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PRYSMIAN GROUP | DIRECTORS’ REPORT

94

Non-convertible bond 2015: on 10 March 2015, the Board of Directors of Prysmian S.p.A. authorised

management to proceed, depending on prevailing market conditions and in any case by 30 June

2016, with the issuance and private or public placement of bonds in one or more tranches. These

bonds were intended for sale to institutional investors only. Consequently, on 30 March 2015

Prysmian S.p.A. completed the placement with institutional investors of an unrated bond, on the

Eurobond market, for a total nominal value of Euro 750 million. The bond, with an issue price of Euro

99.002, has a 7-year maturity and will pay a fixed annual coupon of 2.50%. The bond settlement

date was 9 April 2015. The bond has been admitted to the Luxembourg Stock Exchange and is

traded on the related regulated market. Prysmian has used the bond issue proceeds to redeem the

Euro 400 million Eurobond that matured on 9 April 2015 and to repay early the Term Loan Facility

2011 for Euro 400 million.

As at 31 December 2015, the Group's total financial resources, comprising cash and cash equivalents and

undrawn committed credit lines, came to in excess of Euro 1 billion.

A detailed analysis of "Borrowings from banks and other lenders" can be found in the Explanatory Notes to

the Consolidated Financial Statements.

Financial covenants

The credit agreements mentioned in the preceding paragraph contain a series of financial and non-financial

covenants with which the Group must comply. These covenants could restrict the Group's ability to increase

its net debt, other conditions remaining equal; should it fail to satisfy one of the covenants, this would lead to

a default event which, unless resolved under the terms of the respective agreements, could lead to their

termination and/or an early repayment of any amounts drawn down. In such an eventuality, the Group might

be unable to repay the amounts demanded early, which in turn would give rise to a liquidity risk.

The financial covenants are measured at the half-year close on 30 June and at the full-year close on 31

December. All covenants, financial or otherwise, were fully observed at 31 December 2015. In particular:

(i)

the ratio between EBITDA and Net finance costs, as defined in the credit agreements, was 14.34x

(against a required covenant of not less than 5.50x for the credit agreements signed before

December 2013 and 4.00x for those signed in 2014);

(ii)

the ratio between Net Financial Position and EBITDA, as defined in the credit agreements, was

1.06x (against a required covenant of below 2.50x for the credit agreements signed before

December 2013 and 3.00x for those signed in 2014).

As things stand and in view of the level of the financial covenants reported above, Prysmian Group believes

this is a risk it will not have to face in the near future. A more detailed analysis of the risk in question can be

found in the Explanatory Notes to the Consolidated Financial Statements.