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EXPLANATORY NOTES
274
| 2013 ANNUAL REPORT | PRYSMIAN GROUP
BILANCIO ANNUALE 2013 PRYSMIAN GROUP
Share capital
Share capital amounts to Euro 21,459 thousand at 31 December
2013, consisting of 214,591,710 ordinary shares (including
3,028,500 treasury shares), with a nominal value of Euro
0.10 each. The total number of outstanding voting shares is
211,552,541, stated net of 10,669 treasury shares held indirectly.
More details about treasury shares can be found in the
subsequent note on “Treasury shares”.
Share premium reserve
This amounts to Euro 485,873 thousand at 31 December 2013,
reporting an increase of Euro 377 thousand since 31 December
2012, due to the exercise of 82,929 options under the Stock
option plan described in Note 17. Personnel costs.
Capital increase costs
This reserve, which reports a post-tax negative balance of
Euro 4,244 thousand at 31 December 2013, relates to the costs
incurred for the capital increase serving the public mixed
exchange and cash offer for the ordinary shares of Draka
Holding N.V., announced on 22 November 2010 and formalised
on 5 January 2011.
Legal reserve
This amounts to Euro 4,291 thousand at 31 December 2013,
and is Euro 3 thousand higher than at 31 December 2012
following apportionment of part of the prior year’s net profit,
as approved by the shareholders on 16 April 2013.
Treasury shares reserve
This reserve amounts to Euro 30,179 thousand at 31 December
2013, in compliance with the legal limit (art. 2357-ter of
the Italian Civil Code). It was formed during 2008 after the
The following table reconciles the number of outstanding
shares at 31 December 2011, at 31 December 2012 and 31
December 2013:
shareholders 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 transaction 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
authorisation 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
Ordinary shares Treasury shares
Total
Balance at 31 December 2011
214,393,481
(3,028,500)
211,364,981
Capital increase
(1)
115,300
-
115,300
Treasury shares
-
-
-
Balance at 31 December 2012
214,508,781
(3,028,500)
211,480,281
Capital increase
(1)
82,929
-
82,929
Treasury shares
-
-
-
Balance at 31 December 2013
214,591,710
(3,028,500)
211,563,210
(1) Capital increase following exercise of a part of options under the Stock Option Plan 2007-2012.
274 | 2013
ANNUAL REPORT |
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