CONSOLIDATED FINANCIAL STATEMENTS >
EXPLANATORY NOTES
188
| 2013 ANNUAL REPORT | PRYSMIAN GROUP
Eurobond market for a total nominal amount of Euro 400
million. The bond, with an issue price of Euro 99.674, has a
5-year term and pays a fixed annual coupon of 5.25%. The
bond settlement date was 9 April 2010. The bond has been
admitted to the Luxembourg Stock Exchange’s official list and
is traded on the related regulated market.
The non-convertible bond has a fair value of Euro 417 million
at 31 December 2013 (Euro 420 million at 31 December
2012). Fair value has been determined with reference to the
quoted price in the relevant market (Level 1 of the fair value
hierarchy).
Convertible bond
On 4 March 2013, the Board of Directors approved the
placement of an Equity Linked Bond, referred to as
“€300,000,000 1.25 per cent. Equity Linked Bonds due 2018”,
maturing on 8 March 2018 and reserved for institutional
investors.
On 16 April 2013, the Shareholders’ Meeting authorised the
convertibility of the Bond at a value of Euro 22.3146 per
share. As a result, the shareholders approved the proposal
to increase share capital for cash, in single or multiple
issues, with the exclusion of pre-emptive rights under art.
2441, par. 5 of the Italian Civil Code, by a maximum nominal
amount of Euro 1,344,411.30, by issuing, in single or multiple
instalments, up to 13,444,113 ordinary shares of the Company
with the same characteristics as its other outstanding
ordinary shares.
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 price of the Company’s ordinary shares
rises 130% above 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 million and
a debt component of Euro 261 million, determined at the bond
issue date.
(in millions of Euro)
Issue value of convertible bond
300
Equity reserve for convertible bond
(39)
Issue date net balance
261
Interest - non-monetary
6
Interest - monetary accrued
3
Interest - monetary paid
(2)
Related costs
(4)
Balance at 31 December 2013
264
