EXOR S.p.A. (“EXOR” or “the Company”), following its previous press release issued earlier today, announces that it has successfully completed the placement through an accelerated book building offering to institutional investors (the “Placement”) of 12 million treasury shares corresponding to 4.87% of its issued share capital, for a total gross amount of €511.2 million.
The trade date for the Placement will be 12 November 2015. The transaction will be settled by delivery of shares and payment of the consideration on 16 November 2015.
In the context of the Placement, and as previously disclosed, EXOR’s controlling shareholder Giovanni Agnelli e C. S.a.p.az. and two other private investors have purchased 1,173,708 treasury shares each, for an amount of €50 million each, at the price of the Placement. Following the settlement of the Placement, Giovanni Agnelli e C. S.a.p.az. will own no. 127,716,098 shares of EXOR, equal to 51.87% of the share capital of EXOR.
The Placement of the shares - which were acquired by EXOR at an average per share price of €14.41 - was closed at a price of €42.60 per share, equal to a discount of 4.99% with respect to today’s closing market price.
Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Mediobanca-Banca di Credito Finanziario S.p.A. and Morgan Stanley & Co. International plc acted as joint bookrunners for the Placement.
Following the settlement of the Placement, EXOR will hold 11,883,746 treasury shares equal to approximately 4.83% of its share capital. In the context of the Placement, EXOR has agreed to a 90 day lock-up period, subject to a standard M&A carve-out.
As previously announced, EXOR intends to cancel 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.
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.