Significant events

SIGNIFICANT EVENTS IN 2012

Subscription to Juventus’ capital increase and purchase of option rights

In January 2012 EXOR S.p.A. subscribed to its entire share of Juventus Football Club’s capital increase, corresponding to 483,736,664 new shares, for a total of €72 million, which had already been paid on September 23, 2011 against a future increase in share capital.
Moreover, in January 2012, EXOR purchased 9,485,117 rights offered on the stock market for an outlay of €67 thousand, subscribing to the corresponding 37,940,468 shares for an equivalent amount of €5.6 million (3.765% of share capital). EXOR S.p.A. currently holds 642,611,298 shares, equal to 63.77% of Juventus Football Club’s share capital.

Increase in the investment in Fiat and Fiat Industrial

During the first quarter of 2012 EXOR S.p.A. purchased on the market 7,597,613 Fiat savings shares (9.51% of the class) and 2,826,170 Fiat Industrial savings shares (3.54% of the class) for a total equivalent amount, respectively, of €30.8 million and €16 million, before the conversion of preferred and savings shares into ordinary shares proposed by the meetings of the boards of directors of Fiat S.p.A. and Fiat Industrial S.p.A. on February 22, 2012.
On May 21, 2012, the resolution passed by the special shareholders’ meetings of Fiat S.p.A. and Fiat Industrial S.p.A. was implemented for the mandatory conversion of all preferred and savings shares into ordinary shares of the respective companies.
Following the completion of both conversions, EXOR held 375,803,870 Fiat S.p.A. ordinary shares and 366,908,896 Fiat Industrial S.p.A. ordinary shares corresponding to 30.05% and 30.01% of share capital, respectively.
In addition, in early July EXOR exercised the rights to buy Fiat Industrial S.p.A. ordinary shares resulting from the withdrawal rights exercised by Fiat Industrial S.p.A. shareholders who had not approved the conversion of the preferred and savings shares into ordinary shares. EXOR purchased 19,004 ordinary shares for a total equivalent amount of €113 thousand.
After this purchase EXOR holds 366,927,900 Fiat Industrial ordinary shares, or 30.01% of share capital.

Sale of the subsidiary Alpitour S.p.A. and purchase of the Arenella hotel property

The sale of Alpitour S.p.A. to Seagull S.p.A., a subsidiary controlled by two closed-end private equity funds owned by Wise SGR S.p.A. and J.Hirsch & Co., in addition to other financial investors, was completed on April 20, 2012.
The consideration on the sale was €225 million, which included the deferred price (Deferred Price) of €15 million, plus interest. The final total consideration will also take into account a performance-related earn-out payment to be calculated on the eventual sale by the investors of their majority interest in Alpitour.
At the same time of the sale, EXOR committed to purchase from Alpitour Group a hotel for consideration of €26 million. The transaction for the purchase of the Arenella property was finalized on October 10, 2012; the purchase did not require a cash outlay since the equivalent amount of the purchase was compensated with a part of the price on the sale transaction.
The property was leased to the Alpitour Group, guaranteeing EXOR a return linked to the results of the building’s management, with a minimum guaranteed payment.
In the period after the purchase, objections were raised on the part of the buyer regarding events that took place prior to the sale of Alpitour S.p.A.
Certain objections were definitely resolved by reducing the deferred price by €1.1 million and recognizing expenses for the same amount; for some others, which will presumably be settled during 2013, expenses are estimated at €3.5 million.

Finally, EXOR acquired an approximate 10% interest in Seagull S.p.A. for €10 million.
The sale of Alpitour S.p.A. to Seagull S.p.A. generated a net gain for EXOR in the separate financial statements of €135.9 million (€157.5 million on consolidation).

Partial sale of the investment in BTG Pactual

As part of the process for listing Banco BTG Pactual, on April 30, 2012 EXOR S.A. sold 87% of its investment in the BTG Pactual Group, originally equal to €19 million.
The transaction led to an approximate 20% return on the interest sold and brought EXOR S.A. a total gain of €5.2 million.

