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Parent Company Financial Report |

EXPLANATORY NOTES

2014 Annual Report

Prysmian Group

306

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

39,632 thousand and a debt component of Euro 260,368

thousand, determined at the bond issue date.

The fair value of the convertible bond (equity component

and debt component) is Euro 305,520 thousand at 31

December 2014 (Euro 338,844 thousand at 31 December

2013), of which the fair value of the debt component is Euro

263,556 thousand (Euro 265,388 thousand 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.

Finance lease obligations

Finance lease obligations refer to the liability arising after

taking over a finance lease for a building on 14 November

2013; this lease expires on 20 January 2027 and carries an

indexed interest rate, equating to 2.11% for 2014.

Issue value of convertible bond

300,000

Equity reserve for convertible bond

(39,632)

Issue date net balance

260,368

Interest - non-monetary

13,441

Interest - monetary accrued

6,812

Interest - monetary paid

(5,625)

Related costs

(2,273)

Balance at 31 December 2014

272,723

(in thousands of Euro)