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Parent Company Financial Report |
EXPLANATORY NOTES
2014 Annual Report
Prysmian Group
300
following apportionment of part of the prior year's net profit,
as approved by the shareholders on 16 April 2014.
Treasury shares reserve
This reserve amounts to Euro 33,923 thousand at 31 December
2014, in compliance with the legal limit (art. 2357-ter of the
Italian Civil Code). It was formed during 2008 after the share-
holders adopted a resolution on 15 April 2008 authorising a
programme to buy back up to 10% of the Company's shares.
Under this resolution, purchases and sales of shares had to
meet the following conditions: (i) the minimum price could
be no more than 10% below the stock's official price reported
in the trading session on the day before carrying out each
individual purchase transaction; (ii) the maximum price
could be no more than 10% above the stock's official price
reported in the trading session on the day before carrying
out each individual purchase transaction; (iii) the maximum
number of shares purchased per day could not exceed 25%
of the average daily volume of trades in Prysmian shares on
the Milan Stock Exchange in the 20 trading days prior to the
purchase date; (iv) the purchase price could not be greater
than the higher of the price of the last independent transac-
tion and the highest independent bid price currently quoted
on the market. On 7 October 2008, the Board of Directors
subsequently granted the Chief Executive Officer and Chief
Financial Officer separate powers to purchase up to 4 million
of the Company's shares by 31 December 2008. At that date
a total of 3,028,500 shares had been bought back for Euro
30.2 million.
On 9 April 2009, the shareholders renewed the authorisation
to buy and dispose of treasury shares, while cancelling the
previous resolution adopted on 15 April 2008. The authori-
sation permitted the purchase of shares representing no
more than 10% of the Company's share capital at any time,
including any treasury shares already held by the Company.
Purchases could not exceed the amount of undistributed
earnings and distributable reserves reported in the most
recently approved annual financial statements. The
programme was to last for a maximum of 18 months com-
mencing from the date of the shareholders' approval and
therefore expired on 9 October 2010.
The Shareholders' Meeting held on 16 April 2014 authorised
a share buy-back and disposal programme, and revoked
the previous programme at the same time. 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 16 April 2014,
after deducting the treasury shares already held by the
Company; the programme also provides that purchases may
not exceed the amount of undistributed earnings and dis-
tributable reserves reported in the most recently approved
annual financial statements. The authorisation to buy back
treasury shares lasts for 18 months commencing from the
date of the Shareholders' Meeting, while the authorisation
to dispose of treasury shares has no time limit.
During the months of November and December 2014, a total
of 1,390,000 treasury shares were purchased for a total of
Euro 19,954 thousand.
Movements in treasury shares are as follows:
Number of shares
Total nominal value
% of share
Average unit
Total carrying value
(in Euro)
capital
value (in Euro)
(in Euro)
At 31 December 2012
3,028,500
302,850
1.41%
10
30,179,003
- Purchases
-
-
-
-
-
- Sales/Allotments
-
-
-
-
-
At 31 December 2013
3,028,500
302,850
1.41%
10
30,179,003
- Purchases
1,390,000
139,000
-
14
19,954,278
- Sales/Allotments
(1,598,851)
(159,885)
-
10
(16,209,986)
At 31 December 2014
2,819,649
281,965
1.30%
12
33,923,294