Share buy-back plan for up to 18,000,000 ordinary shares, corresponding to 10% of the capital
Milan – Today the Board of Directors of Prysmian S.p.A., a worldwide leading group in the energy and telecommunication cables industry, has approved its 2007 consolidated financial statements and the draft statutory financial statements[4].
In 2007, consolidated Sales reached €5,118 million, up from €5,007 million in 2006. Net of perimeter changes, metals price effects and exchange rate translation effect, Organic growth was 8.2%. All the businesses contributed to the growth, with a sharp increase in volumes in the Industrial business, especially cables for the OGP, mining, transport and renewable energy industries, and a significant increase in demand in the Utilities business, driven by many projects of extension and modernisation of high voltage networks and submarine power links worldwide. In 2007, Prysmian was awarded with some of the largest projects worldwide, such as TransBay in the USA and Cometa in Spain, and can currently count on a solid order book that ensures high visibility on future sales.
2007 Adjusted EBITDA increased to €529 million (+30.2% from 2006). The leap in profitability was mainly the result of the focusing on high added value products and services and of the continuous enhancement in the business mix, as well as the excellent level of operating leverage achieved. Adjusted EBITDA margin on sales rose to 10.3%, up from 8.1% in 2006.
EBITDA increased by 54.4% to €573 million, resulting in a significant progress of the margin on sales from 7.4% to 11.2%. This growth benefited from positive non-recurring items for €44 million (compared to non-recurring net charges of €36 million in 2006), mainly attributable to adjustments to the price of the acquisition of the Pirelli & C. cable business in 2005.
EBIT rose to €508 million, up 96.8% from €258 million in 2006, driving a sharp increase in EBIT margin from 9.9% to 5.2%. Adjusted EBIT5, before positive non-recurring items of €44 million, reached €464 million, recording an increase of 40.6% compared to 2006. Adjusted EBIT margin on sales rose from 6.6% to 9.1%.
Net income[5] more than tripled, reaching the record level of €302 million, compared to €91 million in 2006. In addition to the positive non-recurring items of €44 million mentioned above, net income was affected by:
- write-downs of bank fees related to the old credit agreement (negative effect before taxes of €59 million);
- appreciation of the fair value of the derivatives used to hedge metal prices and financial risks (positive effect before taxes of €8 million);
- release to the income statement of an equity reserve related to the valuation of interest rate derivatives defined as "cash flow hedges", necessary as a consequence of the old credit agreement refinancing (positive effect before taxes of €4 million).
Net income also benefited from a reduction in the tax rate from 38.2% in 2006 to 21.9% in 2007, mainly attributable to the better geographical mix of the profit before taxes, which determined a significant use of past tax losses.
In 2007 Prysmian confirmed its strong cash generation, posting a positive Free Cash Flow (before dividends) of €245 million(from €166 million in 2006). This improvement was mainly driven by the significant increase in operating profitability.
Net financial position at 31 December 2007 amounted to €716 million, recording a substantial decrease from €879 million a year earlier. This improvement led to a significant drop in the ratio net financial position to third parties[6]/adjusted EBITDA, down from 2.2x at 31 December 2006 to 1.4x at the end of 2007. This result will trigger a further decrease in the cost of debt in 2008.
The Parent Company is reporting €61 million in net income in its financial statements drafted according to IAS/IFRS, from €76 million in 2006. This decrease is due to the transfer of the staff in charge of the Group core business previously employed in subsidiaries to Prysmian S.p.A. since 1 January 2007.
Based on these results, the Board of Directors of Prysmian S.p.A. will propose to the next shareholders’ meeting, scheduled for 14 April 2008 on first call and 15 April on second call, the distribution of a dividend equal to €0.417 per share , calculated on the number of shares outstanding at the current date (180,000,000 shares). The total amount of the dividend is approximately €75.06 million. This dividend policy has the two-fold objective of remunerating Prysmian shareholders and maintaining an adequate level of financial resources to sustain both internal and external growth. The dividend will be paid out from 24 April 2008, with coupon detachment on 21 April 2008, and will be applied to the shares outstanding at that date.
“The positive trend achieved throughout the year was fully confirmed in the fourth quarter - Mr Valerio Battista, Chief Executive Officer of Prysmian S.p.A., commented -. 2007 brought strong results in terms of both organic growth and improvement of profitability. The Company benefited from the decision to keep focusing on high value-added and high technology businesses, as well as markets with high growth rates and profitability. We fostered this strategy in 2007 and invested in both internal growth and acquisitions, thanks to which Prysmian will be able to leverage on sound manufacturing and sales operations in promising markets such as India.
