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EXOR's Dutch base could allow Agnellis to cut stake without losing control
August 22, 2016 / 4:10 PM / a year ago

EXOR's Dutch base could allow Agnellis to cut stake without losing control

MILAN, Aug 22 (Reuters) - The move by EXOR to switch its base to the Netherlands could allow Italy’s Agnelli family to reduce its majority stake without losing its grip on the holding company that controls Fiat Chrysler, a document showed.

* EXOR, the Agnellis’ investment vehicle, said last month that it would register as a Dutch company via a cross-border merger to streamline its structure and make it easier to carry out acquisitions and raise funds.

* The new holding company, EXOR Holding N.V., will adopt a loyalty voting scheme to reward long-term investors. Shareholders who still own EXOR stock five years after the move will be given a fivehold increase in voting rights per share. That will double for owners who stick around for a decade.

* Under new bylaws proposed for EXOR N.V. and spelt out in a document published on Friday, any extraordinary measures, including future mergers or spin-offs, can be approved by investors holding two thirds of the voting rights, irrespective of the proportion of share capital they represent.

* At the moment, extraordinary decisions require the presence of shareholders representing at least 50 percent of EXOR’s share capital and the rubber stamp of two thirds of the share capital represented at the meeting.

* The loyalty scheme and bylaw change suggest EXOR’s main investor, Giovanni Agnelli & C (GAC), could cut its nearly 53 percent stake to a much lower holding and still control votes at future EXOR shareholder meetings.

* GAC has not said what it plans to do with its EXOR stake. However, as part of the proposed cross-border merger into EXOR N.V., GAC has committed to buy EXOR residual withdrawn shares for up to 100 million euros ($113 million).

* EXOR’s proposed transfer follows similar moves at its major businesses, including Fiat Chrysler, luxury group Ferrari and tractor maker CNH Industrial, which are all registered in the Netherlands. ($1 = 0.8839 euros)

Reporting by Agnieszka Flak; Editing by David Goodman

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