281 348
281
The European Commission held Prysmian Cavi e Sistemi
S.r.l. jointly liable with Pirelli & C. S.p.A. for the alleged
infringement in the period from 18 February 1999 to 28 July
2005, sentencing them to pay a fine of Euro 67.3 million,
and it held Prysmian Cavi e Sistemi S.r.l. jointly liable with
Prysmian S.p.A. and the Goldman Sachs Group Inc. for the
alleged infringement in the period from 29 July 2005 to 28
January 2009, sentencing them to pay a fine of Euro 37.3
million. Prysmian has appealed against this decision to the
General Court of the European Union and has submitted an
application to intervene in the appeals respectively lodged by
Pirelli & C. S.p.A. and the Goldman Sachs Group Inc. against
the same decision. Both Pirelli & C. S.p.A. and the Goldman
Sachs Group Inc. have in turn submitted applications to
intervene in the appeal brought by Prysmian against the
European Commission's decision. Prysmian has not incurred
any financial outlay as a result of this decision having
elected, pending the outcome of the appeals, to provide
bank guarantees as security against payment of 50% of the
fine imposed by the European Commission (amounting to
approximately Euro 52 million) for the alleged infringement
in both periods.
As far as Prysmian is aware, Pirelli & C. S.p.A. has provided
or is nonetheless preparing to provide the European Com-
mission with a bank guarantee for 50% of the value of the
fine imposed for the alleged infringement in the period 18
February 1999 - 28 July 2005. Pirelli & C. S.p.A. has also filed
a civil action against Prysmian Cavi e Sistemi S.r.l. in which
it demands to be held harmless for all claims made by the
European Commission in implementation of its decision and
for any expenses related to such implementation. Prysmian
Cavi e Sistemi S.r.l. started legal proceedings in February
2015, requesting that the claims brought by Pirelli & C.
S.p.A. be rejected in full and that it should be Pirelli & C.
S.p.A. which holds harmless Prysmian Cavi e Sistemi S.r.l.,
with reference to the alleged infringement in the period
18 February 1999 - 28 July 2005, for all claims made by the
European Commission in implementation of its decision and
for any expenses related to such implementation.
Following a detailed and careful analysis of the European
Commission's ruling, and nonetheless considering this has
been appealed and so could be submitted to second-in-
stance judgement, as well as the fact that the investigations
initiated by the Canadian Antitrust Authority have ended
without any sanctions for Prysmian, it has been decided to
partially release the existing provision.
The above events have led to the recognition in the 2014
consolidated income statement of a net release of Euro 31
million (of which about Euro 20 million recorded by Prysmian
S.p.A.), classified as non-recurring items.
Investments in subsidiaries
On 1 February 2014, Prysmian (Dutch) Holdings B.V., a
company owned by the subsidiary Prysmian Cavi e Sistemi
S.r.l., was merged with Draka Holding B.V.. This transac-
tion, effective 1 January 2014 for accounting purposes, has
increased the interest of Prysmian Cavi e Sistemi S.r.l. in
Draka Holding B.V. to 47.83%, and decreased the interest of
Prysmian S.p.A. in the same subsidiary to 52.17%.
On 13 February 2014, the Dutch company Draka Holding N.V.
changed its name to Draka Holding B.V..
On 8 April 2014, the share capital of the subsidiary Prysmian
Powerlink S.r.l. was increased by Euro 50,000 thousand.
On 8 August 2014, a capital contribution of Euro 5,000
thousand was paid to the subsidiary Fibre Ottiche Sud –
F.O.S. S.r.l..
On 26 August 2014, capital contributions were paid to
the subsidiaries Prysmian Powerlink S.r.l. (Euro 30,000
thousand) and Draka Holding B.V. (Euro 33,000 thousand).
After reviewing the carrying amounts of its investments
in subsidiaries at year end, the Company has recognised
an impairment loss of Euro 16,465 thousand against the
investment in Fibre Ottiche Sud – F.O.S. S.r.l..
Second cycle of Group employee share purchase
plan (YES Plan)
During the month of December 2014, employees were
informed of the opening of the plan's second cycle in 2015.
Employees had until the third week of February 2015 to sign
up for the second cycle and to communicate the amount
they intended to invest. The total amount collected will be
used to make purchases of the Company's shares on the
Milan Stock Exchange (MTA) during the month of July 2015.
Treasury shares
The Shareholders' Meeting held on 16 April 2014 authorised
a new share buy-back and disposal programme, revoking at
the same time the programme approved on 16 April 2013.
The new programme provides the opportunity to purchase,
on one or more occasions, a maximum number of ordinary
shares whose total cannot exceed 10% of share capital,
equal to 18,420,002 ordinary shares as at the date of the
Shareholders' Meeting, after deducting the treasury shares
already held by the Company. Purchases may not exceed the
amount of undistributed earnings and available reserves
reported in the most recently approved annual financial
statements. The authorisation to buy back treasury shares
will last for 18 months commencing from the date of the
Shareholders' Meeting; the authorisation to dispose of
treasury shares has no time limit.
Under this programme, the Company purchased a total of