Obligation Amplifone 4.875% ( XS0953207759 ) en EUR

Amplifone

100 % ▼

Italie

XS0953207759 ( en EUR )

4.875% par an ( paiement annuel )

16/07/2018 - Obligation échue

Prospectus brochure de l'obligation Amplifon XS0953207759 en EUR 4.875%, échue

100 000 EUR

275 000 000 EUR

Amplifon est un fabricant et distributeur mondial d'aides auditives proposant des services d'audiologie et de solutions auditives personnalisées.

L'Obligation émise par Amplifone ( Italie ) , en EUR, avec le code ISIN XS0953207759, paye un coupon de 4.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/07/2018

NOT FOR DISTRIBUTION IN THE UNITED STATES

AMPLIFON S.p.A.
(incorporated as a società per azioni under the laws of the Republic of Italy)
275,000,000 4.875 per cent. Guaranteed Notes due 16 July 2018
guaranteed by
AMPLIFON (USA), Inc.
(incorporated as a corporation under the laws of the State of Delaware, USA)
and
NATIONAL HEARING CENTRES PTY. Ltd.
(incorporated with limited liability under the laws of the State of Victoria, Australia)
The issue price of the 275,000,000 4.875 per cent. Guaranteed Notes due 16 July 2018 (the "Notes") of Amplifon S.p.A. (the "Issuer") is
99.459 per cent. of their principal amount. The Notes constitute obbligazioni pursuant to Articles 2410-et seq. of the Italian Civil Code.
The payment of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by each of Amplifon (USA), Inc.
and National Hearing Centres Pty. Ltd. (each, a "Guarantor" and together with any Successor Guarantor or any Additional Guarantor (once
the Notes have been issued) pursuant to the Conditions of the Notes (as defined below), the "Guarantors"). The Notes will bear interest
from and including the Closing Date (as defined below) at the rate of 4.875 per cent. per annum, payable in arrear on 16 July in each year,
commencing on 16 July 2014, all as more fully described in "Terms and Conditions of the Notes Interest". Interest payments to certain
Noteholders may be subject to Italian substitute tax (imposta sostitutiva) as more fully described in "Terms and Conditions of the Notes 
Taxation" and "Taxation Italian Tax Treatment of the Notes".
Unless previously redeemed, repurchased or cancelled, the Notes will be redeemed at one-hundred per cent. (100%) of their principal
amount on 16 July 2018. The Notes may be redeemed in whole, but not in part, at one-hundred per cent. (100%) of their principal amount
plus interest, if any, to the date fixed for redemption at the option of the Issuer in the event of certain changes affecting taxation in the
Republic of Italy, the United States or Australia. See "Terms and Conditions of the NotesRedemption and Purchase". Noteholders will be
entitled, following the occurrence of a Change of Control (as defined in the Terms and Conditions of the Notes (the "Conditions")) to
request the Issuer to redeem such Notes at one-hundred per cent. (100%) of their principal amount together with any accrued and unpaid
interest (if any), all as more fully described in "Terms and Conditions of the Notes Redemption and Purchase Redemption at the Option
of the Holders upon a Change of Control".
Investing in the Notes involves risks. For a discussion of these risks, see "Risk Factors" beginning on page 2.
Application has been made to admit the Notes to the official list of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange")
and for the Notes to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF Market (the "Euro MTF Market").This
Prospectus constitutes a prospectus for the purposes of the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended
(the "Prospectus Act 2005").
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws and are subject to United States tax law requirements. The Notes are being offered only outside the United States
by the Joint Lead Managers (as defined herein) in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, "U.S. persons", except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act. For a description of further restrictions on offers
and sales of the Securities, see "Subscription and Sale".
The Notes will be in bearer form and in the denomination of 100,000 and integral multiples of 1,000 in excess thereof up to and including
199,000 and will initially be in the form of a temporary global note (the "Temporary Global Note"), without interest coupons, which will
be deposited on or around 16 July 2013 (the "Closing Date") with a common safekeeper (the "Common Safekeeper") for Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg" and, together with Euroclear, the
"Clearing Systems"). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the
"Permanent Global Note"), without interest coupons, not earlier than forty (40) days after the Closing Date upon certification as to non-
U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification. The Temporary Global
Note and the Permanent Global Note, each a "Global Note", will be issued in new global note ("NGN") form. Ownership of the beneficial
interests in the Notes will be shown on, and transfers thereof will be effected through, records maintained in book-entry form by the
Clearing Systems and their respective participants. The Permanent Global Note will be exchangeable in certain limited circumstances in
whole, but not in part, for Notes in definitive form in the denomination of 100,000 and integral multiples of 1,000 in excess thereof up to
and including 199,000 with interest coupons attached. See "Summary of Provisions Relating to the Notes in Global Form".
Joint Lead Managers
Banca IMI
BNP PARIBAS
Deutsche Bank
UniCredit Bank
The date of this Prospectus is 12 July 2013.

