279
At the Group level there is also another Euro 800 million in
committed lines as follows:
• Revolving Credit Facility 2010 (Euro 400 million);
• Revolving Credit Facility 2011 (Euro 400 million).
These lines are available to a certain number of Group
companies, including Prysmian S.p.A..
As at 31 December 2013 and 31 December 2012, the Company
had not drawn down any of the Group credit facilities shown
above.
More details about the nature and drawdown of the Group-
level facilities shown above can be found in the Explanatory
Notes to the Consolidated Financial Statements (Note 12.
Borrowings from banks and other lenders).
Bonds
As at 31 December 2013, Prysmian S.p.A. had issued the
following bonds:
Non-convertible bond
Further to the resolution adopted by the Board of Directors on
3 March 2010, Prysmian S.p.A. completed the placement of
an unrated bond with institutional investors on the Eurobond
market on 30 March 2010 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 fair value of the Bond at
31 December 2013 was Euro 417,440 thousand (Euro 420,000
thousand at 31 December 2012). Fair value has been determined
with reference to the quoted price in the relevant market.
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 39,632
thousand and a debt component of Euro 260,368 thousand,
determined at the Bond issue date.
(in thousands of Euro)
31 December 2012
Total lines
Used
Unused
Term Loan Facility 2010
320,000
(320,000)
-
Term Loan Facility 2011
400,000
(400,000)
-
Total Credit Agreements
720,000
(720,000)
-
