Significant events

Significant events in 2015

Line of credit extended 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 opening of the credit line has enabled EXOR to invest a part of its short-term liquidity at an interesting rate of return. This loan was repaid in full on September 30, 2015.

Investment in PartnerRe

During 2015 the EXOR Group manifested its intention to acquire the entire investment in PartnerRe Ltd, a Bermudian company operating in the reinsurance business, and submitted a specific proposal (and subsequent amendments) to the board of directors of the company. In this context, the EXOR Group acquired 9.9% of outstanding common shares on the market for an equivalent amount of approximately €553 million, becoming the largest shareholder of the company.

The acquisition proposal, which provided for the merger of Pillar Ltd (a 100%-owned subsidiary of EXOR S.p.A. through EXOR N.V., specifically incorporated under the laws of Bermuda) with and into PartnerRe, recognized a special dividend of $3 per share to all PartnerRe common shares, plus cash consideration of $137.50 per share to common shareholders other than EXOR. The same proposal recognized enhanced terms to PartnerRe preferred shareholders: the choice to exchange the existing shares with shares that are non-callable before January 2021 and with a higher dividend rate (+100 basis points until January 2021) or the immediate equivalent economic value.

The merger agreement was signed by Pillar, EXOR S.p.A., EXOR N.V. and the board of directors of PartnerRe on August 2, 2015, amended on August 31, 2015, and definitively ratified by the special general shareholders’ meeting held on November 19, 2015.

The transaction was closed in the first quarter of 2016, as described under Subsequent Events.

Resolutions passed by the general meeting of the shareholders on May 29, 2015

The shareholders’ meeting appointed the fifteen members of the board of directors of EXOR for the years from 2015 to 2017. Fourteen members were elected from the slate of candidates filed by the majority shareholder Giovanni Agnelli e C. and a director was elected from the slate filed by the group of thirteen investment management companies and institutional investors: Annemiek Fentener van Vlissingen (independent director), Andrea Agnelli, Vittorio Avogadro di Collobiano, Ginevra Elkann, John Elkann, Mina Gerowin (independent director), Jae Yong Lee (independent director), António Horta-Osório (independent director), Sergio Marchionne, Alessandro Nasi, Lupo Rattazzi, Robert Speyer (independent director), Michelangelo Volpi (independent director), Ruth Wertheimer (independent director) and Giovanni Chiura (independent director).

The shareholders’ meeting also appointed the Board of Statutory Auditors composed of Enrico Maria Bignami (Chairperson), Sergio Duca and Nicoletta Paracchini (standing auditors), Ruggero Tabone and Anna Maria Fellegara (alternate auditors).

In addition, the shareholders’ meeting approved the Compensation Report pursuant to art. 123-ter of Legislative Decree 58/98 and a new Incentive Plan which, in conformity with international best practice, has the purpose of aligning the compensation of the directors with the strategic objectives of the company. The plan allows the directors to join the 2015 Incentive Plan as an alternative to the cash compensation established by the shareholders’ meeting. The Plan provides for free shares to be awarded for a total maximum number of 70,000 EXOR shares to the directors who decide to join the Plan, subject to the continuation of their appointment as company director up to the vesting date in 2018, concurrently with the date of the shareholders’ meeting that will approve the 2017 financial statements. The Plan will be serviced exclusively by treasury stock without the issue of new shares, and therefore, will have no dilutive effect. The information document relating to the Plan will be available to the public within the time frame established by law.

The shareholders’ meeting approved the renewal of the authorization for the purchase and disposition of treasury stock, also through subsidiaries. This authorization would allow for the purchase on the market, for the next 18 months, of EXOR shares for a maximum number of shares not to exceed the limit set by law, for a maximum disbursement of €500 million. Consequently the resolution passed for the purchase and disposition of treasury stock approved by the shareholders’ meeting on May 22, 2014, for the part not used, is revoked.

The board of directors’ meeting of EXOR, held after the shareholders’ meeting, appointed John Elkann Chairman and Chief Executive Officer, confirmed the office of Vice Chairman to Alessandro Nasi and appointed Sergio Marchionne as new Vice Chairman.

Sale of Allied World Assurance Company Holdings

During the first half of 2015 EXOR S.A. sold the entire investment held in Allied World Assurance Company Holdings (4.1% of capital) for a total equivalent amount of €153.7 million, realizing a net gain of €60.4 million.