The Issuer and the Guarantors have confirmed that this Prospectus contains all information regarding
the Issuer, the Guarantors and their respective subsidiaries (together with the Issuer and the
Guarantors, the "Group") and the Notes which is (in the context of the issue of the Notes and the
giving of the Guarantees (as defined herein)) material; such information is true and accurate in all
material respects and is not misleading in any material respect; any opinions, predictions or intentions
expressed in this Prospectus on the part of the Issuer or the Guarantors are honestly held or made and
are not misleading in any material respect; this Prospectus does not omit to state any material fact
necessary to make such information, opinions, predictions or intentions (in such context) not
misleading in any material respect. The Issuer and the Guarantors accept responsibility for the
information contained in this Prospectus and declare that, having taken all reasonable care to ensure
that such is the case, the information contained in this Prospectus to the best of their knowledge is in
accordance with the facts and contains no omission likely to affect its import.
None of the Issuer or the Guarantors has authorised the making or provision of any representation or
information regarding the Issuer, the Guarantors, the Notes or the Guarantees other than as contained
in this Prospectus or as approved for such purpose by the Issuer and the Guarantors. Any such
representation or information should not be relied upon as having been authorised by the Issuer, the
Guarantors, the Trustee (as defined herein) or the Joint Lead Managers.
Neither the Issuer, the Guarantors nor the Joint Lead Managers have authorised, nor do they authorise,
the making of any offer of the Notes through any financial intermediary, other than offers made by the
Joint Lead Managers which constitute the final placement of the Notes contemplated in this
Prospectus.
This Prospectus has not been submitted to the clearance procedure of CONSOB and may not be used
in connection with the offering of the Notes in the Republic of Italy, its territories and possessions and
any areas subject to its jurisdictions other than in accordance with applicable Italian securities laws
and regulations, as more fully set out under "Subscription and Sale".
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are
required by the Issuer, the Guarantors and the Joint Lead Managers to inform themselves about and to
observe any such restrictions. This Prospectus may only be used for the purposes for which it has
been published. For a description of certain restrictions on offers, sales and deliveries of the Notes
and on distribution of this Prospectus and other offering material relating to the Notes, see
"Subscription and Sale".
In particular, the Notes have not been and will not be registered under the Securities Act and are
subject to United States tax law requirements. Subject to certain exceptions, the Notes may not be
offered, sold or delivered in the United States or to U.S. persons. The Notes are subject to restrictions
on transferability and resale and may not be transferred or resold in the United States or to
U.S. persons except as permitted under applicable U.S. federal and state securities laws pursuant to a
registration statement or an exemption from registration.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer, the
Guarantors or the Group since the date of this Prospectus.
None of the Joint Lead Managers or the Trustee makes any representation or warranty, expressed or
implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the
information in this Prospectus. This Prospectus is not intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by the Issuer, the Guarantors, any
of the Joint Lead Managers or the Trustee that any recipient of this Prospectus should purchase the
Notes. In making an investment decision, prospective investors must rely on their own examination
of the Issuer's and the Guarantors' businesses and the terms of the offering. Prospective investors

