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The plan established that the number of options granted
would depend on the achievement of common business and
financial performance objectives for all the participants.
The plan established that the participants’ right to exercise
the allotted options depended on achievement of the Target
(being a minimum performance objective of at least Euro
1.75 billion in cumulative Adj. EBITDA for the Group in the
period 2011-2013, assuming the same group perimeter) as
well as continuation of a professional relationship with the
Group up until 31 December 2013. The plan also established an
upper limit for Adj. EBITDA as the Target plus 20% (ie. Euro
2.1 billion), assuming the same group perimeter, that would
determine the exercisability of the maximum number of
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 will carry the right to receive or subscribe
to ordinary shares in Prysmian S.p.A., the Parent Company.
These shares may partly comprise treasury shares and
partly new shares, obtained through a capital increase that
excludes pre-emptive rights under art. 2441, par. 8 of the
Italian Civil Code. Such a capital increase, involving the issue
of up to 2,131,500 new ordinary shares of nominal value
Euro 0.10 each, for a maximum amount of Euro 213,150, was
approved by the shareholders in the extraordinary session
of their meeting on 14 April 2011. The shares obtained from
the Company’s holding of treasury shares will be allotted for
zero consideration, while the shares obtained from the above
capital increase will be allotted to participants upon payment
of an exercise price corresponding to the nominal value of the
Company’s shares.
The information memorandum, prepared under art. 114-bis
of Legislative Decree 58/98 and describing the characteristics
of the above incentive plan, is publicly available on the
Company’s website at
/
,
from its registered offices and from Borsa Italiana S.p.A..
Group employee share purchase plan (YES Plan)
On 16 April 2013, the shareholders approved a share purchase
plan reserved for employees of Prysmian S.p.A. and/or of
its subsidiaries, including some of the Company’s Directors,
and granted the Board of Directors the relevant powers to
establish and implement this plan.
The reasons behind the introduction of the Plan are:
• to strengthen the sense of belonging to the Group by
offering employees an opportunity to share in its successes,
through equity ownership;
• to align the interests of the Prysmian Group’s stakeholders
(its employees and shareholders), by identifying a common
goal of creating long-term value;
• to help consolidate the integration process started in the
wake of the Draka Group’s acquisition.
The Plan offers the opportunity to purchase Prysmian’s
ordinary shares on preferential terms, with a maximum
discount of 25% on the stock price, offered in the form of
treasury shares, except for the Chief Executive Officer, the
Chief Financial Officer, the Chief Strategy Officer and two key
managers, for whom the discount is equal to 1% of the stock
price.
The shares purchased will be subject to a retention period,
during which they cannot be sold. The Plan envisages three
purchase windows: 2014, 2015 and 2016.
The Plan therefore qualifies as “of particular relevance” within
the meaning of art. 84-bis, par. 2 of the Issuer Regulations.
A maximum number of 500,000 treasury shares has been
earmarked to serve the discounted purchases envisaged by
the Plan.
During the month of October 2013, the plan was presented
and explained to some 16,000 of the Group’s employees in
27 countries. Employees were free to express their readiness
to participate in the Plan by the end of December 2013 and
have accordingly communicated the amount they intended
to invest in the first purchase window and the method of
payment. The total amount collected, amounting to Euro 7.6
million, will be used to make purchases of the Company’s
ordinary shares on the Milan Stock Exchange (MTA) over
a period of 5 consecutive business days during the month
of May 2014. The number of shares assigned to each
participant will then be determined by taking into account
the average purchase price of the shares acquired on behalf
of participants, the individual investment and the applicable
discount percentage.
All those who have adhered to the plan will also receive an
entry bonus of six free shares, taken from the Company’s
portfolio of treasury shares, only available at the time of first
purchase.
The shares purchased by participants, as well as those
received by way of discount and entry bonus, will generally be
subject to a retention period during which they cannot be sold
and the length of which varies according to local regulations.
Further details about the incentive plans can be found in Note
21 to the Consolidated Financial Statements.
