2012 Annual Report - Italcementi Group

Bond loans
f) The Italcementi Group covers its financial requirements through recourse to diversified instruments. It
covers its long-term financing requirements largely through bond issues. Specifically, Italcementi S.p.A. has
launched a Euro Medium Term Notes program (EMTN) for qualified investors on the European market, for a
maximum amount of 2 billion euro. This replaces the program previously in operation at Ciments Français
S.A..
The launch of the program, on March 9, 2010, is part of a broader project to optimize management of
financial operations, under which Italcementi S.p.A. has been assigned a greater role as parent responsible
for the coordination and direct implementation of financing programs for all Group operations. The program
reference material was renewed on June 29, 2012.
Under this program, on March 16, 2010, Italcementi Finance S.A., a French subsidiary of Italcementi S.p.A.,
closed the placement of a ten-year bond at a fixed rate of 5.375%, for a nominal amount of 750 million euro.
The bond, guaranteed by Italcementi S.p.A., is listed on the Luxembourg Stock Exchange. The terms and
issue conditions of the program include a coupon step-up clause for 125 basis points should the rating go
beneath “investment grade”. After the downgrade of the Moody’s rating on December 15, 2011, the clause
will be applied as from the next annual coupon due on March 19, 2013.
In December 2011 Italcementi S.p.A effected a partial repurchase of the bonds for an overall nominal value
of 12 million euro;
g) Ciments Français S.A. covers its long-term financial requirements largely through Italcementi Finance S.A.,
the company that coordinates and implements programs to provide funding for the entire Italcementi Group.
Consequently the EMTN program reference material has not been renewed since July 17, 2008. At
December 31, 2012, notes issued and still outstanding under the program totaled 515 million euro, of which
500 million euro issued on March 21, 2007 at a fixed rate of 4.75% with a ten-year maturity;
h) On February 24, 2010 Ciments Français S.A. launched an offer for holders of its 2002 and 2006 US private
placements to repurchase any and all outstanding notes. On April 7, 2010, the offer obtained an uptake for
a nominal amount of 183.5 million US dollars out of a total of 200 million US dollars of notes issued in 2002,
and for a nominal amount of 300 million US dollars out of a total of 300 million US dollars of notes issued in
2006. The remaining notes for 16.5 million US dollars relating to the ten-year issue of November 15, 2002 at
a fixed rate of 5.63%, were reimbursed in November 2012;
Billets de Trésorerie issue program
i) On October 17, 2011 Italcementi Finance S.A was authorized by the Bank of France to issue a Billets de
Trésorerie program for a maximum amount of 800 million euro. The program, guaranteed by Italcementi
S.pA, has an NP Moody’s rating and a B Standard & Poor’s rating. The transaction was managed by Natixis
with Bred Banque Populaire, Credit Agricole CIB, Credit Industriel et Commercial, HSBC France, ING
Belgium S.A., Natixis and Société Générale as bookrunners. The program was granted a STEP label on
October 24, 2011. The program (reference number #0002214) meets the criteria of the STEP market
convention. In 2012, Italcementi Finance S.A. issued Billets de Trésorerie for a total amount of 82.5 million
euro of which 6 million euro still outstanding at December 31, 2012;
j) During 2012, Ciments Français reimbursed in full the billets de trésorerie issued under its program, which
was not renewed, for a total of 70 million euro.
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