(ii)

should not consider any information contained in this Prospectus to be investment, legal, business or
tax advice. Each prospective investor should consult its own counsel, business advisor, accountant,
tax advisor and other advisors for legal, financial, business, tax and related advice regarding an
investment in the Notes.
Prospective investors should understand that they may have to bear the financial risks of their
investment for an indefinite period of time.
The information set out in the sections of this Prospectus describing clearing arrangements is subject
to any change or reinterpretation of the rules, regulations and procedures of Euroclear and
Clearstream, Luxembourg, in each case as currently in effect. The information in such sections
concerning the Clearing Systems has been obtained from sources that the Issuer and the Guarantors
believe to be reliable, but the Issuer and the Guarantors take no responsibility for the accuracy of such
information. If prospective investors wish to use the facilities of any of the Clearing Systems, they
should confirm the continued applicability of the rules, regulations and procedures of the relevant
Clearing System. The Issuer and the Guarantors will not be responsible or liable for any aspect of the
records relating to, or payments made on account of, book-entry interests held through the facilities of
any Clearing System or for maintaining, supervising or reviewing any records relating to such book-
entry interests.
The language of this Prospectus is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to
them under applicable law.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown
as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
______________________
STABILISATION
In connection with the issue of the Notes, BNP PARIBAS (the "Stabilising Manager") (or any
person acting for the Stabilising Manager) may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail in the open market. However, there can be no assurance that the Stabilising
Manager (or any person acting on its behalf) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the Notes is made and, if begun, may be discontinued at any time, but must
end no later than the earlier of thirty (30) days after the issue date of the Notes or sixty (60) days
after the date of allotment of the Notes. Such stabilising shall be in compliance with all
applicable laws, regulations and rules.
___________________________
MARKET SHARE INFORMATION AND STATISTICS
This Prospectus contains information and statistics which are derived from, or are based upon, the
Issuer's analysis of data obtained from the sources indicated in the section "Description of the Issuer"
below. To the extent that such source is not indicated, such data derives from the Issuer's internal
market data. Such information has been reproduced accurately in this Prospectus and, as far as the
Issuer and the Guarantors are aware, no facts have been omitted which would render such reproduced
information inaccurate or misleading.
___________________________

(iii)

NON-IFRS FINANCIAL MEASURES
This Prospectus contains certain non-IFRS financial measures including EBITDA, EBITA and EBIT.
EBITDA is the operating result before charging amortisation, depreciation and impairment of tangible
fixed assets, intangible fixed assets and goodwill. EBITA is the operating result before amortisation
and impairment of customer lists, trademarks, non- competition agreements and goodwill arising from
business combinations. EBIT is the operating result before financial income and charges and taxes.
It should be noted that EBITDA, EBITA and EBIT are not recognised as measures of performance or
liquidity under IFRS and should not be recognised as alternatives to operating income or net profit or
any other performance measures derived in accordance with IFRS or any other generally accepted
accounting principles. EBITDA, EBITA and EBIT are used by management to monitor the
underlying performance of the business and operations. EBITDA, EBITA and EBIT are not
indicative of the Group's historical operating results, nor are meant to be predictive of future results.
Since all companies do not calculate these measures in an identical manner, the Group's presentation
may not be consistent with similar measures used by other companies. Therefore, undue reliance
should not be placed on these data.
___________________________
RECLASSIFICATION
This Prospectus contains certain financial figures which were subject to reclassification including the
Reclassified Consolidated Balance Sheet, Reclassified Consolidated Income Statement and
Reclassified Consolidated Cash Flow Statement.
The Reclassified Consolidated Balance Sheet aggregates assets and liabilities according to operating
functionality criteria, subdivided by convention into the following three key functions: (i)
investments; (ii) operations and (iii) finance.
The Reclassified Consolidated Income Statement aggregates the financial income, charges and value
adjustments to financial assets into the three key categories of (i) income, expenses, valuation and
adjustments of financial assets; (ii) net financial expenses; and (iii) exchange differences and non
hedge accounting instruments.
The Reclassified Consolidated Cash Flow Statement shows the change in net debt between the
beginning and the end of the relevant period.
Reference should be made to the notes to the relevant financial statements for further details.
___________________________
CERTAIN DEFINED TERMS
References to the "Issuer" are to Amplifon S.p.A.; references to the "Group" are to the Issuer and its
Subsidiaries (including the Guarantors) taken as a whole; references to the "Guarantors" are to
Amplifon (USA), Inc. and National Hearing Centres Pty. Ltd.; and "Subsidiaries" has the meaning
given to it in "Terms and Conditions of the Notes".
References to the "Joint Lead Managers" are to Banca IMI S.p.A., BNP PARIBAS, Deutsche Bank
AG, London Branch and UniCredit Bank AG.
References to the "Trust Deed" are to the trust deed constituting the Notes dated on or about the
Closing Date (as defined herein) between the Issuer, the Guarantors and Citicorp Trustee Company
Limited in its capacity as trustee, and references to the "Trustee" are to Citicorp Trustee Company
Limited.