Looking forward - Mr Battista added - demand continues to be healthy on the markets that we regard as strategic, mainly high voltage land and submarine cables, boosted by the continuous growth in consumption of energy. Utilities are committed to projects to expand and upgrade the power transmission networks, with major investment plans in the medium-long term. Thanks to the strong know-how, the long experience, and the ability to offer high value added services, Prysmian maintains its worldwide leading position in this sector with a significant share of this market.”
Performance and results of the business areas
Energy Cables & Systems
Sales in Energy Cables & Systems rose to €4,583 million and posted and organic growth of 8.4%. The focus on high value added products and channels led to a 42.6% increase in Adjusted EBIT, amounting to €420 million in 2007. Adjusted EBIT margin on sales surged from 6.5% in 2006 to 9.1%.
Utilities
Sales to third parties in Utilities reached €1,894 million and recorded an organic growth of 3.3% from the previous year; growth in high voltage submarine cables accelerated significantly in the second half of the year. Profitability also increased, and adjusted EBIT margin rose from 8.4% in 2006 to 11.0% in 2007. The high value added sectors of high voltage land and submarine cables posted the fastest growth, with major contracts awarded in all the regions of the world. More specifically, in submarine cables, the Group collected strategic orders in Spain, with the Cometa Project (a power link between the Balearic Islands and the Iberian peninsula) and in the USA, with the TransBay project in San Francisco where Prysmian, in cooperation with Siemens Power T&D, will build the first 200kV high voltage DC link, using the new Voltage Source Converter technology and offering lower cost and higher operating flexibility. In underground high-voltage cables, Prysmian won major contracts in the USA, UK, and China. The growth of the order backlog provides high visibility on future sales. In particular, Prysmian is well positioned to profit from the emerging strong growth trend in investments in offshore wind park for power generation, with 8 large projects already awarded in the world. Investments in power transmission infrastructures are characterised by long-term cycles and, with the aim of consolidating and strengthening its leading position, in 2007 Prysmian started and completed new investments to expand its production capacity.
Trade & Installers
Sales in the Trade & Installers business reached €1,802 million in 2007. The organic sales growth of 7.1% was achieved thanks to a selective strategy which allowed to improve the geographic and product mix and which led to an increase in profitability. Adjusted EBIT margin improved from 6.1% in 2006 to 7.6% in 2007. The strategy of focusing on high added value projects (e.g. LSOH/Afumex fire-resistant cables) produced positive results throughout the year, also thanks to a sustained demand in Europe (especially France, Spain, UK, and Italy), South America and Canada, where Prysmian further strengthened its market position. In the United States the slowdown of the construction industry didn't affect Prysmian significantly, thanks to its limited exposure to this sector.
Industrial
In Industrial cables, organic sales growth was 21.1%, and sales reached €795 million. The strong performance was driven by the demand of cables for the OGP industry, which grew across all the regions, as well as cables for the renewable energy industry, in particular in Spain, Germany, and China. In Brazil, volumes of “Umbilical” cables for the petrochemical industry increased significantly thanks to a new dedicated plant become fully operative in 2007, while in China sales growth was driven by the investment to upgrade the production units. In the other segments, Prysmian achieved a significant sales growth in cables for the mining industry (mainly in Australia); we also obtained large orders from the shipbuilding industry, where Prysmian will provide cables for GENESIS, the world’s biggest cruising ship, and from the railway industry, where it will supply Alstom with cables for the world-fastest train. Profitability increased significantly, and adjusted EBIT margin rose to 9.0% from 5.3% of 2006.
Telecom Cables & Systems
Sales to third parties in Telecom Cables & Systems posted an organic growth of 6.3% and reached €535 million. In 2007 Adjusted EBIT increased to €44 million (+22.6%). Adjusted EBIT margin rose from 6.6% in 2006 to 7.9%.
Sales in optical cables were driven by growing demand in Northern Europe, where several emerging players realized important Fibre to the Home (FTTH) projects. Sales trend was also positive across Asia, and in particular in India. These results allowed the Group to limit the negative effects coming from the US demand slowdown.
Among the new technologies and products introduced to the market in 2007, the CasaLight TM optical fibre and the VertiCasa TM cabling system brilliantly satisfied market demand, allaying concerns that the installation of the final metres of fibre in existing buildings could require significant further investment.
