Significant events

SIGNIFICANT EVENTS IN 2019 

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

EXOR share buyback program

In 2019 EXOR, under the share buyback program launched on 14 November 2018, purchased on the Italian Stock Exchange 3,646,822 ordinary shares for a total invested amount of €207 million.

At 31 December 2019 EXOR held in total 9,412,215 ordinary shares in treasury (3.91% of total issued share capital), of which 4,878,332 ordinary shares acquired under such program in 2018 and in 2019.

Spin-off of commercial vehicles and powertrain segments from CNH Industrial

On 3 September 2019 EXOR announced its strong support to the CNH “Transform 2 Win” plan that includes the spin-off by early 2021 of CNH Industrial’s ‘On-Highway’ assets (commercial vehicles and powertrain segments), to be listed alongside the Group’s ‘Off-Highway’ assets (agriculture, construction and specialty segments), resulting in two distinct world leading businesses, each focused on creating value in their respective areas of activity. 

Issue of non-convertible bond due October 2034

On 14 October 2019 EXOR N.V. issued bonds for a nominal amount of €300 million, maturing in October 2034 with a fixed annual coupon of 1.75%. The bonds are listed on the Luxembourg Stock Exchange’s unregulated segment (Euro MTF Market) with a BBB+ credit rating assigned by Standard & Poor’s. 

Acquisition of the controlling stake in GEDI Gruppo Editoriale S.p.A.

On 2 December 2019 CIR and EXOR N.V. signed a binding agreement for the transfer from CIR to EXOR of the controlling stake in GEDI Gruppo Editoriale S.p.A., equal to 43.78% of its total share capital, at a sale price of €0.46 per share, for a total amount of €102.4 million. Following the closing, EXOR will launch a public tender offer (Mandatory Tender Offer) via a newly incorporated vehicle, on all the outstanding GEDI shares not already owned by it at €0.46 per share.

CIR intends to reinvest in the new company in order to acquire a shareholding equal to 5% in GEDI’s fully diluted share capital.

It is expected that the transaction will be completed in the second quarter of 2020, subject to the approval of the competent authorities. 

Juventus Football Club capital increase

On 12 December 2019 EXOR N.V. paid €191.3 million to subscribe its portion of Juventus’s share capital increase, equal to 63.77%. The capital increase of Juventus for a total amount of €300 million, proposed by the Juventus’s board of directors on 30 September 2019 and approved at the extraordinary shareholders’ meeting of 24 October 2019, was completed at the beginning of 2020 with the full subscription of the share capital increase. 

Agreement for the merger between Groupe PSA and FCA

On 18 December 2019 Groupe PSA and FCA signed a binding Combination Agreement providing for a merger of their businesses (50% by Groupe PSA and a 50% by FCA) to create the 4th largest global automotive OEM by volume and 3rd largest by revenue. The proposed combined company will be an industry leader with the management, capabilities, resources and scale to successfully capitalize on the opportunities presented by the new era in sustainable mobility.

The merged entity will benefit from an efficient governance structure designed to promote effective performance, with a Board comprised of 11 members, the majority of whom will be independent. Five Board members will be nominated by FCA and its reference shareholder (including John Elkann as Chairman) and five will be nominated by Groupe PSA and its reference shareholders (including the Senior Non-Executive Director and the Vice Chairman). Carlos Tavares will be Chief Executive Officer for an initial term of five years and will also be a member of the board of directors.

The new group’s Dutch-domiciled parent company will be listed on Euronext (Paris), the Milan stock exchange (Borsa Italiana -Milan) and the New York Stock Exchange (NYSE) and will benefit from its strong presence in France, Italy and the U.S.

Under the proposed by-laws of the combined company, no shareholder would have the power to exercise more than 30% of the votes cast at shareholders’ meetings. It is also foreseen that there will be no carryover of existing double voting rights but that new double voting rights will accrue after a three-year holding period after completion of the merger.

A standstill in respect of the shareholdings of EXOR, Bpifrance, Dongfeng Group (DFG) and the Peugeot Family (EPF/FFP) will apply for a period of 7 years following completion of the merger, except that EPF/FFP will be permitted to increase its shareholding by up to a maximum of 2.5% in the merged entity (or 5% at the Groupe PSA level) by acquiring shares from Bpifrance and/or DFG and/or on the market.

EXOR, Bpifrance and EPF/FFP will be subject to a 3-year lock-up in respect of their shareholdings except that Bpifrance will be permitted to reduce its shareholdings by 5% in Groupe PSA or 2.5% in the merged entity.

DFG has agreed to sell, and Groupe PSA has agreed to buy, 30.7 million shares prior to closing and those shares will be cancelled. DFG will be subject to a lock-up until the completion of the transaction for the balance of its participation in Groupe PSA, resulting in an ownership of 4.5% in the new group.

EXOR, Bpifrance, Peugeot Family and Dongfeng have each irrevocably committed to vote in favor of the transaction at the shareholders’ meetings of FCA and Groupe PSA. Before closing, FCA will distribute to its shareholders a special dividend of €5.5 billion while Groupe PSA will distribute to its shareholders its 46% stake in Faurecia.

Each company intends to distribute a €1.1 billion ordinary dividend in 2020 related to fiscal year 2019, subject to approval by each company’s board of directors and shareholders. At closing, Groupe PSA shareholders will receive 1.742 shares of the new combined company for each share of Groupe PSA, while FCA shareholders will have 1 share of the new combined company for each share of FCA.

The completion of the proposed combination is expected to take place in 12-15 months from the announcement of the Combination Agreement, subject to customary closing conditions, including approval by both companies’ shareholders at their respective extraordinary general meetings and the satisfaction of antitrust and other regulatory requirements. 

EXOR’s credit ratings

On 19 December 2019 Standard & Poor’s affirmed EXOR’s long-term and short-term debt ratings at “BBB+” and “A-2” respectively and improved the outlook to “positive” from “stable”.

Commercial Register No.64236277 Legal notes | Credits