|
|
|
|
The Netherlands
|
3711
|
Not Applicable
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(IRS Employer
Identification Number)
|
|
|
|
Scott D. Miller
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Tel No.: (212) 558-4000
|
Giorgio Fossati
Fiat Chrysler Automobiles N.V.
25 St. James’s Street
London SW1A 1HG
United Kingdom
|
Carlo Daneo
Ferrari S.p.A.
Via Abetone Inferiore n. 4
I-
41053 Maranello (MO)
Italy
|
William V. Fogg
Johnny G. Skumpija
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Tel No.: (212) 474-1000
|
|
|
|
|
Title of each class of securities
to be registered
|
Proposed maximum
aggregate offering
price
(1)
|
Amount of
registration fee
|
Common shares, nominal value €0.01
|
$100,000,000
|
$11,620
(2)
|
Special voting shares, nominal value €0.01
|
||
|
(1)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act.
|
(2)
|
All $11,620 was previously paid in connection with this offering.
|
|
|
|
|
Per Share
|
Total
(1)
|
Initial public offering price
|
$
|
$
|
Underwriting discount and commissions
|
$
|
$
|
Proceeds, before expenses, to the selling shareholder
|
$
|
$
|
|
|
|
Page
|
(i)
|
The capital reorganization:
|
▪
|
The Company was formed by FCA solely to effect the Separation and will be controlled by FCA until completion of the Separation. Therefore, the capital reorganization does not meet the definition of a business combination in the context of IFRS 3 - “Business Combinations” but rather a combination of entities under common control and as such is excluded from the scope of IFRS 3. IFRS has no applicable guidance in accounting for such transactions. IAS 8 - “Accounting Policies, Changes in Accounting Estimates and Errors” states that in the absence of an IFRS which specifically applies to a transaction, the Company may consider the most recent pronouncements of other standard-setting bodies that use a similar conceptual framework to develop accounting standards or other accounting literature and accepted industry practices, to the extent that these do not conflict with the requirements in IFRS for dealing with similar and related issues or the definitions, recognition criteria and measurement concepts for assets, liabilities, income and expenses in the IFRS Conceptual Framework for Financial Reporting (the “Framework”). Accordingly, the Company has considered the guidance in ASC 805-50-30-5 on common control transactions, which indicates that the receiving entity (the Company) is able to reflect the transferred assets and liabilities in its own accounting records at the carrying amount in the accounting records of the transferring entity (FCA). As a result, the Annual Consolidated Financial Statements and the Interim Condensed Consolidated Financial Statements include FCA’s recorded goodwill relating to Ferrari S.p.A. in the amount of €780,542 thousand.
|
▪
|
The retrospective accounting for the capital reorganization is consistent with the principles underlying paragraph 64 of IAS 33 - “Earnings per Share” which requires calculation of basic and diluted earnings per share for all periods presented to be adjusted retrospectively if changes occur to the capital structure after the reporting period but before the financial statements are authorized for issue. SAB Topic 4C also requires that such changes be given retroactive effect in the balance sheet where they occur after the reporting period but before the financial statements are authorized for issue. The capital reorganization has been accounted for as though it had occurred effective January 1, 2012 in the Annual Consolidated Financial Statements and
|
◦
|
The issuance of shares in the Company to FCA has been reflected as an increase in share capital and share premium in the amounts of € and € , respectively, with an offset to retained earnings of € .
|
◦
|
The issuance of shares in the Company to Piero Ferrari has been reflected as an increase in share capital and share premium in the amounts of € and € , respectively, with an offset to retained earnings of € .
|
◦
|
The historical number of ordinary shares, nominal value per share, basic and diluted earnings per ordinary share amounts and other per share disclosures retrospectively reflect the capital structure of the Company post Restructuring for all periods presented, with the required disclosures presented in Notes 12 and 20 to the Annual Consolidated Financial Statements and Notes 12 and 19 to the Interim Condensed Consolidated Financial Statements.
|
(ii)
|
The issuance of the FCA Note:
|
▪
|
The FCA Note and subsequent refinancing have not been reflected in the Annual Consolidated Financial Statements and the Interim Condensed Consolidated Financial Statements. The acquisition of the Ferrari North Europe Limited assets and business and the FNE Note (as defined under "Unaudited Pro Forma Condensed Consolidated Financial Information") eliminate on consolidation.
|
•
|
our ability to preserve and enhance the value of the Ferrari brand;
|
•
|
the success of our Formula 1 racing team and the expenses we incur for our Formula 1 activities;
|
•
|
our ability to keep up with advances in high performance car technology and to make appealing designs for our new models;
|
•
|
our ability to preserve our relationship with the automobile collector and enthusiast community;
|
•
|
our low volume strategy;
|
•
|
the ability of Maserati, our engine customer, to sell its planned volume of cars;
|
•
|
changes in client preferences and automotive trends;
|
•
|
changes in the general economic environment and changes in demand for luxury goods, including high performance luxury cars, which is highly volatile;
|
•
|
the impact of increasingly stringent fuel economy, emission and safety standards, including the cost of compliance, and any required changes to our products;
|
•
|
our ability to successfully carry out our growth strategy and, particularly, our ability to grow our presence in emerging market countries;
|
•
|
competition in the luxury performance automobile industry;
|
•
|
reliance upon a number of key members of executive management and employees, and the ability of our current management team to operate and manage effectively;
|
•
|
the performance of our dealer network on which we depend for sales and services;
|
•
|
increases in costs, disruptions of supply or shortages of components and raw materials;
|
•
|
disruptions at our manufacturing facilities in Maranello and Modena;
|
•
|
our ability to provide or arrange for adequate access to financing for our dealers and clients, and associated risks;
|
•
|
the performance of our licensees for Ferrari-branded products;
|
•
|
our ability to protect our intellectual property rights and to avoid infringing on the intellectual property rights of others;
|
•
|
product recalls, liability claims and product warranties;
|
•
|
our continued compliance with customs regulations of various jurisdictions;
|
•
|
labor relations and collective bargaining agreements;
|
•
|
exchange rate fluctuations, interest rate changes, credit risk and other market risks;
|
•
|
changes in tax, tariff or fiscal policies and regulatory, political and labor conditions in the jurisdictions in which we operate;
|
•
|
our ability to ensure that our employees, agents and representatives comply with applicable law and regulations;
|
•
|
the adequacy of our insurance coverage to protect us against potential losses;
|
•
|
potential conflicts of interest due to director and officer overlaps with our largest shareholders;
|
•
|
our ability to maintain the functional and efficient operation of our information technology systems; and
|
•
|
other factors discussed elsewhere in this prospectus.
|
•
|
Exor S.p.A. (“Exor”) (FCA’s largest shareholder): approximately percent (
24 percent
if the underwriters’ option to purchase additional common shares in this offering is exercised in full);
|
•
|
Piero Ferrari:
10 percent
(whether or not the underwriters’ option is exercised); and
|
•
|
Public shareholders: approximately percent (
66 percent
if the underwriters’ option is exercised).
|
Common shares offered by the selling shareholder
|
common shares
|
Common shares subject to underwriters’
option to purchase additional common shares
|
common shares
|
Common shares outstanding
|
common shares
|
Selling Shareholder
|
Fiat Chrysler Automobiles N.V. Following this offering, the selling shareholder will hold approximately 81 percent of our common shares (approximately 80 percent if the underwriters’ option to purchase additional common shares is exercised in full).
|
Use of proceeds
|
We will not receive any proceeds from the sale of common shares in this offering, including any proceeds that the selling shareholder may receive from the exercise by the underwriters of their option to purchase additional common shares from the selling shareholder. See “Use of Proceeds.”
|
Risk Factors
|
See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common shares.
|
Lock-up
|
We, FCA, Piero Ferrari and certain of our directors and officers have agreed that, subject to certain exceptions, we and they will not, without the prior written consent of UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, offer, pledge, sell, contract to sell or otherwise transfer or dispose of, all or a portion of the economic consequences of ownership of, any of our common shares or any securities convertible into or exercisable or exchangeable for our common shares for a period of 90 days after the date of this prospectus. For more information, see “Underwriting.” However, this lock-up does not restrict the consummation of, or any activities by us or FCA in furtherance of, any of the transactions relating to the separation of Ferrari from FCA described under “The Restructuring and Separation Transactions.”
|
Dividend policy
|
Our dividend policy will be determined by our Board of Directors as constituted following completion of this offering and the Separation. Payment of dividends on our common shares in the future will depend on general business conditions, our financial condition, earnings and liquidity, and other factors. Under our articles of association and Dutch law, dividends may be declared on our common shares only if the amount of equity exceeds the paid up and called up capital plus the reserves that have to be maintained pursuant to the law or our articles of association. Further, even if we are permitted under our articles of association and Dutch law to pay cash dividends on our common shares, we may not have sufficient cash to pay dividends in cash on our common shares.
|
Expected New York Stock Exchange (“NYSE”) symbol
|
“FRRI”
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
|||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2015
|
|
2014
|
|||||
|
|
|
|
|
Pro Forma
|
|
|
|
|
|||||
|
(€ million, except for per share data)
|
|||||||||||||
Net revenues
|
766
|
|
|
729
|
|
|
1,387
|
|
|
1,387
|
|
|
1,349
|
|
EBIT
|
122
|
|
|
105
|
|
|
218
|
|
|
218
|
|
|
185
|
|
Profit before taxes
|
114
|
|
|
106
|
|
|
191
|
|
|
212
|
|
|
187
|
|
Net profit
|
76
|
|
|
74
|
|
|
126
|
|
|
141
|
|
|
128
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|||||
Owners of the parent
|
75
|
|
|
73
|
|
|
125
|
|
|
140
|
|
|
126
|
|
Non-controlling interest
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Basic and diluted earnings per ordinary share (in Euro)
(1)
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
|||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2015
|
|
2014
|
|||||
|
|
|
|
|
Pro Forma
|
|
|
|
|
|||||
|
(€ million)
|
|||||||||||||
Adjusted EBITDA
|
194
|
|
|
177
|
|
|
354
|
|
|
354
|
|
|
325
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
|||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2015
|
|
2014
|
|||||
|
|
|
|
|
Pro Forma
|
|
|
|
|
|||||
|
(€ million)
|
|||||||||||||
Net profit
|
76
|
|
|
74
|
|
|
126
|
|
|
141
|
|
|
128
|
|
Income tax expense
|
38
|
|
|
32
|
|
|
65
|
|
|
71
|
|
|
59
|
|
Net financial expenses/(income)
|
8
|
|
|
(1
|
)
|
|
27
|
|
|
6
|
|
|
(2
|
)
|
Amortization and depreciation
|
70
|
|
|
72
|
|
|
130
|
|
|
130
|
|
|
140
|
|
EBITDA
|
192
|
|
|
177
|
|
|
348
|
|
|
348
|
|
|
325
|
|
Expense related to the resignation of the former Chairman
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expenses incurred in relation to the IPO
|
2
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
Adjusted EBITDA
|
194
|
|
|
177
|
|
|
354
|
|
|
354
|
|
|
325
|
|
|
At June 30,
|
|
At December 31,
|
||||||||
|
2015
|
|
2015
|
|
2014
|
|
2013
|
||||
|
Pro Forma
|
|
|
|
|
|
|
||||
|
(€ million)
|
||||||||||
Cash and cash equivalents
|
258
|
|
|
258
|
|
|
134
|
|
|
114
|
|
Deposits in FCA Group cash management pools
(1)
|
—
|
|
|
1,098
|
|
|
942
|
|
|
684
|
|
Total assets
|
3,901
|
|
|
5,001
|
|
|
4,641
|
|
|
3,895
|
|
Debt
|
1,967
|
|
|
567
|
|
|
510
|
|
|
317
|
|
Total equity
|
99
|
|
|
2,599
|
|
|
2,478
|
|
|
2,316
|
|
Equity attributable to owners of the parent
|
87
|
|
|
2,587
|
|
|
2,470
|
|
|
2,290
|
|
Non-controlling interests
|
12
|
|
|
12
|
|
|
8
|
|
|
26
|
|
|
For the years ended December 31,
|
||||||||||
|
2014
|
|
2014
|
|
2013
|
|
2012
|
||||
|
Pro Forma
|
|
|
|
|
|
|
||||
|
(€ million, except for per share data)
|
||||||||||
Net revenues
|
2,762
|
|
|
2,762
|
|
|
2,335
|
|
|
2,225
|
|
EBIT
|
389
|
|
389
|
|
|
364
|
|
|
335
|
|
|
Profit before taxes
|
357
|
|
398
|
|
|
366
|
|
|
334
|
|
|
Net profit
|
235
|
|
265
|
|
|
246
|
|
|
233
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
||||
Owners of the parent
|
231
|
|
261
|
|
|
241
|
|
|
225
|
|
|
Non-controlling interest
|
4
|
|
4
|
|
|
5
|
|
|
8
|
|
|
Basic and diluted earnings per ordinary share (in Euro)
(1)
|
|
|
|
|
|
|
|
|
For the years ended December 31,
|
||||||||||
|
2014
|
|
2014
|
|
2013
|
|
2012
|
||||
|
Pro Forma
|
|
|
|
|
|
|
||||
|
(€ million)
|
||||||||||
Adjusted EBITDA
|
693
|
|
|
693
|
|
|
634
|
|
|
573
|
|
|
For the years ended December 31,
|
||||||||||
|
2014
|
|
2014
|
|
2013
|
|
2012
|
||||
|
Pro Forma
|
|
|
|
|
|
|
||||
|
(€ million)
|
||||||||||
Net profit
|
235
|
|
|
265
|
|
|
246
|
|
|
233
|
|
Income tax expense
|
122
|
|
|
133
|
|
|
120
|
|
|
101
|
|
Net financial expenses/(income)
|
32
|
|
|
(9
|
)
|
|
(2
|
)
|
|
1
|
|
Amortization and depreciation
|
289
|
|
|
289
|
|
|
270
|
|
|
238
|
|
EBITDA
|
678
|
|
|
678
|
|
|
634
|
|
|
573
|
|
Expense related to the resignation of the former Chairman
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
Expenses incurred in relation to the IPO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted EBITDA
|
693
|
|
|
693
|
|
|
634
|
|
|
573
|
|
•
|
the performance of loans and leases in their portfolio, which could be materially affected by delinquencies or defaults;
|
•
|
higher than expected car return rates and the residual value performance of cars they lease; and
|
•
|
fluctuations in interest rates and currency exchange rates.
|
•
|
conforming our cars to various international regulatory and safety requirements where our cars are sold, or homologation;
|
•
|
difficulty in establishing, staffing and managing foreign operations;
|
•
|
difficulties attracting clients in new jurisdictions;
|
•
|
foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in Italy;
|
•
|
fluctuations in foreign currency exchange rates and interest rates, including risks related to any interest rate swap or other hedging activities we undertake;
|
•
|
our ability to enforce our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as do the United States, Japan and European countries, which increases the risk of unauthorized, and uncompensated, use of our technology;
|
•
|
European Union and foreign government trade restrictions, customs regulations, tariffs and price or exchange controls;
|
•
|
foreign labor laws, regulations and restrictions;
|
•
|
preferences of foreign nations for domestically produced cars;
|
•
|
changes in diplomatic and trade relationships;
|
•
|
political instability, natural disasters, war or events of terrorism; and
|
•
|
the strength of international economies.
