Significant events

Significant events in the first half 2012 and subsequent events

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, paid on September 23, 2011.

Moreover, in January 2012, EXOR purchased 9,485,117 option 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 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.

The shares from the conversion held by EXOR were equal to 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 early July EXOR exercised the rights for Fiat Industrial S.p.A. ordinary shares from the conversion of preferred and savings shares and 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.

Authorization for the issue of bonds

On April 6, 2012 the board of directors, in the context of the strategy already undertaken to extend the maturity of EXOR’s debt and to provide EXOR with new funds to pursue its activities, resolved on the possibility of issuing by March 31, 2013 one or more bonds, for a total amount not in excess of €1,000 million, or the equivalent in another currency, to be placed with institutional investors publicly, or directly as private placements. Following this decision, which guarantees EXOR flexibility, the company will evaluate on each occasion the opportunities offered by the market determining the maturity date and the amount of any issues.

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 to be drawn from 2011 net profit. The declared dividends are payable to shares outstanding, thus excluding shares held directly by EXOR S.p.A. at the ex-dividend date of June 18, 2012; 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 Y. 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 which 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 option rights will be granted to the recipients which will allow them to purchase a corresponding number of EXOR ordinary shares. The vesting period of the rights 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 the 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 option rights. The other recipients could be about 15 employees of EXOR S.p.A. and/or Companies in the Holdings System, who hold key positions in the company organization.

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 shares and therefore will not have a dilutive effect since there will be no issue of new shares.

Sale of the subsidiary Alpitour S.p.A.

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 is €225 million, which includes a 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.

As part of the sale, EXOR acquired an approximate 10% interest in Seagull S.p.A. for €10 million and has committed to purchase from Alpitour Group a hotel for consideration of €26 million.

The property will be leased to the Alpitour Group and will guarantee EXOR a return linked to the results of the building’s management, with a minimum guaranteed payment.

The transaction brought EXOR a gain in the separate financial statements of €141.3 million (€162.9 million on consolidation).

Partial sale of the investment in BTG Pactual  

As part of the process for the listing of 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 the Chief Operating Officer of EXOR

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 on 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 also 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 will continue to be responsible for the corporate support functions which will serve all of EXOR's activities.

The collaboration with Tobias Brown (who leaves the post of Chief Investment Officer of EXOR) and his team will continue in the future with the exchange of ideas for possible investments in Asia.

Investment in The Black Ant Value Fund

On June 1, 2012 EXOR finalized a €300 million investment in an Irish-registered fund managed solely for EXOR by The Black Ant Group LLP; the fund 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 total 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  

EXOR S.A. partially exercised its rights to the €150 million capital increase by Sequana S.A. announced on June 7 and ended on June 27, 2012, ceding its unexercised rights to the French government-controlled Strategic Investment Fund for an equivalent amount of €3.5 million.

After these transactions, EXOR S.A. holds an 18.74% stake in Sequana and the holding is now diluted to below 20% consistently with the strategy to simplify and reduce its non-core investments.

At the same time, EXOR S.A. ended the shareholders’ agreement signed with DLMD on July 21, 2010.

Investment in Almacantar

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

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

Subsequent to the filing of the motivations for the acquittal verdict, the Public Prosecutor’s Office of Turin, by act of notification to the Company on June 3, 2011, lodged an immediate appeal under ex art. 569 of the Code of Criminal Procedure to the Supreme Court of Cassation. In the ruling handed down after the hearing on June 20, 2012, the Supreme Court partially reversed the decision by the Turin Court appealed by the Prosecutor’s Office, transferring the case to the competent territorial Court of Appeals for only Gianluigi Gabetti, Franzo Grande Stevens and the Companies EXOR and Giovanni Agnelli e C., completely acquitting Virgilio Marrone.

Commercial Register No.64236277 Legal notes | Credits