Significant events

Significant events in the first quarter of 2016 and subsequent events

Dividends and distribution of reserves received

      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(c)
PartnerRe Ltd  ordinary
2,201,062 3.42 (c)7.5(d)
EXOR S.A.'s share of dividends        16.6 
(a) Received in full, including the special dividend of $3 per share, for a total of $7.6 million (€6.7 million). (b) Drawn from the share premium reserve. (c) Drawn in part from the share premium reserve. (d) Received in full, including the special dividend of $3 per share, for a total of $6.6 million (€5.9 million).

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

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, with an investment of €103.3 million, EXOR acquired a 14.01% stake in Welltec, a global leader in the field of robotics technology for the oil and gas industry, from 7-Industries Lux S.à.r.l. (a company indirectly controlled by Ruth Wertheimer, director of EXOR).

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 14.01% of Welltec issued 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 S.A. £29.1 million (€37.4 million) representing the remaining amount due on the capital increase subscribed to in July 2015 that had not been paid in full.

Completion of the separation of RCS MediaGroup shares from FCA

With reference to the plan announced on March 2, 2016 by FCA for the creation of a major player in the publishing business and the desire to distribute its interests in the sector to its shareholders, EXOR on the same date communicated 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 one of the principal publishing groups in Europe.

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 by FCA. The signing of this agreement is subject to the closing of these transactions.

Within the context of the ITEDI-Gruppo Editoriale l’Espresso merger, and following the transactions announced by FCA, the demerger of RCS to FCA shareholders became effective on May 1, 2016; EXOR thus received 25,459,208 RCS shares, equal to an exchange ratio of 0.067746 for each FCA share held.

The sale of this investment is in progress according to market best practice for such transactions, in a timely and appropriate manner and in accordance with the applicable regulations, and will be completed by the end of the first quarter of 2017, when the merger of ITEDI and Gruppo Editoriale l’Espresso is expected.

Closing 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 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 of directors and Emmanuel Clarke as President and Chief Executive Officer. Today the board of directors of PartnerRe, besides the Chairman and Chief Executive Officer, is composed of Enrico Vellano, Brian Dowd and Patrick Thiel.

Sale of Almacantar and investment funds to PartnerRe

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 with the 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 were concluded at market prices and 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.

Resolutions by the meeting of the board of directors on April 14, 2016

In its meeting of April 14, 2016 the board of directors put forward a motion to the ordinary shareholders’ meeting to distribute dividends of €0.35 per ordinary share, for a maximum total of €82 million. The proposed dividends will become payable on June 22, 2016 (ex dividend date June 20) and will be paid to shareholders of record as of June 21, 2016. The dividends will be paid to shares outstanding, thus excluding the shares held directly by EXOR.

The board approved the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58/98 and a new Incentive Plan pursuant to art. 114-bis of the same Legislative Decree, both of which will be submitted to the shareholders’ meeting for the relative resolutions.

The objective of the new Incentive Plan, denominated Long Term Stock Option Plan 2016, is to increase the incentive and loyalty capacity of those who have an important role in EXOR, also providing for an incentive and loyalty component based on long term objectives, in line with EXOR’s strategic objectives.

The Plan will be serviced exclusively by treasury stock without any new issues and, therefore, will not have dilutive effects.

The Board passed a resolution to submit a proposal to the shareholders’ meeting for the renewal of the authorization for the purchase and disposition of EXOR ordinary shares, also through subsidiaries. This authorization would allow the purchase on the market, for 18 months after 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 disposition of treasury stock approved by the shareholders’ meeting on May 29, 2015, which in any case was not utilized, will be revoked.

The board approved the proposal to submit a motion to the special session of the shareholders’ meeting to cancel 5,229,850 treasury shares in portfolio, net of those that will be used to service the incentive plans. The shares will not be cancelled with a reduction of share capital but with the elimination of the par value of the shares and with the consequent variation of art. 5 of the bylaws. The elimination of the par value of the shares makes it possible to simplify the manner of carrying out future transactions regarding share capital and shares. Following approval the bylaws will only indicate the share capital and the number of ordinary shares which form share capital.

Within the strategy already undertaken for the extension of its debt and to provide EXOR with new financial resources to pursue its activities, the board of directors approved the possibility of issuing up to the date of April 30, 2017 one or more non-convertible bonds, for a nominal amount per unit of not less than €50 million and for a total of not more than €2 billion, or the equivalent thereof in another currency, to be placed with institutional investors either in a public form or directly in the form of private placements. Following this decision, which guarantees EXOR flexibility, the company will each time evaluate the opportunities offered by the market and determine the maturities and amounts of any bond issues.

EXOR reopened the 10-year bonds due December 2025

On May 10, 2016 EXOR reopened the €250 million bonds issued on December 22, 2015 and due December 2025, increasing the amount by €200 million. Like the bonds previously issued, the new bonds will carry an annual fixed coupon of 2.875% and will be due in December 2025.

The new bonds issued through a private placement to institutional investors yield 2.51% and will be listed on the Luxembourg Stock Exchange.

Commercial Register No.64236277 Legal notes | Credits