|
•
|
variations in our operating results, or failure to meet the market’s earnings expectations;
|
•
|
publication of research reports about us or the automotive industry, or the failure of securities analysts to cover our common shares after this offering;
|
•
|
departures of any members of our management team or additions or departures of other key personnel;
|
•
|
adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
|
•
|
actions by shareholders;
|
•
|
changes in market valuations of similar companies;
|
•
|
changes or proposed changes in laws or regulations, or differing interpretations thereof, affecting our business, or enforcement of these laws and regulations, or announcements relating to these matters;
|
•
|
adverse publicity about the automotive industry generally, or particularly scandals relating to the industry, specifically;
|
•
|
litigation and governmental investigations; and
|
•
|
general market and economic conditions.
|
|
At June 30, 2015
|
|||
|
Historical
|
Pro Forma
|
||
|
(€ thousand)
|
|||
Debt with FCA
|
428,039
|
|
—
|
|
Debt with third parties
|
138,639
|
|
1,966,943
|
|
Total Debt
|
566,678
|
|
1,966,943
|
|
Equity attributable to owners of the parent
|
2,586,838
|
|
86,838
|
|
Equity attributable to non-controlling interest
|
12,158
|
|
12,158
|
|
Total Equity
|
2,598,996
|
|
98,996
|
|
Total Capitalization
(1)
|
3,165,674
|
|
2,065,939
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(€ million, except for per share data)
|
||||||||||
Net revenues
|
766
|
|
|
729
|
|
|
1,387
|
|
|
1,349
|
|
EBIT
|
122
|
|
|
105
|
|
|
218
|
|
|
185
|
|
Profit before taxes
|
114
|
|
|
106
|
|
|
212
|
|
|
187
|
|
Net profit
|
76
|
|
|
74
|
|
|
141
|
|
|
128
|
|
Attributable to:
|
|
|
|
|
|
|
|
||||
Owners of the parent
|
75
|
|
|
73
|
|
|
140
|
|
|
126
|
|
Non-controlling interest
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Basic and diluted earnings per ordinary share (in Euro)
(1)
|
|
|
|
|
|
|
|
||||
Dividends paid per share (in Euro)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
At June 30,
|
|
At December 31,
|
||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
Cash and cash equivalents
|
258
|
|
|
134
|
|
Deposits in FCA Group cash management pools
(1)
|
1,098
|
|
|
942
|
|
Total assets
|
5,001
|
|
|
4,641
|
|
Debt
|
567
|
|
|
510
|
|
Total equity
|
2,599
|
|
|
2,478
|
|
Equity attributable to owners of the parent
|
2,587
|
|
|
2,470
|
|
Non-controlling interests
|
12
|
|
|
8
|
|
Share capital
(2)
|
|
|
|
||
Ordinary shares issued (in thousands of shares)
(2)
|
|
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Shipments
|
2,059
|
|
|
1,936
|
|
|
3,694
|
|
|
3,668
|
|
Average number of employees for the period
|
2,942
|
|
|
2,833
|
|
|
2,922
|
|
|
2,825
|
|
|
For the years ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
|
(€ million, except per share data)
|
|||||||||||||
Net revenues
|
2,762
|
|
|
2,335
|
|
|
2,225
|
|
|
2,067
|
|
|
1,831
|
|
EBIT
|
389
|
|
|
364
|
|
|
335
|
|
|
298
|
|
|
295
|
|
Profit before taxes
|
398
|
|
|
366
|
|
|
334
|
|
|
301
|
|
|
294
|
|
Net profit
|
265
|
|
|
246
|
|
|
233
|
|
|
196
|
|
|
202
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|||||
Owners of the parent
|
261
|
|
|
241
|
|
|
225
|
|
|
188
|
|
|
195
|
|
Non-controlling interest
|
4
|
|
|
5
|
|
|
8
|
|
|
8
|
|
|
7
|
|
Basic and diluted earnings per ordinary share (in Euro)
(1)
|
|
|
|
|
|
|
|
|
|
n.a.
|
|
|
n.a.
|
|
Dividends paid per share (in Euro)
|
—
|
|
|
—
|
|
|
—
|
|
|
n.a.
|
|
|
n.a.
|
|
|
At December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
|
(€ million, except shares issued)
|
|||||||||||||
Cash and cash equivalents
|
134
|
|
|
114
|
|
|
100
|
|
|
94
|
|
|
61
|
|
Deposits in FCA Group cash management pools
(1)
|
942
|
|
|
684
|
|
|
457
|
|
|
529
|
|
|
513
|
|
Total assets
|
4,641
|
|
|
3,895
|
|
|
3,465
|
|
|
3,369
|
|
|
3,051
|
|
Debt
|
510
|
|
|
317
|
|
|
261
|
|
|
522
|
|
|
354
|
|
Total equity
|
2,478
|
|
|
2,316
|
|
|
2,041
|
|
|
1,769
|
|
|
1,792
|
|
Equity attributable to owners of the parent
|
2,470
|
|
|
2,290
|
|
|
2,019
|
|
|
1,748
|
|
|
1,777
|
|
Non-controlling interests
|
8
|
|
|
26
|
|
|
22
|
|
|
21
|
|
|
15
|
|
Share capital
(2)
|
|
|
|
|
|
|
|
|
|
n.a.
|
|
|
n.a.
|
|
Ordinary shares issued (in thousands of shares)
(2)
|
|
|
|
|
|
|
|
|
|
n.a.
|
|
|
n.a.
|
|
|
For the years ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
Shipments (in units)
|
7,255
|
|
|
7,000
|
|
|
7,405
|
|
|
7,195
|
|
|
6,573
|
|
Average number of employees for the period
|
2,843
|
|
|
2,774
|
|
|
2,708
|
|
|
2,709
|
|
|
2,779
|
|
•
|
We acquired from Ferrari North Europe Limited (a 100 percent owned subsidiary of Ferrari S.p.A.) its assets and business of providing sales, after-sales and support services for the Ferrari brand and in exchange we issued to Ferrari North Europe Limited a note in the principal amount of €
million
(the “FNE Note”).
|
•
|
FCA transferred to us all of the issued and outstanding share capital that it previously held in Ferrari S.p.A. (representing 90 percent of the share capital in Ferrari S.p.A.), and in exchange we issued to FCA a note in the principal amount of € billion (the “FCA Note”).
|
•
|
FCA contributed cash of €
billion to us in consideration of the issue to FCA of
____
of our common shares. These common shares were issued at nominal value of €
____
with a share premium of €
____
. The cash proceeds received from FCA were used to settle a portion of the FCA Note, following which the principal outstanding on the FCA Note is €2.5 billion, which, following the application of the net proceeds from the intercompany settlement described below, is expected to be refinanced through third party debt, as further discussed below. We also used € million
of the cash proceeds received as a result of issuing shares to FCA to fully repay the FNE Note. As discussed below, the repayment of the FNE Note has no impact on the Unaudited Pro Forma Condensed Consolidated Financial Information.
|
•
|
Piero Ferrari transferred his 10 percent interest in Ferrari S.p.A. to us and in exchange we issued to Piero Ferrari
____
of our common shares. Following a subsequent transaction with FCA, Piero Ferrari will own 10.0 percent of our share capital. We did not receive any cash consideration as part of this transaction.
|
•
|
The recognition, as a result of the Restructuring, of the residual principal amount under the FCA Note of €2.5 billion;
|
•
|
The settlement of deposits in FCA's cash management pools, debt with FCA and receivables from financing activities with FCA on completion of the Separation, resulting in net cash proceeds to us of approximately €672 million, which will be used to partially repay the FCA Note.
|
•
|
incremental finance, legal, treasury, internal audit, investor relations, information technology, human resource and Board of Directors costs relating to operating as a stand-alone public company;
|
•
|
recruiting and relocation costs associated with recruiting key corporate senior management personnel new to our company; and
|
•
|
costs to separate corporate information systems.
|
|
|
|
|
Unaudited Pro Forma Adjustments
|
|
|
|||||||||
|
|
Historical
|
|
FCA Note
|
|
Intercompany Settlement
|
|
Settlement of FCA Note
|
|
Pro Forma at June 30, 2015
|
|||||
|
|
(€ thousand)
|
|||||||||||||
|
|
|
|
(A)
|
|
(B)
|
|
(C)
|
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
|
787,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
787,178
|
|
Intangible assets
|
|
282,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
282,683
|
|
Property, plant and equipment
|
|
588,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
588,697
|
|
Investments and other financial assets
|
|
48,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,351
|
|
Deferred tax assets
|
|
148,707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148,707
|
|
Total non-current assets
|
|
1,855,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,855,616
|
|
Inventories
|
|
352,425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352,425
|
|
Trade receivables
|
|
154,290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154,290
|
|
Receivables from financing activities
|
|
1,182,544
|
|
|
—
|
|
|
(1,340
|
)
|
|
—
|
|
|
1,181,204
|
|
Current tax receivables
|
|
10,159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,159
|
|
Other current assets
|
|
83,047
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,047
|
|
Current financial assets
|
|
6,523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,523
|
|
Deposits in FCA’s cash management pools
|
|
1,098,395
|
|
|
—
|
|
|
(1,098,395
|
)
|
|
—
|
|
|
—
|
|
Cash and cash equivalents
|
|
257,527
|
|
|
—
|
|
|
671,696
|
|
|
(671,696
|
)
|
|
257,527
|
|
Total current assets
|
|
3,144,910
|
|
|
—
|
|
|
(428,039
|
)
|
|
(671,696
|
)
|
|
2,045,175
|
|
Total assets
|
|
5,000,526
|
|
|
—
|
|
|
(428,039
|
)
|
|
(671,696
|
)
|
|
3,900,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity and liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity attributable to owners of the parent
|
|
2,586,838
|
|
|
(2,500,000
|
)
|
|
—
|
|
|
—
|
|
|
86,838
|
|
Non-controlling interest
|
|
12,158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,158
|
|
Total equity
|
|
2,598,996
|
|
|
(2,500,000
|
)
|
|
—
|
|
|
—
|
|
|
98,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Employee benefits
|
|
77,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,500
|
|
Provisions
|
|
139,493
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139,493
|
|
Deferred tax liabilities
|
|
22,713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,713
|
|
Debt with FCA
|
|
428,039
|
|
|
2,500,000
|
|
|
(428,039
|
)
|
|
(2,500,000
|
)
|
|
—
|
|
Debt with third parties
|
|
138,639
|
|
|
—
|
|
|
—
|
|
|
1,828,304
|
|
|
1,966,943
|
|
Other liabilities
|
|
669,701
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
669,701
|
|
Other financial liabilities
|
|
165,833
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165,833
|
|
Trade payables
|
|
577,939
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
577,939
|
|
Current tax payables
|
|
181,673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181,673
|
|
Total equity and liabilities
|
|
5,000,526
|
|
|
—
|
|
|
(428,039
|
)
|
|
(671,696
|
)
|
|
3,900,791
|
|
(A)
|
This adjustment reflects the residual principal amount under the FCA Note obligation of €
2.5
billion incurred in connection with the Restructuring.
|
(B)
|
This adjustment reflects the anticipated settlement of deposits in FCA's cash management pools, debt with FCA and receivables from financing activities with FCA which will be settled in cash on completion of the Separation. Trade intercompany receivables and payables will be settled in the normal course of business. The net cash of €671.7 million will be used to partially settle the residual principal amount under the FCA Note.
|
(C)
|
This adjustment reflects the anticipated settlement of the €2.5 billion FCA Note which is assumed to be repaid using the proceeds from the intercompany settlement and, for the remainder, from the issuance of new third party financing. Solely for the purposes of the preparation of the Unaudited Pro Forma Condensed Consolidated Financial Information, the net proceeds from the new third party financing are estimated to be approximately €1,828 million, based on the estimated principal amount of the new third party financing of €1,850 million, net of the estimated associated transaction costs of approximately €22 million. The estimated interest rate on the financing has been assumed to be approximately 2 percent.
|
|
|
|
|
Unaudited Pro Forma Adjustments
|
|
|
|||
|
|
Historical
|
|
Settlement of FCA Note
|
|
Unaudited Pro Forma
|
|||
|
|
(€ thousand)
|
|||||||
|
|
|
|
(D)
|
|
|
|||
Net revenues
|
|
1,386,737
|
|
|
—
|
|
|
1,386,737
|
|
Cost of sales
|
|
721,738
|
|
|
—
|
|
|
721,738
|
|
Selling, general and administrative costs
|
|
152,100
|
|
|
—
|
|
|
152,100
|
|
Research and development costs
|
|
291,106
|
|
|
—
|
|
|
291,106
|
|
Other expenses, net
|
|
3,788
|
|
|
—
|
|
|
3,788
|
|
EBIT
|
|
218,005
|
|
|
—
|
|
|
218,005
|
|
Net financial (expenses)/income
|
|
(5,962
|
)
|
|
(20,650
|
)
|
|
(26,612
|
)
|
Profit before taxes
|
|
212,043
|
|
|
(20,650
|
)
|
|
191,393
|
|
Income tax expense
|
|
71,064
|
|
|
(5,679
|
)
|
|
65,385
|
|
Net profit
|
|
140,979
|
|
|
(14,971
|
)
|
|
126,008
|
|
Net profit attributable to:
|
|
|
|
|
|
|
|
|
|
Owners of the parent
|
|
139,634
|
|
|
(14,971
|
)
|
|
124,663
|
|
Non-controlling interests
|
|
1,345
|
|
|
—
|
|
|
1,345
|
|
Basic and diluted earnings per share (in €) (E)
|
|
|
|
|
|
|
|
|
|
(D)
|
This adjustment reflects:
|
•
|
the additional finance expense which we expect to incur on the issuance of approximately €1,850 million of new third party financing in connection with the settlement of the FCA Note. As previously explained, solely for the purposes of the preparation of the Unaudited Condensed Consolidated Pro Forma Financial Information, we have estimated the interest rate on the borrowings to be approximately 2
percent and the associated estimated transaction costs to be €22 million. The transaction costs are assumed to be amortized over 5 years. Interest expense may be higher or lower depending on the actual interest rate of the borrowings that we enter into. A 10 basis points change to the annual interest rate would change interest expense by approximately €1.9 million on an annual basis.
|
•
|
the tax effect on such adjustment has been calculated using the statutory tax rate of 27.5 percent
that would be applicable to the entity incurring the debt.
|
(E)
|
Our historical and pro forma earnings per share and pro forma weighted average shares outstanding are based on our post transaction capital structure, as a result of which we will have
______
common shares outstanding.