Sales rose in the copper cables business too, with good volumes in Turkey, Italy and Romania, as well as in South America, which achieved a solid performance in both the domestic market and in exports to North and Central America.
SALES AND RESULTS BY GEOGRAPHIC AREA
In EMEA (Europe, Middle East and Africa), Prysmian achieved 14.1% organic growth in 2007, and all business segments gave a positive contribution. EMEA accounted for 70.0% of total sales in 2007.
In North America, at constant metals prices and net of the Neptune submarine project that affected 2006, 2007 sales were substantially stable. In the business of optical cables, some large customers reduced the level of investments. North America accounted for 12.0% of total sales in 2007.
In Central and South America, sales recorded an organic growth of 18.5% in 2007, with a significant acceleration during the second half of the year, in particular thanks to the strong demand for cables in the oil industry. Sales in Central and South America represented 9.0% of total 2007 sales.
In Asia and Oceania, the strong demand for industrial and telecommunication cables has been only partially offset by the decrease in demand from utilities companies in Australia. Organic sales growth was 5.6%. The region accounted for 9.0% of total 2007 sales.
Further resolutions by the Board of Directors
Approval of share buy-back plan
The Board of Directors of Prysmian S.p.A. passed a resolution to propose to the next shareholders’ meeting, scheduled for 14 April 2008 on first call and 15 April on second call, the approval of a share buy-back plan. The plan calls for the buy-back of up to 18,000,000 ordinary shares, corresponding to 10% of the current share capital, to be executed in one or more buy-backs. The buy-backs may be executed up to the amount of available reserves as recognised in the last annual report regularly approved. The term of the plan is 18 months effective from the date of the shareholders’ meeting approval.
The objective of the plan is the efficient management of the Company’s capital and to give the possibility to build a stock of own-shares that could be also used in any eventual extraordinary transactions and for any share-based incentive plan reserved to Prysmian Group employees, and in any case for all the reasons allowed by the laws in force.
The share buy-back can take place in the market in compliance with applicable laws and regulations:
(i) at a minimum price 10% lower than the closing price on the previous trading day
(ii) at a maximum price 10% higher than the closing price on the previous trading day
To date, the Company has no treasury shares.
Directors independence
Based on statements made by the Directors, the Board of Directors announces that, as per the Self-Regulatory Code for listed companies, it has carried out the appropriate checks on independence requirements, observing that directors Wesley Clark, Giulio Del Ninno, Francesco Paolo Mattioli, and Udo Günter Werner Stark continue to satisfy these requirements.
Prysmian Cavi e Sistemi Energia S.r.l. patent portfolio demerger
The Board of Directors of Prysmian S.p.A. has approved the plan for the partial demerger of the patent rights of the wholly-owned subsidiary Prysmian Cavi e Sistemi Energia S.r.l. in favour of Prysmian S.p.A. The objective of the demerger is to increase the value of the patent portfolio, concentrating its management in the parent company. Prysmian Cavi e Sistemi Energia S.r.l. is the Prysmian Group company that directly and/or indirectly holds all equity investments in companies operating in the “energy cables & systems” business. Since Prysmian S.p.A. is the sole shareholder in Prysmian Cavi e Sistemi Energia S.r.l., the beneficiary will issue no new shares as a result of the planned split, nor will its share capital undergo any change. As a result, no share exchange ratio is called for. Likewise, no cash compensation is called for. The demerger has no negative consequences for and does not compromise the interests of shareholders, creditors, and third parties. Documentation on the planned demerger will be available at the registered offices of Prysmian S.p.A., pursuant to law. The planned demerger is subject to the approval in April of the relevant boards of the respective companies involved, and the signing of the demerger deed is scheduled within July. The split transaction is not subject to suspension or termination conditions, and no restructuring or reorganisation is planned as a result of the demerger.
The Annual Report as of 31 December 2007 will be filed at the Company's registered offices at Viale Sarca 222, Milan, and with Borsa Italiana S.p.A. in compliance with relevant regulations. It will also be available on the corporate website at www.prysmian. com.
This document may contain forward-looking statements concerning future events and the operating and financial results of Prysmian Group. These statements by nature contain elements of risk and uncertainty which depend on the occurrence of future events and developments. Actual results may vary, even significantly, from those projected as a result of multiple factors.
Mr. Pier Francesco Facchini, manager responsible for preparing the Company's financial reports, hereby declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.
The Board of Directors resolved to call the next Shareholders Meeting on April 14th (first call) or eventually on April 15th (second call).
