The EGM is called to approve the merger by incorporation of Exor SpA into its wholly-owned
Dutch subsidiary Exor Holding NV. Through the transaction, Exor will change its
country of incorporation from Italy to the Netherlands. The transaction is aimed at
simplifying the Group's structure, as 85% of Exor's investments are, or are indirectly
owned through, Dutch companies (i.e., Fiat Chrysler Automobiles, Ferrrari, CNH
Industrial and the global insurer PartnerRe Ltd, which is 100% held through Exor NV).
Similarly to its listed subsidiaries, Exor will adopt a multiple-voting structure, granting 5
votes per common share held for an uninterrupted period of 5 years and 10 votes per
common share uninterruptedly held for 10 years. To be eligible to receive the additional
voting rights, shareholders shall request the registration of their common shares (in
whole or in part) into a Loyalty Register. However, unlike CNH Industrial and FCA, there
will not be an initial allocation of multiple-voting rights on the completion of the
transaction (CNH and FCA shareholders that voted at the EGM called to approve the
merger with the Dutch company were entitled to receive double voting rights even if they
had not held the shares for at least 3 years). Therefore, there will be no changes in
Exor's voting structure for the 5 years after the merger, but it is highly likely that Exor's
controlling shareholder Giovanni Agnelli & C (currently controlling 53.0% of Exor) will
hold a large majority of multiple-voting shares in the long term (as it happened in FCA
and CNH, where Exor holds approximately 92% and 88% of multiple-voting shares).
Although we recognise the benefits of the transaction, through a necessary simplification
of Exor Group's structure, and we welcome that unlike FCA and CNH no multiple-voting
rights will be assigned on the completion date of the transaction, we strongly oppose any
deviation from the "one share one vote" principle, which may significantly affect the
basic principle of the equality of treatment of shareholders in the long term. Whilst Exor's
voting structure will not change in the next 5 years, the controlling shareholder Giovanni
Agnelli & C will have the power to sell a significant percentage of ordinary shares after
the issue of multiple-voting shares, without losing the control of General Meetings. As in
our opinion the long-term risks arising from the multiple-voting structure overcome the
benefits deriving from the simplification of Exor Group, we recommend opposition.
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EXOR (IT), a company active in the Asset Managers industry, loses a star(s) at the fundamental level and sees its general evaluation downgraded. The independent financial analyst theScreener just removed a fundamental star(s) for a 2 over 4-star rating. As such, market behaviour remains unchanged and is evaluated as moderately risky. theScreener believes that the loss of a star(s) merits downgrade to the general evaluation of the title, which passes to Neutral. As of the analysis date September 11, 2018, the closing price was EUR 54.76 and its expected value was estimated at EUR 56.09.
La tendance est toujours haussière, son niveau d'invalidation est sous 46,80 €. L'objectif est à 67,60 €.Arguments :- Les cours ont fait un pull-back sur le support (ancienne résistance), la hausse reprend.- La moyenne mobile sert de support.
Lors de son assemblée du 30 mai dernier la société n'a réuni que 20,8% des droits de vote, ainsi l'assemblée générale ne pouvait pas délibérer sur les résolutions d'ordre extraordinaire. De ce fait la société a convoqué une nouvelle assemblée le 5 octobre prochain. L'ensemble des résolutions sont donc d'ordre extraordinaire. La plus grande partie de ses résolutions sont utilisables en période d'offres au public, ce que Proxinvest regrette, et de ce fait de nombreuses résolutions connaitront des recommandations négatives en partie à cause de cette possibilité.
In general, KBC is in compliance with the Belgian regulations relating to the organisation and procedures of an Extraordinary General Meeting. Under ITEM 2.1, the board of directors seeks authorisation to increase the Company's share capital (without pre-emptive rights) up to a maximum nominal value of EUR 291 million. Under the authorisation, the board of directors is entitled to waive shareholders' pre-emptive rights and the authority will remain in effect for 5 years following the date of decision (i.e. until 2023). In aggregate, the authorisation requested is limited to 19.99% of the Comp...
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