(iv)

References to "" or "Euro" are to the single currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the Treaty on the functioning of the European
Union, as amended, references to "U.S.$" and "U.S. dollars" are to the lawful currency of the United
States and references to "A$" or "AUD" are to the lawful currency of Australia.
Except where indicated, references to "IFRS" in this Prospectus are to International Financial
Reporting Standards as adopted by the European Commission for use by companies listed on markets
in the European Union.
___________________________

(v)

TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS .............................................................................................. 1
RISK FACTORS .................................................................................................................................... 2
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 15
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 17
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ....................... 35
USE OF PROCEEDS ........................................................................................................................... 38
OVERVIEW CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE GROUP .... 39
OVERVIEW FINANCIAL INFORMATION RELATING TO THE GUARANTORS ...................... 53
DESCRIPTION OF THE ISSUER ....................................................................................................... 64
DESCRIPTION OF THE GUARANTORS ......................................................................................... 85
TAXATION .......................................................................................................................................... 87
SUBSCRIPTION AND SALE ............................................................................................................. 96
GENERAL INFORMATION ............................................................................................................. 100

(vi)

FORWARD-LOOKING STATEMENTS
This Prospectus contains certain statements that are, or may be deemed to be, forward-looking,
including statements with respect to the Issuer's and the Group's business strategies, expansion of
operations, trends in their business and their competitive advantage, information on technological and
regulatory changes and information on exchange rate risk and generally includes all statements
preceded by, followed by or that include the words "believe", "expect", "project", "anticipate",
"seek", "estimate" "aim", "intend", "plan", "continue" or similar expressions. By their nature,
forward-looking statements involve known and unknown risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the future. Such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and actual
results may differ materially from those in the forward-looking statements as a result of various
factors. Potential investors are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date hereof.
Any forward-looking statements are only made as of the date of this Prospectus, and the Issuer and
the Guarantors do not intend, and do not assume any obligation, to update forward-looking statements
set forth in this Prospectus. Many factors may cause the Issuer's, the Guarantors' or the Group's
results of operations, financial condition, liquidity and the development of the industries in which they
compete to differ materially from those expressed or implied by the forward-looking statements
contained in this Prospectus.
The risks described under "Risk Factors" in this Prospectus are not exhaustive. Other sections of this
Prospectus describe additional factors that could adversely affect the Issuer's, the Guarantors' and the
Group's results of operations, financial condition, liquidity and the development of the industries in
which they operate. New risks can emerge from time to time, and it is not possible for the Issuer or
the Guarantors to predict all such risks, nor can the Issuer or the Guarantors assess the impact of all
such risks on their business or the extent to which any risks, or combination of risks and other factors,
may cause actual results to differ materially from those contained in any forward-looking statements.
Given these risks and uncertainties, investors should not rely on forward looking statements as a
prediction of actual results.

