Obligation Prismian 2.5% ( XS1214547777 ) en EUR

Prismian

100 % ▼

Italie

XS1214547777 ( en EUR )

2.5% par an ( paiement annuel )

11/04/2022 - Obligation échue

Prospectus brochure de l'obligation Prysmian XS1214547777 en EUR 2.5%, échue

100 000 EUR

750 000 000 EUR

Prysmian est un leader mondial dans le secteur des systèmes de câbles et de technologies pour l?énergie et les télécommunications.

L'Obligation émise par Prismian ( Italie ) , en EUR, avec le code ISIN XS1214547777, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/04/2022

PRYSMIAN S.p.A.
(incorporated with limited liability in the Republic of Italy)
750,000,000 2.500 per cent. Notes due 11 April 2022
Issue price: 99.002 per cent.
The 750,000,000 2.500 per cent. Notes due 11 April 2022 (the Notes) are issued by Prysmian S.p.A.
(the Issuer).
The Notes will bear interest from and including the Issue Date (as defined below) at the rate of 2.500
per cent. per annum, payable annually in arrears on 11 April of each year, commencing on 11 April
2016, all as more fully described in "Conditions of the Notes--Interest". Interest payments to certain
Noteholders may be subject to Italian substitute tax (imposta sostitutiva) as more fully described in
"Conditions of the Notes--Taxation" and "Taxation--Taxation in Italy - Tax treatment of the Notes".
Unless previously redeemed, repurchased or cancelled, the Notes will be redeemed at 100 per cent. of
their principal amount on 11 April 2022. The Issuer may, at its option, redeem all, but not some only,
of the Notes at any time at par plus accrued interest, in the event of certain tax changes as described
under "Conditions of the Notes - Redemption and Purchase".
Noteholders may require the Issuer to redeem their Notes upon the occurrence of a Change of Control
as described in "Conditions of the Notes Redemption at the Option of the Holders upon a Change of
Control". If 90 per cent. or more in aggregate principal amount of Notes is redeemed as a result of the
occurrence of such event, then the Issuer may redeem all the remaining Notes (see Condition 6.3).
The Notes mature on 11 April 2022.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its
capacity as competent authority under the Luxembourg Act dated 10 July 2005, as amended (the
Luxembourg Act) on prospectuses for securities to approve this document as a prospectus and to the
Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg
Stock Exchange and admission to trading on the Luxembourg Stock Exchange's regulated market. By
approving this Prospectus, the CSSF assumes no responsibility for the economic and financial
soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer
in accordance with Article 7(7) of the Luxembourg Act.
References in this Prospectus to Notes being listed (and all related references) shall mean that such
Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have
been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the
Markets in Financial Instruments Directive).
The Notes will initially be represented by a temporary global note (the Temporary Global Note),
without interest coupons, which will be deposited on or about 9 April 2015 (the Issue Date) with a
common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société
anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable
for interests in a permanent global note (the Permanent Global Note and, together with the

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Temporary Global Note, the Global Notes), without interest coupons, on or after 19 May 2015 (the
Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent
Global Note will be exchangeable for definitive Notes only in certain limited circumstances see
"Overview of Provisions relating to the Notes while represented by the Global Notes".
An investment in Notes involves certain risks. Prospective investors should have regard to the
factors described under the heading "Risk Factors" on page 7.
Joint Lead Managers and Bookrunners

Banca
Banca IMI
Citigroup
Crédit
ING
UniCredit
Akros
Agricole CIB
Bank
Gruppo
Bipiemme
Banca
Popolare di
Milano
The date of this Prospectus is 8 April 2015

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This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as
amended (which includes the amendments made by Directive 2010/73/EU) (the Prospectus
Directive) and for the purposes of the Luxembourg Act.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Issuer, having made all reasonable enquiries, confirms that this Prospectus contains all
information which, according to the particular nature of the Issuer and of the Notes, is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial position,
profits and losses and prospects of the Issuer and of the rights attaching to the Notes, that the
information contained or incorporated in this Prospectus is true, accurate and not misleading in all
material respects, that the opinions and intentions expressed in this Prospectus are honestly held and
that there are no other facts the omission of which would make this Prospectus or any of such
information or the expression of any such opinions or intentions misleading in any material respect.
The Issuer accepts responsibility accordingly.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Prospectus should be read
and construed on the basis that such documents are incorporated and form part of the Prospectus.
None of the Joint Lead Managers (as described under "Subscription and Sale", below) have
independently verified the information contained herein. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint
Lead Managers as to the accuracy or completeness of the information contained or incorporated in
this Prospectus or any other information provided by the Issuer in connection with the offering of the
Notes. No Joint Lead Manager accepts any liability in relation to the information contained or
incorporated by reference in this Prospectus or any other information provided by the Issuer in
connection with the offering of the Notes or their distribution.
No person is or has been authorised by the Issuer or any of the Joint Lead Managers to give any
information or to make any representation not contained in or not consistent with this Prospectus or
any other information supplied in connection with the offering of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or
any of the Joint Lead Managers.
Neither this Prospectus nor any other information supplied in connection with the offering of the
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered
as a recommendation by the Issuer or any of the Joint Lead Managers that any recipient of this
Prospectus or any other information supplied in connection with the offering of the Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in
connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the
Issuer or any of the Joint Lead Managers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the offering of