Milan – Today the Board of Directors of Prysmian S.p.A., a worldwide leading group in the energy and telecommunication cables industry, has approved its 2007 consolidated financial statements and the draft statutory financial statements[4].
In 2007, consolidated Sales reached €5,118 million, up from €5,007 million in 2006. Net of perimeter changes, metals price effects and exchange rate translation effect, Organic growth was 8.2%. All the businesses contributed to the growth, with a sharp increase in volumes in the Industrial business, especially cables for the OGP, mining, transport and renewable energy industries, and a significant increase in demand in the Utilities business, driven by many projects of extension and modernisation of high voltage networks and submarine power links worldwide. In 2007, Prysmian was awarded with some of the largest projects worldwide, such as TransBay in the USA and Cometa in Spain, and can currently count on a solid order book that ensures high visibility on future sales.
2007 Adjusted EBITDA increased to €529 million (+30.2% from 2006). The leap in profitability was mainly the result of the focusing on high added value products and services and of the continuous enhancement in the business mix, as well as the excellent level of operating leverage achieved. Adjusted EBITDA margin on sales rose to 10.3%, up from 8.1% in 2006.
EBITDA increased by 54.4% to €573 million, resulting in a significant progress of the margin on sales from 7.4% to 11.2%. This growth benefited from positive non-recurring items for €44 million (compared to non-recurring net charges of €36 million in 2006), mainly attributable to adjustments to the price of the acquisition of the Pirelli & C. cable business in 2005.
EBIT rose to €508 million, up 96.8% from €258 million in 2006, driving a sharp increase in EBIT margin from 9.9% to 5.2%. Adjusted EBIT5, before positive non-recurring items of €44 million, reached €464 million, recording an increase of 40.6% compared to 2006. Adjusted EBIT margin on sales rose from 6.6% to 9.1%.
Net income[5] more than tripled, reaching the record level of €302 million, compared to €91 million in 2006. In addition to the positive non-recurring items of €44 million mentioned above, net income was affected by:
- write-downs of bank fees related to the old credit agreement (negative effect before taxes of €59 million);
- appreciation of the fair value of the derivatives used to hedge metal prices and financial risks (positive effect before taxes of €8 million);
- release to the income statement of an equity reserve related to the valuation of interest rate derivatives defined as "cash flow hedges", necessary as a consequence of the old credit agreement refinancing (positive effect before taxes of €4 million).
Net income also benefited from a reduction in the tax rate from 38.2% in 2006 to 21.9% in 2007, mainly attributable to the better geographical mix of the profit before taxes, which determined a significant use of past tax losses.
In 2007 Prysmian confirmed its strong cash generation, posting a positive Free Cash Flow (before dividends) of €245 million(from €166 million in 2006). This improvement was mainly driven by the significant increase in operating profitability.
Net financial position at 31 December 2007 amounted to €716 million, recording a substantial decrease from €879 million a year earlier. This improvement led to a significant drop in the ratio net financial position to third parties[6]/adjusted EBITDA, down from 2.2x at 31 December 2006 to 1.4x at the end of 2007. This result will trigger a further decrease in the cost of debt in 2008.
The Parent Company is reporting €61 million in net income in its financial statements drafted according to IAS/IFRS, from €76 million in 2006. This decrease is due to the transfer of the staff in charge of the Group core business previously employed in subsidiaries to Prysmian S.p.A. since 1 January 2007.
Based on these results, the Board of Directors of Prysmian S.p.A. will propose to the next shareholders’ meeting, scheduled for 14 April 2008 on first call and 15 April on second call, the distribution of a dividend equal to €0.417 per share , calculated on the number of shares outstanding at the current date (180,000,000 shares). The total amount of the dividend is approximately €75.06 million. This dividend policy has the two-fold objective of remunerating Prysmian shareholders and maintaining an adequate level of financial resources to sustain both internal and external growth. The dividend will be paid out from 24 April 2008, with coupon detachment on 21 April 2008, and will be applied to the shares outstanding at that date.
“The positive trend achieved throughout the year was fully confirmed in the fourth quarter - Mr Valerio Battista, Chief Executive Officer of Prysmian S.p.A., commented -. 2007 brought strong results in terms of both organic growth and improvement of profitability. The Company benefited from the decision to keep focusing on high value-added and high technology businesses, as well as markets with high growth rates and profitability. We fostered this strategy in 2007 and invested in both internal growth and acquisitions, thanks to which Prysmian will be able to leverage on sound manufacturing and sales operations in promising markets such as India.
