Significant events

Significant events in the first quarter of 2014 and subsequently

Resolutions passed by the April 9, 2014 meeting of the board of directors

The board of directors of EXOR S.p.A. in its meeting held on April 9, 2014 passed a resolution to put forward a proposal to the ordinary shareholders’ meeting to pay dividends of €0.3350 per share for a maximum total of €74.5 million. The dividends will become payable on June 26, 2014 (June 23, 2014 market ex-dividend date) and will be paid to the shareholders of record on June 25, 2014. The dividends will be paid to the shares outstanding, thus excluding the treasury shares held directly by EXOR S.p.A.

The board of directors also passed a resolution to put forward a proposal to the shareholders’ meeting to renew the authorization for the purchase and disposal of treasury stock. Under the authorization shares could be purchased 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.

Within the framework of the strategy already undertaken to extend its debt and provide EXOR with new financial resources for the furtherance of its business, the board of directors also approved the possibility of issuing one or more bonds by March 31, 2015, for a total amount of not more than €1 billion, or the equivalent in another currency, to be placed with institutional investors either as a public offering or directly as a private placement. Following this decision, which guarantees flexibility to EXOR, the company will each time evaluate the opportunities offered by the market, setting the maturity date and the amount of any issue.

Finally, the board of directors was informed that Shahriar Tadjbakhsh, EXOR’s Chief Operating Officer, will be stepping down from his role at the company. He will continue in his current functions through early July.

Dividends and distributions of reserves received

The following are the dividends declared by some investments and received by EXOR and EXOR S.A. that will be recorded in the second quarter of 2014:

 
Dividends  
Holding Collection
date
Per share
Total (€/ml)  
CNH Industrial N.V. 4/30/2014 € 0.2 73.4  
Receipt of EXOR's share     73.4  
         
Gruppo Banca Leonardo S.p.A. 5/6/2014 € 0.12 5.5 (a)
Receipt of EXOR's share   5.5  
(a) €4.8 million will be recorded as a reduction of the carrying amount of the investment since it was distributed by a withdrawal from capital reserves.

Restructuring project and Sequana S.A. share capital increase

On April 10, 2014 Sequana S.A. announced an important operational and financial restructuring project. In particular, Sequana signed an agreement with the lending banks which establishes the terms and conditions for restructuring its debt and credit lines, in addition to a share capital increase of €64 million. The three major shareholders of Sequana (one of which is EXOR) have pledged, in proportion to their respective shares to:

  • subscribe to the capital increase for a maximum €30.5 million (of which EXOR’s share is €11.1 million);
  • guarantee the subscription of the remaining €33.5 million of the share increase in the event the shares are not subscribed by the market (EXOR’s share would be €12.2 million).

The results of such capital increase are not yet known.

Fiat S.p.A. and CNH Industrial N.V. business plan

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 and the renewal of the authorization for the purchase and disposal of EXOR shares as proposed by the board of directors on April 9, 2014. Moreover, 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.
 
Finally, the same shareholders’ meeting approved the Compensation Report pursuant to art. 123-ter of Legislative Decree 58/98.

Commercial Register No.64236277 Legal notes | Credits