INFORMATION DOCUMENT Drawn up Pursuant to Article 70, Paragraph 6 of the Regulations Adopted by Consob with Resolution No
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INFORMATION DOCUMENT drawn up pursuant to Article 70, paragraph 6 of the regulations adopted by Consob with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented LEGAL NOTICE This document is an informal courtesy translation of the original Italian document and has been prepared for reference purposes only. The only official document is the document in the Italian language. Please note that in case of any inconsistency between this version in English and the original document in Italian, the latter will prevail. regarding the cross-border merger between EXOR S.p.A. (as disappearing entity) and EXOR HOLDING N.V. (as acquiring entity) (which will be renamed “EXOR N.V.”). THE OFFICIAL VERSION OF THIS INFORMATION DOCUMENT WAS PUBLISHED IN ITALIAN ON AUGUST 19. THIS TRANSLATION IS PROVIDED SOLELY FOR THE CONVENIENCE OF NON- ITALIAN READERS. Information Document made available on 19 August 2016 EXOR S.p.A. Share capital euro 246,229,850 fully paid-up Registered Offices in via Nizza, 250, Turin Turin Register of Companies 00470400011 Disclaimer This Information Document is not intended to be an offer for sale or a solicitation of an offer to subscribe for or purchase or an invitation to purchase or subscribe for any share or a solicitation to vote in any jurisdiction as a consequence of the operations proposed or otherwise, nor will there be any sale, issue or transfer of shares in any jurisdiction in violation of the applicable law. No offer of shares will be made. This information Document does not constitute a public offer in Italy pursuant to Article 1 para t) of Legislative Decree 58 dated 24 February 1998 as subsequently modified. The provision, publication or distribution of this Information Document in some jurisdictions could be restricted by law and accordingly the persons in those jurisdictions in which this Information Document is issued, divulged or distributed should seek guidance and comply with such legal restrictions. This Document may not be transmitted or distributed to any person or address in Australia, Japan, Canada or the United States of America or in any other country in which the issue of the securities mentioned in this Information Document, and/or the offer of the same to investors resident in those countries is not permitted in the absence of specific authorisations on the part of the competent authorities. Failure to observe this instruction may constitute a violation of the 1933 Securities Act or of the applicable laws of other jurisdictions. This Document is not intended to constitute an offer or sale to persons in the United States of America as defined under the 1933 Securities Act of the United States of America as subsequently modified (The “Securities Act”) or a solicitation to vote at the Extraordinary Shareholders’ Meeting to which reference is made in this document. The shares to which reference is made in this Information Document have not been and are currently not intended to be registered for the purposes of the Securities Act or of other state laws regarding the shares and any statement to the contrary is a violation of the law. The shares to which reference is made in this Information Document may not be offered or sold in the United States of America or to, on behalf of or for the benefit of, persons resident in the United States of America, each as defined in Regulation S of the Securities Act. Forecasts and estimates Certain statements in this Information Document, when they are not statements about historic facts, constitute forward looking statements even if not specifically stated to be such. Such statements may include terms like “could”, “intends”, “expects”, “projects”, “believes”, “should”, “undertakes”, “estimates”, “foresees”, “considers”, “remains”, “project”, “purpose”, “objective”, “aim”, “forecast”, “projection”, “outlook”, “plan” or similar expressions including, as non-exhaustive examples, the plans, intentions and expectations relating to the Operation described in this Information Document, the financing of the Operation as well as the results, benefits, synergies, profitability, costs, timing and other matters which are expected with regard to the Operation. Forward looking statements relate to future and not historic events and are not guarantees of future performance. Such statements are based on current expectations and on projections concerning future events and, by their nature, relate to questions which are, to some extent, uncertain and subject to inherent risks and uncertainties. The statements relate to events and depend on circumstances which may or may not occur or be present in the future and, as such, should not be relied upon. Actual results may differ substantially from those expressed in the statements as a result of a variety of factors, including changes in