|
|
|
|
|
Unaudited Pro Forma Adjustments
|
|
|
|||
|
|
Historical
|
|
Settlement of FCA Note
|
|
Unaudited Pro Forma
|
|||
|
|
(€ thousand)
|
|||||||
|
|
|
|
(D)
|
|
|
|||
Net revenues
|
|
2,762,360
|
|
|
—
|
|
|
2,762,360
|
|
Cost of sales
|
|
1,505,889
|
|
|
—
|
|
|
1,505,889
|
|
Selling, general and administrative costs
|
|
300,090
|
|
|
—
|
|
|
300,090
|
|
Research and development costs
|
|
540,833
|
|
|
—
|
|
|
540,833
|
|
Other expenses, net
|
|
26,080
|
|
|
—
|
|
|
26,080
|
|
EBIT
|
|
389,468
|
|
|
—
|
|
|
389,468
|
|
Net financial (expenses)/income
|
|
8,765
|
|
|
(41,300
|
)
|
|
(32,535
|
)
|
Profit before taxes
|
|
398,233
|
|
|
(41,300
|
)
|
|
356,933
|
|
Income tax expense
|
|
133,218
|
|
|
(11,358
|
)
|
|
121,860
|
|
Net profit
|
|
265,015
|
|
|
(29,942
|
)
|
|
235,073
|
|
Net profit attributable to:
|
|
|
|
|
|
|
|||
Owners of the parent
|
|
261,371
|
|
|
(29,942
|
)
|
|
231,429
|
|
Non-controlling interests
|
|
3,644
|
|
|
—
|
|
|
3,644
|
|
Basic and diluted earnings per share (in €) (E)
|
|
|
|
|
|
|
|
|
|
(D)
|
This adjustment reflects:
|
•
|
the additional finance expense which we expect to incur on the issuance of approximately €1,850 million of new third party financing in connection with the settlement of the FCA Note. As previously explained, solely for the purposes of the preparation of the Unaudited Condensed Consolidated Pro Forma Financial Information, we have estimated the interest rate on the borrowings to be approximately 2
percent and the associated estimated transaction costs to be €22 million. The transaction costs are assumed to be amortized over 5 years. Interest expense may be higher or lower depending on the actual interest rate of the borrowings that we enter into. A 10 basis points change to the annual interest rate would change interest expense by approximately €1.9 million on an annual basis.
|
•
|
the tax effect on such adjustment has been calculated using the statutory tax rate of 27.5 percent
that would be applicable to the entity incurring the debt.
|
(E)
|
Our historical and pro forma earnings per share and pro forma weighted average shares outstanding are based on our post transaction capital structure, as a result of which we will have
______
common shares outstanding.
|
(Number of cars and % of total cars)
|
|
For the six months ended June 30,
|
|
For the years ended December 31,
|
||||||||||||||||||||||||||
|
|
2015
|
|
%
|
|
2014
|
|
%
|
|
2014
|
|
%
|
|
2013
|
|
%
|
|
2012
|
|
%
|
||||||||||
EMEA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
UK
|
|
456
|
|
|
12.3
|
%
|
|
408
|
|
|
11.1
|
%
|
|
705
|
|
|
9.7
|
%
|
|
686
|
|
|
9.8
|
%
|
|
686
|
|
|
9.3
|
%
|
Germany
|
|
214
|
|
|
5.8
|
%
|
|
353
|
|
|
9.6
|
%
|
|
616
|
|
|
8.5
|
%
|
|
659
|
|
|
9.4
|
%
|
|
755
|
|
|
10.2
|
%
|
Switzerland
|
|
155
|
|
|
4.2
|
%
|
|
181
|
|
|
4.9
|
%
|
|
332
|
|
|
4.6
|
%
|
|
350
|
|
|
5.0
|
%
|
|
366
|
|
|
4.9
|
%
|
Italy
|
|
139
|
|
|
3.8
|
%
|
|
132
|
|
|
3.6
|
%
|
|
243
|
|
|
3.3
|
%
|
|
206
|
|
|
2.9
|
%
|
|
318
|
|
|
4.3
|
%
|
France
|
|
129
|
|
|
3.5
|
%
|
|
138
|
|
|
3.8
|
%
|
|
253
|
|
|
3.5
|
%
|
|
273
|
|
|
3.9
|
%
|
|
330
|
|
|
4.5
|
%
|
Middle East
(1)
|
|
185
|
|
|
5.0
|
%
|
|
232
|
|
|
6.3
|
%
|
|
521
|
|
|
7.2
|
%
|
|
472
|
|
|
6.7
|
%
|
|
423
|
|
|
5.7
|
%
|
Rest of EMEA
(2)
|
|
320
|
|
|
8.7
|
%
|
|
349
|
|
|
9.5
|
%
|
|
604
|
|
|
8.3
|
%
|
|
663
|
|
|
9.5
|
%
|
|
825
|
|
|
11.1
|
%
|
Total EMEA
|
|
1,598
|
|
|
43.3
|
%
|
|
1,793
|
|
|
48.8
|
%
|
|
3,274
|
|
|
45.1
|
%
|
|
3,309
|
|
|
47.3
|
%
|
|
3,703
|
|
|
50.0
|
%
|
Americas
(3)
|
|
1,287
|
|
|
34.8
|
%
|
|
1,199
|
|
|
32.7
|
%
|
|
2,462
|
|
|
33.9
|
%
|
|
2,382
|
|
|
34.0
|
%
|
|
2,208
|
|
|
29.8
|
%
|
Greater China
(4)
|
|
261
|
|
|
7.1
|
%
|
|
289
|
|
|
7.9
|
%
|
|
675
|
|
|
9.3
|
%
|
|
572
|
|
|
8.2
|
%
|
|
789
|
|
|
10.7
|
%
|
Rest of APAC
(5)
|
|
548
|
|
|
14.8
|
%
|
|
387
|
|
|
10.6
|
%
|
|
844
|
|
|
11.7
|
%
|
|
737
|
|
|
10.5
|
%
|
|
705
|
|
|
9.5
|
%
|
Total
|
|
3,694
|
|
|
100.0
|
%
|
|
3,668
|
|
|
100.0
|
%
|
|
7,255
|
|
|
100.0
|
%
|
|
7,000
|
|
|
100.0
|
%
|
|
7,405
|
|
|
100.0
|
%
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
|
For the years ended December 31,
|
|||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|||||||
|
|
(€ million)
|
|||||||||||||||||||
Net profit
|
|
76
|
|
|
74
|
|
|
141
|
|
|
128
|
|
|
265
|
|
|
246
|
|
|
233
|
|
Income tax expense
|
|
38
|
|
|
32
|
|
|
71
|
|
|
59
|
|
|
133
|
|
|
120
|
|
|
101
|
|
Net financial expenses/(income)
|
|
8
|
|
|
(1
|
)
|
|
6
|
|
|
(2
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|
1
|
|
Amortization and depreciation
|
|
70
|
|
|
72
|
|
|
130
|
|
|
140
|
|
|
289
|
|
|
270
|
|
|
238
|
|
EBITDA
|
|
192
|
|
|
177
|
|
|
348
|
|
|
325
|
|
|
678
|
|
|
634
|
|
|
573
|
|
Expense related to the resignation of the former Chairman
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
Expenses incurred in relation to the IPO
|
|
2
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted EBITDA
|
|
194
|
|
|
177
|
|
|
354
|
|
|
325
|
|
|
693
|
|
|
634
|
|
|
573
|
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
|
For the years ended December 31,
|
|||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|||||||
|
|
(€ million)
|
|||||||||||||||||||
EBIT
|
|
122
|
|
|
105
|
|
|
218
|
|
|
185
|
|
|
389
|
|
|
364
|
|
|
335
|
|
Expense related to the resignation of the former Chairman
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
Expenses incurred in relation to the IPO
|
|
2
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted EBIT
|
|
124
|
|
|
105
|
|
|
224
|
|
|
185
|
|
|
404
|
|
|
364
|
|
|
335
|
|
|
|
At June 30,
|
|
At December 31,
|
||||||||
|
|
2015
|
|
2015
|
|
2014
|
|
2013
|
||||
|
|
(Pro Forma)
|
|
(Historical)
|
|
(Historical)
|
|
(Historical)
|
||||
|
|
(€ million)
|
||||||||||
Cash and cash equivalents
|
|
258
|
|
|
258
|
|
|
134
|
|
|
114
|
|
Deposits in FCA Group cash management pools
|
|
—
|
|
|
1,098
|
|
|
942
|
|
|
684
|
|
Financial liabilities with FCA Group
|
|
—
|
|
|
(428
|
)
|
|
(379
|
)
|
|
(242
|
)
|
Financial liabilities with third parties
|
|
(1,967
|
)
|
|
(139
|
)
|
|
(131
|
)
|
|
(76
|
)
|
Total Net Cash/(Net Debt)
|
|
(1,709
|
)
|
|
789
|
|
|
566
|
|
|
480
|
|
|
|
For the six months ended June 30,
|
|
For the years ended December 31,
|
|||||||||||
|
|
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|||||
|
|
(€ million)
|
|||||||||||||
Cash flows from operating activities
|
|
416
|
|
|
262
|
|
|
426
|
|
|
454
|
|
|
463
|
|
Cash flows used in investing activities
|
|
(152
|
)
|
|
(128
|
)
|
|
(290
|
)
|
|
(267
|
)
|
|
(258
|
)
|
Free Cash Flow
|
|
264
|
|
|
134
|
|
|
136
|
|
|
187
|
|
|
205
|
|
|
|
For the three months ended June 30,
|
||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
||||
|
|
(€ million, except percentages)
|
||||||||||
Net revenues
|
|
766
|
|
|
100.0
|
%
|
|
729
|
|
|
100.0
|
%
|
Cost of sales
|
|
416
|
|
|
54.3
|
%
|
|
408
|
|
|
56.0
|
%
|
Selling, general and administrative costs
|
|
87
|
|
|
11.4
|
%
|
|
77
|
|
|
10.6
|
%
|
Research and development costs
|
|
137
|
|
|
17.9
|
%
|
|
132
|
|
|
18.1
|
%
|
Other expenses, net
|
|
4
|
|
|
0.5
|
%
|
|
7
|
|
|
1.0
|
%
|
EBIT
|
|
122
|
|
|
15.9
|
%
|
|
105
|
|
|
14.4
|
%
|
Net financial (expenses)/income
|
|
(8
|
)
|
|
(1.0
|
)%
|
|
1
|
|
|
0.1
|
%
|
Profit before taxes
|
|
114
|
|
|
14.9
|
%
|
|
106
|
|
|
14.5
|
%
|
Income tax expense
|
|
38
|
|
|
5.0
|
%
|
|
32
|
|
|
4.4
|
%
|
Net profit
|
|
76
|
|
|
9.9
|
%
|
|
74
|
|
|
10.2
|
%
|
|
|
For the three months ended June 30,
|
|
Increase/(decrease)
|
||||||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
|
2015 vs. 2014
|
||||||||
|
|
(€ million, except percentages)
|
||||||||||||||||
Cars and spare parts
(1)
|
|
579
|
|
|
75.6
|
%
|
|
526
|
|
|
72.2
|
%
|
|
53
|
|
|
10.1
|
%
|
Engines
(2)
|
|
57
|
|
|
7.4
|
%
|
|
75
|
|
|
10.3
|
%
|
|
(18
|
)
|
|
(24.0
|
)%
|
Sponsorship, commercial and brand
(3)
|
|
103
|
|
|
13.4
|
%
|
|
105
|
|
|
14.4
|
%
|
|
(2
|
)
|
|
(1.9
|
)%
|
Other
(4)
|
|
27
|
|
|
3.6
|
%
|
|
23
|
|
|
3.1
|
%
|
|
4
|
|
|
17.4
|
%
|
Total net revenues
|
|
766
|
|
|
100.0
|
%
|
|
729
|
|
|
100.0
|
%
|
|
37
|
|
|
5.1
|
%
|
(1)
|
Includes the net revenues generated from shipments of our cars, including any personalization revenue generated on these cars and sales of spare parts.
|
(2)
|
Includes the net revenues generated from the sale of engines to Maserati for use in their cars, and the revenues generated from the rental of engines to other Formula 1 racing teams.
|
(3)
|
Includes the net revenues earned by our Formula 1 racing team through sponsorship agreements and our share of the Formula 1 World Championship commercial revenues and net revenues generated through the Ferrari brand, including merchandising, licensing and royalty income.
|
(4)
|
Primarily includes interest income generated by the Ferrari Financial Services group and net revenues from the management of the Mugello racetrack.
|
|
|
For the three months ended June 30,
|
|
Increase/(decrease)
|
||||||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
|
2015 vs. 2014
|
||||||||
|
|
(€ million, except percentages)
|
||||||||||||||||
Cost of sales
|
|
416
|
|
|
54.3
|
%
|
|
408
|
|
|
56.0
|
%
|
|
8
|
|
|
2.0
|
%
|
|
|
For the three months ended June 30,
|
|
Increase/(decrease)
|
||||||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
|
2015 vs. 2014
|
||||||||
|
|
(€ million, except percentages)
|
||||||||||||||||
Selling, general and administrative costs
|
|
87
|
|
|
11.4
|
%
|
|
77
|
|
|
10.6
|
%
|
|
10
|
|
|
13.0
|
%
|
|
|
For the three months ended June 30,
|
|
Increase/(decrease)
|
||||||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
|
2015 vs. 2014
|
||||||||
|
|
(€ million, except percentages)
|
||||||||||||||||
Amortization of capitalized development costs
|
|
31
|
|
|
4.1
|
%
|
|
32
|
|
|
4.4
|
%
|
|
(1
|
)
|
|
(3.1
|
)%
|
Research and development costs expensed during the period
|
|
106
|
|
|
13.8
|
%
|
|
100
|
|
|
13.7
|
%
|
|
6
|
|
|
6.0
|
%
|
Research and development costs
|
|
137
|
|
|
17.9
|
%
|
|
132
|
|
|
18.1
|
%
|
|
5
|
|
|
3.8
|
%
|
|
|
For the three months ended June 30,
|
|
Increase/(decrease)
|
||||||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
|
2015 vs. 2014
|
||||||||
|
|
(€ million, except percentages)
|
||||||||||||||||
EBIT
|
|
122
|
|
|
15.9
|
%
|
|
105
|
|
|
14.4
|
%
|
|
17
|
|
|
16.2
|
%
|
|
|
For the three months ended June 30,
|
|
Increase/(decrease)
|
||||||
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||
|
|
(€ million, except percentages)
|
||||||||
Net financial (expenses)/income
|
|
(8
|
)
|
|
1
|
|
|
n.m.
|
|
n.m.
|
|
|
For the three months ended June 30,
|
|
Increase/(decrease)
|
||||||||
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||||
|
|
(€ million, except percentages)
|
||||||||||
Income tax expense
|
|
38
|
|
|
32
|
|
|
6
|
|
|
18.8
|
%
|
|
|
For the six months ended June 30,
|
||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
||||
|
|
(€ million, except percentages)
|
||||||||||
Net revenues
|
|
1,387
|
|
|
100.0
|
%
|
|
1,349
|
|
|
100.0
|
%
|
Cost of sales
|
|
722
|
|
|
52.1
|
%
|
|
738
|
|
|
54.7
|
%
|
Selling, general and administrative costs
|
|
152
|
|
|
11.0
|
%
|
|
143
|
|
|
10.6
|
%
|
Research and development costs
|
|
291
|
|
|
21.0
|
%
|
|
276
|
|
|
20.5
|
%
|
Other expenses, net
|
|
4
|
|
|
0.3
|
%
|
|
7
|
|
|
0.5
|
%
|
EBIT
|
|
218
|
|
|
15.7
|
%
|
|
185
|
|
|
13.7
|
%
|
Net financial (expenses)/income
|
|
(6
|
)
|
|
(0.4
|
)%
|
|
2
|
|
|
0.1
|
%
|
Profit before taxes
|
|
212
|
|
|
15.3
|
%
|
|
187
|
|
|
13.9
|
%
|
Income tax expense
|
|
71
|
|
|
5.1
|
%
|
|
59
|
|
|
4.4
|
%
|
Net profit
|
|
141
|
|
|
10.2
|
%
|
|
128
|
|
|
9.5
|
%
|
|
|
For the six months ended June 30,
|
|
Increase/(decrease)
|
||||||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
|
2015 vs. 2014
|
||||||||
|
|
(€ million, except percentages)
|
||||||||||||||||
Cars and spare parts
(1)
|
|
1,008
|
|
|
72.7
|
%
|
|
950
|
|
|
70.4
|
%
|
|
58
|
|
|
6.1
|
%
|
Engines
(2)
|
|
121
|
|
|
8.7
|
%
|
|
152
|
|
|
11.3
|
%
|
|
(31
|
)
|
|
(20.4
|
)%
|
Sponsorship, commercial and brand
(3)
|
|
212
|
|
|
15.3
|
%
|
|
206
|
|
|
15.3
|
%
|
|
6
|
|
|
2.9
|
%
|
Other
(4)
|
|
46
|
|
|
3.3
|
%
|
|
41
|
|
|
3.0
|
%
|
|
5
|
|
|
12.2
|
%
|
Total net revenues
|
|
1,387
|
|
|
100.0
|
%
|
|
1,349
|
|
|
100.0
|
%
|
|
38
|
|
|
2.8
|
%
|
(1)
|
Includes the net revenues generated from shipments of our cars, including any personalization revenue generated on these cars and sales of spare parts.
