Significant events

SIGNIFICANT EVENTS IN 2013

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

On January 15, 2013, the shareholders’ meeting of EXOR preferred shares appointed Oreste Cagnasso as the preferred shareholders’ common representative.

Mandatory conversion of preferred and savings shares

The meeting of the board of directors of EXOR S.p.A. held on February 11, 2013 put forward a motion to the shareholders to convert the Company’s preferred and savings shares into ordinary shares.

The conversion had the intention of simplifying the capital structure and governance of the Company, creating conditions for greater transparency and eliminating the classes of shares that had very limited trading volumes, replacing them with ordinary shares, which, thanks to the conversion, will benefit from greater liquidity and create advantages for all shareholders.

The proposals were approved by the special meetings of the preferred and savings shareholders and the general meeting of the shareholders (in extraordinary session) respectively on March 19, 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) were able 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. On May 3, 2013, at the end of the withdrawal period, EXOR announced that the conditions precedent, approved by the shareholders’ meeting on March 20, 2013, were satisfied. This shareholders’ meeting, in fact, had resolved that the conversion of each class of shares would be conditional upon the cash amount to be paid by the Company pursuant to article 2437-quater of the Italian Civil Code for exercise of the withdrawal rights 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 was exceeded for any given class, the conversion of both classes of shares would 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 did not exceed €100 million.

The conversions were executed on June 24, 2013, following the ex-dividend date for the 2012 dividends.

As from that same date, the share capital of EXOR S.p.A. is composed of 246,229,850 ordinary shares of par value €1 each for a total of €246,229,850.

Purchases 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 on February 11, 2013 by the board of directors’ meeting which increased the maximum amount authorized by the buyback program from €50 million to €200 million, in the first half of 2013 EXOR purchased 3,790,857 ordinary shares (2.36% of the class) at the average cost per share of €21.96 for a total of €83.3 million, 823,400 preferred shares (1.07% of the class) at the average cost per share of €21.66 for a total of €17.8 million, in addition to 184,100 savings shares (2.01% of the class) at the average cost per share of €21.83 for a total of €4 million. The overall investment was €105.1 million.

On December 31, 2013, following the mandatory conversion of the preferred and savings shares into ordinary shares, carried out on June 24, 2013, EXOR S.p.A. held 23,883,746 ordinary treasury shares (9.7% of the class) at the average cost per share of €14.41 for a total of €344.1 million.

Investment in Almacantar

On April 4, 2013 and May 2, 2013 EXOR S.A. paid in to Almacantar respectively £8 million (€9.4 million) and £4 million (€4.7 million) against the remaining amount due on the capital increase by Almacantar S.A. that was fully subscribed to in 2011 but had not been entirely paid.

On July 5, 2013, EXOR S.A. paid in to Almacantar the remaining balance of £19.2 million (€22.3 million).

In order to ensure additional financial resources for new investments, on July 11, 2013 EXOR S.A. subscribed to a new capital increase for an equivalent amount of £50 million (€57.9 million). Following this transaction, EXOR S.A. holds approximately 38.29% of Almacantar S.A. share capital. 

Resolutions passed by the May 30, 2013 shareholders’ meeting

The EXOR shareholders’ meeting held May 30, 2013 approved the payment of dividends, unchanged from the prior year, of €0.335 for each ordinary share, €0.3867 for each preferred share and €0.4131 for each savings shares, for a total maximum amount of €78.5 million. The declared dividends were payable beginning June 27, 2013.

The same shareholders’ meeting approved the Compensation Report pursuant to art. 123-ter of Legislative Decree 58/98 and passed the resolution to renew the authorization for the purchase and disposal of EXOR treasury stock. Under the authorization the Company may purchase and sell on the market, for 18 months from the date of the shareholders’ resolution, 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. Therefore, the authorization for the purchase and disposal of treasury stock approved by the shareholders’ meeting on May 29, 2012 for the part not used is considered revoked and subsequently modified and integrated on March 20, 2013.

