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Consolidated Financial Report |
EXPLANATORY NOTES
2014 Annual Report
Prysmian Group
202
On 16 April 2013, the Shareholders’ Meeting authorised the
convertibility of the Bond at a value of Euro 22.3146 per
share. As a result, the shareholders approved the proposal to
increase share capital for cash, in single or multiple issues,
with the exclusion of pre-emptive rights under art. 2441, par.
5 of the Italian Civil Code, by a maximum nominal amount
of Euro 1,344,411.30, by issuing, in single or multiple instal-
ments, up to 13,444,113 ordinary shares of the Company with
the same characteristics as its other outstanding ordinary
shares.
The Company will be entitled to redeem the bonds early and
in full in the cases detailed in the Bond Regulations, in line
with market practice, including:
(i) at nominal value (plus accrued interest), starting from 23
March 2016, if the trading price of the Company’s ordinary
shares rises to more than 130% of the conversion price in
a given period of time;
(ii) at nominal value (plus accrued interest), if at least 85%
of the original nominal amount of the Bond is converted,
redeemed and/or repurchased;
(iii) at nominal value (plus accrued interest), if specific
changes take place in the tax regime applying to the
Bonds.
In the event of a change of control, every bondholder will be
entitled to request early redemption at nominal value plus
accrued interest.
The convertible Bond has a 5-year maturity ending on 8 March
2018 and pays a fixed annual coupon of 1.25%. The placement
of the Bonds was completed on 8 March 2013, while their
settlement took place on 15 March 2013.
On 3 May 2013, the Company sent a physical settlement
notice to holders of the Bonds, granting them the right, with
effect from 17 May 2013, to convert them into the Company’s
existing or new ordinary shares.
On 24 May 2013, the securities were admitted to trading on
the unregulated Third Market (a multilateral trading facility
or MTF) on the Vienna Stock Exchange.
The accounting treatment for the convertible Bond has
resulted in the recognition of an equity component of Euro 39
million and a debt component of Euro 261 million, determined
at the bond issue date.
Issue value of convertible bond
300
Equity reserve for convertible bond
(39)
Issue date net balance
261
Interest - non-monetary
13
Interest - monetary accrued
7
Interest - monetary paid
(5)
Related costs
(4)
Balance at 31 December 2014
272
The fair value of the convertible bond (equity component
and debt component) is Euro 306 million at 31 December
2014 (Euro 339 million at 31 December 2013), of which the
fair value of the debt component is Euro 264 million (Euro
265 million at 31 December 2013). In the absence of trading
on the relevant market, fair value has been determined using
valuation techniques that refer to observable market data
(Level 2 of the fair value hierarchy).
(in millions of Euro)