1

RISK FACTORS
Each of the Issuer and the Guarantors believes that the following factors may affect its ability to fulfil
its obligations under the Notes or the Guarantees. Most of these factors are contingencies which may
or may not occur and neither the Issuer nor the Guarantors are in a position to express a view on the
likelihood of any such contingency occurring. In addition, factors which are material for the purpose
of assessing the market risks associated with the Notes are also described below.
Each of the Issuer and the Guarantors believes that the factors described below represent the
principal risks inherent in investing in the Notes but the inability of the Issuer or the Guarantors to
pay interest, principal or other amounts on or in connection with the Notes may occur for other
reasons which may not be considered significant risks by the Issuer and the Guarantors based on
information currently available to them or which them may not currently be able to anticipate.
In addition, the sequence in which the risk factors are presented below is not indicative of their
likelihood of occurrence or the scope of the consequences on the business, financial condition or
results of operations of the Issuer or the Guarantors.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus
and reach their own views prior to making any investment decision.
Words and expressions defined in "Terms and Conditions of the Notes" or elsewhere in this
Prospectus have the same meaning in this section. References to a "Condition" is to such numbered
condition in the Terms and Conditions of the Notes. Prospective investors should read the whole
Prospectus.
Factors that may affect the ability of the Issuer and/or the Guarantors to fulfil their obligations
under the Notes and/or the Guarantees
The Group's future operating results and financial condition may be affected by various factors,
including those set forth below.
Please note that the following risk factors affect both the Issuer and the Guarantors, as they form part
of the same Group and operate in the same business and industry.
Risks relating to economic and trading conditions
The Group operates in the retail, wholesale and service segment of the global hearing aid market.
This business is dependent on general market conditions. Therefore, global economic conditions and
conditions specific to Italy and other major European countries, where a significant amount of the
Group's revenues are generated, could substantially affect its sales and profitability. Global economic
activity has undergone a sharp economic downturn since 2007. In this context, global credit and
capital markets have experienced unprecedented volatility and disruption and business credit and
liquidity have tightened in much of the world. Consumer credit has also contracted in a number of
major European markets, including Italy, and global unemployment rates have increased significantly.
A continued economic slowdown, stress in the financial condition of the public sector, recession or
loss of consumer demand could result in a decline in sales and also entail a shift to low-price products
with lower margins in the territories in which the Group carries on its business and is likely to have a
material adverse effect on its financial condition and results of operations.
Risks relating to changes in laws and regulations applicable to the Group
The Group operates in the medical sector which is subject to a wide variety of laws and regulations
administered by national, regional and supranational government bodies. In particular, these laws
govern: (i) reimbursements by the national health services or by private health insurance services for
the purchase of hearing aids; and (ii) the supply of hearing aids to the public and, more specifically,
the training and qualifications required to practise the profession of hearing aid fitting specialist.
Accordingly, the business of the Group may be affected by changes in any such laws and regulations

2

and, in particular, by changes to the conditions for reimbursement, the way in which coverage is
calculated, the ability to access national health insurance coverage, or the role of the ear-nose-and-
throat specialists. Such laws and regulations may change (as has recently occurred in the State of
California, Switzerland, New Zealand, The Netherlands and Germany), possibly with short notice, as
a result of political, economic or social events. Changes in laws, regulations or governmental policies
and the related interpretations may alter the environment in which the Group carries on its business
and, accordingly, may have an adverse effect on its financial condition and results of operations or
increase its costs or liabilities.
Risks relating to competition and price pressure
The global distribution of hearing aids is highly fragmented and may be affected at particular
moments in the economic cycle by price competition designed to capture market share. Price
pressures reduce profit margins and may even result in market operators making significant losses.
The Group's main competitors, such as Siemens AG, GN ReSound, Sonova, William Demant, Audika
S.A., HAL Holding NV, Kind, GAES and Speacsavers, are well-established operators in the hearing
aid market and may prove to have greater resources in a given business area. In addition, the Group
may be threatened by increased competition brought by new players entering into the market. In
particular, a potential threat to the Group's profitability may be represented by the entry into the
market by optician chains, which may use their existing stores as distribution channels, or by hearing
aid producers which may realise higher margins through the pursuit of vertical integration or by e-
commerce or on line players. The risk that new players may enter the market could also be facilitated
if, as a consequence of regulatory changes, the qualifications required for store personnel to sell
hearing aids becomes less stringent (as has recently occurred in some countries) or professions like
audiologist/hearing aid specialists becomes more accessible. A decline in market share and/or
reduced profit markets could have a material adverse effect on the Group's financial condition and
results of operations.
Dependence on a limited number of suppliers
The Group operates in a market characterised by the presence of a limited number of hearing aid
suppliers, the main suppliers being Siemens AG, GN ReSound, Sonova, William Demant, Starkey and
Widex. In 2012, purchases from the six main suppliers accounted for almost 95 per cent. of the
Group's purchases. The Group has currently in place master agreements for the supply of products
with each of the above suppliers. If supplies from any of the Group's suppliers were to be interrupted
or reduced in scale, the Issuer believes that it would be able to obtain products from alternative
suppliers. However, this might not be achieved or, at least, might not be achieved under favourable
terms and conditions with the volumes required. The interruption of services, also temporary, of one
of the main suppliers, a failure to obtain products from alternative suppliers, or obtaining products on
less favourable terms, could have a material adverse effect on the Group's financial condition and
results of operations.
Exposure to retail chains and third party distributors
In a number of markets, particularly in the U.S., the Group relies upon third parties to distribute its
devices. The use of third parties distributors and franchisees entails risks, including the risk of
termination of contractual relations with such third parties. This risk is particularly concentrated in
the United States where the Group's business model is based on commercial partners (Sears,
franchisees and other indirect channels), as the economic performance and financial solidity of the
latter must be monitored carefully in order to be able to react quickly if necessary (including by
repositioning stores). In addition, in Italy, the majority of points of sale (397 out of 469, as at 31
December 2012) are run by agents who work exclusively with the Issuer and have acquired extensive
information on the customers residing in their area of operation. A disruption or termination of the
Group's current arrangements with these third parties could have a material adverse effect on the
Group's financial condition and results of operations. In addition, the loss of market share or any