Sale of the investment in Sequana

During the first half of 2015 EXOR S.A. sold the remaining investment in Sequana on the market for a total equivalent amount of €18.7 million, realizing a net gain of €4.1 million.

Almacantar share capital increase

On June 5, 2015 Almacantar S.A. increased share capital for a total of £40 million in order to raise additional financial resources earmarked for new investments. EXOR S.A. subscribed to its share of the capital increase for a total equivalent amount of £15.3 million (€21 million). On July 17, 2015 Almacantar S.A. carried out a further share capital increase of £159.6 million. EXOR S.A. subscribed to its share for a total equivalent amount of £61.2 million (€87.6 million) paying in £32.1 million (€46 million). After these transactions EXOR S.A. holds 38.30% of Almacantar’s capital and has a remaining liability for the subscribed shares not yet paid of £29.1 million (€39.6 million).

Sale of Cushman & Wakefield

On September 1, 2015 EXOR S.A. finalized the sale of its entire investment in Cushman & Wakefield to DTZ, a company owned by an investor group composed of TPG Capital, PAG Asia Capital and Ontario Teachers’ Pension Plan.

As announced on May 11, 2015 the transaction establishes a total enterprise value for Cushman & Wakefield of $2,042 million and generated proceeds for EXOR S.A. of $1,277.6 million (€1,137 million) and a net gain of approximately $718 million equal to €639 million (€521.3 million at the consolidated level).

Property investment in London

On October 7, 2015 EXOR S.A. finalized the contracts signed with Almacantar Centre Point LP in July 2015 for the purchase of four property units located in London for a total amount of £54.7 million.

When the contracts were signed EXOR S.A. paid the seller an initial deposit of £5.5 million. The property units will be restructured and placed at EXOR S.A.’s disposition starting from May 2017.

Increase of the investment in The Economist Group

On October 16, 2015, as previously announced on August 12, 2015, EXOR S.A. closed the acquisition of 6.3 million (or 27.8%) ordinary shares and 1.26 million (or 100%) B special shares in The Economist Group from Pearson Group plc for total consideration of £291.2 million (€398.2 million), of which £4.2 million (€5.7 million) represents the deferred price.

Following this transaction EXOR S.A. became the single largest shareholder of The Economist Group and after completion of the separate share buyback announced by The Economist Group of Pearson’s remaining ordinary shares that was concluded on March 23, 2016, EXOR S.A.’s investment in The Economist Group increased to 43.4% of outstanding capital.

Placement of EXOR treasury stock

On November 11, 2015 EXOR successfully completed the placement, through an accelerated book building offering to institutional investors, of 12 million treasury shares corresponding to 4.87% of its share capital, for a total gross amount of €511.2 million.

The transaction was settled by the delivery of the shares and the payment of the consideration on November 16, 2015.

In the context of the placement, EXOR’s controlling shareholder Giovanni Agnelli e C. S.a.p.az. and two other private investors purchased treasury shares for an amount of €50 million each, at the placement price. Following the settlement of the placement, Giovanni Agnelli e C. S.a.p.az, owns 51.87% of the share capital of EXOR.

The placement of the shares, which were acquired by EXOR at an average per share price of €14.41, was closed at the price of €42.60 per share, equal to a discount of 4.99% on the closing market price on the transaction date.

Following this sale EXOR holds approximately 4.83% of share capital.

Lastly, in 2016 EXOR will cancel the remaining treasury shares except for those treasury shares necessary to service EXOR’s stock options plans.

Issue of EXOR non-convertible 2015-2022 and 2015-2025 bonds

On December 3, 2015 EXOR finalized the issue of bonds for a nominal amount of €750 million maturing December 2022, with an issue price of 99.499% and a fixed annual coupon of 2.125%.

On December 22, 2015 EXOR finalized, through a private placement with qualified investors, the issue of bonds of €250 million maturing December 22, 2025, with an issue price of 98.934% and a fixed annual coupon of 2.875%.

The bonds, listed on the Luxembourg Stock Exchange, have been assigned a credit rating of BBB+ by Standard & Poor’s rating agency.

The purpose of the two issues is to provide EXOR with new financial resources as part of the company’s strategy which includes the refinancing of the acquisition of PartnerRe.

