Telecom Italia Media: Board of Directors’ Meeting

02/06/2014 - 08:05 PM

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During today’s meeting, the Board of Directors of Telecom Italia Media, chaired by Severino Salvemini, examined the progress of the merger process between Telecom Italia Media Broadcasting (100% controlled by TI Media) and the network operator business of Rete A (a subsidiary of Gruppo Editoriale L’Espresso), aimed at enhancing the value of the assets of both entities, including by exploiting industrial synergies.

As known, since 31 December 2012  the Company’s equity has been lower than  one third of its underwritten and paid-up share capital. Therefore the Company falls within the scope of Article 2446 of the Italian Civil Code. The Board of Directors, also taking into account the ongoing activities related to the above-mentioned merger process, having acknowledged the confirmation of the Parent Company Telecom Italia’s financial support, resolved to propose to the General Shareholders’ Meeting a reduction of the share capital proportional to the losses that will be recognised in the financial statements for the year ended 31 December 2013, in accordance with the law. The terms and procedures for the reduction of capital and the explanatory report to the General Shareholders’ Meeting will be defined at the Board of Directors’ meeting scheduled for 4 March 2014.

In this regard, taking into account expected losses for 2013 (which are estimated at about 150 million euro), cumulated with prior-year losses (156 million euro), the Company’s share capital can be decreased from the current amount of 212.2 million euro to about 16 million euro after the 110 million euro reduction of legal reserves. The loss for 2013 is mostly attributable to the effects of the disposal of the television operations (estimated at 155 million euro). The Company’s Board of Directors will examine actual results for 2013 during the meeting scheduled for 4 March 2014. The final accounting and  auditing activities are underway, therefore the above figures are based on assumptions that are believed to be reasonable but should be considered preliminary and subject to possible changes.

The Board also resolved to authorise the President to convene the General Shareholders' Meeting in single call on 10 April 2014, in Rozzano (Milan), to resolve upon: in the ordinary session, the Financial Statements for the year ended 31 December 2013, the Remuneration Report and the appointment of the Board of Directors following the expiry of the relevant mandate; and in the extraordinary session, the proposal to reduce share capital. The notice of calling will be published in accordance with applicable laws.

Milan, 6 February 2014