Significant events

SIGNIFICANT EVENTS IN 2014

Resolutions passed by the May 22, 2014 shareholders’ meeting

The EXOR shareholders’ meeting held May 22, 2014 approved the payment of dividends of €0.335 per share for a maximum total of €74.5 million. The declared dividends were paid beginning June 26, 2014.

The same shareholders’ meeting approved the Compensation Report pursuant to art. 123-ter of Legislative Decree 58/98 and the renewal of the authorization for the purchase and disposal of EXOR shares. The authorization allows the Company to purchase and sell shares on the market for 18 months from the date of the shareholders’ resolution for a maximum number of shares not to exceed the limit set by law, for a maximum disbursement of €450 million. Consequently the authorization for the purchase and disposal of treasury stock approved by the shareholders’ meeting on May 30, 2013, for the part not used, was revoked.

Sale of the remaining investment in Alpitour

On June 30, 2014 an agreement was signed between EXOR and Alpitour in which both companies agreed to settle the pending disputes and every other potential future controversy by way of a novatory agreement. According to the terms of the agreement, EXOR waived the Deferred Price (residual amount of €7.5 million, net of accruals set aside) and any performance-related earn-out payment.

At the same time EXOR sold the remaining stake held in Alpitour (7.17%) for consideration of €5 million, recording a loss for the same amount.

Subscription to capital increase and partial sale of investment in Sequana

On July 29, 2014 the capital increase by Sequana (announced on April 10, 2014 as part of a major operational and financial restructuring plan) was concluded successfully. EXOR S.A. subscribed only to its share of the increase for a total equivalent amount of €11.1 million. After this transaction EXOR S.A. held 17.03% of Sequana’s capital and 16.21% of the voting rights. Subsequently during the period September to December 2014 EXOR S.A. sold on the market 3,158,313 Sequana shares (6.19% of capital) for a total equivalent amount of €9.1 million.

At December 31, 2014 EXOR S.A. holds 10.85% of Sequana share capital and 10.50% of the voting rights.

Tender offer for the partial buyback and cancellation of EXOR 2007-2017 bonds

On September 30, 2014 EXOR announced a tender offer to buy back its original nominal €750 million EXOR 2007-2017 bonds (€690 million outstanding at the offer announcement date) for cash. At the end of the offer EXOR had purchased an aggregate nominal amount of €238.6 million and payment was made on October 14, 2014.

The offer was tendered for the purpose of improving the management of EXOR’s financial resources.

On November 13, 2014 EXOR announced the partial cancellation of bonds for a nominal amount of €238.6 million purchased as part of the buyback and another nominal amount of €11.4 million previously purchased on the market, for a total of €250 million. Therefore, currently, bonds are outstanding for a nominal amount of €440 million.

Issue of EXOR 2014-2024 bonds

On October 8, 2014 EXOR concluded the issue of bonds for a nominal €500 million (at the issue price of 99.329% of the nominal amount), reopened on December 23, 2014 and increased by another €150 million (at the issue price of 102.613% of the nominal amount). The total bonds amount to €650 million, due October 8, 2024, with a fixed annual coupon of 2.50%. The bonds, admitted for listing on the regulated market of the Luxembourg Stock Exchange, were rated BBB+ by the Standard & Poor’s rating agency.

The issue is aimed at extending the average maturity of EXOR’s debt

Merger of Fiat S.p.A. with and into Fiat Investments N.V.

On October 12, 2014 the merger of Fiat S.p.A. with and into Fiat Investments N.V. became effective. At the same time Fiat Investments N.V. was renamed Fiat Chrysler Automobiles N.V. (FCA) and became the holding company for the Fiat Chrysler Group.

In connection with the merger, FCA issued 1,167,181,255 common shares for allotment to Fiat shareholders on the basis of the merger exchange ratio of one FCA common share for each Fiat ordinary share.

The next day, the FCA common shares were admitted for listing on the New York Stock Exchange (NYSE) and on Borsa Italiana’s Mercato Telematico Azionario (MTA).

Lastly, FCA issued 408,941,767 special voting shares (not admitted for trading) to eligible Fiat shareholders who elected to participate in FCA’s loyalty voting program.

EXOR, with its 375,803,870 Fiat ordinary shares, received 375,803,870 FCA common shares (31.26% of the class of stock) and the same number of FCA special voting shares which, together with the above common shares, at that time brought EXOR’s holding to 46.65% of the voting rights.

Spin-off of Ferrari S.p.A. from FCA  

On October 29, 2014 the FCA board of directors, in connection with a capital plan appropriate to support the Group’s long-term success, authorized the separation of Ferrari S.p.A. from FCA and its subsequent listing on the stock market. The separation will be effected through a public offering of FCA’s interest in Ferrari equal to a part of Ferrari’s outstanding shares held by FCA and a distribution of FCA’s remaining Ferrari shares to FCA shareholders.

Additional FCA capital transactions

In the fourth quarter of 2014 the CEO of FCA and certain managers of the Group exercised their stock options, with consequent effects on FCA share capital.

In addition, 100,000,000 FCA common shares, including 65,000,000 new shares and 35,000,000 common shares held in treasury were placed with qualified investors, at a price of $11 per share.

EXOR did not take part in the offering and thus its diluted ownership interest in FCA is 29.25% of common shares and 44.37% of the voting rights.

Subscription to mandatory securities convertible into FCA shares

On December 15, 2014 EXOR purchased a nominal $886 million of mandatory convertible securities issued by FCA for an investment of €711.2 million.

The mandatory convertible securities pay a coupon of 7.875% per annum and will be mandatorily converted in FCA common shares on December 15, 2016, unless converted earlier at the option of the holder or FCA or upon the occurrence of certain specified events in accordance with their terms. The investment preserves EXOR ownership interest in FCA without any diluting effects.

Investment in Almacantar

During 2014 EXOR S.A. paid the remaining amount due to Almacantar S.A. for the capital increase subscribed in July 2013, disbursing in the months of June, September and December 2014, respectively, £4.8 million (€5.9 million), £9.5 million (€12.2 million) and £9.5 million (€12 million).

SIGNIFICANT EVENTS IN THE FIRST QUARTER OF 2015

Dividends and distribution of reserves to be received during 2015

Declared dividends and approved distributions of reserves by certain investment holdings are as follows:

 

  Dividends
Company Class of
stock
Number of
shares
  Pershare (€) Total (€/ml)
CNH Industrial N.V. common 366,927,900   0.2 73.4
EXOR's share         73.4
Banca Leonardo S.p.A. ordinary 45,459,968   0,12 5.5
EXOR S.A.'s share         5.5

Line of credit granted to Juventus Football Club

In January 2015 EXOR approved the opening of a line of credit to the subsidiary Juventus Football Club for a maximum of €50 million, with effect from February 1, 2015 and expiring on December 31, 2015, at an interest rate equal to the one-month Euribor plus a spread of 2%.

The extension of the credit line allows EXOR to invest a part of its short term liquidity at an interesting rate of return.

Partial sale of investment in Sequana

In the first quarter of 2015 EXOR S.A. sold on the market another 3,133,962 Sequana shares (6.14% of capital) for a total equivalent amount of €9 million.

At March 31, 2015 EXOR S.A. holds 4.71% of Sequana’s capital and 4.561% of the voting rights.

Information regarding the investment in C&W Group

During 2015 EXOR began a process for the evaluation of a possible disposal of Cushman & Wakefield. To date non-binding expressions of interest have been received and due diligence is in progress by potential buyers. At present it is not possible to foresee the end result of the process.

 

 

Commercial Register No.64236277 Legal notes | Credits