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the Notes is correct as of any time subsequent to the date indicated in the document containing the
same. The Joint Lead Managers expressly do not undertake to review the financial condition or affairs
of the Issuer during the life of the Notes or to advise any investor in the Notes of any information
coming to their attention. The Notes have not been and will not be registered under the United States
Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements.
Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States
or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes
and on distribution of this document, see "Subscription and Sale" below.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law
in certain jurisdictions. The Issuer and the Joint Lead Managers do not represent that this Prospectus
may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or the Joint Lead Managers which is intended to
permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance
with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes
may come must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of
this Prospectus and the offer or sale of Notes in the United States and the European Economic Area
(including the United Kingdom and Italy), see "Subscription and Sale".
IN CONNECTION WITH THE ISSUE OF THE NOTES, ING BANK N.V. AS
STABILISATION MANAGER (THE STABILISATION MANAGER) (OR PERSONS
ACTING ON BEHALF OF THE STABILISATION 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. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILISATION MANAGER (OR PERSONS ACTING ON BEHALF OF THE
STABILISATION MANAGER) 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 ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60
DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISATION
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISATION MANAGER)
IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
All references in this document to euro and refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.
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

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as totals in certain tables, including percentages, may not be an arithmetic aggregation of the figures
which precede them.

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CONTENTS
Page
Risk Factors ............................................................................................................................................ 7
Documents Incorporated by Reference ................................................................................................. 17
Conditions of the Notes ........................................................................................................................ 18
Overview of Provisions relating to the Notes while represented by the Global Notes ......................... 32
Use of Proceeds..................................................................................................................................... 35
Description of the Group ...................................................................................................................... 36
Description of the Issuer ....................................................................................................................... 61
Taxation ................................................................................................................................................ 80
Subscription and Sale ............................................................................................................................ 88
General Information .............................................................................................................................. 91

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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Notes. All of these factors are contingencies which may or may not occur and the Issuer is not 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 described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing
in the Notes, but the inability of the Issuer 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 based on information currently available to them or which they may not currently be
able to anticipate. 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 "Conditions of the Notes" shall have the same meanings in these
risk factors.
Factors that may affect the ability of the Issuer to fulfil its obligations under the Notes
The Group faces competition and pricing pressures in certain of its leading businesses
Certain of the Group's products, principally in the Trade & Installers and Power Distribution business
lines, are produced in accordance with specific industrial standards and so are essentially
interchangeable with similar products made by the Group's major competitors. In such cases, pricing
is a decisive factor in the competitiveness of products. A combination of factors, such as possible
contractions in demand and the entry into mature markets of new competitors (mostly small to
medium manufacturing companies that have low production costs and need to exhaust production
capacity), translate into strong competitive pressure on prices, with potential consequences for the
Group's expected margins.
Furthermore, although the existence of certain barriers to entry (such as those linked to difficult to
replicate ownership of technology, know-how and track record) may limit the number of operators
able to compete effectively on a global scale in high value-added segments (such as high voltage
underground cables, optical cables, and, to a much lesser extent, submarine cables), the Group cannot
exclude either the entry into these market segments of new competitors or an intensification in the
competition from operators already on the market, with potential consequences for the Group's
expected sales volumes and sales prices.
The Group may not be able either to reduce its costs in a manner sufficient to offset reduced demand
and increased pricing pressure or to effectively limit the greater competition from both new operators
and/or existing operators, which could have a material adverse effect on its financial condition and
results of operations.
Market conditions directly affect demand for products
Factors such as changes in GDP and interest rates, credit availability, costs of raw materials, and
overall levels of energy consumption significantly affect the energy demand of countries and, in turn,
coupled with continuing economic difficulties, reduce their levels of investment. Similarly,
government incentives for developing alternative energy sources are also reduced. The Prysmian
Group's submarine cable business (and to a lesser extent its high voltage cable business) is affected by
the contraction of demand in the European market, on which it is focused, due to the ongoing local
economic downturn. While the Prysmian Group is pursuing a policy of geographical diversification