general economic, financial or market conditions and other changes in business conditions, changes in raw material prices, changes in the level of demand, changes in the financial performance of the main customer industries of EXOR’s operating investments, changes in the regulatory and institutional environment (in Italy and in other territories) and many other factors most of which are beyond EXOR’s control. EXOR expressly declines and will not accept any responsibility for errors and/or inaccuracies relating to any of the forward looking statements and/or in relation to any use by any party of such forward looking statements. Any forward looking statement contained in this Information Document refers to the date of the latter document. EXOR assumes no obligation to update, review or correct its forward looking statements in the light of events that have occurred or for other reasons. Names, organisations and company names contained herein may be the brands of their respective owners. This Information Document does not constitute investment advice, or an offer, solicitation, recommendation or invitation to acquire or sell financial products and/or provision of any kind of financial services as disciplined in the various jurisdictions. 2 CONSOLIDATED SUMMARY FINANCIAL INFORMATION FOR THE YEARS ENDED 31 DECEMBER 2015 AND 2014 The tables below provide a summary of the consolidated financial data and per share data of the EXOR Group for the financial years that ended on 31 December 2015 and 31 December 2014. The Merger will have no impact on the consolidated financial statements of the EXOR Group and, after the Merger has become effective, the activities of EXOR HOLDING NV will be the same as those of EXOR before the Merger. From the date of its incorporation, the activities of EXOR HOLDING NV have been confined solely to activities preparatory to the Operation, and it not envisaged that the Company will carry out any other activity until the Effective Date of the Merger. At the Date of this Information Document, EXOR HOLDING NV does not have significant assets or liabilities. After the Merger, EXOR HOLDING NV will prepare its consolidated financial statements in accordance with IFRS. Based on IFRS, the Merger consists of the reorganisation of existing companies, which does not give rise to any change of control, and thus does not fall within the sphere of application of IFRS 3 - Business Combinations. As a result, the assets and liabilities of EXOR will be recognised by EXOR HOLDING NV at the book value reported in the consolidated financial statements of EXOR before the Operation. The summary information reported below was extracted from, respectively, the audited consolidated financial statements of the EXOR Group at 31 December 2015 and 2014 approved by the board of directors of EXOR on 14 April 2016 and 14 April 2015 respectively. Shortened consolidated financial information is also provided applying the “shortened consolidation criteria”. According to this method the financial statements or accounting data drawn up in accordance with IFRS by EXOR and by the subsidiaries in the “Holdings System” are consolidated line by-line; the investments in the operating subsidiaries and associates (FCA, CNH Industrial, Ferrari The Economist Group, Juventus Football Club, Arenella Immobiliare and Almacantar Group) are accounted for using the equity method on the basis of their financial statements or accounting data drawn up in accordance with IFRS. The statements are prepared using the “shortened” criteria, in order to facilitate the analysis of the financial position and results by the financial community. Reference should be made to Section 4 of this Information Document for further financial information on EXOR as the company to be merged. Consolidated financial information € millions 2015 2014 Change Net revenues 136,360 120,102 16,258 Profit before taxes 1,054 2,199 (1,145) Profit for the year 865 1,276 (411) Profit attributable to owners of the parents 744 323 421 (Euro) Earning per share – basic 3.33 1.27 2.06 Earning per share – diluted 3.32 1.25 2.07 € millions 2015 2014 Change Total assets 156,895 150,509 6,386 Total equity 26,114 22,321 3,793 Issued capital and reserves attributable to owners of the parent 10,138 7,995 2,143 (Euro) Issued capital and reserves attributable to owners of the parent per 43.26 35.96 7.3 share 3 Consolidated financial information – Shortened € millions 2015 2014 Change Profit attributable to owners of the parent 744.5 323.1 421.4 Share of earnings of investments and dividends 218.5 387.2 (168.7) Investments and non-current other financial assets 8,805.7 7,509.2 1,296.5 Issued capital and reserves attributable to owners of the parent 10,138.4 7,995.0 2,143.4 Consolidated net financial position of EXOR's “Holdings System” 1,336.8 562.5 774.3 4 CONTENTS DEFINITIONS 8 PREAMBLE 12 1. RISK FACTORS 19 1.1. PRINCIPLE RISKS AND UNCERTAINTIES ASSOCIATED WITH THE ISSUER AND THE GROUP 19 1.2.