Significant events

Significant events below refer to EXOR N.V. and the Holdings System.

Issue of non-convertible bonds due January 2028

On 18 January 2018 EXOR issued bond for a nominal amount of €500 million, maturing in January 2028, with a fixed annual coupon of 1.750% and an effective yield to maturity of 1.914%. The purpose of the issue was to raise new funds for EXOR’s general corporate purposes, including the repayment of certain loan facilities of the company. The notes are listed on the Luxembourg Stock Exchange and are rated BBB+ by Standard and Poor’s.

Issue of non-convertible bonds due February 2038

On 15 February 2018 EXOR issued bond for a nominal amount of €200 million, maturing in February 2038, with a fixed annual coupon of 3.125%. The purpose of the issue was to refinance short-term debt. The notes, issued through a private placement to institutional investors, are listed on the Luxembourg Stock Exchange MTF Market and are rated BBB+ by Standard and Poor’s.

Constitution of the Partners Council

On 24 May 2018 EXOR N.V. announced the constitution of a Partners Council chaired by former UK Chancellor of the Exchequer George Osborne.

The initial membership of the Partners Council is: Michael Larson - Chief Investment Officer of BMGI; Jorge Paulo Lemann - Co-Founder of 3G Capital; George Osborne, CH Editor of the London Evening Standard; Nassef Sawiris - CEO of OCI; Rob Speyer - President and CEO of Tishman Speyer; Joseph C. Tsai - Executive Vice Chairman of Alibaba Group; Mike Volpi - Co-Founder of Index Ventures; Ruth Wertheimer – Founder, Owner and Chairwoman of 7- Main.

The EXOR Partners Council brings together a group of highly successful business leaders representing a wide range of companies, nationalities, backgrounds and experiences.

This group will bring additional external experience and counsel into EXOR, which will be particularly valuable, for example, when exploring new business opportunities.

Resolutions by the shareholders’ meeting of 29 May 2018

The EXOR Annual General Meeting of 29 May 2018 adopted the 2017 Annual Accounts and approved the payment of a dividend of €0.35 on each issued and outstanding ordinary share, for a total of €82.4 million.

Effective from the Annual General Meeting Joseph Y. Bae was appointed as an independent non-executive Director, while the directors Niccolò Camerana, Lupo Rattazzi, Robert Speyer, Mike Volpi and Ruth Wertheimer stepped down as board members. The Board will maintain a majority of independent directors.

The Audit Committee consists of Melissa Bethell (Chair), Laurence Debroux and Annemiek Fentener van Vlissingen and the Compensation and Nominating Committee, as per the same date, is composed by Antonio Horta-Osorio (Chair), Joseph Bae and Alessandro Nasi.

The Annual General Meeting also approved the renewal of the authorization for the purchase and disposal EXOR’s ordinary shares on the market, for 18 months from the date of the Shareholder’s resolution, up to a maximum number of shares not to exceed the limit set by law, with a maximum disbursement of €500 million.

Finally, the Annual General Meeting approved the possibility for the Board to cancel repurchased shares held, or to be held, as treasury stock, for capital structure optimization purposes.

Constitution of EXOR Seeds

In the first half of 2018 EXOR Group promoted EXOR Seeds, a new global venture through which it plans to invest $100 million in technology startups, highly diversified by sector and geography, with a long-term investment outlook.

EXOR Euro-Commercial Paper Program

EXOR established its first Euro-Commercial Paper Program (ECP Program) on 15 May 2018 allowing it to issue short-term notes with maturity of up to 364 days and a maximum amount outstanding of €500 million.

The program enables the company to achieve greater diversification of its funding sources in the capital markets and enhance its liquidity management. The favorable conditions in the money markets have allowed the company to issue notes at an average yield of -0.21% until June 2018. At 30 June 2018 the total amount outstanding in the program was €115 million with an average maturity of 241 days.

 

Commercial Register No.64236277 Legal notes | Credits