Looking forward - Mr Battista added - demand continues to be healthy on the markets that we regard as strategic, mainly high voltage land and submarine cables, boosted by the continuous growth in consumption of energy. Utilities are committed to projects to expand and upgrade the power transmission networks, with major investment plans in the medium-long term. Thanks to the strong know-how, the long experience, and the ability to offer high value added services, Prysmian maintains its worldwide leading position in this sector with a significant share of this market.”
Performance and results of the business areas
Energy Cables & Systems
Sales in Energy Cables & Systems rose to €4,583 million and posted and organic growth of 8.4%. The focus on high value added products and channels led to a 42.6% increase in Adjusted EBIT, amounting to €420 million in 2007. Adjusted EBIT margin on sales surged from 6.5% in 2006 to 9.1%.
Utilities
Sales to third parties in Utilities reached €1,894 million and recorded an organic growth of 3.3% from the previous year; growth in high voltage submarine cables accelerated significantly in the second half of the year. Profitability also increased, and adjusted EBIT margin rose from 8.4% in 2006 to 11.0% in 2007. The high value added sectors of high voltage land and submarine cables posted the fastest growth, with major contracts awarded in all the regions of the world. More specifically, in submarine cables, the Group collected strategic orders in Spain, with the Cometa Project (a power link between the Balearic Islands and the Iberian peninsula) and in the USA, with the TransBay project in San Francisco where Prysmian, in cooperation with Siemens Power T&D, will build the first 200kV high voltage DC link, using the new Voltage Source Converter technology and offering lower cost and higher operating flexibility. In underground high-voltage cables, Prysmian won major contracts in the USA, UK, and China. The growth of the order backlog provides high visibility on future sales. In particular, Prysmian is well positioned to profit from the emerging strong growth trend in investments in offshore wind park for power generation, with 8 large projects already awarded in the world. Investments in power transmission infrastructures are characterised by long-term cycles and, with the aim of consolidating and strengthening its leading position, in 2007 Prysmian started and completed new investments to expand its production capacity.
Trade & Installers
Sales in the Trade & Installers business reached €1,802 million in 2007. The organic sales growth of 7.1% was achieved thanks to a selective strategy which allowed to improve the geographic and product mix and which led to an increase in profitability. Adjusted EBIT margin improved from 6.1% in 2006 to 7.6% in 2007. The strategy of focusing on high added value projects (e.g. LSOH/Afumex fire-resistant cables) produced positive results throughout the year, also thanks to a sustained demand in Europe (especially France, Spain, UK, and Italy), South America and Canada, where Prysmian further strengthened its market position. In the United States the slowdown of the construction industry didn't affect Prysmian significantly, thanks to its limited exposure to this sector.
Industrial
In Industrial cables, organic sales growth was 21.1%, and sales reached €795 million. The strong performance was driven by the demand of cables for the OGP industry, which grew across all the regions, as well as cables for the renewable energy industry, in particular in Spain, Germany, and China. In Brazil, volumes of “Umbilical” cables for the petrochemical industry increased significantly thanks to a new dedicated plant become fully operative in 2007, while in China sales growth was driven by the investment to upgrade the production units. In the other segments, Prysmian achieved a significant sales growth in cables for the mining industry (mainly in Australia); we also obtained large orders from the shipbuilding industry, where Prysmian will provide cables for GENESIS, the world’s biggest cruising ship, and from the railway industry, where it will supply Alstom with cables for the world-fastest train. Profitability increased significantly, and adjusted EBIT margin rose to 9.0% from 5.3% of 2006.
Telecom Cables & Systems
Sales to third parties in Telecom Cables & Systems posted an organic growth of 6.3% and reached €535 million. In 2007 Adjusted EBIT increased to €44 million (+22.6%). Adjusted EBIT margin rose from 6.6% in 2006 to 7.9%.
Sales in optical cables were driven by growing demand in Northern Europe, where several emerging players realized important Fibre to the Home (FTTH) projects. Sales trend was also positive across Asia, and in particular in India. These results allowed the Group to limit the negative effects coming from the US demand slowdown.
Among the new technologies and products introduced to the market in 2007, the CasaLight TM optical fibre and the VertiCasa TM cabling system brilliantly satisfied market demand, allaying concerns that the installation of the final metres of fibre in existing buildings could require significant further investment.