Appointment of EXOR’s Chief Operating Officer

On May 4, 2012 EXOR appointed Shahriar Tadjbakhsh Chief Operating Officer (COO) of the Company with effect from June.
The COO works closely with the Chairman and Chief Executive Officer John Elkann in the management of EXOR’s investment portfolio that - in line with announcements – is increasingly focused on a smaller number of companies of global scale and relevance.
Based in Turin, the COO works alongside Managing Directors, Mario Bonaccorso and Alessandro Nasi, who are both focused on EXOR’s investment activities.
The current Chief Financial Officer, Enrico Vellano, was confirmed as the manager in charge of all EXOR’s corporate support functions.

Resolutions by the shareholders’ meeting held on May 29 2012

The EXOR shareholders’ meeting held on May 29, 2012 approved the separate financial statements at December 31, 2011 and approved the payment of dividends equal to €0.335 for each ordinary share, €0.3867 for each preferred share and €0.4131 for each savings share, for a total maximum amount of €80.1 million. The declared dividends are payable to shares outstanding, thus excluding shares held directly by EXOR S.p.A. at the June 18, 2012 ex-dividend date; dividends will be paid beginning June 21, 2012.

The same shareholders’ meeting appointed the 15 members of the EXOR board of directors for the year 2012 to 2014:
Victor Bischoff (independent director), Andrea Agnelli, Vittorio Avogadro di Collobiano, Tiberto Brandolini d'Adda, Giuseppina Capaldo (independent director), John Elkann, Luca Ferrero Ventimiglia, Mina Gerowin (independent director), Jae Yong Lee (independent director), Sergio Marchionne, Alessandro Nasi, Lupo Rattazzi, Giuseppe Recchi (independent director), Eduardo Teodorani-Fabbri and Michelangelo Volpi (independent director).

The shareholders’ meeting also appointed the board of statutory auditors composed of Sergio Duca (Chairman), Nicoletta Paracchini and Paolo Piccatti (regular auditors); Giorgio Ferrino and Ruggero Tabone were appointed alternate auditors.
The board of directors meeting held on the same date confirmed John Elkann as Chairman and Chief Executive Officer and Tiberto Brandolini d’Adda as Vice Chairman, appointing Alessandro Nasi as Vice Chairman. The board then appointed Pio Teodorani Fabbri as Honorary Chairman, joining the current Honorary Chairman Gianluigi Gabetti.
The Supervisory Body was also confirmed pursuant to Legislative Decree 231/2001 and is composed of Sergio Duca, Giuseppe Zanalda and Fernando Massara.
Enrico Vellano was confirmed as the manager in charge of the preparation of the Company’s financial reports.

The shareholders’ meeting passed a resolution for the renewal of the authorization for the purchase and disposal of shares, put forward by the board of directors on April 6, 2012. Such authorization allows the Company to purchase on the market, for 18 months from the shareholders’ resolution, ordinary and/or preferred and/or savings shares, for a maximum number such as not to exceed the limit established by law, for a maximum outlay of €450 million. On the same date, the board of directors approved a new buyback program which provides for a maximum outlay of €50 million to be carried out by November 29, 2013, the date of expiration of the resolution referred to above.

The shareholders’ meeting then approved the new Incentive Plan pursuant to art. 114 bis of Legislative Decree 58/98, proposed by the board of directors on April 6, 2012.
The plan is intended as an instrument for long-term incentive and is in two parts: the first is a stock grant and the second is a stock option:

  • ­under the first part of the Plan, denominated “Long-Term Stock Grant”, a total of 400,000 rights will be granted to approximately 30 recipients; this will allow them to receive a corresponding number of EXOR ordinary shares at the vesting date set for 2018, subject to continuation of a professional relationship with the Company and with the Companies in the Holdings System;
  • under the second part of the Plan, denominated “Company Performance Stock Options”, a total of 3 million options will be granted to the recipients; this will allow them to purchase a corresponding number of EXOR ordinary shares. The vesting period of the options is from 2014 to 2018 in annual lots of the same number that will become exercisable from the time they vest until 2021, subject to reaching performance objectives and continuation of a professional relationship with the Company and with the Companies in the Holdings System. The performance objectives will be considered to have been reached when the annual variation in EXOR’s NAV will be higher than the change in the MSCI World Index in Euro, in the year preceding that of vesting. The exercise price of the options will be determined on the basis of the arithmetic average of Borsa Italiana’s trading prices for EXOR ordinary shares in the month prior to the grant date to the individual recipients. The Chairman and Chief Executive Officer of the Company, John Elkann, is the recipient of the Company Performance Stock Options and received 750,000 options.