|
(2)
|
Includes the net revenues generated from the sale of engines to Maserati for use in their cars and the revenues generated from the rental of engines to other Formula 1 racing teams.
|
(3)
|
Includes the net revenues earned by our Formula 1 racing team through sponsorship agreements and our share of the Formula 1 World Championship commercial revenues and net revenues generated through the Ferrari brand, including merchandising, licensing and royalty income.
|
(4)
|
Primarily includes interest income generated by the Ferrari Financial Services group and net revenues from the management of the Mugello racetrack.
|
|
|
For the six months ended June 30,
|
|
Increase/(decrease)
|
||||||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
|
2015 vs. 2014
|
||||||||
|
|
(€ million, except percentages)
|
||||||||||||||||
Cost of sales
|
|
722
|
|
|
52.1
|
%
|
|
738
|
|
|
54.7
|
%
|
|
(16
|
)
|
|
(2.2
|
)%
|
|
|
For the six months ended June 30,
|
|
Increase/(decrease)
|
||||||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
|
2015 vs. 2014
|
||||||||
|
|
(€ million, except percentages)
|
||||||||||||||||
Selling, general and administrative costs
|
|
152
|
|
|
11.0
|
%
|
|
143
|
|
|
10.6
|
%
|
|
9
|
|
|
6.3
|
%
|
|
|
For the six months ended June 30,
|
|
Increase/(decrease)
|
||||||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
|
2015 vs. 2014
|
||||||||
|
|
(€ million, except percentages)
|
||||||||||||||||
Amortization of capitalized development costs
|
|
56
|
|
|
4.0
|
%
|
|
62
|
|
|
4.6
|
%
|
|
(6
|
)
|
|
(9.7
|
)%
|
Research and development costs expensed during the period
|
|
235
|
|
|
16.9
|
%
|
|
214
|
|
|
15.9
|
%
|
|
21
|
|
|
9.8
|
%
|
Research and development costs
|
|
291
|
|
|
21.0
|
%
|
|
276
|
|
|
20.5
|
%
|
|
15
|
|
|
5.4
|
%
|
|
|
For the six months ended June 30,
|
Increase/(decrease)
|
|||||||||
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||||
|
|
(€ million, except percentages)
|
||||||||||
Other expenses, net
|
|
4
|
|
|
7
|
|
|
(3
|
)
|
|
(42.9
|
)%
|
|
|
For the six months ended June 30,
|
|
Increase/(decrease)
|
||||||||||||||
|
|
2015
|
|
Percentage of net revenues
|
|
2014
|
|
Percentage of net revenues
|
|
2015 vs. 2014
|
||||||||
|
|
(€ million, except percentages)
|
||||||||||||||||
EBIT
|
|
218
|
|
|
15.7
|
%
|
|
185
|
|
|
13.7
|
%
|
|
33
|
|
|
17.8
|
%
|
|
|
For the six months ended June 30,
|
|
Increase/(decrease)
|
||||||
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||
|
|
(€ million, except percentages)
|
||||||||
Net financial (expenses)/income
|
|
(6
|
)
|
|
2
|
|
|
n.m.
|
|
n.m.
|
|
|
For the six months ended June 30,
|
|
Increase/(decrease)
|
||||||||
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||||
|
|
(€ million, except percentages)
|
||||||||||
Income tax expense
|
|
71
|
|
|
59
|
|
|
12
|
|
|
20.3
|
%
|
|
For the years ended December 31,
|
||||||||||||||||
|
2014
|
|
Percentage of net revenues
|
|
2013
|
|
Percentage of net revenues
|
|
2012
|
|
Percentage of net revenues
|
||||||
|
(€ million, except percentages)
|
||||||||||||||||
Net revenues
|
2,762
|
|
|
100.0
|
%
|
|
2,335
|
|
|
100.0
|
%
|
|
2,225
|
|
|
100.0
|
%
|
Cost of sales
|
1,506
|
|
|
54.5
|
%
|
|
1,235
|
|
|
52.9
|
%
|
|
1,199
|
|
|
53.9
|
%
|
Selling, general and administrative costs
|
300
|
|
|
10.9
|
%
|
|
260
|
|
|
11.1
|
%
|
|
243
|
|
|
10.9
|
%
|
Research and development costs
|
541
|
|
|
19.6
|
%
|
|
479
|
|
|
20.5
|
%
|
|
431
|
|
|
19.4
|
%
|
Other expenses/(income), net
|
26
|
|
|
0.9
|
%
|
|
(3
|
)
|
|
(0.1
|
)%
|
|
17
|
|
|
0.8
|
%
|
EBIT
|
389
|
|
|
14.1
|
%
|
|
364
|
|
|
15.6
|
%
|
|
335
|
|
|
15.1
|
%
|
Net financial income/(expenses)
|
9
|
|
|
0.3
|
%
|
|
2
|
|
|
0.1
|
%
|
|
(1
|
)
|
|
—
|
%
|
Profit before taxes
|
398
|
|
|
14.4
|
%
|
|
366
|
|
|
15.7
|
%
|
|
334
|
|
|
15.0
|
%
|
Income tax expense
|
133
|
|
|
4.8
|
%
|
|
120
|
|
|
5.1
|
%
|
|
101
|
|
|
4.5
|
%
|
Net profit
|
265
|
|
|
9.6
|
%
|
|
246
|
|
|
10.5
|
%
|
|
233
|
|
|
10.5
|
%
|
|
For the years ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
|
2014
|
|
Percentage of net revenues
|
|
2013
|
|
Percentage of net revenues
|
|
2012
|
|
Percentage of net revenues
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
|
(€ million, except percentages)
|
||||||||||||||||||||||||||||
Cars and spare parts
(1)
|
1,944
|
|
|
70.4
|
%
|
|
1,655
|
|
|
70.9
|
%
|
|
1,695
|
|
|
76.2
|
%
|
|
289
|
|
|
17.5
|
%
|
|
(40
|
)
|
|
(2.4
|
)%
|
Engines
(2)
|
311
|
|
|
11.3
|
%
|
|
188
|
|
|
8.1
|
%
|
|
77
|
|
|
3.5
|
%
|
|
123
|
|
|
65.4
|
%
|
|
111
|
|
|
144.2
|
%
|
Sponsorship, commercial and brand
(3)
|
417
|
|
|
15.1
|
%
|
|
412
|
|
|
17.6
|
%
|
|
385
|
|
|
17.3
|
%
|
|
5
|
|
|
1.2
|
%
|
|
27
|
|
|
7.0
|
%
|
Other
(4)
|
90
|
|
|
3.3
|
%
|
|
80
|
|
|
3.4
|
%
|
|
68
|
|
|
3.1
|
%
|
|
10
|
|
|
12.5
|
%
|
|
12
|
|
|
17.6
|
%
|
Total net revenues
|
2,762
|
|
|
100.0
|
%
|
|
2,335
|
|
|
100.0
|
%
|
|
2,225
|
|
|
100.0
|
%
|
|
427
|
|
|
18.3
|
%
|
|
110
|
|
|
4.9
|
%
|
(1)
|
Includes the net revenues generated from shipments of our cars, including any personalization revenue generated on these cars and sales of spare parts.
|
(2)
|
Includes the net revenues generated from the sale of engines to Maserati for use in their cars, and the revenues generated from the rental of engines to other Formula 1 racing teams.
|
(3)
|
Includes the net revenues earned by our Formula 1 racing team through sponsorship agreements and our share of the Formula 1 World Championship commercial revenues and net revenues generated through the Ferrari brand, including merchandising, licensing and royalty income.
|
(4)
|
Primarily includes interest income generated by the Ferrari Financial Services group and net revenues from the management of the racetrack.
|
|
For the years ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
|
2014
|
|
Percentage of net revenues
|
|
2013
|
|
Percentage of net revenues
|
|
2012
|
|
Percentage of net revenues
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
|
(€ million, except percentages)
|
||||||||||||||||||||||||||||
Selling, general and administrative costs
|
300
|
|
|
10.9
|
%
|
|
260
|
|
|
11.1
|
%
|
|
243
|
|
|
10.9
|
%
|
|
40
|
|
|
15.4
|
%
|
|
17
|
|
|
7.0
|
%
|
|
For the years ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
|
2014
|
|
Percentage of net revenues
|
|
2013
|
|
Percentage of net revenues
|
|
2012
|
|
Percentage of net revenues
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
|
(€ million, except percentages)
|
||||||||||||||||||||||||||||
Amortization of capitalized development costs
|
126
|
|
|
4.6
|
%
|
|
120
|
|
|
5.1
|
%
|
|
98
|
|
|
4.4
|
%
|
|
6
|
|
|
5.0
|
%
|
|
22
|
|
|
22.4
|
%
|
Research and development costs expensed during the year
|
415
|
|
|
15.0
|
%
|
|
359
|
|
|
15.4
|
%
|
|
333
|
|
|
15.0
|
%
|
|
56
|
|
|
15.6
|
%
|
|
26
|
|
|
7.8
|
%
|
Research and development costs
|
541
|
|
|
19.6
|
%
|
|
479
|
|
|
20.5
|
%
|
|
431
|
|
|
19.4
|
%
|
|
62
|
|
|
12.9
|
%
|
|
48
|
|
|
11.1
|
%
|
|
For the years ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||
|
(€ million, except percentages)
|
||||||||||||||||||
Other expenses/(income), net
|
26
|
|
|
(3
|
)
|
|
17
|
|
|
29
|
|
|
n.m.
|
|
(20
|
)
|
|
(117.6
|
)%
|
|
For the years ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
|
2014
|
|
Percentage of net revenues
|
|
2013
|
|
Percentage of net revenues
|
|
2012
|
|
Percentage of net revenues
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
|
(€ million, except percentages)
|
||||||||||||||||||||||||||||
EBIT
|
389
|
|
|
14.1
|
%
|
|
364
|
|
|
15.6
|
%
|
|
335
|
|
|
15.1
|
%
|
|
25
|
|
|
6.9
|
%
|
|
29
|
|
|
8.7
|
%
|
|
For the years ended December 31,
|
|
Increase/(decrease)
|
|||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||
|
(€ million, except percentages)
|
|||||||||||||||||
Net financial income/(expenses)
|
9
|
|
|
2
|
|
|
(1
|
)
|
|
7
|
|
|
n.m.
|
|
3
|
|
|
n.m.
|
|
For the years ended December 31,
|
|
Increase/(decrease)
|
|||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||||
|
(€ million, except percentages)
|
|||||||||||||||||||
Income tax expense
|
133
|
|
|
120
|
|
|
101
|
|
|
13
|
|
|
10.8
|
%
|
|
19
|
|
|
18.8
|
%
|
|
|
For the six months ended June 30,
|
||||
|
|
2015
|
|
2014
|
||
|
|
(€ million)
|
||||
Cash flows from operating activities
|
|
416
|
|
|
262
|
|
Cash flows used in investing activities
|
|
(152
|
)
|
|
(128
|
)
|
Cash flows used in financing activities
|
|
(150
|
)
|
|
(131
|
)
|
Translation exchange differences
|
|
9
|
|
|
1
|
|
Total change in cash and cash equivalents
|
|
123
|
|
|
4
|
|
(i)
|
profit before taxes of €212 million adjusted to add back €130 million for depreciation and amortization expense, €23 million in provisions recognized, and €31 million related to other non-cash expenses and income, relating primarily to fluctuations in the fair value of derivatives not accounted for as hedging derivatives and allowances for doubtful accounts and inventory write-downs;
|
(ii)
|
€100 million related to cash generated by the decrease in receivables from financing activities, primarily driven by the full reimbursement of the financing of inventory related to the establishment of the Maserati standalone business in China which at December 31, 2014 was equal to €147 million, partially offset by the increase in the financial services portfolio;
|
(iii)
|
€49 million relating to cash absorbed by the net change in other operating assets and liabilities, primarily attributable to an increase in other current assets and a decrease in other liabilities, driven by VAT, deferred income and foreign currency exchange translation;
|
(iv)
|
income taxes paid of €24 million; and
|
(v)
|
€7 million related to cash absorbed from the net change in inventories, trade payables and trade receivables, primarily driven by (a) an increase in inventories of €52 million, primarily to support a smooth phase out of the 458 Italia and the 458 Spider in 2015 and to a lesser extent due to an increase in semi-finished goods primarily related to future LaFerrari shipments, partially offset by (b) an increase in trade payables of €28 million and (c) a decrease in trade receivables of €17 million.
|
(i)
|
profit before taxes of €187 million adjusted to add back €140 million for depreciation and amortization expense, €34 million in provisions recognized, and €5 million related to other non-cash expenses and income;
|
(ii)
|
€36 million related to cash generated from the net change in inventories, trade payables and trade receivables, primarily driven by (a) an increase in trade payables of €80 million, partially offset by (b) an increase in inventories of €41 million, mainly related to inventories of the LaFerrari to be shipped in future periods, and (c) an increase in trade receivables of €3 million;
|
(iii)
|
€7 million relating to cash generated by the net change in other operating assets and liabilities;
|
(iv)
|
€139 million relating to cash absorbed by an increase in receivables from financing activities, mainly driven by an increase in business volumes of Ferrari Financial Services Inc; and
|
(v)
|
income taxes paid of €8 million.
|
(i)
|
€147 million related to the increase in deposits in FCA’s cash management pools;
|
(ii)
|
€18 million related to dividends paid to non-controlling interest in our Chinese distributor, Ferrari International Cars Trading (Shanghai) Co. Ltd; and
|
(iii)
|
€11 million related to net repayments of bank borrowings.
|
(i)
|
€17 million related to net proceeds from the change in financial liabilities with FCA; and
|
(ii)
|
€9 million related to net proceeds from other debt.
|
(i)
|
€214 million related to the increase in deposits in FCA’s cash management pools; and
|
(ii)
|
€16 million related to net change in other debt.
