Significant events

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

Creation of Stellantis

On 17 December 2019, Fiat Chrysler Automobiles N.V. (FCA) and Peugeot S.A. (PSA) entered into a combination agreement providing for the combination of FCA and PSA through a cross-border merger, with FCA as the surviving legal entity in the merger.

On 14 September 2020, FCA and PSA agreed to amend the combination agreement. According to the combination agreement amendment, the FCA extraordinary dividend, to be paid to former FCA shareholders was reduced to €2.9 billion, with PSA’s 46% stake in Faurecia planned to be distributed to all Stellantis shareholders promptly after closing following approval of the Stellantis board and shareholders.

On 4 January 2021, PSA and FCA extraordinary general shareholders meetings approved the merger.

On 16 January 2021, PSA merged with and into FCA. By virtue of the merger, FCA issued 1.742 FCA common shares for each outstanding PSA ordinary share and each PSA ordinary share ceased to exist. Each issued and outstanding common share of FCA remained unchanged as one common share in FCA. The surviving entity changed its name to Stellantis on 17 January 2021, which was the accounting acquisition date for the business combination.

Following the merger, Exor continues to hold 449,410,092 common shares of Stellantis, corresponding to 14.4% of the outstanding capital.

On 29 January 2021, the extraordinary dividend of approximately €2.9 billion (Exor’s share €827 million) was paid to holders of FCA common shares of record as of the close of business on Friday, 15 January 2021.

As part of the merger, Stellantis distributed to its shareholders its 39.34% stake in Faurecia and the proceeds generated by the sales of ordinary shares of Faurecia carried out in 2020. On 22 March 2021 Exor received 7,653,004 Faurecia ordinary shares (measured at €363 million) and €43 million cash dividend.

Issue of non-convertible bond due on 19 January 2031

On 19 January 2021 Exor issued bonds for a nominal amount of €500 million, maturing on 19 January 2031 with a fixed annual coupon of 0.875%. The purpose of the issue was to raise new funds for Exor's general corporate purposes, including the refinancing of existing debt. 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.

Tender offers on 2022 and 2024 Exor Bonds

On 12 January 2021 Exor launched an invitation to eligible noteholders of the Exor outstanding €750,000,000 2.125% Notes due 2022 and the Exor outstanding €650,000,000 2.50% Notes due 2024, listed on the Luxembourg Stock Exchange, to tender their notes for purchase by Exor for cash.

On 20 January 2021 Exor announced that it accepted all validly tendered notes for an aggregate nominal amount of €297,713,000. Therefore the nominal amounts outstanding after the repurchase settlement date are €601,891,000 of Notes due 2022 and €500,396,000 of Notes due 2024.

Investment in Christian Louboutin

On 8 March 2021 Exor and Christian Louboutin signed an agreement whereby Exor would invest €541 million to become a 24% shareholder in Christian Louboutin, alongside the founders and to nominate 2 of the 7 members of its board of directors. The transaction closed on 13 April 2021.

Increase in the investment in Via Transportation

In March 2021 Exor invested a total amount of $150 million (€126 million) to acquire a further 8% stake on a fully - diluted basis in Via Transportation. At 30 June 2021 Exor held 16.9% of the share capital of Via Transportation for a total amount of €294 million.

Increase in the investment in Exor Seeds

During the first half of 2021 Exor increased its investment in Exor Seeds by $147 million (€122 million).

Increase in the investment in Welltec

During the first half of 2021 Exor acquired a further 25.5% of Welltec for a total consideration of $48 million (€39 million). At 30 June 2021 Exor held 47.6% of the share capital of Welltec.

Approved resolutions at the Annual General Meeting of Shareholders held on 27 May 2021

The Exor Annual General Meeting held on 27 May 2021 adopted the 2020 Annual Report and approved the dividend distribution of €0.43 per outstanding share, for a maximum distribution of approximately €100 million.

Mr. Ajay Banga was appointed as non-executive director for a term of two years. Mr. António Horta-Osório stepped down from the Exor Board and as Chair of the Compensation and Nominating Committee and joined the PartnerRe board.

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

New appointments in Exor's committees

The Exor Board of Directors' Meeting of 27 May 2021 deliberated a series of new appointments in the Company’s committees. Marc Bolland joins as Chair of the Compensation and Nominating Committee, which also consists of Joseph Bae and Melissa Bethell. Mr. Bae and Mrs. Bethell are also part of the Audit Committee, chaired by Laurence Debroux. The newly created ESG Committee is composed of Ajay Banga (Chair), Marc Bolland and Laurence Debroux.

Creation of the new partnership between EXOR and The Word-Wide Investment Company Limited (WWICL) in NUO S.p.A.

On 16 June 2021 Exor and The World-Wide Investment Company Limited (“WWICL”), Hong Kong’s oldest family office, created a partnership between two multi-generational entrepreneurial families to invest in and support the global development of medium-sized Italian companies specialising in consumer goods excellence.

The new company, called NUO S.p.A., contributed equally by its founders, will be endowed with initial permanent capital of €300 million.

Commercial Register No.64236277 Note legali | Credits