The employee recipients of the Incentive Plan will be identified by the Chairman and Chief Executive Officer of EXOR S.p.A. The Plan will be serviced by treasury stock and therefore will not have a dilutive effect since there will be no issue of new shares.
Further details on the grants relating to the two stock option plans are described in the section “Review of the Consolidated Results of the EXOR Group – Shortened” and in the notes.

Investment in The Black Ant Value Fund

On June 1, 2012 EXOR finalized a €300 million investment in an Irish-registered fund managed for EXOR by The Black Ant Group LLP, which principally invests in equity and credit instruments. The investment has a time frame of five years.

Investment in Paris Orléans

In June 2012 EXOR S.A. acquired a 2.09% stake in Paris Orléans (1.66% of the voting rights) for an equivalent amount of €25 million. The interest was acquired through a tender offer launched by the parent Rothschild Concordia S.A.S. on Paris Orléans.

Partial subscription to Sequana’s capital increase and dissolution of the EXOR-DLMD shareholders’ agreement

Following the €150 million capital increase launched by Sequana S.A. in June 2012 in order to accelerate its development plan, EXOR S.A. partially exercised its rights, ceding its unexercised rights to the French government-controlled Strategic Investment Fund (FSI) for an equivalent amount of €3.5 million.
As a result of these transactions, EXOR S.A. now holds an 18.74% stake in Sequana. The holding is now diluted to below 20% consistently with the strategy to simplify and reduce its minor investments.
At the same time, EXOR S.A. ended the shareholders’ agreement signed with DLMD on July 21, 2010.
These transactions generated a net loss of €147.4 million on consolidation.

Investment in Almacantar

On August 3 and on December 17, 2012 EXOR S.A. paid respectively £5.5 million (€6.9 million) and £3.6 million (€4.1 million) against the residual amount due on Almacantar S.A.’s capital increase that was fully subscribed to in 2011 but not completely paid.

Issue of EXOR bonds 2012-2019

On October 16, 2012, EXOR completed the issue of non-convertible bonds for €150 million, maturing October 16, 2019, through a private placement to qualified institutional investors.
The bonds, listed on the Main Regulated Market of the Luxembourg Stock Exchange, were assigned a rating of BBB+ by Standard & Poor’s and pay a fixed annual coupon of 4.750% (effective yield to maturity is 5.073%).

Issue of EXOR bonds 2012-2025

On December 7, 2012, EXOR. completed the issue of non-convertible bonds for €100 million, maturing January 31, 2025, through a private placement to a qualified institutional investor. Net proceeds from the placement total approximately €97.8 million.
The bonds, listed on the Main Regulated Market of the Luxembourg Stock Exchange, pay a fixed annual coupon of 5.250% and were rated BBB+ by Standard & Poor’s.

Agreement with CNH Global N.V.

With regard to the merger transaction between the companies Fiat Industrial S.p.A. and CNH Global N.V., on December 11, 2012 EXOR S.p.A. announced that it had signed an agreement with CNH Global N.V. in which it committed to vote all of its Fiat Industrial shares in favor of the merger transaction, in confirmation of what was announced on November 26, 2012.
The agreement will terminate on approval of the merger resolutions by the shareholders’ meetings of the interested companies.

Termination of investment commitments with the Jardine Matheson Group and Rothschild

On December 21, 2012, EXOR S.A., the Jardine Matheson Group and Rothschild reached a conclusive agreement to cancel all remaining commitments under the original June 9, 2010 agreement, as well as dissolve the partnership itself.

Criminal case relative to the contents of the press releases issued by IFIL and Giovanni Agnelli e C. on August 24, 2005

The acquittal judgment reached by the Court of Turin on December 21, 2010 with respect to the defendants Gianluigi Gabetti, Franzo Grande Stevens, Virgilio Marrone and the companies IFIL (now EXOR) and Giovanni Agnelli e C., was appealed to the Supreme Court of Cassation, inter alia, by the Public Prosecutor’s Office of Turin, with an act of notification to the Company on June 3, 2011. In the ruling handed down after the hearing on June 20, 2012, the Supreme Court partially reversed the Court of Turin’s decision, transferring the case to the Turin Court of Appeals for judgment of the second instance regarding Gianluigi Gabetti, Franzo Grande Stevens and the companies EXOR and Giovanni Agnelli e C., completely acquitting Virgilio Marrone. The judgment issued by the Court of Appeals on February 21, 2013, completely acquitted, because the alleged criminal acts were not committed, EXOR S.p.A. and Giovanni Agnelli e C.
The judgments on the positions of Gianluigi Gabetti and Franzo Grande Stevens are still pending.