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towards non-European countries (e.g. Vietnam, Philippines, etc.) and rationalising its production
structure globally in order to reduce costs, declining demand and challenging macroeconomic
conditions in Europe could have a material adverse effect on the financial condition and results of
operations of the Prysmian Group.
The Group faces risks from its dependence on key customers in its SURF business
In its SURF (subsea umbilical, riser and flowline cables) business, the Prysmian Group faces risks
from its dependence on its relationship with Petrobras, a Brazilian oil company, for the supply of
umbilical cables and flexible pipes, which are developed and manufactured at a factory in Vila Velha,
Brazil. A decline in demand for umbilical cables and/or a change in technological demand for flexible
pipes by Petrobras could in the short to medium term have an impact on the sustainability of the
Group's business in Brazil.
Disruption in emerging markets where the Group operates could affect its business
The Prysmian Group operates and has production facilities and/or companies in Asia, Latin America,
the Middle East and Eastern Europe. The Group's activities in these regions are exposed to different
risks, linked to local regulatory and legal systems, the imposition of tariffs or taxes, political and
economic instability, and exchange rate fluctuations. Significant changes in the macroeconomic,
political, tax or legislative environment could have an adverse impact on the Group's business, results
of operations and financial condition.
The Group faces risks associated with sources of financing
As at 31 December 2014, the Prysmian Group's total financial resources, comprising cash and cash
equivalents and undrawn committed credit lines, exceeded Euro 1,000 million.
In particular, as of the date hereof, the Group's main sources of financing are the following: (i) a five-
year revolving credit facility for Euro 1,000 million from a syndicate of leading banks (entered into by
the Issuer in June 2014), (ii) a five-year revolving facility for Euro 100 million from Mediobanca
Banca di Credito Finanziario S.p.A. (entered into by the Issuer in February 2014), (iii) a seven-year
loan for Euro 100 million from the European Investment Bank (EIB) (entered into by the Issuer in
December 2013), (iv) a five-year long-term loan agreement for Euro 800 million with a syndicate of
leading banks (entered into by the Issuer in March 2011), (vi) a five-year unrated Eurobond for Euro
400 million placed with qualified investors (issued by the Issuer in April 2010), and (vii) a five-year
convertible bond for Euro 300 million placed with qualified investors (issued by the Issuer in March
2013).
The contractual documentation relating to the above sources of financing contains a series of financial
and non-financial covenants, including ratios of earnings to debt, with which the Prysmian Group
must comply and which could restrict the Group's ability to increase its net debt.
Furthermore, although the above restrictions are subject to materiality exceptions and qualifications,
breach of any of the covenants could result in an event of default under the relevant contractual
documentation. If repayment of the indebtedness were to be accelerated (and therefore fall due
immediately), the Prysmian Group can offer no assurances that its assets would be sufficient to repay
such indebtedness in full.
Results of the Group's operations may be affected by exchange rate fluctuations
The Prysmian Group operates internationally and is therefore exposed to exchange rate risk in respect
of the various currencies in which it operates (principally the United States Dollar, British Pound,
Brazilian Real, Turkish Lira and Chinese Renminbi). To manage exchange rate risk arising from

