Significant events

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

Covid-19 pandemic

During the first half of 2020, the Covid-19 virus spread worldwide and was declared a pandemic by the World Health Organization on 11 March 2020. The virus, causing potentially deadly respiratory tract infections, has negatively affected and continues to negatively affect economic conditions regionally as well as globally, disrupt operations in countries particularly exposed to the contagion, affect supply chains or otherwise impact EXOR’s businesses.

Governments around the world imposed travel bans, quarantines, restrictions on travel and the movement and gathering of people, as well as restrictions on commercial activity and other emergency public safety measures, some of which are still applicable or partly withdrawn.

As the severity of the Covid-19 pandemic became apparent, EXOR companies took actions to protect their employees and communities, as well as strengthen their financial position and limit the impact on their financial performance. FCA, CNH Industrial and Ferrari temporarily suspended productions (as of today partially restarted) across the majority of their manufacturing plants and certain other activities and implemented remote working arrangements, where feasible, across all regions. In addition, all sport events and activities in which Juventus is involved were temporarily suspended and then restarted and completed in the second half of 2020.

These measures, though temporary in nature and only partially lifted as a function of the decisions adopted by the governments in countries where such companies operate, may either continue, be reintroduced or increase depending on future developments with regards to the pandemic which are currently unknown.

Given the uncertainty linked to market conditions and restrictions on operating activities that could be implemented as a result of the future evolution of the pandemic, Ferrari has revised its guidance for 2020, while FCA and CNH Industrial have withdrawn their 2020 guidance and decided not to distribute an ordinary dividend in 2020 in relation to fiscal year 2019. Such decisions, adopted by the board of directors of FCA and CNH Industrial, do not significantly impact the strength of EXOR’s balance sheet.

The ultimate severity of the Covid-19 outbreak is uncertain at this time and therefore EXOR cannot reasonably estimate the impact it will have on its operations and results and on the operations and results of its operating subsidiaries.

Juventus Football Club capital increase

On 10 January 2020 Juventus Football Club completed the execution of the capital increase proposed by its board of directors on 30 September 2019 and approved by the extraordinary shareholder meeting on 24 October 2019, with a full subscription of the share capital increase. After this operation, EXOR (that subscribed its portion) continues to hold 63.77% of the share capital.

PartnerRe - Covéa

On 3 March 2020 EXOR signed a Memorandum of Understanding for the sale of PartnerRe to Covéa, a leading French mutual insurer. 

The Memorandum of Understanding provided for EXOR to receive a total cash consideration of $9 billion plus a cash dividend of $50 million, to be paid before closing.

On 12 May 2020 EXOR communicated that its board of directors acknowledged Covéa’s notice that Covéa would have not honored its commitment to acquire PartnerRe in accordance with the terms of the Memorandum. The EXOR board reiterated its strong belief that a sale of PartnerRe to terms inferior to those established in the Memorandum of Understanding failed to reflect the value of the company. EXOR reaffirmed its commitment to support PartnerRe’s development and retain ownership of the company.

Investment in VIA Transportation Inc.

On 30 March 2020 EXOR signed an agreement with Via Transportation Inc. (Via), under which EXOR would invest a total amount of $200 million to acquire an 8.87% stake in Via on a fully-diluted basis. On 16 April 2020, following receipt of US antitrust approval, EXOR announced the completion of its investment.

Via is a highly successful, rapidly growing technology company specializing in the dynamic, data-driven optimization of public mobility systems in cities all around the world.

The business, founded in 2012 by Daniel Ramot and Oren Shoval, first launched its innovative technology platform by providing an on-demand, shared-ride transit service in New York City in 2013.

EXOR will support Via in the next stage of its development that will involve further extending the proven power of the Company’s proprietary technology platform from the B2C to the B2B environment, changing the way people move around the cities wherever Via is present.

Issue of non-convertible bond due on 29 April 2030

On 29 April 2020 EXOR N.V. issued bonds for a nominal amount of €500 million, maturing on 29 April 2030 with a fixed annual coupon of 2.25%. The bonds are listed on the Luxembourg Stock Exchange for trading on the 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 23 April 2020, following receipt of the approval from the competent authorities, EXOR, through its fully owned subsidiary Giano Holding S.p.A., finalized the acquisition of the stake in GEDI owned by CIR (43.78% of the issued share capital) for a total consideration of €102 million (at the price of €0.46 per share).

At the end of April 2020 Giano Holding also acquired the GEDI shareholdings owned by Mercurio S.p.A., Sia Blu S.p.A. and Giacaranda Maria Caracciolo di Melito Falck, at the price of €0.46 per share, for a total consideration of €26 million.

With the completion of the above transactions, EXOR acquired control over GEDI and launched, through Giano Holding S.p.A., a mandatory tender offer to acquire all of the ordinary shares of GEDI, at the price of €0.46 per share.

The mandatory tender offer successfully concluded on 30 June 2020 reaching the requirement for the delisting of GEDI in accordance with Italian law. At 30 June 2020 Giano Holding S.p.A. held 92% of the GEDI share capital (taking into account the treasury shares), for a total consideration of €207 million, including €14 million relating to shares previously held by EXOR.

For further information regarding the completion of the transaction and the delisting of GEDI, that occurred in August 2020, refer to section “Subsequent events and 2020 outlook”.

Approved resolutions at the Annual General Meeting of Shareholders held on 20 May 2020

The EXOR Annual General Meeting held on 20 May 2020 adopted the 2019 Annual Report and approved the dividend distribution of €0.43 per outstanding share, for a maximum distribution of approximately €100 million.

The Annual General Meeting also approved the amendment of the remuneration policy of the board of directors to align such policy with the new statutory requirements of the EU Shareholder Rights Directive.

The Annual General Meeting also reappointed Mr. John Elkann as executive director with title Chief Executive Officer (CEO) and Chairman, for a term of three years. Additionally, the AGM reappointed for a term of three years Mr. M. Bolland as non-executive director with the title of Senior Non-Executive Director, and each of Mr. A. Agnelli, Mr. J. Bae, Ms. M. Bethell, Mrs. L. Debroux, Mrs. G. Elkann, Mr. A. Horta-Osório and Mr. A. Nasi as non-executive directors.

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

EXOR credit rating by Standard & Poor’s

On 27 May 2020 Standard & Poor’s affirmed EXOR’s long-term and short-term ratings (“BBB+” and “A-2” respectively) and revised the outlook to “stable” from “positive”.

Reopening of non-convertible EXOR bond due on 14 October 2034

On 19 June 2020 EXOR announced reopening of its €300 million bonds issued on 14 October 2019 and due on 14 October 2034, increasing the amount by €200 million, with settlement date 23 June 2020. The new bonds, issued through a private placement to institutional investors with a fixed annual coupon of 1.75%, are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, with a BBB+ credit rating assigned by Standard & Poor’s.

Commercial Register No.64236277 Note legali | Credits