EXOR SPA Turin, April 14, 2016
PRESS RELEASE
EXOR'S Board of Directors approves 2015 results12/31/2015 | 12/31/2014 | Change | |
NAV | |||
EXOR's Net Asset Value | 12,318 | 10,164 | +2,154 |
€ million
EXOR GROUP - Consolidated data prepared in shortened form (a) | 2015 | 2014 | Change |
Profit attributable to owners of the parent EXOR | 744.5 | 323.1 | +421.4 |
At 12/31/2015 | At 12/31/2014 | Change | |
Equity attributable to owners of the parent EXOR | 10,138.4 | 7,995.0 | +2,143.4 |
Consolidated net financial position of the "Holdings System" | 1,336.8 | 562.5 | +774.3 |
(a) Basis of preparation indicated in attached statements.
The EXOR board of directors' meeting, chaired by John Elkann, met today in Turin and approved the consolidated financial statements and the draft separate financial statements at December 31, 2015 which will be submitted for approval to the shareholders' meeting set for the date of May 25, 2016.
At December 31, 2015 EXOR's NAV (Net Asset Value) was €12,318 million, an increase of €2,154 million (+21.2%) over €10,164 million at December 31, 2014. The change in NAV compared to the MSCI World Index in Euro is presented below.
The EXOR Group closed the year 2015 with a consolidated profit of €744.5 million; the year 2014 ended with a consolidated profit of €323.1 million. The positive change of €421.4 million can principally be ascribed to the increase in net gains of
€632.1million (of which €521.3 million relates to the sale of C&W Group shown in profit from discontinued operations), partially offset by the decrease in the share of the profit (loss) of investments of €177.6 million.
At December 31, 2015 the consolidated equity attributable to owners of the parent amounts to €10,138.4 million and is a net increase of €2,143.4 million compared to
€7,995 million at year-end 2014. The increase derives from the consolidated profit (+€744.5 million), the sale of EXOR treasury stock (+€508.5 million), the share of the increase in the equity attributable to owners of FCA owing to the sale on the market of 10% of Ferrari common shares (+€255 million), exchange differences on translating foreign operations (+€312.3 million), other reserves (+347.1 million) and net positive changes (+€53.8 million), partially offset by the payment of dividends (-€77.8 million).
The consolidated net financial position of the Holdings System at December 31, 2015 is a positive €1,336.8 million, with a positive change of €774.3 million compared to the balance of €562.5 million year-end 2014. The positive change is primarily due to sales and reimbursements (+€1,877.4 million, including C&W Group for €1,134.2 million and the placement of EXOR treasury stock for €508.5 million), partially offset by investments (-€ 1,142 million, including 9.9% of PartnerRe for €553.2 million and 27.8% of The Economist Group for €398.2 million).
In the separate financial statements, EXOR S.p.A. closed the year 2015 with a profit of
€2,551.3 million (€51.8 million in 2014). The positive change is primarily due to higher dividends of €2,422.7 million and the reduction in net financial expenses which in 2015 show a net financial income of €0.6 million.
The board of directors put forward a proposal to the Annual General Meeting of the shareholders convened to approve the separate financial statements for the year ended December 31, 2015, for the payment of dividends per share of €0.35 for a total of €82 million to the 234,346,104 ordinary shares outstanding on the same date. In 2015 EXOR paid dividends per share of € 0.35 to the 222,346,104 ordinary shares outstanding from the profit for the year ended December 31, 2014, for a total of €77.8 million.
The proposed dividends will become payable on June 22, 2016 (ex-dividend date June
20) and will be paid to the shares of record as of June 21, 2016 (record date).
All the listed subsidiaries have already published their accounting data relating to 2015. EXOR's 2015 Annual Report, which will be available at the head office of the company and on the website www.exor.com in the time frame established by law, presents comments on the performance of all the principal subsidiaries and associates.
During 2015 the EXOR Group manifested its intention to acquire the entire investment in PartnerRe Ltd, a Bermudian company operating in the reinsurance business, and submitted a specific proposal (and subsequent amendments) to the board of directors of the company. In this context, the EXOR Group acquired 9.9% of outstanding
common shares on the market for an equivalent amount of approximately
€553 million, becoming the largest shareholder of the company.
The acquisition proposal, which provided for the merger of Pillar Ltd (a 100%-owned subsidiary of EXOR S.p.A. through EXOR N.V., specifically incorporated under the laws of Bermuda) with and into PartnerRe, recognized a special dividend of $3 per share to all PartnerRe common shares, plus cash consideration of $137.50 per share to common shareholders other than EXOR. The same proposal recognized enhanced terms to PartnerRe preferred shareholders: the choice to exchange the existing shares with shares that are non-callable before January 2021 and with a higher dividend rate (+100 basis points until January 2021) or the immediate equivalent economic value.
The merger agreement was signed by Pillar, EXOR S.p.A., EXOR N.V. and the board of directors of PartnerRe on August 2, 2015, amended on August 31, 2015, and definitively ratified by the special general shareholders' meeting held on November 19, 2015.