|
(i)
|
€95 million related to the net change in financial liabilities with FCA; and
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Cash flows from operating activities
|
426
|
|
|
454
|
|
|
463
|
|
Cash flows used in investing activities
|
(290
|
)
|
|
(267
|
)
|
|
(258
|
)
|
Cash flows used in financing activities
|
(122
|
)
|
|
(163
|
)
|
|
(194
|
)
|
Translation exchange differences
|
6
|
|
|
(10
|
)
|
|
(5
|
)
|
Total change in cash and cash equivalents
|
20
|
|
|
14
|
|
|
6
|
|
(i)
|
profit before taxes of
€398 million
adjusted to add back
€289 million
for depreciation and amortization expense, €66 million in provisions recognized, and €53 million related to other non-cash expenses and income, relating primarily to the accruals to the allowances for doubtful accounts related to trading and financing activities. In particular, the €66 million accruals to provision was composed of (a) increases in the warranty provision of €27 million due to an increase in cars delivered, and to a lesser extent a reassessment of the estimated cost assumptions used to determine the provision, (b) increases in the provision for legal proceedings and disputes of €24 million, and (c) provisions to cover other risks and charges for €15 million;
|
(ii)
|
€15 million relating to cash generated by other operating cash flows, primarily attributable to the net change in other operating assets and liabilities;
|
(iii)
|
€52 million related to cash absorbed from the net change in inventories, trade payables and trade receivables, primarily driven by (a) an increase in inventories of €66 million, due to increased finished cars at December 31, 2014 as compared to December 31, 2013, and mainly related to inventories of the LaFerrari to be shipped during 2015, partially offset by (b) a €13 million increase in trade payables and (c) a €1 million decrease in trade receivables, driven by management efforts to improve collection rates;
|
(iv)
|
€202 million related to cash absorbed by an increase in receivables from financing activities, mainly driven by an increase in business volumes of Ferrari Financial Services Inc., and in particular due to an increase in the contracts relating to the sale of vintage cars, and to a lesser extent, an increase in the number of contracts relating to new cars; and
|
(v)
|
income tax paid of €141 million.
|
(i)
|
profit before taxes of
€366 million
adjusted to add back
€270 million
for depreciation and amortization expense, €24 million in provisions recognized and other non-cash items of €32 million. In particular, the €24 million increase in provisions was mainly composed of (a) increases to the warranty provision of €14 million, and (b) increases to the provision for legal proceedings and disputes of €6 million;
|
(ii)
|
€44 million related to cash generated by other operating cash flows, primarily attributable to cash generated by the change in other operating assets and liabilities;
|
(iii)
|
€87 million related to cash absorbed from the net change in inventories, trade payables and trade receivables, primarily driven by (a) a €81 million increase in trade receivables mainly driven by the increase in volumes of Maserati engine sales and (b) a €20 million increase in inventories, which were partially offset by (c) a €14 million increase in trade payables;
|
(iv)
|
€56 million related to cash absorbed by an increase in receivables from financing activities, largely due to increased business volumes of financial services operations in the United States; and
|
(v)
|
income tax paid of €139 million.
|
(i)
|
profit before taxes of
€335 million
adjusted to add back
€238 million
for depreciation and amortization expense, €42 million in provisions recognized and €37 million related to other non-cash expense and income, mainly related to the allowances for doubtful accounts related to trading and financing activities. In particular, the €42 million accruals to provision was mainly composed of (a) increases to the warranty provision of €27 million due primarily to an increase numbers of cars shipped and (b) increases to the provision for legal proceedings and disputes of €11 million;
|
(ii)
|
€78 million cash generated from other operating cash flows, primarily attributable to cash generated by the changes in other operating assets and liabilities;
|
(iii)
|
€15 million cash generated from the changes in inventories, trade payables and trade receivables, primarily driven by (a) a €25 million increase in trade payables and (b) a €9 million decrease in trade receivables, which were partially offset by (c) a €19 million increase in inventories;
|
(iv)
|
€148 million related to cash absorbed by an increase in receivables from financing activities, primarily driven by an increase in the number of financing contracts entered into by Ferrari Financial Services Inc. during the period; and
|
(iv)
|
income tax paid of €134 million.
|
(i)
|
€330 million of capital expenditures, including
€169 million
related to additions to property, plant and equipment and
€161 million
relating to additions to intangible assets. For a detailed analysis of additions to property, plant and equipment and intangible assets see “—Capital Expenditures”;
|
(ii)
|
€39 million related to cash acquired on transactions with the non-controlling interests in Ferrari International Cars Trading (Shanghai) Co. L.t.d.; and
|
(iii)
|
€1 million
proceeds from the sale of property, plant and equipment and intangible assets and the net change in investments and other financial assets.
|
(i)
|
€271 million of capital expenditures, including
€162 million
related to additions to property, plant and equipment and
€109 million
relating to additions to intangible assets. For a detailed analysis of additions to property, plant and equipment and intangible assets see “—Capital Expenditures”; and
|
(ii)
|
€4 million proceeds from the sale of property, plant and equipment and intangible assets and the net change in investments and other financial assets.
|
(i)
|
€258 million
of capital expenditures, including
€161 million
related to additions to property, plant and equipment and
€97 million
relating to additions to intangible assets. For a detailed analysis of additions to property, plant and equipment and intangible assets see “—Capital Expenditures”;
|
(ii)
|
€2 million
related to the increase in investments and other financial assets; and
|
(iii)
|
€2 million proceeds from the sale of property, plant and equipment and intangible assets.
|
(i)
|
€247 million
related to the increase in deposits in FCA’s cash management pools;
|
(ii)
|
€30 million related to net repayments of bank borrowings and other debt; and
|
(iii)
|
€15 million
related to dividends paid to non-controlling interest in our Chinese distributor, Ferrari International Cars Trading (Shanghai) Co. L.t.d.
|
(i)
|
€89 million
related to net proceeds from the change in financial liabilities with FCA; and
|
(ii)
|
€81 million
related to proceeds from third party financial liabilities, driven largely by an increase in borrowings from banks.
|
(i)
|
€227 million
related to the increase in deposits in FCA’s cash management pools, and
|
(ii)
|
€10 million
of cash used for the repayment of bank borrowings.
|
(i)
|
€51 million
related to net proceeds from the net change in financial liabilities with FCA;
|
(ii)
|
€15 million
related to proceeds from bank borrowings, driven largely by an increase in borrowings from banks, and in particular due to financing obtained by Ferrari Financial Services Japan KK to fund its financing portfolio; and
|
(iii)
|
€8 million
in net proceeds of other debt.
|
(i)
|
€293 million
related to net repayments of financial liabilities with FCA; and
|
(ii)
|
€7 million
related to dividends paid to non-controlling interest in Ferrari International Cars Trading (Shanghai) Co. L.t.d.
|
(i)
|
€73 million
related to a decrease in the deposits in FCA Group cash management pools;
|
(ii)
|
€23 million
net proceeds from other debt; and
|
(iii)
|
€10 million
related to proceeds from bank borrowings.
|
|
|
For the six months ended June 30,
|
|
For the years ended December 31,
|
|||||||||||
|
|
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|||||
|
|
(€ million)
|
|||||||||||||
Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Externally acquired and internally generated development costs
|
|
75
|
|
|
67
|
|
|
145
|
|
|
93
|
|
|
84
|
|
Patents, concessions and licenses
|
|
2
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|
8
|
|
Other intangible assets
|
|
1
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
5
|
|
Total intangible assets
|
|
78
|
|
|
70
|
|
|
161
|
|
|
109
|
|
|
97
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|||||
Land
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Industrial buildings
|
|
10
|
|
|
1
|
|
|
4
|
|
|
10
|
|
|
10
|
|
Plant, machinery and equipment
|
|
39
|
|
|
40
|
|
|
77
|
|
|
129
|
|
|
89
|
|
Other assets
|
|
7
|
|
|
1
|
|
|
12
|
|
|
12
|
|
|
8
|
|
Advances and assets under construction
|
|
17
|
|
|
15
|
|
|
76
|
|
|
11
|
|
|
52
|
|
Total property, plant and equipment
|
|
73
|
|
|
57
|
|
|
169
|
|
|
162
|
|
|
161
|
|
Total capital expenditures
|
|
151
|
|
|
127
|
|
|
330
|
|
|
271
|
|
|
258
|
|
|
|
At June 30,
|
|
At December 31,
|
||||||||
|
|
2015
|
|
2015
|
|
2014
|
|
2013
|
||||
|
|
(Pro Forma)
|
|
(Historical)
|
|
(Historical)
|
|
(Historical)
|
||||
|
|
(€ million)
|
||||||||||
Cash and cash equivalents
|
|
258
|
|
|
258
|
|
|
134
|
|
|
114
|
|
Deposits in FCA Group cash management pools
|
|
—
|
|
|
1,098
|
|
|
942
|
|
|
684
|
|
Total liquidity
|
|
258
|
|
|
1,356
|
|
|
1,076
|
|
|
798
|
|
Financial liabilities with FCA Group
|
|
—
|
|
|
(428
|
)
|
|
(379
|
)
|
|
(242
|
)
|
Financial liabilities with third parties
|
|
(1,967
|
)
|
|
(139
|
)
|
|
(131
|
)
|
|
(76
|
)
|
Total Net Cash/(Net Debt)
|
|
(1,709
|
)
|
|
789
|
|
|
566
|
|
|
480
|
|
|
|
At June 30,
|
|
At December 31,
|
|||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
(€ million)
|
|||||||
Chinese Yuan
|
|
179
|
|
|
74
|
|
|
66
|
|
Japanese Yen
|
|
53
|
|
|
27
|
|
|
30
|
|
Euro
|
|
12
|
|
|
10
|
|
|
12
|
|
U.S. Dollar
|
|
3
|
|
|
14
|
|
|
—
|
|
Other currencies
|
|
11
|
|
|
9
|
|
|
6
|
|
Total
|
|
258
|
|
|
134
|
|
|
114
|
|
|
|
For the six months ended June 30,
|
|
For the years ended December 31,
|
|||||||||||
|
|
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|||||
|
|
(€ million)
|
|||||||||||||
Cash flows from operating activities
|
|
416
|
|
|
262
|
|
|
426
|
|
|
454
|
|
|
463
|
|
Cash flows used in investing activities
|
|
(152
|
)
|
|
(128
|
)
|
|
(290
|
)
|
|
(267
|
)
|
|
(258
|
)
|
Free Cash Flow
|
|
264
|
|
|
134
|
|
|
136
|
|
|
187
|
|
|
205
|
|
|
|
Payments due by period
|
|||||||||||||
|
|
1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
After
5 years
|
|
Total
|
|||||
|
|
(€ million)
|
|||||||||||||
Long-term debt
(1)
|
|
3
|
|
|
13
|
|
|
5
|
|
|
1
|
|
|
22
|
|
Operating lease obligations
(2)
|
|
9
|
|
|
13
|
|
|
3
|
|
|
—
|
|
|
25
|
|
Unconditional minimum purchase obligations
(3)
|
|
56
|
|
|
41
|
|
|
7
|
|
|
6
|
|
|
110
|
|
Purchase obligations
(4)
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
Total contractual obligations
|
|
120
|
|
|
67
|
|
|
15
|
|
|
7
|
|
|
209
|
|
(1)
|
Amounts presented relate to the principal amounts of long-term debt and exclude the related interest expense that will be paid when due. Contractual obligations for interest payments are based on contractual terms and current interest rates on our long-term debt obligations and amount to €323 thousand due within one year, €490 thousand due from one to three years, €296 thousand due from three to five years and €416 thousand due after five years. For additional information see Note 23 “Debt” to our Annual Consolidated Financial Statements included elsewhere in this prospectus. The table above does not include short-term debt obligations or the credit line with FCA. Our long-term debt is expected to change significantly as a result of the Restructuring transactions and, in particular, the issue of the FCA Note which is expected to have a principal amount outstanding of €2.5 billion following the Restructuring. We intend to refinance the FCA Note using third party financing. See “Unaudited Pro Forma Condensed Consolidated Financial Information”.
|
(2)
|
Operating lease obligations mainly relate to leases for commercial properties and certain assets used in our business.
|
(3)
|
Unconditional minimum purchase obligations relate to our unconditional purchase obligations to purchase a fixed or minimum quantity of goods and/or services from suppliers with fixed and determinable price provisions. From time to time, in the ordinary course of our business, we enter into various arrangements with key suppliers in order to establish strategic and technological advantages. In particular, such agreements primarily relate to the purchase of research and development services and to a lesser extent, tooling obligations.
|
(4)
|
Purchase obligations represent obligations to purchase property, plant and equipment of €52 million due within one year.
|
|
Amount
|
|
|
(€ million)
|
|
Debt (as per Note 23)
|
510
|
|
Short-term debt obligations
|
(488
|
)
|
Long-term debt
|
22
|
|
•
|
Where a Group company incurs costs in a currency different from that of its revenues, any change in foreign currency exchange rates can affect the operating results of that company. In 2014, the total trade flows exposed to foreign currency exchange rate risk amounted to the equivalent of 44 percent of our turnover (45 percent in 2013).
|
•
|
The main foreign currency exchange rate to which we are exposed is the Euro/U.S. Dollar for sales in U.S. Dollar in the United States, Canada and Mexico, and other markets where the U.S. Dollar is the reference currency. In 2014, the value of commercial activity exposed to changes in the Euro/U.S. Dollar exchange rate accounted for about 63 percent (63 percent in 2013) of the total currency risk from commercial activity. Other significant exposures included the foreign currency exchange rate between the Euro and the following currencies: Swiss Franc, Pound Sterling, Australian Dollar, Japanese Yen, Chinese Yuan and Hong Kong Dollar. None of these exposures, taken individually, exceeded 10 percent of our total foreign currency exchange rate exposure for commercial activity in 2014, with the exception of the Pound Sterling, which represented approximately 12 percent (13 percent in 2013). It is our policy to use derivative financial instruments to hedge a certain percentage of the exposure, on average between 50 percent and 90 percent. Until 2014, some exposures were covered over a 24-month rolling period, and since 2015 such timeframe has been reduced to 12 months for all currencies. For firm commitments, the policy is to fully hedge the exposure.
|
•
|
Several subsidiaries are located in countries that are outside the Eurozone, in particular the United States, the United Kingdom, Switzerland, China, Hong Kong, Japan, Australia and Singapore. As our reporting currency is the Euro, the income statements of those subsidiaries are converted into Euro using the average foreign currency exchange rate for the period and, even if revenues and margins are unchanged in local currency, changes in foreign currency exchange rates can impact the amount of revenues, costs and profit as restated in Euro.
|
•
|
The amount of assets and liabilities of consolidated companies that report in a currency other than the Euro may vary from period to period as a result of changes in foreign currency exchange rates. The effects of these changes are recognized directly in equity as a component of other comprehensive income/(loss) under gains/(losses) from currency translation differences.
|
Period
|
|
Low
|
|
High
|
|
Average
|
|
Period End
|
Year ended December 31, 2010
|
|
1.1959
|
|
1.4536
|
|
1.3262
|
|
1.3269
|
Year ended December 31, 2011
|
|
1.2926
|
|
1.4875
|
|
1.3931
|
|
1.2973
|
Year ended December 31, 2012
|
|
1.2062
|
|
1.3463
|
|
1.2859
|
|
1.3186
|
Year ended December 31, 2013
|
|
1.2774
|
|
1.3816
|
|
1.3281
|
|
1.3779
|
Year ended December 31, 2014
|
|
1.2101
|
|
1.3927
|
|
1.3210
|
|
1.2101
|
Year ended December 31, 2015 (through September 18, 2015)
|
|
1.0524
|
|
1.2015
|
|
1.1095
|
|
1.1358
|
Period
|
|
Low
|
|
High
|
March 2015
|
|
1.0524
|
|
1.1212
|
April 2015
|
|
1.0582
|
|
1.1174
|
May 2015
|
|
1.0876
|
|
1.1428
|
June 2015
|
|
1.0913
|
|
1.1404
|
July 2015
|
|
1.0848
|
|
1.1150
|
August 2015
|
|
1.0868
|
|
1.1580
|
September 2015 (through September 18, 2015)
|
|
1.1104
|
|
1.1358
|
•
|
Data for the Luxury Performance Car Industry include all two door GT and sports cars with power above 500hp, and retail price above Euro 150,000 (including VAT) sold by Aston Martin, Audi, Bentley, Ferrari, Lamborghini, McLaren, Mercedes Benz, Porsche and Rolls-Royce.
