Telecom Italia Media: shareholders’ meeting held

04/05/2013 - 07:21 PM

- + Text size
Print

2012 Financial Statements approved

Statement of Financial Position as of 8 March 2013 approved

Remuneration Report approved

Number of the members of the Board of Directors set at nine

New Board of Statutory Auditors appointed: Rosalba Casiraghi appointed Chair

Updated the fees for the auditing services provided by PricewaterhouseCoopers for the 2012-2018 period

The ordinary Shareholders’ Meeting of Telecom Italia Media was held today, chaired by Severino Salvemini.

  • 2012 Financial Statements

The Shareholders’ Meeting examined and approved the 2012 Annual Financial Statements: the Group’s consolidated revenues for 2012 amounted to 222.7 million euro, down 15.5 million euro compared to FY 2011 (238.2 million euro). This result was influenced by: a reduction in La7 revenues (-15.7 million euro), due to both the lack of revenues from the Competence Center activities, which in 2011 amounted to 13.3 million euro, and the lower gross advertising sales of the channels (-3.5%), which however overperformed the sharply declining market (source Nielsen: -15.3% January/December 2012); the lower revenues of the MTV group (-18.6 million euro); the rise in revenues of the TIMB Network Operator (+20.2 million euro).

EBITDA was negative at 44.4 million euro, worsening by 71.7 million euro compared to 2011 (positive at 27.3 million euro), including the 20.5 million euro indemnity for the early termination of the Competence Center agreement. The result was also affected by the significant rise in the costs of the La7 programming, which was enriched by new network specific programmes and faces, and the reduction in MTV's EBITDA.

EBIT and Net Result were affected by the outcome of the impairment test made at 31 December 2012, which led to a writedown of the goodwill at Group level for 156.7 million euro, of which 105.3 million euro on goodwill and 51.4 million euro on the assets of La7.

As a result of the goodwill writedown, EBIT amounted to -262.7 million euro, down by 174.6 million euro compared to 2011 (-88.1 million euro). Like-for-like EBIT (excluding the above mentioned writedowns) was -106.0 million euro (-51.9 million euro for 2011).

 

Net Result amounted to -240.9 million euro, down by 157.1 million euro compared to 2011 (-83.8 million euro).

The parent company Telecom Italia Media S.p.A.’s revenues amounted to 80.2 million euro, down by 59.7 million euro compared to 139.9 million euro for 2011. EBITDA amounted to -53.8 million euro, down by 51.6 million euro on 2011 (-2.2 million euro). Also the Parent Company’s EBIT and Net Result were affected by the above-mentioned impairment test at 31 December 2012. EBIT thus amounted to -113.6 million euro, inclusive of the effects of the 40.4 million euro goodwill impairment of the equity investment in TIMB, whereas the Net Result amounted to -178.1 million euro (inclusive of further 52.9 million euro writedown of the equity investment in La7 S.r.l., to bring its value into line with the results of the impairment test), down by 116.6 million euro compared to 2011 (-61.5 million euro).

  • Statement of financial position of TI Media as of 8 March 2013 (Article 2446 of the Italian Civil Code)

With reference to the provisions of Article 2446 of the Italian Civil Code (“capital reduction due to losses”), the General Shareholders’ Meeting examined and approved the statement of financial position of TI Media as of 8 March 2013, which shows an overall loss of 152.7 million euro mainly generated by provisions for future losses on the sale of the equity investment in La7 S.r.l., for an estimated value of 150.7 million euro. As a result, TI Media’s equity at 8 March 2013 amounted to 3.5 million euro, down by 52.7 million euro compared to 31 December 2012.

In addition, the Shareholders’ Meeting resolved to postpone the assumption of appropriate measures with respect to the loss presented in the Company’s statement of financial position as of 8 March 2013, in accordance with Article 2446 of the Italian Civil Code.

  • Remuneration Report

The General Shareholders’ Meeting approved the first section of the Remuneration Report, pursuant to Article 123-ter of Legislative Decree No. 58/1998.

  • Composition of the Board of Directors

With reference to the resignations of five directors, the Shareholders’ Meeting resolved, upon Telecom Italia S.p.A.’s proposal, to set at nine the number of members of the Board of Directors, whose term of office will expire upon approval of the Financial Statements for the year ending 31 December 2013 and to confirm Piergiorgio Peluso as member of the Board of Directors, after his co-option during the Board meeting of 5 October 2012.

  • Appointment of the Board of Statutory Auditors

The General Shareholders’ Meeting also appointed the new Board of Statutory Auditors, as proposed in the only list submitted by the shareholder Telecom Italia composed by

Acting Auditors:

·    Rosalba Casiraghi

·    Michela Zeme

·    Salvatore Spiniello

 Alternate Auditors:

·    Giuseppina Fusco

·    Carlo Delladio

Rosalba Casiraghi was appointed Chair of the Board of Statutory Auditors

The curricula vitae of and statements by the statutory auditors are available on the corporate website (http://www.telecomitaliamedia.it/).

  • Update of the Independent Auditors' fees

Finally, the Shareholders' Meeting resolved to update the fees for the auditing services provided by PricewaterhouseCoopers for the 2012-2018 period.

 

 

Rozzano (Milan), 5 April 2013