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future trade transactions and from the recognition of foreign currency assets and liabilities, most
Prysmian Group companies use forward contracts arranged by Group Treasury, which manages the
various positions in each currency. However, since the Group prepares its consolidated financial
statements in Euro, there is a risk that fluctuations in the exchange rates used to translate the financial
statements of subsidiaries, which were originally calculated in a foreign currency, could adversely
affect the Group's results of operations and financial condition.
The Group faces interest rate risk
Changes in interest rates affect both the market value of the Prysmian Group's financial assets and
liabilities and its net finance costs. The interest rate risk to which the Group is exposed relates mainly
to long-term financial liabilities, which bear both fixed and variable rates. Fixed rate debt exposes the
Group to fair value risk, while variable rate debt exposes it to rate volatility risk (cash flow risk). The
Group uses interest rate swaps (IRS) to hedge this risk, transforming variable rates into fixed ones and
reducing rate volatility risk. Under the IRS contracts, the Group agrees with the other parties to swap
on specific dates the difference between the contracted fixed rates and the variable rate calculated on
the loan's notional value. The protection offered by IRS contracts is limited in amount and in time
and, as a result, fluctuations in interest rates, including a potential rise in rates from the record lows
reached in recent years, may have a material negative impact on the Group's financial condition and
results of operations.
The Group faces potential credit risk
The Prysmian Group faces risk from exposure to potential losses arising from the failure of trade or
financial counterparties to discharge their obligations. The Group has procedures for ensuring that its
trade counterparties are of recognised reliability and that its financial counterparties have high credit
ratings. In addition, the Group has a global trade credit insurance policy covering all its operating
units. While the Prysmian Group does not have significant concentrations of credit risk, were a
significant counterparty to default such risk could negatively affect the Group's financial condition
and results of operations.
The Group is subject to seasonal liquidity risk
The Prysmian Group's working capital needs generally increase during the first half of each year as
relevant Group companies build up their product inventory in response to and in anticipation of
customer orders that have historically been concentrated in the first half of each year, whereas they
tend to decrease during the fourth quarter of each year. The increase in working capital needs in the
first half of each year typically leads to temporary increases in its net financial position (i.e. higher
indebtedness) during this period. The Group seeks to manage its working capital requirements by
maintaining an adequate level of liquid assets, short term investments and committed credit lines but
there can be no assurance that such measures will be sufficient to manage liquidity risk.
The Group is exposed to fluctuations in commodity prices
The main commodities purchased by the Prysmian Group are copper and aluminium accounting, as of
31 December 2014, for more than 50% of the Group's total raw materials used to manufacture its
products. The Group manages the impact of possible rises in the price of copper and its other principal
raw materials through hedging activities and automatic sales price adjustment mechanisms. However,
even if hedging is used, where there are significant fluctuations in commodity prices this can have a
considerable impact on the Group's margins and working capital.

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In addition, there is also a risk that if the oil price were to stabilise at current levels this could make
the extraction market less appealing, which in turn could adversely affect revenues from the SURF
and Oil & Gas businesses.
Many of the Group's products expose it to product liability risks
Many of the Prysmian Group's products expose it to product liability risks or allegations that such
products could cause harm to persons and property, with potential civil and criminal liabilities to
clients and third parties in the countries where the Group operates. The Group's current policy is to
maintain product liability insurance at a level that it believes is consistent with current industry
practice. However, there is no guarantee that current insurance coverage is sufficient to meet claims
that may be filed against the Group, or that the Group will be able to obtain or maintain insurance on
acceptable terms or at appropriate levels in the future. A successful product liability claim against a
Group company could have a material adverse effect on the Group's business, financial condition and
results of operations. Moreover, a judgment against a Group company in such a liability claim could
result in a loss of reputation and marketability for the Group.
The Group may be subject to claims under certain of its contracts with customers
Some of the Group's contracts with customers for the production and/or installation of products
contain penalty clauses that are triggered in the event the relevant Group company is unable to meet
agreed delivery times or quality commitments. Projects relating to submarine or underground
connections with high/medium voltage cables are especially likely to feature contractual forms that
entail "turnkey" project management. Any such penalty payments, compensation for damages and the
impact that delays have on final delivery could adversely affect the Group's financial condition and
results of operations. In addition, possible damage to market reputation cannot be ruled out.
In particular, due to technical problems encountered by the Group in its manufacture and supply of
cables for the Western HVDC Link project in the United Kingdom, the Group experienced an overall
negative impact of Euro 94 million during 2014.
If further technical problems on the Western HVDC Link project are encountered in the future this
would have a material adverse effect on the Group's financial condition and results of operations.
The Group is exposed to business interruption risk in its submarine cables business through
dependence on key assets
The Prysmian Group's submarine cables business is heavily dependent on certain key assets, such as
the Arco Felice plant in Italy (for the production of a particular type of cable) and the "Giulio Verne"
and the "Cable Enterprise" (its cable-laying ships, some of whose technical capabilities are hard to
find on the market). Any material unanticipated or prolonged interruption of operations of such assets
would have a material adverse effect on the Group's financial condition and results of operations.
The Group's production activities expose it to environmental risks
As at 31 December 2014, the Prysmian Group's production activities were conducted across more
than 89 plants in Italy and abroad and adhere to specific environmental regulations, in particular those
relating to soil and subsoil, and the presence/use of hazardous materials and substances.
An accident at one of the Group's plants could have an impact both on the environment and on the
relevant plant's continuity of production, which could also expose the Group to severe economic and
reputational consequences and have a material adverse effect on the Group's results of operations and
financial condition.

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