Shareholders’ agreement signed between EXOR and Piero Ferrari

On December 23, 2015 EXOR and Piero Ferrari signed a shareholders’ agreement relating to the shares arising from the separation of Ferrari N.V. from Fiat Chrysler Automobiles N.V. These shares equal, respectively, approximately 23% and 10% of Ferrari’s post-separation share capital (corresponding, respectively, to approximately 33% and 15% of voting rights).

The shareholders’ agreement, which became effective on January 4, 2016, includes a consultation commitment with the aim of forming and exercising a common view on the items on the agenda of any general meetings of Ferrari shareholders, and certain obligations in case of transfers of the shares in Ferrari to third parties, including a pre-emption right in favor of EXOR and a right of first offer of Piero Ferrari. The shareholders’ agreement will have an initial duration of five years from the effective date of the Separation, provided that if neither of the parties terminates the shareholders’ agreement, then the shareholders’ agreement shall be renewed automatically for another five year period.

 

Subsequent events

Completion of the separation of Ferrari shares from FCA and subsequent listing on the stock exchange

The separation of the Ferrari business from the FCA Group was completed on January 3, 2016.

FCA shareholders received one common share of Ferrari for every ten FCA common shares held. In addition, holders of FCA mandatory convertible securities received 0.77369 common shares of Ferrari for each MCS unit of $100 in notional amount. The Ferrari common shares issued are 193,923,499. In addition, FCA shareholders participating in the company’s loyalty voting program received one special voting share of Ferrari for every 10 special voting shares of FCA held.

EXOR, with its 375,803,870 FCA common shares held, received 37,580,387 Ferrari N.V. common shares and the same number of special voting shares. At the closing of the transaction EXOR holds directly 22.91% of capital issued and 32.75% of voting rights on issued capital, as well as another 6,854,893 common shares as the holder of FCA mandatory convertible securities.

Ferrari common shares are traded on the New York Stock Exchange and starting January 4, 2016 also on the Mercato Telematico Azionario managed by Borsa Italiana (MTA).

Investment in Welltec

On February 10, 2016 EXOR invested €103.3 million to acquire a 13% stake in Welltec, a global leader in the field of robotics technology for the oil and gas industry.

The investment was acquired through the purchase of a part of the investment in Welltec held by 7-Industries Lux S.à.r.l., a company indirectly held by EXOR board member, Ruth Wertheimer.

Since this is a related party transaction prior approval was sought from the Related Parties Committee which expressed a favorable opinion.

After the acquisition EXOR and the 7-Industries Lux group each hold 13% of Welltec share capital as long-term shareholders.

Sale of Banijay Holding to Zodiak Media

On February 23, 2016 EXOR S.A. finalized the sale of its entire investment in Banijay (17.1 % of capital) within the context of a merger with Zodiak Media, a De Agostini Group TV production company. EXOR received proceeds on the sale of €60.1 million and realized a net gain €24.8 million.

Payment against Almacantar capital increase

On March 1, 2016 EXOR S.A. paid Almacantar £29.1 million (€37.4 million) representing the remaining amount due on the Almacantar S.A. capital increase subscribed to in July 2015 that had not yet been paid in full.

EXOR’s commitment in the transaction announced by FCA relating to its publishing interests

With reference to the transaction announced on March 2, 2016 by FCA, EXOR on the same date announced its intention to contribute actively and over the long-term to the development of the new publishing company that will result from the merger of ITEDI with Gruppo Editoriale l'Espresso. The objective of the transaction is to create the leading Italian daily and periodical news and media company that will also be the one of the principal European publishing groups.

In support of the development of this new entrepreneurial project in the publishing business, EXOR communicated its intention to reach an agreement with Compagnie Industriali Riunite (CIR), the holding company controlled by the De Benedetti family and the majority shareholder of Gruppo Editoriale l’Espresso, concerning their holdings, approximately 5% and approximately 43% in the share capital of the new company that will result from the merger and the announced distribution transactions. The signing of this agreement is subject to the closing of these transactions.

Under the ITEDI-Gruppo Editoriale l’Espresso merger, EXOR also announced its intention to divest the stake in RCS MediaGroup that it will receive from FCA at the closing of the distribution transaction as announced to the market. The sale will be executed according to market best practice for such transactions, in a timely and appropriate manner and in accordance with the applicable regulations, and will also be completed by the end of the first quarter of 2017, when the closing of the merger of ITEDI and Gruppo Editoriale l’Espresso is expected.