|
•
|
Ferrari data based on the 22 top countries (excluding Middle East countries) for Ferrari annual registrations and sales (which accounted for approximately 80% of the total Ferrari shipments in 2014).
|
•
|
Data for the Luxury Performance Car Industry based on units registered (in USA, Brazil, Japan, Hong Kong, Taiwan, Australia, United Kingdom, Germany, France, Switzerland, Italy, Spain, Sweden, Netherlands, Belgium and Austria) or sold (in South Korea, Thailand, China, New Zealand, Singapore and Indonesia) in each period. Source: USA: US Maker Data Club, Brazil - ANFAVEA; Austria - OSZ; Belgium - FEBIAC; France - AAA; Germany - KBA; UK - SMMT; Italy - UNRAE; Netherlands- RDC; Spain- TRAFICO; Sweden - BranschData; Switzerland-ASTRA; China - China Automobile Industry Association - DataClub; Hong Kong - Hong Kong Motor Trader Association; Taiwan - Ministry of Transportation and Communications; Australia - VFACTS-S; Japan - JAIA; Indonesia - GAIKINDO; New Zealand - VFACTS; Singapore - LTA, MTA (Land Transport Authority, Motor Trader Associations); South Korea - KAIDA; Thailand -Department of Land Transportation.
|
•
|
Data for the Luxury Performance Car Industry include all two door GT and sports cars with power above 500hp, and retail price above Euro 150,000 (including VAT) sold by Aston Martin, Audi, Bentley, Ferrari, Lamborghini, McLaren, Mercedes Benz, Porsche and Rolls-Royce.
|
•
|
Ferrari data based on the 22 top countries (excluding Middle East countries) for Ferrari annual registrations and sales (which accounted for approximately 80% of the total Ferrari shipments in 2014).
|
•
|
Data for the Luxury Performance Car Industry based on units registered (in USA, Brazil, Japan, Hong Kong, Taiwan, Australia, United Kingdom, Germany, France, Switzerland, Italy, Spain, Sweden, Netherlands, Belgium and Austria) or sold (in South Korea, Thailand, China, New Zealand, Singapore and Indonesia) in each period. Source: USA: US Maker Data Club, Brazil - ANFAVEA; Austria - OSZ; Belgium - FEBIAC; France - AAA; Germany - KBA; UK - SMMT; Italy - UNRAE; Netherlands- RDC; Spain- TRAFICO; Sweden - BranschData; Switzerland-ASTRA; China - China Automobile Industry Association - DataClub; Hong Kong - Hong Kong Motor Trader Association; Taiwan - Ministry of Transportation and Communications; Australia - VFACTS-S; Japan - JAIA; Indonesia - GAIKINDO; New Zealand - VFACTS; Singapore - LTA, MTA (Land Transport Authority, Motor Trader Associations); South Korea - KAIDA; Thailand -Department of Land Transportation.
|
(Number of cars and % of total cars)
|
|
For the six months ended June 30,
|
|
For the years ended December 31,
|
||||||||||||||||||||||||||
|
|
2015
|
|
%
|
|
2014
|
|
%
|
|
2014
|
|
%
|
|
2013
|
|
%
|
|
2012
|
|
%
|
||||||||||
EMEA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
UK
|
|
456
|
|
|
12.3
|
%
|
|
408
|
|
|
11.1
|
%
|
|
705
|
|
|
9.7
|
%
|
|
686
|
|
|
9.8
|
%
|
|
686
|
|
|
9.3
|
%
|
Germany
|
|
214
|
|
|
5.8
|
%
|
|
353
|
|
|
9.6
|
%
|
|
616
|
|
|
8.5
|
%
|
|
659
|
|
|
9.4
|
%
|
|
755
|
|
|
10.2
|
%
|
Switzerland
|
|
155
|
|
|
4.2
|
%
|
|
181
|
|
|
4.9
|
%
|
|
332
|
|
|
4.6
|
%
|
|
350
|
|
|
5.0
|
%
|
|
366
|
|
|
4.9
|
%
|
Italy
|
|
139
|
|
|
3.8
|
%
|
|
132
|
|
|
3.6
|
%
|
|
243
|
|
|
3.3
|
%
|
|
206
|
|
|
2.9
|
%
|
|
318
|
|
|
4.3
|
%
|
France
|
|
129
|
|
|
3.5
|
%
|
|
138
|
|
|
3.8
|
%
|
|
253
|
|
|
3.5
|
%
|
|
273
|
|
|
3.9
|
%
|
|
330
|
|
|
4.5
|
%
|
Middle East
(1)
|
|
185
|
|
|
5.0
|
%
|
|
232
|
|
|
6.3
|
%
|
|
521
|
|
|
7.2
|
%
|
|
472
|
|
|
6.7
|
%
|
|
423
|
|
|
5.7
|
%
|
Rest of EMEA
(2)
|
|
320
|
|
|
8.7
|
%
|
|
349
|
|
|
9.5
|
%
|
|
604
|
|
|
8.3
|
%
|
|
663
|
|
|
9.5
|
%
|
|
825
|
|
|
11.1
|
%
|
Total EMEA
|
|
1,598
|
|
|
43.3
|
%
|
|
1,793
|
|
|
48.8
|
%
|
|
3,274
|
|
|
45.1
|
%
|
|
3,309
|
|
|
47.3
|
%
|
|
3,703
|
|
|
50.0
|
%
|
Americas
(3)
|
|
1,287
|
|
|
34.8
|
%
|
|
1,199
|
|
|
32.7
|
%
|
|
2,462
|
|
|
33.9
|
%
|
|
2,382
|
|
|
34.0
|
%
|
|
2,208
|
|
|
29.8
|
%
|
Greater China
(4)
|
|
261
|
|
|
7.1
|
%
|
|
289
|
|
|
7.9
|
%
|
|
675
|
|
|
9.3
|
%
|
|
572
|
|
|
8.2
|
%
|
|
789
|
|
|
10.7
|
%
|
Rest of APAC
(5)
|
|
548
|
|
|
14.8
|
%
|
|
387
|
|
|
10.6
|
%
|
|
844
|
|
|
11.7
|
%
|
|
737
|
|
|
10.5
|
%
|
|
705
|
|
|
9.5
|
%
|
Total
|
|
3,694
|
|
|
100.0
|
%
|
|
3,668
|
|
|
100.0
|
%
|
|
7,255
|
|
|
100.0
|
%
|
|
7,000
|
|
|
100.0
|
%
|
|
7,405
|
|
|
100.0
|
%
|
(1)
|
Middle East includes the United Arab Emirates, Saudi Arabia, Bahrain, Lebanon, Qatar, Oman and Kuwait.
|
(2)
|
Rest of EMEA includes Africa and the other European markets not separately identified.
|
(3)
|
Americas includes the Unites States of America, Canada, Mexico, the Caribbean and Central and South America.
|
(4)
|
Greater China includes China, Hong Kong and Taiwan.
|
(5)
|
Rest of APAC mainly includes Japan, Australia, Singapore, Indonesia and South Korea.
|
(Number of cars)
|
|
For the six months ended June 30,
|
|
For the years ended December 31,
|
|||||||||||
|
|
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|||||
Sports
|
|
|
|
|
|
|
|
|
|
|
|||||
V8
(1)
|
|
1,581
|
|
|
2,077
|
|
|
3,651
|
|
|
3,944
|
|
|
4,274
|
|
V12
(2)
|
|
645
|
|
|
900
|
|
|
1,565
|
|
|
1,401
|
|
|
481
|
|
Total Sports
|
|
2,226
|
|
|
2,977
|
|
|
5,216
|
|
|
5,345
|
|
|
4,755
|
|
GT
|
|
|
|
|
|
|
|
|
|
|
|||||
V8
|
|
1,280
|
|
|
454
|
|
|
1,645
|
|
|
1,219
|
|
|
1,589
|
|
V12
|
|
188
|
|
|
237
|
|
|
394
|
|
|
436
|
|
|
1,061
|
|
Total GT
|
|
1,468
|
|
|
691
|
|
|
2,039
|
|
|
1,655
|
|
|
2,650
|
|
TOTAL
|
|
3,694
|
|
|
3,668
|
|
|
7,255
|
|
|
7,000
|
|
|
7,405
|
|
(1)
|
Includes 458 Speciale and 458 Speciale A for 2014 and 458 Speciale for 2013 and for 2012.
|
(2)
|
Includes LaFerrari starting from the fourth quarter of 2013.
|
Category
|
|
Principal Licensees
|
Accessories
|
|
o Oakley (sunglasses)
o Tod’s (shoes and leather goods) |
Consumer electronics
|
|
Various
|
Sportswear
|
|
Puma
|
Theme Parks
|
|
o Ferrari World, Abu Dhabi
o Ferrariland, Port Aventura |
Toys
|
|
o Bburago (play-set)
o Lego (Lego toys) |
Video games
|
|
o Electronic Arts
o Microsoft
o Sony Polyphony o Ubisoft |
Watches
|
|
o Hublot (co-branded high-luxury watches)
o Movado (Scuderia Ferrari Watches)
|
Other (including models collectors, kid apparels and accessories, stationary and credit cards)
|
|
Various
|
•
|
FXX K:
Red Dot: “Best of the Best” award for top design quality and ground-breaking design (2015).
|
•
|
F12berlinetta
: “Compasso d’Oro 2014” (ADI); “Car of the Year 2014” (Robb Report); “Supercar of the Year 2013” (GQ); “Best Coupé 2013” (
L’Automobile Magazine
); “Design Award, 2012” (Auto Bild); “
Goldenes Lenkrad 2012
” (Auto Bild); “Supercar of the Year 2012” (Top Gear).
|
•
|
LaFerrari
: Red Dot design award for high design quality (2015); “Design Award” (AutoScout24 -11
th
Internet Auto Awards); “Design of the Year 2014” (AutoDesign & Styling Awards); “Best Super Sportscar 2014” (Auto Zeitung); “2014 James May’s Car of the Year” (Top Gear); “Best Cars 2015 - Coupé Category” (Motor Presse Iberia).
|
•
|
California T
: Red Dot design award for high design quality (2015); “The Most Beautiful Automobile Award 2014” (Car & Driver China); “Most Stylish Car 2014” (
Schweizer Illustrierte
).
|
•
|
458 Speciale
: “Supercar of the Year 2013” (Top Gear - UK); “2014 Car of the Year” (Evo - UK); “James May’s Car of the Year 2013” (Top Gear - UK); “Supercar of the Year 2013” (Evo Middle East); “2014 Britain’s Best Driver’s Car” (Autocar - UK).
|
•
|
458 Speciale A
: “Convertible of the Year 2014” (Top Gear UK).
|
|
For the six months ended June 30,
|
|
For the years ended December 31,
|
|||||||||||
|
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|||||
|
(€ thousand)
|
|||||||||||||
Amortization of capitalized development costs
|
55,858
|
|
|
61,706
|
|
|
125,497
|
|
|
120,444
|
|
|
97,949
|
|
Research and development costs expensed during the period
|
235,248
|
|
|
214,169
|
|
|
415,336
|
|
|
358,850
|
|
|
333,507
|
|
Total research and development costs
|
291,106
|
|
|
275,875
|
|
|
540,833
|
|
|
479,294
|
|
|
431,456
|
|
•
|
“Ferrari” (word)
|
•
|
“Ferrari” logotype:
|
•
|
the “Prancing Horse” (figurative):
|
•
|
the trademark (figurative):
|
•
|
the racing shield (figurative):
|
•
|
Scuderia Ferrari (word and figurative):
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
White collar employees
|
1,177
|
|
|
1,088
|
|
|
1,036
|
|
Italy
|
1,045
|
|
|
968
|
|
|
936
|
|
Rest of the world
|
132
|
|
|
120
|
|
|
101
|
|
Blue collar employees
|
1,603
|
|
|
1,619
|
|
|
1,602
|
|
Italy
|
1,600
|
|
|
1,615
|
|
|
1,598
|
|
Rest of the world
|
3
|
|
|
4
|
|
|
4
|
|
Executives
|
78
|
|
|
80
|
|
|
81
|
|
Total
|
2,858
|
|
|
2,787
|
|
|
2,720
|
|
•
|
We acquired from Ferrari North Europe Limited (one of Ferrari’s existing trading subsidiaries) its assets and business of providing sales, after-sales and support services for the Ferrari brand and in exchange we issued to Ferrari North Europe Limited a note for €
(the “FNE Note”);
|
•
|
FCA transferred all of the issued and outstanding share capital that it previously held in Ferrari S.p.A. (representing at that point in time 90 percent of the share capital in Ferrari S.p.A.) to us and in exchange we issued to FCA a note for €
(the “FCA Note”);
|
•
|
FCA contributed cash of €
to us in consideration of the issue to FCA of
of our common shares and the same number of our special voting shares. These common shares were issued at a nominal value of €
with a share premium of €
;
|
•
|
We used €
billion of the cash proceeds received from FCA to pay €
billion to FCA in partial discharge of the FCA Note; the remaining principal outstanding on the FCA Note is €
billion;
|
•
|
Piero Ferrari transferred his 10 percent interest in Ferrari S.p.A. to us in exchange for our common shares and special voting shares representing approximately
percent of our share capital.
|
•
|
We used €
of the cash proceeds received as a result of issuing shares to FCA to repay the FNE Note; and
|
•
|
Piero Ferrari transferred approximately
percent of our common shares and the same number of our special voting shares to FCA in exchange for € million. As a result, Piero Ferrari retains an interest representing 10 percent of the economic and voting interest in us.
|
•
|
Through a Dutch law demerger (
afsplitsing
) (the “First Demerger”), FCA would transfer all of the common shares and special voting shares held by it in us to FE Interim B.V., a newly-formed Dutch private limited liability company (
besloten vennootschap met beperkte aansprakelijkheid
) (“FE Interim”) wholly owned by a Dutch foundation (
stichting
) formed by FCA (“Stichting FCA”), with FE Interim issuing common shares and special voting shares to holders of FCA’s common shares and holders of FCA’s special voting shares. Pursuant to the First Demerger, each holder of FCA common shares will receive one common share in FE Interim for each common share in FCA immediately prior to the First Demerger and each holder of FCA special voting shares will receive one special voting share in FE Interim for each special voting share of FCA held immediately prior to the First Demerger;
|
•
|
Pursuant to a second Dutch law demerger (
afsplitsing
) (the “Second Demerger”), FE Interim will transfer all of its common shares and special voting shares in us to FE New N.V., a newly-formed Dutch public limited company (
naamloze vennootschap
) (“FE New”) wholly owned by Stichting FCA with FE New issuing common shares to the holders of FE Interim’s common shares and special voting shares to the holders of FE Interim's special voting
|
•
|
In connection with the Second Demerger, all of the shares in FE New held by Stichting FCA will be repurchased by FE New for no consideration.
