Significant events

Significant events in the first quarter of 2015 and subsequent events

Dividends and distribution of reserves

Dividends declared by certain investment holdings received by EXOR and EXOR S.A., which will be recorded in the second quarter of 2015 are as follows:

Company Date of receipt Number of shares Dividends   
Per share (€) total (€ million)
CNH Industrial N.V. - received by EXOR April 29,2015 366,927,900 0.2 73.4  
           
Banca Leonardo S.p.A. - received by EXOR S.A. may 6,2015 45,459,968 0.12 5.5 a
(a) Distributed by a withdrawal from premium reserve.

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

Sale of the investment in Sequana

During the first quarter of 2015 EXOR S.A. sold 3,133,962 Sequana shares (6.14% of capital) on the market for a total equivalent amount of €9 million, recognizing a net gain of €0.7 million. After this transaction EXOR S.A. held 4.71% of Sequana share capital and 4.56% of the voting rights.

EXOR S.A. subsequently sold the remaining investment for a total equivalent amount of €9.7 million, realizing a net gain of €3.4 million

Agreement for the sale of the investment in C&W Group

On May 11, 2015 EXOR announced that an agreement had been reached for the sale of Cushman & Wakefield to DTZ, a company held by TPG Capital PAG Asia Capital and the Ontario Teachers’ Pension Plan. The transaction recognizes a total enterprise value for Cushman & Wakefield of $2,042 million and will generate proceeds of $1,278 million and a gain of approximately $722 million for EXOR S.A. The closing of the deal is expected in the fourth quarter of 2015 subject to customary closing conditions and receipt of regulatory approvals.

Resolutions of the board of directors’ meeting held April 14, 2015

The board of directors’ meeting held on April 14, 2015 resolved to put forward a proposal to the ordinary shareholders’ meeting to pay dividends of €0.35 per share for a maximum total of €77.8 million. The proposed dividends will become payable on June 24, 2015 (ex dividend trading date of June 22) and will be paid to the shareholders of record as of June 23, 2015 (record date). Dividends will be paid to the shares outstanding, thus excluding the shares held directly by EXOR. 

In view of the appointment of the new directors of EXOR, whose term of office will expire concurrently with the shareholders’ meeting that will approve the 2014 financial statements, the board of directors has proposed to fix the number of board members at 15 in order to ensure the presence of an adequate number of non-executive directors and ensure that the board has sufficient resources in terms of experience, competence and professional skills. The board also recommended the appointment of a suitable number of independent directors, whose appointments, like those of the members of the board of statutory auditors, are also expiring, will be based on the slates of candidates and the percentage of capital necessary for the presentation of the slates which, according to what has recently been published by Consob should not be less than 1% of EXOR ordinary shares.

On May 4, 2015 the shareholder Giovanni Agnelli e C. S.a.p.az. filed the following slate of candidates for the renewal of EXOR’s board of directors: 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), Ruthi Wertheimer (Independent Director), Giuseppina Capaldo (Independent Director).

A group of international and domestic investment management companies and institutional investors that owns 1.02% of EXOR shares filed the following slate: Giovanni Chiura (Independent Director).

Furthermore, the said shareholder, Giovanni Agnelli e C. S.a.p.a.z., has filed the following slate of candidates for the appointment to EXOR’s Board of Statutory Auditors: Section 1 (candidates as Standing Auditors): Sergio Duca, Nicoletta Paracchini, Paolo Piccatti; Section 2 (candidates as Alternative Auditors): Ruggero Tabone, Giovanna Campanini.

The same group of international and domestic investment management companies and institutional investors, owning 1.02% of EXOR shares filed the following slate: Section 1 (candidate as Standing Auditor): Enrico Maria Bignami; Section 2 (candidate as Alternative Auditor): Anna Maria Fellegara.

The Board also approved the Compensation Report pursuant to art. 123-ter of Legislative Decree 58/1998 and a new Incentive Plan which conforms to international best practices and has the purpose of aligning the compensation of the Directors with that of the Company’s strategic corporate objectives. The Plan allows the Directors to choose to participate in the Incentive Plan 2015 as an alternative to 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 take part in the Plan, subject to the continuation of the mandate of director at the date the shares vest 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 not have any dilution effects. The information document relating to the Plan will be made available to the public within the time limit established by law.

The Board also resolved to put forward a proposal to the shareholders’ meeting for the renewal of the authorization for the purchase and disposal of EXOR treasury stock. The authorization would allow the Company to purchase and dispose of 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 €500 million. Consequently the resolution passed for the purchase and disposal of treasury stock approved by the shareholders’ meeting on May 22, 2014, for the part not used, is revoked.

Finally, as part of the strategy already in effect for the extension of the maturity of its debt in order to give EXOR access to new funding for the prosecution of its activities, the Board approved the possibility of issuing by March 31, 2016 one or more bonds for a total amount not in excess of €3 billion, or the equivalent in another currency, to be placed with institutional investors, with the public or directly by private placement. Following this decision, which ensures that EXOR will have flexibility, the Company will decide each time as to the opportunities offered by the market and fix the maturities and amounts of any bond issue.

Investment in PartnerRe

On April 14, 2015 EXOR announced that it had submitted a proposal to the board of directors of PartnerRe (company operating in the reinsurance market) to acquire 100% of the ordinary shares of the company for $130 per share in cash, for a total of $6.4 billion.

EXOR’s proposal represents a premium to the implied value per share for PartnerRe under the amalgamation agreement between PartnerRe and another operator in the sector AXIS Capital Holdings Limited (AXIS) and provides PartnerRe shareholders with a superior value and greater certainty since it is all in cash, fully financed and does not require a capital increase by EXOR nor a vote by its shareholders.

The proposal is subject to limited confirmatory due diligence, termination of PartnerRe’s agreement with AXIS, execution of definitive agreements and approval by PartnerRe’s shareholders.

EXOR’s objective is to further develop PartnerRe’s world leading reinsurer position, as a private company focusing on its long-term prospects, better managing the volatility of the reinsurance cycle and proactively seizing market opportunities.

On May 4, 2015 the board of directors of PartnerRe refused the proposal from EXOR and decided to accept the revised transaction from AXIS after abandoning its prior agreement, confirming its recommendation to the shareholders of PartnerRe to cast a favorable vote on the amalgamation with AXIS.

On the same day, EXOR issued a press release in which, after taking note of the decision by the board of directors of PartnerRe to abandon its original agreement with AXIS and accept a revised but still inferior transaction from Axis, in preference to EXOR’ own proposal, EXOR expressed its determination to pursue its transaction on the proposed terms and is fully committed to achieving its rapid completion.

Commercial Register No.64236277 Legal notes | Credits