Finally, the shareholders’ meeting approved, pursuant to articles 2443 and 2420-ter of the Italian Civil Code, the renewal of the five-year authorization to increase share capital, at one or more times, also in divisible form, up to a maximum nominal amount of €500 million and to issue, at one or more times, bonds convertible into shares up to a maximum of €1 billion.

Sale of investment in SGS S.A.

On June 10, 2013 EXOR S.A. finalized the agreement signed on June 2, 2013 for the sale of its entire investment in SGS S.A. (15% of share capital) to Serena S.à.r.l., a wholly-owned subsidiary of Groupe Bruxelles Lambert (GBL) at a price per share of CHF 2,128, for a total equivalent amount of more than €2 billion.

The sale forms part of the strategy of continual portfolio evaluation and optimization; the proceeds will be used to take advantage of new investment opportunities consistently with EXOR’s investment strategy.

EXOR realized a net gain on the sale at consolidated level of €1,534 million.

Fiat Industrial and CNH Global merger

The deed for the merger of Fiat Industrial S.p.A. with and into CNH Industrial N.V. and the deed for the merger of CNH Global N.V. with and into CNH Industrial N.V. were executed on September 27 and 28, 2013, respectively. The integration of these two companies was completed on September 29, 2013.

At closing, CNH Industrial issued 1,348,867,772 common shares which were allotted to Fiat Industrial and CNH Global shareholders on the basis of the established exchange ratios. In particular, Fiat Industrial shareholders received one CNH Industrial common share for each Fiat Industrial ordinary share held and CNH Global shareholders received 3.828 CNH Industrial common shares for each CNH Global common share held.

CNH Industrial also issued special voting shares (non-tradable) which were allotted to eligible Fiat Industrial and CNH Global shareholders who had elected to receive special voting shares in connection with the closing of the merger. On the basis of the requests received, CNH Industrial issued a total of 474,474,276 special voting shares.

On September 30, 2013 CNH Industrial N.V. common shares began trading on the New York Stock Exchange and the MTA managed by Borsa Italiana S.p.A.

EXOR with its 366,927,900 Fiat Industrial ordinary shares received 366,927,900 CNH Industrial common shares and the same number of special voting shares. At December 31, 2013 EXOR thus holds directly a 27.18% stake and 40.22% of the voting rights.

 

EXOR 2013-2020 bond issue and cancellation of a part of the EXOR 2007/2017 bond issue

On November 12, 2013 EXOR issued non-convertible bonds for €200 million maturing November 12, 2020 through a private placement to institutional investors.

The bonds, admitted to listing on the Regulated Market of the Luxembourg Stock Exchange, were rated ‘BBB+’ by Standard & Poor’s. The bonds were issued at a price of 99.053% and pay a fixed annual coupon of 3.375%.

Net proceeds will be used for EXOR’s general corporate purposes and in order to extend the average maturity of its debt.

Following purchases on the market for a nominal €60 million of its outstanding €750 million 5.375% bonds due 2017 listed on Luxembourg Stock Exchange, EXOR had completed the cancellation of a nominal amount of bonds for the same amount on December 17, 2013.

As a result of the cancellation, the outstanding aggregate nominal amount of the bonds is now €690 million.

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

The Court of Appeals, in its decision handed down on February 21, 2013, completely acquitted, because the alleged criminal acts were not committed, EXOR S.p.A. and Giovanni Agnelli e C.

On December 17, 2013, the Italian Supreme Court annulled the February 21, 2013 judgment of the Turin Court of Appeal on the positions of Gianluigi Gabetti and Franzo Grande Stevens, without referring the case back to the lower court for a re-hearing, on the grounds that the offense is now statute-barred.

SIGNIFICANT EVENTS IN THE FIRST QUARTER OF 2014

Dividends and distribution of reserves to be received during 2014

The dividends and distributions of reserves already resolved by some investment holdings are presented below:




  Dividends
Holding Class of shares Number of shares   Per share Total (€/ml)
CNH Industrial N.V. common 366,927,900 0.2 73.4
EXOR's share to be received         73.4
Gruppo Banca Leonardo S.p.A. ordinary 45,459,968 0.12 5.5
EXOR S.A.'s share to be received         5.5
Commercial Register No.64236277 Legal notes | Credits