Significant events

SIGNIFICANT EVENTS IN 2020

Significant events below refer to EXOR N.V. and the Holdings System (1).

COVID-19 pandemic

During the year 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on commercial activity and other emergency public safety measures (some of which are still applicable or partly withdrawn).

In order to respond to the interruption of market demand by ensuring optimization of supply, Fiat Chrysler Automobiles (FCA), CNH Industrial and Ferrari temporarily suspended production across the majority of their manufacturing plants. Also, due to the current global health emergency, all sport events and activities in which Juventus is involved were temporarily suspended and then restarted 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 countries where such companies operate, may either continue, be reintroduced or increase depending on future developments with regard to the virus’ outbreak which are currently unknown. The ultimate severity of the Coronavirus 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.

The decisions adopted by the board of directors of FCA and CNH Industrial not to distribute an ordinary dividend in 2020 in relation to fiscal year 2019 in light of the impact of the Coronavirus crisis do not have adverse repercussions on Exor’s balance sheet strength and financial position.

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 (which subscribed for its portion of the capital increase) 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 did not intend to honor 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 on 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 invested a total amount of $200 million to acquire an 8.87% stake in Via on a fully-diluted basis. The investment was completed on 16 April 2020, following receipt of US antitrust approval.

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.

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

On 23 April 2020, following receipt of approval from the competent authorities, Exor, through its fully owned subsidiary Giano Holding, 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, Sia Blu 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, 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 was successfully concluded on 10 August 2020, reaching 100% of the outstanding capital of GEDI; on the same date, Borsa Italiana ordered the delisting of the ordinary shares of GEDI from the Market Telematico Azionario (MTA).

On 13 July 2020, in accordance with the agreements signed between the parties, CIR and Mercurio each acquired from Exor, at the same price as in the mandatory tender offer of €0.46 per share, a stake in Giano Holding corresponding to the 5% in transparency of the issued share capital of GEDI. The total consideration was €23 million.

At the end of 2020 Giano Holding was merged with and into GEDI and consequently Giano Holding has ceased to exist. Considering the stake previously held in GEDI and the reinvestment by CIR and Mercurio, the net consideration paid by Exor amounted to €188 million.

Issue of non-convertible bonds 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.

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 the reopening of its €300 million bond issue dated 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.

Cooperation agreement with Covéa

On 3 August 2020 Exor reached an agreement with Covéa Coopérations S.A. under which Covéa will invest a total amount of €1.5 billion with Exor and in special purpose reinsurance vehicles managed by PartnerRe.

A total amount of €750 million will be allocated for investment opportunities alongside Exor. A further total amount of €750 million, with a three to five year lock-up period, will be allocated in a number of special purpose insurance vehicles managed by PartnerRe, investing in property catastrophe and other short-tail reinsurance contracts. A €500 million investment in special purpose insurance vehicles was made on 1 January 2021, with an additional €250 million investment to be made prior to or on 1 January 2024.

Exor share buyback program

On 25 September 2020 Exor restarted the share buyback program announced on 14 November 2018 and completed on 6 November 2020. In 2020 Exor repurchased on the Italian Stock Exchange a total 605,029 ordinary shares (0.25% of the issued share capital) for a total amount of €29 million at an average price of €47.25 per share.

The share buyback program provided for the repurchase of ordinary shares for a total consideration not exceeding €300 million. Since the start of the program, Exor has acquired 5,483,361 ordinary shares (2.28% of the issued share capital) for a total consideration of approximately €297 million. This completes the share buyback program.

At 31 December 2020 Exor held in total 9,993,244 ordinary shares in treasury (4.15% of the issued share capital).

Investment in Shang Xia

At the end of December 2020, following an agreement with Hermès International announced on 9 December 2020, Exor acquired a 77.3% stake in Shang Xia for around €80 million.

Exor invested via a reserved capital increase in the holding company Full More Group that resulted in it becoming the company’s majority shareholder. Hermès, that has accompanied Shang Xia successfully throughout the initial phase of its development, will remain as an important shareholder alongside Exor and founder Jiang Qiong Er.

Commercial Register No.64236277 Note legali | Credits