Sales rose in the copper cables business too, with good volumes in Turkey, Italy and Romania, as well as in South America, which achieved a solid performance in both the domestic market and in exports to North and Central America.
SALES AND RESULTS BY GEOGRAPHIC AREA
In EMEA (Europe, Middle East and Africa), Prysmian achieved 14.1% organic growth in 2007, and all business segments gave a positive contribution. EMEA accounted for 70.0% of total sales in 2007.
In North America, at constant metals prices and net of the Neptune submarine project that affected 2006, 2007 sales were substantially stable. In the business of optical cables, some large customers reduced the level of investments. North America accounted for 12.0% of total sales in 2007.
In Central and South America, sales recorded an organic growth of 18.5% in 2007, with a significant acceleration during the second half of the year, in particular thanks to the strong demand for cables in the oil industry. Sales in Central and South America represented 9.0% of total 2007 sales.
In Asia and Oceania, the strong demand for industrial and telecommunication cables has been only partially offset by the decrease in demand from utilities companies in Australia. Organic sales growth was 5.6%. The region accounted for 9.0% of total 2007 sales.
Further resolutions by the Board of Directors
Approval of share buy-back plan
The Board of Directors of Prysmian S.p.A. passed a resolution to propose to the next shareholders’ meeting, scheduled for 14 April 2008 on first call and 15 April on second call, the approval of a share buy-back plan. The plan calls for the buy-back of up to 18,000,000 ordinary shares, corresponding to 10% of the current share capital, to be executed in one or more buy-backs. The buy-backs may be executed up to the amount of available reserves as recognised in the last annual report regularly approved. The term of the plan is 18 months effective from the date of the shareholders’ meeting approval.
The objective of the plan is the efficient management of the Company’s capital and to give the possibility to build a stock of own-shares that could be also used in any eventual extraordinary transactions and for any share-based incentive plan reserved to Prysmian Group employees, and in any case for all the reasons allowed by the laws in force.
The share buy-back can take place in the market in compliance with applicable laws and regulations:
(i) at a minimum price 10% lower than the closing price on the previous trading day
(ii) at a maximum price 10% higher than the closing price on the previous trading day
To date, the Company has no treasury shares.
Directors independence
Based on statements made by the Directors, the Board of Directors announces that, as per the Self-Regulatory Code for listed companies, it has carried out the appropriate checks on independence requirements, observing that directors Wesley Clark, Giulio Del Ninno, Francesco Paolo Mattioli, and Udo Günter Werner Stark continue to satisfy these requirements.
Prysmian Cavi e Sistemi Energia S.r.l. patent portfolio demerger
The Board of Directors of Prysmian S.p.A. has approved the plan for the partial demerger of the patent rights of the wholly-owned subsidiary Prysmian Cavi e Sistemi Energia S.r.l. in favour of Prysmian S.p.A. The objective of the demerger is to increase the value of the patent portfolio, concentrating its management in the parent company. Prysmian Cavi e Sistemi Energia S.r.l. is the Prysmian Group company that directly and/or indirectly holds all equity investments in companies operating in the “energy cables & systems” business. Since Prysmian S.p.A. is the sole shareholder in Prysmian Cavi e Sistemi Energia S.r.l., the beneficiary will issue no new shares as a result of the planned split, nor will its share capital undergo any change. As a result, no share exchange ratio is called for. Likewise, no cash compensation is called for. The demerger has no negative consequences for and does not compromise the interests of shareholders, creditors, and third parties. Documentation on the planned demerger will be available at the registered offices of Prysmian S.p.A., pursuant to law. The planned demerger is subject to the approval in April of the relevant boards of the respective companies involved, and the signing of the demerger deed is scheduled within July. The split transaction is not subject to suspension or termination conditions, and no restructuring or reorganisation is planned as a result of the demerger.
The Annual Report as of 31 December 2007 will be filed at the Company's registered offices at Viale Sarca 222, Milan, and with Borsa Italiana S.p.A. in compliance with relevant regulations. It will also be available on the corporate website at www.prysmian. com.
This document may contain forward-looking statements concerning future events and the operating and financial results of Prysmian Group. These statements by nature contain elements of risk and uncertainty which depend on the occurrence of future events and developments. Actual results may vary, even significantly, from those projected as a result of multiple factors.
Mr. Pier Francesco Facchini, manager responsible for preparing the Company's financial reports, hereby declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.
The Board of Directors resolved to call the next Shareholders Meeting on April 14th (first call) or eventually on April 15th (second call).
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