Press release

04/08/2010 - 04:15 PM

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Shareholders’ Meeting held:


2009 ACCOUNTS APPROVED

ANDREA MANGONI NOMINATED AS COMPANY DIRECTOR

NEW BOARD OF AUDITORS NOMINATED: SALVATORE SPINIELLO ELECTED PRESIDENT

APPROVAL OF A €240 MILLION CAPITAL INCREASE, CANCELLATION OF NOMINAL VALUE AND REVERSE STOCK SPLIT (ONE FOR TEN)

APPOINTMENT OF PRICEWATERHOUSECOOPERS AS EXTERNAL AUDITORS FOR THE PERIOD 2010-2018

ARTT. 5 AND 6 OF CORPORATE BYLAWS AMENDED 


The Telecom Italia Media Shareholders’ Meeting took place today in ordinary and extraordinary session under the chairmanship of Berardino Libonati.

ORDINARY SESSION

 

The Shareholders’ Meeting examined and approved the FY 2009 accounts.

 

 

FY 2009 consolidated Group revenues amounted to €227.3 million, up by 5.8% compared with the previous year (€214.8 million), predominantly as a result of higher revenues for TI Media S.p.A. and the Network Operator (TIMB).

 

 

EBITDA was €7.3 million, a strong improvement compared with the previous year (€-35.6 million), while EBIT was €-67.6 million, a €29.2 million improvement compared with 2008 (€-96.8 million).

The net result for Parent Company shareholders, excluding discontinued operations/assets held for sale, was € -72.5 million, a €21.4 million improvement (€-93.9 million in 2008).

 

Telecom Italia Media S.p.A’s FY 2009 revenues in FY 2009 amounted to €113.7 million, up €16.3 million (+16.7%) compared with 2008 (€97.4 million). EBITDA was €-37.8 million, a €28.0 million improvement compared with 2008 (€-65.8 million). EBIT was €-65.4 million with a €26.3 million improvement compared with 2008 (€-91.7 million). The Parent company’s share of the net result was €-64.8 million, a €15.6 million improvement compared with 2008 (€-80.4 million).

The Shareholders’ Meeting nominated Andrea Mangoni, already co-opted during the Board Meeting on 25 February 2010 replacing Mauro Nanni, as Company Director,and also nominated a new Board of Statutory Auditors, as proposed in the list presented by the shareholder Telecom Italia, a minority list having not been presented.

Auditors:

  • Salvatore Spiniello

 

  • Alberto De Nigro

 

  • Michela Zeme

Salvatore Spiniello was nominated President of the Board of Statutory Auditors.

 

Alternate Auditors:

  • Alberto Lazzaretti

 

  • Antonio Mastrapasqua

 

 

CV’s of the newly-nominated Auditors are attached with this press release.

 

Finally, the Shareholders’ Meeting has revoked Reconta Ernst & Young’s mandate as external auditors, following the loss of their role as principal external auditors to the Group, and appointed PricewaterhouseCoopers as external auditors for the period 2010-2018.

 

EXTRAORDINARY SESSION

 

The Shareholders’ Meeting approved:

 

(a) cancelling the nominal value of ordinary and savings shares;

 

(b) a reverse stock split at a ratio of one ordinary / savings share for every 10 ordinary / savings shares held;

 

(c) the necessary amendments to the corporate bylaws in order for the measures and the characteristics of the company’s savings shares rights to remain unchanged following the decisions mentioned in points (a) and (b);

 

(d) a capital increase of €240 million through the issue of ordinary shares to be offered on an optional basis to ordinary and savings share holders, revoking the Board’s previous power to raise share capital to a total 10 million shares, giving mandate to the Board of Directors to establish in the imminence of the offer, its other characteristics including the subscription price, the maximum number of shares to be issued and the option ratio.  

 

The option rights which are not exercised during the period of the offer in option ex art. 2441, paragraph 1, c.c., will be offered to the stock market ex art. 2441, paragraph 3,c.c. As already announced, majority shareholder Telecom Italia, which controls Telecom Italia Media via a 69.2% direct and indirect equity interest, has guaranteed its support for the initiative through an irrevocable pledge to subscribe its portion of the capital increase, in addition to any residual portion that remains unassigned at the end of the offer on the stock market ex art. 2441, paragraph 3. c.c.

 

The capital increase is expected to go ahead – on receipt of all necessary authorizations and completion of fulfillment requirements, should market conditions allow – during the first half of 2010.

 

The capital increase is part of the 2010 – 2012 Business Plan approved by the Board of Directors on 25 February 2010 and has been designed to reinforce the Company’s asset structure and support growth in the extremely dynamic market in which it operates. In particular, the proceeds derived from subscription to the Shares will be fully assigned to the repayment of part of the existing financing belonging to Telecom Italia and Telecom Italia Finance.

Finally, in order to allow the above mentioned actions to be carried out, the Shareholders’ Meeting in extraordinary session has approved some amendments to the corporate bylaws (art. 5 “Capital Measures” and art. 6 “Shares”).

 

> CV Andrea Mangoni (file .pdf, 37 KB)
> CV Salvatore Spiniello (file .pdf, 31 KB)
> CV Alberto De Nigro (file .pdf, 24 KB)
> CV Michela Zeme (file .pdf, 44 KB)
> CV Alberto Lazzaretti (file .pdf, 24 KB)
> CV Antonio Mastrapasqua (file .pdf, 21 KB)
 

Rozzano (MI), 8 April 2010