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Share-based payments
At 31 December 2014 and 31 December 2013, the Prysmian
Group had share-based compensation plans in place for
managers and employees of Group companies and for
members of the Parent Company’s Board of Directors. These
plans are described below.
Long-term incentive plan 2011-2013
On 14 April 2011, the Ordinary Shareholders’ Meeting of
Prysmian S.p.A. had approved, pursuant to art. 114-bis of Legi-
slative Decree 58/98, a long-term incentive plan for the period
2011-2013 for employees of the Prysmian Group, including
certain members of the Board of Directors of Prysmian S.p.A.,
and granted the Board of Directors the necessary authority
to establish and execute the plan. The plan’s purpose was to
incentivise the process of integration following Prysmian’s
acquisition of the Draka Group.
The plan involved 268 employees of Group companies and
established that the number of options granted would depend
on the achievement of common business and financial perfor-
mance objectives for all the participants.
The plan was dependent upon achievement of a minimum
performance objective of at least Euro 1.75 billion in aggregate
Adj. EBITDA for the Group in the period 2011-2013 (the Target),
as well as upon continuation of a professional relationship
with the Group up until 31 December 2013. The plan also set an
upper limit for Adj. EBITDA as the Target plus 20% (i.e. Euro
2.1 billion), that would determine the maximum number of
exercisable options granted to each participant.
Access to the plan was conditional upon each participant’s
acceptance that part of their annual bonus would be co-
invested, if achieved and payable in relation to financial years
2011 and 2012.
The allotted options carried the right to receive or subscribe
to ordinary shares in Prysmian S.p.A., the Parent Company.
These shares partly comprised treasury shares and partly new
shares, obtained through a capital increase that excluded pre-
emptive rights under art. 2441, par. 8 of the Italian Civil Code.
Such a capital increase has involved the issue of 2,120,687 new
ordinary shares of nominal value Euro 0.10 each, for a total
nominal value of Euro 212,069, as approved by the sharehol-
ders in the extraordinary session of their meeting on 14 April
2011. The shares obtained from the Company’s holding of
treasury shares were allotted for zero consideration, while the
shares obtained from the above capital increase were allotted
to participants upon payment of an exercise price correspon-
ding to the nominal value of the Company’s shares.
In accordance with IFRS 2, the options allotted in respect of
both new and treasury shares were measured at their grant
date fair value.
The number of options actually allocated to each participant
was determined according to the actual aggregate Adj. EBITDA
achieved, which lay between the Target and the Adj. EBITDA
upper limit.
The following table provides additional details about the plan:
For consideration
For no consideration
Number of options (*)
Exercise price
Number of options (*)
Exercise price
Options at start of year
2,131,500
0.10
1,416,309
-
Granted
-
-
-
-
Variation for target remeasurement
-
-
2,429
-
Cancelled
(2,288)
0.10
(1,521)
-
Exercised
(2,120,687)
0.10
(1,411,552)
-
Options at end of year
8,525
0.10
5,665
-
of which vested at end of year
8,525
0.10
5,665
-
of which exercisable
8,525
0.10
5,665
-
of which not vested at end of year
-
-
-
-
(*) The number of options shown was determined based on cumulative EBITDA for the three years 2011-2013.
(in Euro)