Significant events

Significant events in the first half of 2014 and subsequent events

Fiat S.p.A. and CNH Industrial N.V. Business Plans

Fiat S.p.A. and CNH Industrial N.V. presented their 2014-2018 Business Plans to financial analysts and institutional investors on May 6 and May 8, 2014 respectively.

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 shares on the market for 18 months from the date of the shareholders’ resolution for a maximum number of shares such as 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purchase and disposal of treasury stock approved by the shareholders’ meeting on May 30, 2013, for the part not used, was revoked.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 under 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 expenses accrued) 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.

Sequana S.A. restructuring and share capital increase

On April 10, 2014 Sequana S.A. announced a major operational and financial restructuring plan. Specifically, Sequana reached an agreement with the banks setting out the terms and conditions for restructuring the group’s debt and credit lines and increasing capital for €64 million. Three of Sequana’s main shareholders (including EXOR) have committed, in proportion to their respective shares, to:

  • subscribe to the capital increase for a maximum of €30.5 million (of which €11.1 million by EXOR);
  • underwrite the remaining €33.5 million if the capital increase is not taken up by the market (EXOR’s share equal to €12.2 million).

The capital issue was concluded successfully on July 29, 2014 with the subscription by EXOR S.A. of only its share of the increase for a total equivalent amount of €11.1 million.

To date EXOR S.A. holds 17.03% of Sequana’s capital and 16.21% of its voting rights.

Revised first quarter 2014 results approved by Board of Directors

Following the revised accounting for the acquisition of the 41.5% equity interest in Chrysler by Fiat and the consequent revision of the first quarter 2014 financial information, approved and filed by Fiat on July 3, 2014, the Board of Directors of EXOR on July 7, 2014 approved its own revised first quarter 2014 financial information.

The revision led to a change in the quarterly consolidated loss of the EXOR Group from -€83.2 million to
-€38.1 million and in the equity attributable to owners of the parent from €7,316.5 million to €7,293.0 million. There were no changes in the financial position considering the non-cash nature of the revision.

Other investments

In July and August 2014 EXOR S.A. obtained redemptions from the NoCo B fund for $20.9 million (€15.5 million) and the Perella Weinberg Real Estate I fund for €9.1 million, for a total of €24.6 million.

After these redemptions, the investment commitments in NoCo B and Perella Weinberg Real Estate I amount to $9.1 million (€6.8 million) and €18 million.

Commercial Register No.64236277 Legal notes | Credits