Significant events

Significant events in the third quarter of 2016 and subsequent events

Reorganization of FCA editorial holdings

On August 1, 2016 Gruppo Editoriale l’Espresso S.p.A. (GELE) and Italiana Editrice S.p.A. (ITEDI) announced the signing of a framework agreement, which sets out the terms of the proposed integration between the two companies. The agreement was also signed by CIR S.p.A. (CIR), controlling shareholder of GELE, as well as FCA and Ital Press Holding S.p.A., controlled by the Perrone family, the shareholders of ITEDI. The combination will result in creation of the leading player in the Italian media and newspaper publishing sector and one of the leaders in Europe. Under the agreement, FCA and Ital Press will transfer 100% of their ITEDI shares to GELE in exchange for newly-issued reserved shares. Upon completion of the transaction, CIR will hold a 43.4% ownership interest in GELE, with FCA holding 14.63% and Ital Press 4.37%. As soon as practicable following completion, FCA will distribute its entire interest in GELE to holders of FCA common stock. That distribution will result in EXOR acquiring a 4.26% interest in GELE. In conjunction with the merger agreement, CIR also entered into two shareholder agreements with deferred effect with FCA and Ital Press relative to their respective future shareholdings in GELE. In addition to CIR’s undertaking to vote for the proposed transaction at the GELE shareholder meeting, to be convened at the proper time, the parties also undertake, with effect from the completion date of the merger, to appoint John Elkann and Carlo Perrone to the GELE Board of Directors, and grant CIR the right to appoint the Chairman and Chief Executive Officer.

FCA also undertakes, for the duration of the shareholder agreement, not to transfer its shares in GELE that are subject to the terms of the agreement. The agreement between CIR and FCA will expire upon distribution by FCA of its shares in GELE to holders of FCA common stock. Concurrent with the expiry of the CIR-FCA shareholder agreement, a new shareholder agreement will take effect between CIR and EXOR. The terms of that agreement include obligations of mutual consultation in advance of any GELE shareholder meeting, undertakings from CIR relating to the appointment and permanence to GELE’s Board of Directors of a representative designated by EXOR, undertakings from EXOR to present and vote for a single voting list jointly with CIR for elections to GELE’s Board of Directors and an undertaking from EXOR, for the duration of the agreement, not to transfer the shares subject to the terms of the agreement (with the exception of transfers to other members of the EXOR group).

Both the CIR-EXOR and CIR-Ital Press shareholder agreements will remain in force for a period of three years.

Completion of the transaction is expected during the first quarter of 2017.

Approval of the plan for the cross-border merger of EXOR in EXOR Holding N.V.

On September 3, 2016 the extraordinary meeting of the shareholders of EXOR approved the cross-border merger of EXOR with and into EXOR Holding N.V., a wholly-owned Dutch subsidiary of EXOR, which will, upon effectiveness of the merger, be renamed EXOR N.V. and become the new holding company of the Group. As a result of the merger, each shareholder of EXOR will receive 1 EXOR Holding N.V. ordinary share for each EXOR share owned. EXOR Holding N.V. ordinary shares will be listed exclusively on the Mercato Telematico Azionario managed by Borsa Italiana (MTA). EXOR Holding N.V. will also adopt a loyalty voting structure designed to incentivize long-term share ownership on the basis of which for each EXOR Holding N.V. ordinary share held without interruption for a period of 5 years, shareholders will be entitled to 5 voting rights, and for each EXOR Holding N.V. ordinary share held without interruption for a total of 10 years, shareholders will be entitled to 10 voting rights. The exercise period for withdrawal rights by EXOR shareholders expired on September 22, 2016, with withdrawal requests received for 1,170 shares, for a total amount of €36,544.716. The period established for opposition rights by creditors expired on November 8, 2016, no withdrawal requests received. The shares withdrawn were offered on a pre-emptive basis to other shareholders of EXOR at the liquidation price (€31.2348 per share); these shareholders expressed their intention to purchase all 1,170 shares for which the withdrawal right was exercised. Subject to the effectiveness of the merger, the shares purchased will be delivered to the buyers against payment of the liquidation price of €31.2348; on the same date the withdrawing shareholders will receive the liquidation price to which they are entitled. It is envisaged that the completion of the merger and the start of trading of EXOR N.V. ordinary shares on the MTA will occur by the end of December 2016. The merger will not have an impact on EXOR’s subsidiaries, whose industrial and fiscal commitments will remain unchanged, in each of the countries in which they operate.

Sale of Arenella Immobiliare

On July 30, 2016 EXOR concluded the sale of its entire investment in Arenella Immobiliare with proceeds of €22 million.

Commercial Register No.64236277 Legal notes | Credits