Informazione Regolamentata n. 0260-73-2022 |
Data/Ora Ricezione 26 Ottobre 2022 15:01:17 |
Euronext Milan | ||
|---|---|---|---|---|
| Societa' | : | TISCALI | ||
| Identificativo Informazione Regolamentata |
: | 168574 | ||
| Nome utilizzatore | : | TISCALIN07 - Capoccia | ||
| Tipologia | : | 3.1 | ||
| Data/Ora Ricezione | : | 26 Ottobre 2022 15:01:17 | ||
| Data/Ora Inizio Diffusione presunta |
: | 26 Ottobre 2022 15:01:19 | ||
| Oggetto | : | Tiscali S.p.A. - Communication to the market as per Art. 114 par. 5 Leg. Decree No. 58/98 July 2022 |
||
| Testo del comunicato |
Vedi allegato.
Communication to the market as per Art. 114 par. 5 Leg. Decree No. 58/98
Cagliari, September 3, 2022
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 July 31, 2022.
NET FINANCIAL INDEBTEDNESS OF TISCALI GROUP AND TISCALI SPA, WITH SHORT-TERM COMPONENTS SHOWN SEPARATELY FROM MEDIUM/LONG-TERM ONES
On July 22, 2022, the Tiscali Group signed with Intesa San Paolo and Banco BPM the Amending Agreements of the Senior Loan, which provide for, with respect to the previous Amending Agreements signed on October 7, 2021, the prepayment of the debt for EUR 2.6 million in September 2022 and for EUR 1.3 million divided between January and February 2023, as well as an increase in the interest rate applied from 1%-1.25% to 2%.
As of July 31, 2022, the aforementioned changes in the Senior Loan have been reflected in the Group's net financial position.
The net financial indebtedness as at July 31, 2022 amounted to EUR 102.7 million.
NET FINANCIAL INDEBTEDNESS
| Notes | Tiscali Group July 31, 2022 |
Of Which: Tiscali S.p.A. July 31, 2022 |
|
|---|---|---|---|
| 3,889 | 1,143 | ||
| 3,889 | 1,143 | ||
| (1) | 9,220 | 0 | |
| (2) | 7,206 | 0 | |
| 16,426 | 0 | ||
| 12,538 | -1,142 | ||
| (3) | 77,403 | 0 | |
Tiscali S.p.A.
Headquarters Località Sa Illetta km 2.300, 09123 Cagliari, Italia Tel. +39 070 4601 1
Shareholders' Capital 185,513,965.37 fully paid-up VAT 02375280928 R.E.A. 191784 C.C.I.A.A. Cagliari tiscali.com
J. Debt Instruments
| K. Trade and other non-current payables | (4) | 12,756 | 471 |
|---|---|---|---|
| L. Non-current financial indebtedness (I + J + K) | 90,159 | 471 | |
| M. Net financial indebtedness (H+L) | 102,696 | - 671 |
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 6.2 million (including the short-term portion of the Sa Illetta lease contract in application of IFRS 16 for EUR 2.3 million);(ii) a loan granted by Sarda factoring for EUR 1 million; (iii) other bank payables for EUR 2 million;
- (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 63 million and EUR 3.4 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 11 million (including the long-term portion of the Sa Illetta lease contract in accordance with IFRS 16 for EUR 8.7 million;
- (4) It includes the long-term component of trade payables and payables for long-term tax bills in instalments of EUR 12.7 million.
OVERDUE DEBT POSITIONS OF THE TISCALI GROUP AS AT JULY 31, 2022
As at Julye 31, 2022, net overdue trade payables amounted to EUR 13.3 million, of which 2.5 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 July 31, 2022 overdue financial debts amounted to EUR 0.8 million (net of credit positions).
There were overdue tax debts for approximately EUR 4.4 million, of which 3.5 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 July 31, 2022 amounted to EUR 2.9 million.
POSSIBLE REACTIONS OF THE CREDITORS OF THE GROUP AS AT JULY 31, 2022
There have been no suspensions of relationships with suppliers capable of affecting the course of business.
As at July 31, 2022, 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 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 July 31, 2022, arising from transactions with related parties.
| INCOME STATEMENT | Of which: | ||
|---|---|---|---|
| (EUR 000) | Notes | TISCALI GROUP | Tiscali S.p.A. |
| July 31 2022 | July 31, 2022 | ||
| Monteverdi S.r.l. | 1 | (17.1) | - |
| Istella | 2 | 0.6 | - |
| CC&Soci | 3 | (85.7) | (85.7) |
| Open Campus | 4 | 28 | |
| Cuccureddus s.r.l | 5 | 1.1 | |
| Dolores Lai | 6 | (24.0) | |
| Close AD family employees | 7 | (58.3) | |
| TOTAL | (155.3) | (85.7) | |
| BALANCE SHEET | Of which: | ||
| (EUR 000) | TISCALI GROUP | Tiscali S.p.A. | |
| July 31, 2022 | July 31, 2022 | ||
| Monteverdi S.r.l. | 1 | (43.8) | - |
| Istella | 2 | 508.4 | - |
| CC&Soci | 3 | (122.0) | (122.0) |
| Open Campus | 4 | 122.4 | |
| Cuccureddus s.r.l | 5 | 6.4 | |
| Dolores Lai | 6 | (3.4) | |
| Close AD family employees | 7 | (8.1) | |
| TOTAL | 459.9 | (122.0) |
- (1) Monteverdi S.r.l.: company participated by the Chairman and 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 the Chairman and 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 8,12% shareholder of the Company as at July 31, 2022) 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 Chairman 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 Chairman 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 Chairman 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.
SUPPLEMENT TO PRESS RELEASE OF 1 SEPTEMBER
With reference to the investment in Connecting Project Srl referred to in the press release of September, 1 2022, the Company specifies that the investment is financed with its own funds.
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
About Tiscali
Tiscali S.p.A. (Italian Stock Exchange. Milan: TIS), Smart Telco with the largest fibre coverage in Italy, provides its customers – individuals, businesses and Public Administration – a wide range of services: Internet access in Broadband and UltraBroadband fixed and fixed wireless, mobile phone services and value-added services (including security services, cloud and socialmedia). As at 31 December 2021, Tiscali had a customer portfolio of 642.6 thousand units. Tiscali is also one of the main Italian news portals, with more than 9 million visitors per month. Tiscali's website can be reached at www.tiscali.it.