Significant events

Significant events in the third quarter of 2014 and subsequent events

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 September and October EXOR S.A. sold on the market 1,223,001 Sequana shares (2.4% of capital) for a total equivalent amount of €3.6 million.
EXOR S.A. now holds 14.64% of Sequana share capital and 14.17% of the voting rights.

Tender offer to buy back 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 purchased an aggregate nominal amount of €238.6 million. The payment for the tendered bonds was made on October 14, 2014.
The tender offer was made with the purpose of optimizing EXOR’s financial management and is aimed at the active management of the maturities of its debt.
On November 13, 2014 EXOR announced the partial cancellation of a nominal amount of €250 million of EXOR 2007-2017 bonds; therefore as of this date the nominal amount of bonds outstanding is €440 million.

Issue of EXOR 2014-2024 bonds

On October 8, 2014 EXOR concluded the issue of bonds for a nominal amount of €500 million, due October 8, 2024, with a fixed annual coupon of 2.50% at the issue price of 99.329% of the nominal amount. The bonds, admitted to trading 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 Chrysler Automobiles 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.
In addition FCA will own 35,000,000 common shares formerly constituting the share capital of Fiat Investments N.V. as treasury stock. FCA also issued 408,941,767 special voting shares to eligible Fiat shareholders who elected to participate in FCA’s loyalty voting program. The total number of common and special voting shares constituting the share capital of FCA is therefore 1,611,123,022. On the same date, FCA common shares were admitted to listing on the New York Stock Exchange (NYSE) and on the Mercato Telematico Azionario (MTA).
With its 375,803,870 Fiat ordinary shares held, EXOR received the same number of FCA common shares and special voting shares. As of the date of the transaction EXOR holds a 31.26% stake and 46.65% of the voting rights.

Spin-off of Ferrari S.p.A. from FCA and subscription to securities mandatorily convertible into FCA shares

On October 29, 2014, the FCA board of directors announced its intention to proceed with the spin-off of Ferrari S.p.A. from FCA and the subsequent listing in the United States and in another European market. The operation will be carried out through a public offering of 10% of Ferrari’s outstanding shares held by FCA and the distribution of FCA’s remaining Ferrari shares to FCA shareholders.
The board of directors of FCA also announced its intention to place an aggregate nominal amount of mandatory convertible securities up to $2.5 million through an offering registered with the SEC and aimed at United States and international institutional investors. The mandatory convertible bonds will be mandatorily convertible into FCA common shares at maturity.
On the same date, the EXOR board of directors decided to support the transaction announced by FCA by investing approximately €600 million.
The investment will be made by drawing from resources currently available with the aim of contributing to the capital structure of its subsidiary FCA, thereby facilitating the achievement of the targets in its 2014-2018 Business Plan.

 

 

Commercial Register No.64236277 Legal notes | Credits