SIGNIFICANT EVENTS IN THE FIRST QUARTER OF 2013

Appointment of the common representative of the holders of EXOR preferred shares

On January 15, 2013, the EXOR preferred shares shareholders’ meeting appointed Oreste Cagnasso as the preferred shareholders’ common representative for the next three-year period 2013-2015.

Dividends and distribution of reserves to be received during 2013

The dividends and distribution of reserves already approved by some investment holdings are presented below.

  Class of
shares
Number of
shares
  Dividends
Holding   Per share Total (€/ml) 
Fiat Industrial S.p.A. ordinary 366.927.900
0,225 82,6 
EXOR share to be received
        82,6 
SGS.  S.A. ordinary 1.173.400 CHF 58
55,7(a)
Gruppo Banca Leonardo S.p.A. ordinary 45.459.968 0,120 5,5 
EXOR S.A.'s share to be received    61,2 
(a) CHF 68.1 million translated at the rate of 1.2209.

Mandatory conversion of EXOR’s preferred and savings shares

The meeting of the board of directors of EXOR S.p.A. held on February 11, 2013 resolved to propose to the shareholders the conversion of the Company’s preferred and savings shares into ordinary shares.
The proposed conversion is intended to streamline the capital structure of the Company, creating conditions for greater transparency, and simplify the governance structure. In addition, the conversion will eliminate classes of securities that have had very limited trading volumes, replacing them with ordinary shares, whose liquidity will be enhanced through the transaction, to the benefit of all shareholders.
The proposals were approved by the special meetings of the preferred and savings shareholders and the extraordinary session of the general meeting of the shareholders held, respectively, on March 19, 2013 and March 20, 2013.
Holders of preferred shares and savings shares who did not participate in the approval of the proposed conversions (i.e., holders who did not attend the meetings or voted against the proposed resolution or abstained) will be entitled to exercise withdrawal rights for a fifteen-day period following registration of the approved resolutions in the Turin Company Register pursuant to article 2437-bis of the Italian Civil Code. The consideration to be paid to the withdrawing shareholders will be equal to €16.972 for each preferred share and €16.899 for each savings share. These values have been calculated to correspond, according to applicable laws, exclusively to the arithmetic average of the closing prices recorded on the stock market during the six months period prior to the issuance of such notice.
The conversion of each class of shares will be conditional upon the cash amount to be paid by the Company pursuant to article 2437-quater of the Italian Civil Code to the withdrawing shareholders not exceeding €80 million, in the case of the preferred shares, and €20 million in the case of savings shares. In the event that either of these limits is exceeded for any given class, the conversion of both classes of shares will nevertheless become effective if the aggregate cash amount to be paid by the Company for the exercise of the withdrawal rights in respect of both classes does not exceed €100 million.

Sale of the Perfect Vision Mandatory Convertible Bonds

On March 8, 2013, EXOR S.A. concluded the sale of the Perfect Vision Mandatory Convertible Bonds to Vision Investment Management for an equivalent amount of $9.7 million (€7.4 million). At December 31, 2012, the price of the bonds was adjusted to the above sales price and an impairment loss was recorded for €1.9 million.

Buyback of treasury stock

Within the framework of the treasury stock buyback program resolved by the board of directors’ meeting on May 29, 2012 and subsequently modified by the board of directors’ meeting on February 11, 2013, which increased the maximum amount authorized by the buyback program from €50 million to €200 million, in the period January 1, to April 16, 2013, EXOR purchased 3,135,000 ordinary shares (1.96% of the class) at the average price per share of €21.86 for a total of €68.5 million, 719,000 preferred shares (0.94% of the class) at the average price per share of €21.55 for a total of €15.5 million, in addition to 170,100 savings shares (1.86% of the class) at the average price per share of €21.79 for a total of €3.7 million. The overall investment was €87.7 million.

Investment in Almacantar

On April 4, 2013, EXOR S.A. paid Almacantar £8 million (€9.4 million) against the remaining amount due on Almacantar S.A.’s capital increase that was fully subscribed to in 2011 but not completely paid.

Commercial Register No.64236277 Legal notes | Credits