|
•
|
Each holder (other than FE New) of our common shares (i.e. our public shareholders and Piero Ferrari) would receive one common share of the surviving company (i.e. FE New) for each common share in us they hold immediately prior to the Merger;
|
•
|
Each holder (other than FE New) of special voting shares in us would receive one special voting share in the surviving company (i.e. in FE New) for each special voting share held immediately prior to the Merger; and
|
•
|
The common shares and special voting shares in us held by FE New will be cancelled.
|
•
|
Exor S.p.A.: approximately
24 percent
;
|
•
|
Piero Ferrari: approximately
10 percent
; and
|
•
|
Public shareholders: approximately
66 percent
.
|
Name
|
|
Year of Birth
|
|
Position
|
Sergio Marchionne
|
|
1952
|
|
Chairman of the Board
|
Richard K. Palmer
|
|
1967
|
|
Director
|
Alessandro Gili
|
|
1971
|
|
Chief Financial Officer and Director
|
Name
|
|
Year of Birth
|
|
Position
|
Sergio Marchionne
|
|
1952
|
|
Chairman
|
Amedeo Felisa
|
|
1946
|
|
Chief Executive Officer
|
Alessandro Gili
|
|
1971
|
|
Chief Financial Officer
|
Maurizio Arrivabene
|
|
1957
|
|
Managing Director of
Gestione Sportiva
|
Luca Fuso
|
|
1961
|
|
Chief Brand Officer
|
Mario Mairano
|
|
1951
|
|
Chief Human Resources Officer
|
Michael Hugo Leiters
|
|
1971
|
|
Chief Technology Officer
|
Enrico Galliera
|
|
1966
|
|
Chief Marketing and Commercial Officer
|
Vincenzo Regazzoni
|
|
1963
|
|
Chief Manufacturing Officer
|
Ervino Riccobon
|
|
1964
|
|
Chief of Product and Processes Competitiveness
|
Nicola Boari
|
|
1970
|
|
Head of Product Marketing
|
Flavio Manzoni
|
|
1965
|
|
Head of Design
|
Shareholders
|
Current Number of Shares
|
|
% Share Capital
|
|
Number of Offer Shares sold
|
|
Shareholding Post‑Offering
|
|
% Share Capital
|
|
Number of shares under the Over‑
Allotment Option
|
|
Shareholding Post‑Global Offering if Over‑Allotment Option exercised in full
|
|
% Share Capital
|
|||||
Fiat Chrysler Automobiles N.V.
|
|
|
90.00
|
%
|
|
|
|
|
|
80.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Piero Ferrari
|
|
|
10.00
|
%
|
|
|
|
|
|
10.00
|
%
|
|
—
|
|
|
|
|
10.00
|
%
|
|
Public Shareholders
|
|
|
—
|
%
|
|
|
|
|
|
10.00
|
%
|
|
—
|
|
|
—
|
|
|
10.00
|
%
|
Total
|
|
|
100.00
|
%
|
|
|
|
|
|
100.00
|
%
|
|
—
|
|
|
|
|
100.00
|
%
|
•
|
the sale of engines and car bodies to Maserati S.p.A. and Officine Maserati Grugliasco S.p.A. which are controlled by FCA;
|
•
|
the purchase of engine components from FCA US LLC, which is controlled by FCA, for use in Maserati engines;
|
•
|
the purchase of automotive lighting and automotive components from Magneti Marelli S.p.A., Magneti Marelli Espana S.A. and Automotive Lighting Italia S.p.A., which are controlled by FCA; and
|
•
|
transactions with other FCA companies, mainly relating to the services provided by FCA companies, including human resources, payroll, tax, customs, procurement of insurance coverage, accounting and treasury services and sponsorship vehicles for the display of FCA Group logos on the Formula 1 cars.
|
•
|
we sell a portion of our trade and financial receivables to the FCA Bank Group, which is jointly controlled by FCA; on derecognition of the asset, the difference between the carrying amount and the consideration received or receivable is recognized in cost of sales;
|
•
|
certain of our financing companies obtain financing from FCA companies;
|
•
|
certain of our companies participate in the FCA group-wide cash management system where the operating cash management, main funding operations and liquidity investment of the Group are centrally coordinated by dedicated treasury companies of FCA. Deposits with FCA earn EURIBOR +15bps. Following the Separation, these arrangements will be terminated and we will manage our liquidity and treasury function on a standalone basis;
|
•
|
the Group has purchased trade receivables from the FCA on a non-recourse basis. The interest earned on such receivables is recorded in net revenues; and
|
•
|
the Group has financial receivables with Maserati S.p.A. and Automotive Lighting LLC, which will be settled in the ordinary course of business.
|
•
|
the Group incurs rental costs from Iveco Finanziaria S.p.A. related to the rental of trucks used by the Formula 1 racing team; and
|
•
|
the Group earns sponsorship revenue from Iveco S.p.A.
|
•
|
the purchase of leather goods from Poltrona Frau S.p.A., which was controlled by our former Chairman until March 25, 2014 when he sold his controlling interest;
|
•
|
the purchase of components for Formula 1 racing vehicles from COXA S.p.A., controlled by Mr. Piero Ferrari; and
|
•
|
consultancy services provided by HPE S.r.l., controlled by Mr. Piero Ferrari.
|
•
|
a resolution to reduce the issued share capital;
|
•
|
a resolution to amend the Ferrari Articles of Association;
|
•
|
a resolution to restrict or exclude rights of pre-emption;
|
•
|
a resolution to authorize the Ferrari Board of Directors to restrict or exclude shareholder rights of pre-emption;
|
•
|
a resolution to enter into a legal merger or a legal demerger; or
|
•
|
a resolution to liquidate Ferrari.
|
1.
|
an owner of one or more common shares and, if applicable, special voting shares who in addition to the title to such common shares and, if applicable, special voting shares, has an economic interest in such common shares and, if applicable, special voting shares;
|
2.
|
a person who or an entity that holds the entire economic interest in one or more common shares and, if applicable, special voting shares;
|
3.
|
a person who or an entity that holds an interest in an entity, such as a partnership or a mutual fund, that is transparent for Dutch tax purposes, the assets of which comprise one or more common shares and, if applicable, special voting shares, within the meaning of 1. or 2. above; or
|
4.
|
a person who is deemed to hold an interest in common shares and, if applicable, special voting shares, as referred to under 1. to 3., pursuant to the attribution rules of article 2.14a, of the Dutch Income Tax Act 2001 (
Wet inkomstenbelasting 2001
), with respect to property that has been segregated, for instance in a trust or a foundation.
|
a.
|
such holder is an individual;
|
b.
|
such holder is a resident, or deemed to be a resident, in the Netherlands for Dutch income tax purposes;
|
c.
|
such holder’s common shares and, if applicable, special voting shares and any benefits derived or deemed to be derived therefrom have no connection with such holder’s past, present or future employment, if any; and
|
d.
|
such holder’s common shares and, if applicable, special voting shares do not form part of a substantial interest
(aanmerkelijk belang
) or a deemed substantial interest in Ferrari and/or FE New within the meaning of Chapter 4 of the Dutch Income Tax Act 2001 (
Wet inkomstenbelasting 2001
).
|
1.
|
Such person - either alone or, in the case of an individual, together with his partner, if any, or pursuant to article 2.14a, of the Dutch Income Tax Act 2001 (
Wet inkomstenbelasting 2001
) - owns or is deemed to own, directly or indirectly, either a number of shares in Ferrari and/or FE New representing five percent or more of the total issued and outstanding capital (or the issued and outstanding capital of any class of shares), or rights to acquire, directly or indirectly, shares, whether or not already issued, representing five percent or more of the total issued and outstanding capital (or the issued and outstanding capital of any class of the shares), or profit-participating certificates (
winstbewijzen
) relating to five percent or more of the annual profit or to five percent or more of the liquidation proceeds. The common shares and the special voting shares are considered to be separate classes of shares.
|
2.
|
Such person’s shares, rights to acquire shares or profit-participating certificates in Ferrari and/or FE New are held by him or deemed to be held by him following the application of a non-recognition provision.
|
3.
|
Such person’s partner or any of his relatives by blood or by marriage in the direct line (including foster-children) or of those of his partner has a substantial interest (as described under (1) and (2) above) in Ferrari and/or FE New.
|
i.
|
such holder is a corporate entity (
lichaam
), including an association that is taxable as a corporate entity, that is subject to Dutch corporation tax in respect of benefits derived from its common shares and, if applicable, special voting shares;
|
ii.
|
such holder is a resident, or deemed to be resident, in the Netherlands for Dutch corporation tax purposes;
|
iii.
|
such holder is not an entity that, although subject to Dutch corporation tax, is, in whole or in part, specifically exempt from that tax; and
|
iv.
|
such holder is not an investment institution (
beleggingsinstelling
) as defined in article 28 of the Dutch Corporation Tax Act 1969 (
Wet op de vennootschapsbelasting 1969
).
|
a.
|
such holder is neither resident, nor deemed to be resident, in the Netherlands for purposes of Dutch income tax or corporation tax, as the case may be;
|
b.
|
such holder’s common shares and, if applicable, special voting shares and any benefits derived or deemed to be derived from such shares have no connection with past, present or future employment, management activities and functions or membership of a management board (
bestuurder
) or a supervisory board (
commissaris
);
|
c.
|
such holder’s common shares and, if applicable, special voting shares do not form part of a substantial interest or a deemed substantial interest in Ferrari and/or FE New within the meaning of Chapter 4 of the Dutch Income Tax Act 2001 (
Wet inkomstenbelasting 2001
); and
|
d.
|
if such holder is not an individual, no part of the benefits derived from such holder’s common shares and, if applicable, special voting shares is exempt from Dutch corporation tax under the participation exemption as laid down in the Dutch Corporation Tax Act 1969 (
Wet op de vennootschapsbelasting 1969
).
|
1.
|
such holder derives profits from an enterprise directly, or pursuant to a co-entitlement to the net value of such enterprise, other than as a holder of securities, which enterprise either is managed in the Netherlands or carried on, in whole or in part, through a permanent establishment or a permanent representative which is taxable in the Netherlands, and such holder’s Ferrari common shares and, if applicable, Ferrari special voting shares are attributable to such enterprise; or
|
2.
|
such holder is an individual and such holder derives benefits from Ferrari common shares and, if applicable, Ferrari special voting shares that are taxable as benefits from miscellaneous activities in the Netherlands.
|
•
|
distributions in cash or in kind, deemed and constructive distributions and repayments of capital not recognized as paid-in for Dutch dividend withholding tax purposes;
|
•
|
liquidation proceeds and proceeds of repurchase or redemption of Ferrari common shares and, if applicable, Ferrari special voting shares or FE New common shares and, if applicable, FE New special voting shares in excess of the average capital recognized as paid-in for Dutch dividend withholding tax purposes;
|
•
|
the par value of common shares and/or special voting shares issued by Ferrari or FE New to a holder of common shares and, if applicable, special voting shares or an increase of the par value of common shares and/or special voting shares, as the case may be, to the extent that it does not appear that a contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made;
|
•
|
partial repayment of capital, recognized as paid-in for Dutch dividend withholding tax purposes, if and to the extent that there are net profits (
zuivere winst
), unless (a) the general meeting of shareholders of Ferrari or FE New has resolved in advance to make such repayment and (b) the par value of the common shares and/or special voting shares concerned has been reduced by an equal amount by way of an amendment to articles of association of Ferrari or FE New.
|
1.
|
such holder is, according to the tax law in a Member State of the European Union or a state designated by ministerial decree, that is a party to the Agreement regarding the European Economic Area, resident there and such holder is not transparent for tax purposes according to the tax law of such state;
|
2.
|
any one or more of the following threshold conditions are satisfied:
|
a.
|
at the time the dividend is distributed by Ferrari, such holder holds shares representing at least five percent of Ferrari’s nominal paid-up capital; or
|
b.
|
such holder has held shares representing at least five percent of Ferrari’s nominal paid up capital for a continuous period of more than one year at any time during the four years preceding the time the dividend is distributed by Ferrari; or
|
c.
|
such holder is connected with Ferrari within the meaning of article 10a, paragraph 4, of the Dutch Corporation Tax Act 1969 (
Wet op de vennootschapsbelasting 1969
); or
|
d.
|
an entity connected with such holder within the meaning of article 10a, paragraph 4, of the Dutch Corporation Tax Act 1969 (
Wet op de vennootschapsbelasting 1969
) holds at the time the dividend is distributed by Ferrari, shares representing at least five percent of Ferrari’s nominal paid-up capital;
|
3.
|
such holder is not considered to be resident outside the Member States of the European Union or the states designated by ministerial decree, that are a party to the Agreement regarding the European Economic Area, under the terms of a double tax treaty concluded with a third State; and
|
4.
|
such holder does not perform a similar function to an investment institution (
beleggingsinstelling
) as meant by article 6a or article 28 of the Dutch Corporation Tax Act 1969 (
Wet op de vennootschapsbelasting 1969
).
|
i.
|
the donor is, or the deceased was, resident or deemed to be resident in the Netherlands for purposes of Dutch gift tax or Dutch inheritance tax, as applicable; or
|
ii.
|
the donor made a gift of Ferrari common shares and, if applicable, Ferrari special voting shares, then became a resident or deemed resident of the Netherlands, and died as a resident or deemed resident of the Netherlands within 180 days of the date of the gift.
|
1.
|
such holder derives profits from an enterprise directly, or pursuant to a co-entitlement to the net value of such enterprise, other than as a holder of securities, which enterprise either is managed in the Netherlands or carried on, in whole or in part, through a permanent establishment or a permanent representative which is taxable in the Netherlands, and such holder’s Ferrari common shares and, if applicable, Ferrari special voting shares are attributable to such enterprise; or
|
2.
|
such holder is an individual and such holder derives benefits from Ferrari common shares and, if applicable, Ferrari special voting shares that are taxable as benefits from miscellaneous activities in the Netherlands.
|
1.
|
such holder derives profits from an enterprise directly, or pursuant to a co-entitlement to the net value of such enterprise, other than as a holder of securities, which enterprise either is managed in the Netherlands or carried on, in whole or in part, through a permanent establishment or a permanent representative which is taxable in the Netherlands, and such holder’s FE New common shares and, if applicable, FE New special voting shares are attributable to such enterprise; or
|
2.
|
such holder is an individual and such holder derives benefits from FE New common shares and, if applicable, FE New special voting shares that are taxable as benefits from miscellaneous activities in the Netherlands.
|
1.
|
such holder is, according to the tax law in a Member State of the European Union or a state designated by ministerial decree, that is a party to the Agreement regarding the European Economic Area, resident there and such holder is not transparent for tax purposes according to the tax law of such state;
|
2.
|
any one or more of the following threshold conditions are satisfied:
|
a.
|
at the time the dividend is distributed by FE New, such holder holds shares representing at least five percent of FE New’s nominal paid-up capital; or
|
b.
|
such holder has held shares representing at least five percent of FE New’s nominal paid up capital for a continuous period of more than one year at any time during the four years preceding the time the dividend is distributed by FE New; or
|
c.
|
such holder is connected with FE New within the meaning of article 10a, paragraph 4, of the Dutch Corporation Tax Act 1969 (
Wet op de vennootschapsbelasting 1969
); or
|
d.
|
an entity connected with such holder within the meaning of article 10a, paragraph 4, of the Dutch Corporation Tax Act 1969 (
Wet op de vennootschapsbelasting 1969
) holds at the time the dividend is distributed by FE New, shares representing at least five percent of FE New’s nominal paid-up capital;
|
3.
