Significant events

Significant events in the first quarter of 2013 and subsequently

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.

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 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) 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 preferred and savings shares for which the withdrawal right was exercised (respectively 50 shares for a total of €848 and 5,138 shares for a total of €86,127) are currently offered to the shareholders pursuant to the existing legislation.
The conversions will be executed on or after the 2012 ex-dividend  date (June 24, 2013). The effective date of the conversion will be communicated in accordance with existing law.

Sale of 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).

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 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, during the period January 1, to April 26, 2013, EXOR purchased 3,766,857 ordinary shares (2.35% of the class) at the average price per share of €21.95 for a total of €82.7 million, 818,300 preferred shares (1.07% of the class) at the average cost per share of €21.65 for a total of €17.7 million, in addition to 183,350 savings shares (2% of the class) at the average cost per share of €21.82 for a total of €4 million.  The overall investment was €104.4 million.

EXOR currently holds the following treasury stock:

    % of
Carrying amount
Class
Number of shares
class
Per share (€) Total (€ ml)
Ordinary
10.495.857 6,55 16,87 177,1
Preferred 12.508.984 16,29 12,35 154,5
Savings
849.055 9,26 13,90 11,8
        343,4

Investment in Almacantar

On April 4, 2013 and May 2, 2013, EXOR S.A. paid Almacantar £8 million (€9.4 million) and £4 million (€4.7 million), respectively, for the remaining amount due on the capital increase of Almacantar S.A. fully subscribed to in 2011 but not completely paid.

Resolutions by the meeting of the board of directors on April 16, 2013

The EXOR S.p.A. board of directors’ meeting held on April 16, 2013, resolved to propose to the shareholders’ meeting the renewal of the authorization for the purchase and disposal of treasury stock. Such authorization would enable the Company to purchase 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.

The board of directors resolved to propose to the extraordinary meeting of the shareholders, pursuant to articles 2443 and 2420 ter of the Italian Civil Code, the renewal of the five-year authorization to increase share capital, one or more times, also in divisible form, up to an amount of (nominal value) €500 million and to issue, in one or more times, bonds convertible into shares up to a maximum of €1 billion.

Finally, the board of directors, within the framework of the strategy already undertaken to extend its debt and in order to provide EXOR with new financial resources to pursue its activities, has also resolved on the possibility to issue within March 31, 2014 one or more bonds for a total amount not to exceed €1 billion, or the equivalent in another currency, to be placed with institutional investors either publicly or directly by private placements. After this decision, which guarantees EXOR flexibility, the Company will each time assess the opportunities offered by the market and fix the maturities and amount of any bond issues.

Dividends received by the Holdings System

Dividends declared by certain subsidiaries, received and recorded partly in the first quarter and partly in the second quarter by EXOR and the subsidiary EXOR S.A. are as follows:

  Date   Dividends
Subsidiary received
  Per share Total (€/ml)
         
Fiat Industrial S.p.A.  4/25/2013 0,225 82,6
EXOR's share received
      82,6
SGS.  S.A. 3/21/2013
CHF 58 55,7 (a)
Gruppo Banca Leonardo S.p.A. 4/24/2013
0,120 5,5 (b)
EXOR S.A.'s share received
      61,2
(a) CHF 68.1 million translated at the rate of 1.2209. (b) Of which €3.2 million will be recorded as a deduction of the carrying amount of the investment as the amount paid was drawn from the share premium reserve.

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.

The judgments on the positions of Gianluigi Gabetti and Franzo Grande Stevens are still pending.

 

 

 

Commercial Register No.64236277 Legal notes | Credits