The acquisition of PartnerRe was completed on March 18, 2016. The total payment made by EXOR at the closing was $6,108 million (€5,415 million) of which $6,065 million (€5,377 million) was paid to common shareholders and $43 million (€38 million) to preferred shareholders, as immediate economic value in lieu of the higher dividend rate. As of the closing date EXOR indirectly became, through EXOR N.V., owner of 100% of the common shares of PartnerRe.
On March 24, 2016 the board of directors of PartnerRe announced the appointment of John Elkann as Chairman of the board and Emmanuel Clarke as President and Chief Executive Officer. At that date the board of directors of PartnerRe, besides the Chairman and Chief Executive Officer, is composed of Enrico Vellano, Brian Dowd and Patrick Thiele.
On September 1, 2015 EXOR S.A. finalized the sale of its entire investment in Cushman & Wakefield to DTZ, a company owned by an investor group composed of TPG Capital, PAG Asia Capital and Ontario Teachers' Pension Plan.
The transaction establishes a total enterprise value for Cushman & Wakefield of
$2,042 million and generated proceeds for EXOR S.A. of $1,277.6 million (€1,137 million) and a net gain of approximately $718 million equal to €639 million (€521.3 million at the consolidated level).
On October 16, 2015 EXOR S.A. closed the acquisition of 6.3 million (or 27.8%) ordinary shares and 1.26 million (or 100%) B special shares in The Economist Group from Pearson Group plc for total consideration of £291.2 million (€398.2 million), of which £4.2 million (€5.7 million) represents the deferred price.
Following this transaction EXOR S.A. became the single largest shareholder of The Economist Group and after completion of the separate share buyback announced by The Economist Group of Pearson's remaining ordinary shares that was concluded on March 23, 2016, EXOR S.A.'s investment in The Economist Group increased to 43.4% of outstanding capital.
On November 11, 2015 EXOR successfully completed the placement, through an accelerated book building offering to institutional investors, of 12 million treasury shares corresponding to 4.87% of its share capital, for a total gross amount of €511.2 million.
In the context of the placement, EXOR's controlling shareholder Giovanni Agnelli e
C. S.a.p.az. and two other private investors purchased treasury shares for an amount of
€50 million each, at the placement price. Following the settlement of the placement, Giovanni Agnelli e C. S.a.p.az, owns 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 the price of €42.60 per share, equal to a discount of 4.99% on the closing market price on the transaction date.
Following this sale EXOR holds approximately 4.83% of share capital. In 2016 EXOR will cancel the remaining treasury shares except for those treasury shares necessary to service EXOR's stock options plans.
On December 3, 2015 EXOR finalized the issue of bonds for a nominal amount of
€750 million maturing December 2022, with an issue price of 99.499% and a fixed annual coupon of 2.125%.
On December 22, 2015 EXOR finalized, through a private placement with qualified investors, the issue of bonds of €250 million maturing December 22, 2025, with an issue price of 98.934% and a fixed annual coupon of 2.875%.
The bonds, listed on the Luxembourg Stock Exchange, have been assigned a credit rating of BBB+ by Standard & Poor's rating agency.
The purpose of the two issues is to provide EXOR with new financial resources as part of the company's strategy which includes the refinancing of the acquisition of PartnerRe.
On December 23, 2015 EXOR and Piero Ferrari signed a shareholders' agreement relating to their respective investments arising from the separation of Ferrari N.V. from Fiat Chrysler Automobiles N.V., namely 23% for EXOR and 10% for Piero Ferrari, of Ferrari's post-separation share capital (corresponding, respectively, to approximately 33% and 15% of voting rights).
The shareholders' agreement, which became effective on January 4, 2016, includes a consultation commitment with the aim of forming and exercising a common view on the items on the agenda of any general meetings of Ferrari shareholders, and certain obligations in case of transfers of the shares in Ferrari to third parties, including a pre- emption right in favor of EXOR and a right of first offer of Piero Ferrari. The shareholders' agreement will have an initial duration of five years from the effective date of the separation, provided that if neither of the parties terminates the shareholders' agreement, then the shareholders' agreement shall be renewed automatically for another five year period.
The separation of the Ferrari business from the FCA Group was completed on January 3, 2016.
FCA shareholders received one common share of Ferrari for every ten FCA common shares held. In addition, holders of FCA mandatory convertible securities received 0.77369 common shares of Ferrari for each MCS unit of $100 in notional amount. The Ferrari common shares issued were 193,923,499. In addition, FCA shareholders participating in the company's loyalty voting program received one special voting share of Ferrari for every 10 special voting shares of FCA held.
EXOR, with its 375,803,870 FCA common shares held, received 37,580,387 Ferrari
N.V. common shares and the same number of special voting shares. At the closing of
EXOR S.p.A. issued this content on 14 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 14 April 2016 14:05:41 UTC
Original Document: http://www.exor.com/dms/05_Media/01_Comunicati_Stampa/2016/61_CS_14042016/CdA_14apr2016_en.pdf
