EXOR S.p.A. (“EXOR” or “the Company”) announces the launch of a placement of up to 12 million treasury shares (corresponding to 4.87% of its issued share capital) through an accelerated book building offering to institutional investors (the “Placement”). The purpose of the Placement is to further optimize the capital structure of EXOR and is consistent with the Company’s commitments to the conservative long-term management of its finances.
EXOR’s controlling shareholder Giovanni Agnelli e C. S.a.p.az. and two other private investors have anchored the Placement with a commitment to purchase shares for an amount of € 50 million each (for an aggregate amount of €150 million) within and at the price of the Placement.
Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Mediobanca-Banca di Credito Finanziario S.p.A. and Morgan Stanley & Co. International plc are acting as joint bookrunners for the Placement.
Books will open immediately and EXOR reserves the right to close the books at any time. EXOR will announce the outcome of the Placement upon completion. As part of the transaction and in line with market practice for placements of this nature, EXOR has agreed to a 90 day lock-up period, subject to a standard M&A carve-out.
EXOR also announces that it intends to cancel all of the Company’s treasury shares that will remain after the completion of the transaction (except for those necessary to service EXOR’s stock option plans) in 2016.
In line with its intention to cancel its treasury shares, starting from January 1st 2016 EXOR will measure its performance on a NAV per share basis.
Since EXOR is controlled by Giovanni Agnelli e C., which holds 51.39% of the Company’s share capital, EXOR and Giovanni Agnelli e C. are related parties pursuant to the regulation on related party transactions adopted by Consob with resolution No. 17221 of March 12, 2010, as subsequently amended and supplemented (the “Regulation”). In particular, pursuant to the Regulation and to the internal procedure adopted by EXOR on February 10, 2015 available on EXOR’s website (www.exor.com) (the “Procedures”), the aforesaid sale of treasury shares to Giovanni Agnelli e C. would qualify as a non-significant related party transaction albeit it would be performed at conditions equivalent to market conditions. The aforesaid transaction has been approved with the favorable vote of all members of the board of directors of EXOR with the prior positive opinion of EXOR’s committee on related party transactions. As the transaction does not exceed the parameters of significance set out in Annex 3 of the Regulation and in Article 3 of the Procedures, EXOR will not file an information document concerning this transaction in accordance with the Regulation and the Procedures.
EXOR (Bloomberg: EXO IM, Reuters: EXOR.MI) is one of Europe’s leading investment companies and is controlled by the Agnelli Family. With a NAV (Net Asset Value) of over €12 billion, EXOR focuses on global businesses primarily based in Europe and in the U.S. and actively participates in building its companies for the long term.
The information contained in this announcement is for background purposes only. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities. This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement has been issued by and is the sole responsibility of EXOR. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Morgan Stanley & Co. International plc, Deutsche Bank AG, London Branch, Mediobanca – Banca di Credito Finanziario S.p.A. and Citigroup Global Markets Limited (the “Managers”) or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
In connection with any offering of the shares of EXOR (the “Shares”), the Managers and any of their affiliates acting as investors for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition the Managers or their affiliates may enter into financing arrangements and swaps with investors in connection with which the Managers (or their affiliates) may from time to time acquire, hold or dispose of Shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Shares. Any investment decision in connection with the Shares must be made solely on the basis of all publicly available information relating to EXOR and the Shares (which has not been independently verified by the Managers).
The Managers are acting on behalf of EXOR and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to clients of the Managers nor for providing advice in relation to any offering of the Shares.
Citigroup Global Markets Limited, Deutsche Bank AG - London Branch, Mediobanca-Banca di Credito Finanziario S.p.A. and Morgan Stanley & Co. International plc may participate in the Placement on a proprietary basis.