3

financial difficulties of these third parties, including insolvency, could have a material adverse effect
on the Group's financial condition and results of operations.
Risks related to medical or technological developments
If medical research were to lead to the discovery of a cure for the various forms of hearing loss as an
alternative to the hearing aid (e.g. by surgical techniques or the use of pharmaceuticals), the Group's
profitability could suffer through a reduction in sales. In addition, technological changes affecting the
development of the self-fitting hearing aid would entail a reduction of the importance of
personalisation which is a distinctive feature the Group is offering. The discovery of a cure for the
various forms of hearing loss or the development of the self-fitting hearing aid could result in a
decreased use of the Group's devices and, accordingly, may have an adverse effect on the Group's
financial condition and results of operations.
If the Group is not able to coordinate its relationships with the medical profession, this may
adversely affect its business
Doctors have an important influence on customers' buying choices. The Group consider its
relationship with the medical profession of primary importance, though in different ways, both in
countries where a prescription is obligatory (such as Italy, France, Germany, Belgium, Switzerland
and Hungary), and in those where it is not, since there is a strong bond between patients and their
doctor. The Group has, therefore, created a position in the corporate centre to coordinate relationships
with the medical profession internationally, with the aim of divulging information and providing
professional and scientific support. The inability of the Group to preserve and coordinate its
relationships with the medical profession, in the future, may make it difficult for the Group to manage
its business and could adversely affect its financial condition and results of operations.
The Group's inability to preserve relationships with its customers may adversely affect its business
The Group's business consists in providing high quality services to customers in terms of both
technical performance and personal relationship. Accordingly, the Group's profitability is highly
dependent on the level of customer satisfaction, which in turn can be affected by a variety of factors,
including, negative perception or negative and/or inaccurate publicity concerning the quality of the
services provided by the Group. The inability of the Group to preserve relationships with its
customers and to maintain a high level of customer satisfaction, in the future, may make it difficult for
the Group to manage its business and could adversely affect its financial condition and results of
operations.
If the Group is not able to attract and retain qualified personnel, this may adversely affect its
business
The hearing aid fitting service supplied by the Group requires the use of specialist staff. Accordingly,
the Group's success depends in part on the efforts and abilities to continue to attract, motivate and
retain highly skilled and qualified personnel which are limited in number (including, in particular,
qualified audiologists). The loss or retirement of key personnel, or an inability to identify, attract and
retain qualified personnel, in the future, may make it difficult for the Group to manage its business
and could adversely affect its financial condition and results of operations.
Risks related to negative impact on the reputation of, and value associated with, the Group's brands
The brand names represent an important asset of the Group's business. Maintaining the reputation
and value associated with the Group's brands is central to the success of the business and there can be
no assurance that the Group will be able to accomplish this objective. The Group relies on marketing
to strengthen its brand names; however, marketing initiatives may prove to be ineffective. Significant
negative publicity or widespread product recalls or other negative events could cause damage to the
Group's brand names. Substantial erosion in the reputation or value associated with the Group's brand

4