Significant events

Significant events in the first quarter 2012 and subsequently

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 investments 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.

As of today’s date, pre-conversion of preferred and savings shares into ordinary shares proposed by the boards of directors of Fiat and Fiat Industrial in their meetings held on February 22, 2012, EXOR S.p.A. holds in total 30% of Fiat S.p.A.’s and 29.87% of Fiat Industrial S.p.A.’s share capital divided in the following share classes:

  • 332,887,447 Fiat ordinary shares (30.47% of the class), 31,082,500 Fiat preferred shares (30.09% of the class) and 18,852,912 Fiat savings shares (23.59% of the class);
  • ­332,587,447 Fiat Industrial ordinary shares (30.45% of the class), 31,082,500 Fiat Industrial preferred shares (30.09% of the class) and 17,329,240 Fiat Industrial savings shares (21.69% of the class).

In the first days of April 2012, the extraordinary shareholders’ meetings and the special shareholders’ meetings of Fiat S.p.A. and Fiat Industrial S.p.A. approved the mandatory conversion of the preferred and savings shares of the respective companies into ordinary shares.

Investment commitment in Paris Orléans

As part of the reorganization of the Paris Orléans Group currently underway, on April 3, 2012, EXOR S.A. signed a commitment to purchase Paris Orléans shares up to a maximum of €25 million. The final investment will depend on the results of the public tender offer that will be launched by the parent Rothschild Concordia S.A.S. on the above company.

Resolutions passed by the board of directors on April 6, 2012

EXOR Incentive Plan

The board of directors of EXOR in its meeting held on April 6, 2012, approved a new Incentive Plan pursuant to art. 114 bis of Legislative Decree 58/98, which will be submitted to the shareholders’ meeting of May 29, 2012 for approval.

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 the continuation of the professional relationship with the Company and with the Companies in the Holdings System;
  • under the second part of the Plan, denominated “Company Performance Stock Option”, 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 targets and the continuation of the professional relationship with the Company and with the Companies in the Holdings System. The performance targets 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 trading prices of EXOR ordinary shares in the month prior to the grant date to the individual recipients. The chairman and chief executive office of the Company, John Elkann, is the recipient of the Company Performance Stock Options and will receive 750,000 option rights. The other recipients could be about 15 employees of EXOR S.p.A. and/or Companies in the Holdings System, which 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 stock and therefore will not have a dilutive effect since there will be no issue of new shares.

Renewal of the board of directors and the board of statutory auditors

With a view to the appointment of new directors, the board has proposed to fix the number of directors of EXOR at 15. The proposal has the purpose of ensuring an adequate presence of non-executive directors who can contribute experience, competence and professionalism. The board also suggested the appointment of an appropriate number of independent directors from whom the board can benefit because of their various backgrounds. The appointment of the directors, as well as the members of the board of statutory auditors, will be made on the basis of slates of candidates and the percentage of capital necessary for the presentation of the slates, according to what has recently been published by Consob, should be equal to at least 1.5% of EXOR ordinary shares.

On May 4, 2012, the shareholder Giovanni Agnelli e C. S.a.p.az. filed the following slate of candidates for the renewal of the EXOR board of directors:
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), Jay Y. Lee (Independent Director), Sergio Marchionne, Alessandro Nasi, Lupo Rattazzi, Giuseppe Recchi (Independent Director), Eduardo Teodorani-Fabbri and Michelangelo Volpi (Independent Director).

The same shareholder also filed the following list of candidates for the appointment of EXOR’s board of statutory auditors:

  • ­Sergio Duca, Nicoletta Paracchini, Paolo Piccatti (candidates for the position of Regular auditor);
  • ­ Giorgio Ferrino, Ruggero Tabone (candidates for the position of Alternate auditors).

Treasury stock resolution

The board of directors passed a resolution to propose to the shareholders the renewal of the authorization for the purchase and disposal of treasury stock. Such authorization would allow the Company to purchase on the market, for 18 months from the date of the resolution by the shareholders, ordinary and/or preferred and/or savings shares for a maximum number such as not to exceed the limit set by law, for a maximum disbursement of €450 million.

Issue of bonds

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, has also 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.

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 property used as 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 will result in a gain for EXOR in the separate financial statements of approximately €140 million that will be recorded in the second quarter of 2012.

Dividends received from the Holdings System

Below are the dividends declared by some investment holdings, received and recorded in part in the first quarter and in part in the second quarter by EXOR and the subsidiary EXOR S.A.

  Receipt   Dividends
Holding date   Total (€/ml)
Fiat Industrial S.p.A. 26/04/2012 71.3
Fiat S.p.A.  26/04/2012 10.8
Total EXOR S.p.A.'s share received     82.1
SGS.  S.A. 19/03/2012 CHF 63.2(a)
Gruppo Banca Leonardo S.p.A. 03/05/2012 30.9(b)
Total Exor S.A.'s share received     94.1
(a) CHF 76.3 million converted at the rate of 1.20670. (b) Of which €26.4 million will be recognized as a deduction from the carrying amount of the investment since the distribution is by withdrawal from paid-in capital.

Partial sale of the investment in BTG Pactual

As part of the process for the listing of 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 a return on the investment sold equal to approximately 20%.

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 will work 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 will also work alongside managing directors Mario Bonaccorso and Alessandro Nasi who will both be focused on EXOR’s investment activities.
The 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.

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

Subsequent to filing 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. The hearing in the Court of Cassation is set for June 20, 2012.

 

Commercial Register No.64236277 Legal notes | Credits