Incorporation of Almacantar Group S.A. and conferral of Almacantar S.A. shares

On March 17, 2016 Almacantar Group S.A, a Luxembourg-registered company incorporated on February 5, 2016, increased share capital by £1,072.7 million through the issue of a total of 590,000,000 new Almacantar Group S.A. ordinary preferred shares, subscribed by the shareholders of Almacantar S.A. through the conferral of all their previously held shares.

The transaction has the purpose of simplifying the Almacantar share structure by eliminating the distinction between ordinary and preferred shares so as to arrive at the real value of Almacantar’s assets by measuring the contributed shares at fair value, in addition to creating an incentive system for the managers who hold key positions in the company.

On the same date Almacantar Group S.A. reduced share capital by £2.3 million through the reimbursement and subsequent cancellation of 2,339,002 Almacantar Group S.A. shares held by senior executives and former executives of Almacantar.

As part of this capital increase EXOR S.A. subscribed to 211,133,092 new Almacantar Group S.A. ordinary shares for a total equivalent amount of £383.8 million through the conferral of all 80,355 ordinary shares and all 220,400,000 Almacantar S.A. ordinary preferred shares held.

After these transactions EXOR S.A. holds 211,133,092 Almacantar Group S.A. ordinary shares, 35.93% of share capital, represented by a total of 587,660,998 ordinary shares.

Completion of the transaction for the acquisition of PartnerRe

The acquisition of PartnerRe was completed on March 18, 2016 after having received all necessary approvals. The total payment made by EXOR at the closing was $6,108 million (€5,415 million) of which $6,065 million (€5,377 million) was paid to common shareholders and $43 million (€38 million) to preferred shareholders, as immediate economic value in lieu of the higher dividend rate. As of the closing date EXOR indirectly became, through EXOR N.V., owner of 100% of the common shares of PartnerRe. The common shares were delisted from the New York Stock Exchange (NYSE) as of the same date. The acquisition did not include the preferred shares issued by PartnerRe, which will continue to be traded on the New York Stock Exchange.

On March 24, 2016 the board of directors of PartnerRe announced the appointment of John Elkann as Chairman of the board and Emmanuel Clarke as President and Chief Executive Officer. At that date the board of directors of PartnerRe, besides the Chairman and Chief Executive Officer, is composed of Enrico Vellano, Brian Dowd and Patrick Thiele.

Sale of Almacantar and investment funds to Partner Re

On March 24, 2016 EXOR S.A. reached an agreement to sell its investment in Almacantar (approximately 36% of share capital) to Partner Reinsurance Company Ltd., a 100%-owned subsidiary of PartnerRe. The transaction was closed on April 8, 2016 upon receipt of £382.7 million.

In April 2016 EXOR S.A. also sold a number of its financial investments to the PartnerRe Group, mainly third party funds, for approximately $190 million.

The transactions aim to improve the diversification of the investments held by PartnerRe by introducing real estate as a new asset class, without changing the overall risk profile of its portfolio. EXOR will apply the entire proceeds from these transactions to reduce its debt.

Dividends and distributions of reserves to be received during the 2016

The dividends and distributions of reserves already approved or proposed by some investment holdings are as follows:

   Dividends 
Investee company Share
class
Number
of shares
Per share (€)
  Total(€/ml)   
CNH Industrial N.V. ordinary 366,927,900 0.13   47.7  
PartnerRe Ltd ordinary 2,524,664 3.42 (a) 8.6 (a)
Ferrari N.V. ordinary 44,435,280 0.46   20.4 (b)
Emittenti Titoli S.p.A. ordinary 527,000 7.53   4.0  
EXOR S.p.A.'s share of dividends         80.7  
             
Banca Leonardo S.p.A. ordinary 45,459,968 0.20   9.1  
PartnerRe Ltd ordinary 2,201,062 3.42 (c) 7.5 (c)
EXOR S.A.'s share of dividends         16.6  
a) Dividends are fully collected, including extraordinary dividends of $3 per share, for a total of $7.6 million (€6.7 million). (b) Drawn from the share premium reserve. (c) Dividends are fully collected, including extraordinary dividends of $3 per share, for a total of $6.6 million (€5.9 million).
Commercial Register No.64236277 Legal notes | Credits