Consolidated Financial Statements >
Directors’ Report
52
| 2012 annual report prysmian group
FINANCE AND M&A ACTIVITIES
On 27 February 2012, the squeeze-out, permitted under the
Dutch Civil Code, was completed in order to purchase the
ordinary shares of Draka Holding N.V. for which acceptance
was not obtained during the public mixed exchange and
cash offer for all the Draka Holding N.V. ordinary shares.
The successful conclusion of this squeeze-out means that
Prysmian Group now holds the entire share capital of Draka
Holding N.V..
On 5 April 2012, Prysmian Group finalised the acquisition
of 50% of the shares in Telcon Fios e Cabos para
Telecomuniçaoes S.A. and of 30% of the shares in Draktel
Optical Fibre S.A., thereby becoming the sole shareholder
of these two Brazilian telecom cable and optical fibre
companies, which had joined the Group following the
acquisition of Draka in 2011. The cash outlay for the
acquisition amounts to approximately Euro 25 million (Euro
23 million for Telcon Fios e Cabos para Telecomuniçaoes S.A.
and Euro 2 million for Draktel Optical Fibre S.A.).
The credit agreement signed on 18 April 2007 (“Credit
Agreement”), under which Prysmian S.p.A. and some of its
subsidiaries had been granted an initial total of Euro 1,700
million in loans and credit facilities, was repaid on 3 May 2012.
The Group repaid on this maturity date the residual balance of
Euro 670 million relating to the Term Loan Facility and Euro 5
million in amounts drawn down against the Revolving Credit
Facility. The Bonding Facility for Euro 300 million had been
cancelled on 10 May 2011 in advance of its natural maturity.
This credit agreement has been replaced by the Forward Start
Credit Agreement (henceforth termed “Credit Agreement
2010”), a long-term credit agreement for Euro 1,070 million,
entered into on 21 January 2010 with a pool of major national
and international banks which have made available Euro 670
million in loans (Term Loan Facility 2010) and Euro 400 million
in credit facilities (Revolving Credit Facility 2010). More details
can be found in Note 12 of the Explanatory Notes.
On 11 May 2012, Draka Comteq Finland OY acquired the entire
25% non-controlling interest in Neva Cables Ltd, a Russian
company that is now wholly owned by the Group.
On 26 July 2012, the securitization programme, due to end
on 31 July 2012, was extended for another 12 months and the
amount of the related credit facility was reduced to Euro
150 million, consistent with the amount of trade receivables
eligible for securitization under the agreed contractual terms.
On 6 September 2012, the Group signed an agreement to
acquire 100% of Global Marine Systems Energy Ltd. (“GME”)
from Global Marine Systems Ltd. (“GMSL”) for a purchase
price of approximately Euro 52 million.
The acquisition’s closing took place in November 2012 following
satisfaction of the agreement’s conditions. This company’s
financial statements have therefore been included in the
consolidation from 15 November 2012.
GME is a British company active in the installation of
submarine power cables and systems. With estimated
turnover of approximately Euro 75 million in 2012, GME has
a new cable ship among its strategic assets and offers high
value-added services for the installation of submarine power
lines, ranging from project management to cable laying,
jointing and protection. GME has particular expertise in
offshore wind farm connections and is currently involved in
several projects underway in the North Sea.
The expansion of installation capability follows on from
the Group’s enlargement of its submarine cable production
capacity, with it now able to count on three production
facilities in Italy, Finland and Norway.
Prysmian has recently invested some Euro 40 million to start
submarine cable production at the Pikkala facility in Finland,
it has enhanced production capacity at the Drammen plant in
Norway specialised in inter-array cables and it has continued
to invest in its flagship plant in Arco Felice, Italy (about Euro
40 million in 2012).