|
such holder is not considered to be resident outside the Member States of the European Union or the states designated by ministerial decree, that are a party to the Agreement regarding the European Economic Area, under the terms of a double tax treaty concluded with a third State; and
|
4.
|
such holder does not perform a similar function to an investment institution (
beleggingsinstelling
) as meant by article 6a or article 28 of the Dutch Corporation Tax Act 1969 (
Wet op de vennootschapsbelasting 1969
).
|
i.
|
the donor is, or the deceased was, resident or deemed to be resident in the Netherlands for purposes of Dutch gift tax or Dutch inheritance tax, as applicable; or
|
ii.
|
the donor made a gift of FE New common shares and, if applicable, FE New special voting shares, then became a resident or deemed resident of the Netherlands, and died as a resident or deemed resident of the Netherlands within 180 days of the date of the gift.
|
•
|
“CITA”: Presidential Decree No. 917 of December 22, 1986 (the Consolidated Income Tax Act);
|
•
|
“Italian White List”: the list of countries and territories allowing a satisfactory exchange of information with Italy (i) currently included in the Italian Ministerial Decree of September 4, 1996, as subsequently amended and supplemented or (ii) once effective in any other decree or regulation that will be issued in the future to provide the list of such countries and territories (and that will replace Ministerial Decree of September 4, 1996), including any country or territory that will be deemed listed therein for the purpose of any interim rule;
|
•
|
“Non-Qualified Holdings”: holdings of common shares in Ferrari, including rights or securities through which Ferrari common shares may be acquired, other than Qualified Holdings;
|
•
|
“Qualified Holdings”: holdings of common shares in Ferrari, including rights or securities through which Ferrari common shares may be acquired, that represent, in case of shares listed on regulated markets, either (i) more than two percent of the overall voting rights exercisable at ordinary shareholders’ meetings or (ii) an interest in Ferrari’s issued and outstanding capital in excess of five percent; and
|
•
|
“Transfer of Qualified Holdings”: transfers of common shares in Ferrari, including rights or securities through which Ferrari common shares may be acquired, that exceed, over a period of 12 (twelve) months, the threshold for qualifying as Qualified Holdings. The twelve-month period starts from the date when the shares, securities and the rights owned represent a percentage of voting rights or interest in Ferrari’s capital that exceeds the aforesaid thresholds. In case of rights or securities through which Ferrari common shares may be acquired, the percentage of voting rights or interest in Ferrari’s capital potentially attributable to the holding of such rights and securities is taken into account.
|
(A)
|
I
TALIAN
R
ESIDENT
P
ERSONS
|
(i)
|
Individuals not engaged in business activity
|
(ii)
|
Individuals not engaged in business activity and holding the Ferrari common shares under the “risparmio gestito” regime
|
(iii)
|
Sole Proprietors
|
(iv)
|
Partnerships (Italian “società in nome collettivo,” “società in accomandita semplice,” “società semplici
”
and similar Italian partnerships as referred to in Article 5 CITA), as well as companies and other business entities referred to in Article 73(1)(a)-(b) CITA
|
(v)
|
Non-business entities referred to in Article 73(1)(c) CITA
|
(vi)
|
Persons exempt from IRES and persons outside the scope of IRES
|
(vii)
|
Pension funds and OICR (other than Real Estate AIF)
|
(viii)
|
Real Estate AIF
|
(B)
|
N
ON
-I
TALIAN
R
ESIDENT
P
ERSONS
|
(i)
|
Non-resident persons holding the common shares in Ferrari through a permanent establishment in Italy
|
(ii)
|
Non-resident persons that do not hold the common shares in Ferrari through a permanent establishment in Italy
|
(iii)
|
U.S. holders (without permanent establishment in Italy) of Ferrari common shares and, if applicable, Ferrari special voting shares
|
(A)
|
I
TALIAN
R
ESIDENT
P
ERSONS
|
(i)
|
Individuals not engaged in business activity
|
(ii)
|
Sole Proprietors, business partnerships (Italian “società in nome collettivo,” “società in accomandita semplice” and similar Italian partnerships as referred to in Article 5 CITA), as well as companies and other business entities referred to in Article 73(1)(a)-(b) CITA
|
(iii)
|
Non-business entities referred to in Article 73(1)(c) CITA
|
(iv)
|
Persons exempt from IRES
|
(v)
|
Pension funds and OICR (other than Real Estate AIF)
|
(vi)
|
Real Estate “AIF”
|
(B)
|
N
ON
-I
TALIAN
R
ESIDENT
P
ERSONS
|
(i)
|
Non-resident persons that do not hold the common shares in Ferrari through a permanent establishment in Italy
|
(ii)
|
Non-resident persons holding the common shares in Ferrari through a permanent establishment in Italy
|
(A)
|
I
TALIAN
R
ESIDENT
P
ERSONS
|
(i)
|
Italian resident individuals not engaged in business activity
|
a.
|
Tax return regime (
regime della dichiarazione
). Under this regime, capital gains and capital losses realized during the tax year must be reported in the income tax return. CGT is computed on capital gains net of capital losses of the same nature and must be paid by the term for paying the balance of the annual income tax. Capital losses in excess of capital gains may be carried forward and offset against capital gains realized in any of the four following tax years. Capital losses may be carried forward and offset against capital gains of the same nature realized after June 30, 2014, but up to the following amount in case of capital losses realized up to June 30, 2014: (i) 48.08 percent of the relevant capital losses realized before January 1, 2012, and (ii) 76.92 percent of the capital losses realized from January 1, 2012 to June 30, 2014. This regime is the default regime if the taxpayer does not elect into any of the two alternative regimes described in (b) and (c) below.
|
b.
|
Nondiscretionary investment portfolio regime (
risparmio amministrato
) (optional). Under this regime, CGT is applied separately on capital gains realized on each transfer of common shares in Ferrari. This regime is allowed subject to (x) the Ferrari common shares being managed or in custody with Italian banks, broker-dealers (
società di intermediazione mobiliare
) or certain authorized financial intermediaries; and (y) an express election for the nondiscretionary investment portfolio regime being made in writing in due time by the relevant holder. Under this regime, the financial intermediary is responsible for accounting for and paying (on behalf of the taxpayer) CGT in respect of capital gains realized on each transfer of the common shares in Ferrari (as well as in respect of capital gains realized at revocation of the intermediary’s mandate), net of any relevant capital losses of the same nature. Capital losses may be carried forward and offset against capital gains of the same nature realized within the same relationship of deposit in the same tax year or in the following tax years up to the fourth. Capital losses may be carried forward and offset against capital gains of the same nature realized after June 30, 2014, but up to the following amount in case of capital losses realized up to June 30, 2014: (i) 48.08 percent of the relevant capital losses realized before January 1, 2012, and (ii) 76.92 percent of the capital losses realized from January 1, 2012 to June 30, 2014. Under this regime, the holder is not required to report capital gains in the annual income tax return.
|
c.
|
Discretionary investment portfolio regime (
risparmio gestito
) (optional). This regime is allowed for holders who have entrusted the management of their financial assets, including the Ferrari common shares, to an authorized intermediary and have elected in writing into this regime. Under this regime, capital gains accrued on the Ferrari common shares are included in the computation of the annual increase in value of the managed assets accrued (even if not realized) at year end, which is subject to CGT. The managing authorized intermediary applies the tax on behalf of the taxpayer. Any decrease in value of the managed assets accrued at year end may be carried forward and offset against any increase in value of the managed assets accrued in any of the four following tax years. Decreases in value of the managed assets may be carried forward and offset against any subsequent increase in value accrued at July 1, 2014, but up to the following amount in case of decreases in value occurred up to June 30, 2014: (i) 48.08 percent of the relevant decreases in value occurred before January 1, 2012; and (ii) 76.92 percent of the decreases in value occurred from January 1, 2012 to June 30, 2014. Under this regime, the holder is not required to report capital gains in the annual income tax return.
|
(ii)
|
Sole Proprietors and business partnerships (Italian “società in nome collettivo,” “società in accomandita semplice” and similar Italian partnerships as referred to in Article 5 CITA)
|
(iii)
|
Companies and other business entities referred to in Article 73(1)(a)-(b) CITA
|
a.
|
The common shares in Ferrari have been uninterruptedly held as of the first day of the twelfth month prior to the transfer, treating the Ferrari common shares acquired on the most recent date as being transferred first (on a “last in first out” basis); and
|
b.
|
The common shares in Ferrari have been booked as fixed financial assets in the first financial statement closed during the holding period. In case of holders that draft their financial statements according to IAS / IFRS international accounting standards, the common shares in Ferrari are deemed as fixed financial assets if they are not accounted as “held for trading.”
|
(iv)
|
Non-business entities referred to in Article 73(1)(c) CITA and non-business partnerships referred to in Article 5 CITA
|
(v)
|
Pension funds and OICR (other than Real Estate “AIF”)
|
(vi)
|
Real Estate AIF
|
(B)
|
N
ON
-I
TALIAN
R
ESIDENT
P
ERSONS
|
(i)
|
Non-resident persons holding the common shares in Ferrari through a permanent establishment in Italy
|
(ii)
|
Non-resident persons that do not hold the common shares in Ferrari through a permanent establishment in Italy
|
a.
|
Non-Qualified Holdings. No tax applies in Italy on capital gains realized by non-Italian resident holders without a permanent establishment in Italy upon transfer for consideration of common shares in Ferrari that do not qualify as Transfers of Qualified Holdings, even if the Ferrari common shares are held in Italy and regardless of the provisions set forth in any applicable double tax treaty. In such case, in order to benefit from this exemption, non-Italian resident holders who hold the Ferrari common shares with an Italian authorized financial intermediary and either are subject to the nondiscretionary investment portfolio regime or have elected into the discretionary investment portfolio regime may be required to timely submit to the Italian authorized financial intermediary an affidavit whereby they state that they are not resident in Italy for tax purposes.
|
b.
|
Qualified Holdings. Capital gains realized by non-Italian resident holders without a permanent establishment in Italy upon Transfers of Qualified Holdings are included in the holder’s income taxable in Italy according to the same rules as applicable to Italian resident individuals not engaged in business activity. These capital gains must be reported in the annual income tax return and cannot be subject to the nondiscretionary investment portfolio regime or the discretionary investment portfolio regime. However, the provisions of double tax treaties entered into by Italy may apply if more favorable.
|
(i)
|
Transfer of ownership of the Ferrari shares
|
(ii)
|
High-frequency trading
|
•
|
At a rate of four percent in case of transfers made to the spouse or relatives in direct line, on the portion of the global net value of the transferred assets, if any, exceeding, for each beneficiary, €1,000,000.00.
|
•
|
At a rate of six percent in case of transfers made to relatives up to the fourth degree or relatives-in-law up to the third degree on the entire value of the transferred assets (in the case of transfers to brothers or sisters, the six percent rate is applicable only on the portion of the global net value of the transferred assets, if any, exceeding, for each beneficiary, €100,000.00).
|
•
|
At a rate of eight percent in any other case.
|
•
|
a dealer in securities or foreign currencies,
|
•
|
a regulated investment company,
|
•
|
a trader in securities that elects to use a mark-to-market method of accounting for securities holdings,
|
•
|
a tax-exempt organization,
|
•
|
a bank, financial institution, or insurance company,
|
•
|
a person liable for the alternative minimum tax,
|
•
|
a person that actually or constructively owns 10 percent or more, by vote or value, of Ferrari,
|
•
|
a person that holds common shares or special voting shares of Ferrari as part of a straddle or a hedging, conversion, or other risk reduction transaction for U.S. federal income tax purposes,
|
•
|
a person that acquired common shares or special voting shares of Ferrari pursuant to the exercise of employee stock options or otherwise as compensation, or
|
•
|
a person whose functional currency is not the U.S. Dollar.
|
•
|
an individual that is a citizen or resident of the United States;
|
•
|
a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States;
|
•
|
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (ii) the trust has made a valid election under applicable Treasury Regulations to be treated as a U.S. person.
|
•
|
75 percent or more of Ferrari’s gross income for the taxable year consists of “passive income” (including dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury Regulations); or
|
•
|
at least 50 percent of its assets for the taxable year (averaged over the year and determined based upon value) produce or are held for the production of passive income.
|
•
|
dividend payments or other taxable distributions made to such U.S. holder within the U.S., and
|
•
|
the payment of proceeds to such U.S. holder from the sale of Ferrari common shares effected at a U.S. office of a broker.
|
•
|
fails to provide an accurate taxpayer identification number,
|
•
|
is notified by the IRS that such U.S. holder has failed to report all interest and dividends required to be shown on such U.S. holder’s federal income tax returns, or
|
•
|
in certain circumstances, fails to comply with applicable certification requirements.
|
•
|
the gain is “effectively connected” with the non-U.S. holder’s conduct of a trade or business in the United States, and, if required by an applicable income tax treaty as a condition for subjecting the holder to U.S. taxation on a net income basis, the gain is attributable to a permanent establishment that the non-U.S. holder maintains in the United States, or
|
•
|
the non-U.S. holder is an individual, is present in the United States for 183 or more days in the taxable year of the sale and certain other conditions exist.
|
•
|
dividend payments made to the non-U.S. holder outside the United States, and
|
•
|
other dividend payments and the payment of the proceeds from the sale of Ferrari common shares effected at a U.S. office of a broker, as long as the income associated with such payments is otherwise exempt from U.S. federal income tax, and:
|
◦
|
the payor or broker does not have actual knowledge or reason to know that the holder is a U.S. person and the non-U.S. holder has furnished the payor or broker:
|
▪
|
an IRS Form W-8BEN or W-8BEN-E, as applicable, or an acceptable substitute form upon which the non-U.S. holder certifies, under penalties of perjury, that the holder is a non-U.S. person, or
|
▪
|
other documentation upon which it may rely to treat the payments as made to a non-U.S. person in accordance with Treasury Regulations, or
|
◦
|
the non-U.S. holder otherwise establishes an exemption.
|
•
|
the proceeds are transferred to an account maintained by a non-U.S. holder in the United States,
|
•
|
the payment of proceeds or the confirmation of the sale is mailed to the non-U.S. holder at a U.S. address, or
|
•
|
the sale has some other specified connection with the United States as provided in Treasury Regulations, unless the broker does not have actual knowledge or reason to know that the holder is a U.S. person and the documentation requirements described above are met or the holder otherwise establishes an exemption.
|
•
|
a U.S. person,
|
•
|
a controlled foreign corporation for U.S. federal income tax purposes,
|
•
|
a foreign person 50 percent or more of whose gross income is effectively connected with the conduct of a U.S. trade or business for a specified three-year period, or
|
•
|
a foreign partnership, if at any time during its tax year:
|
◦
|
one or more of its partners are “U.S. persons,” as defined in Treasury Regulations, which in the aggregate hold more than 50 percent of the income or capital interest in the partnership, or
|
◦
|
such foreign partnership is engaged in the conduct of a U.S. trade or business, unless the broker does not have actual knowledge or reason to know that the person is a U.S. person and the documentation requirements described above are met or the person otherwise establishes an exemption.
|
•
|
such U.S. holder should recognize no gain or loss upon the exchange;
|
•
|
such U.S. holder’s aggregate basis in its common shares of FE New should be equal to the U.S. holder’s aggregate tax basis in its common shares of Ferrari;
|
•
|
such U.S. holder’s holding period in its FE New common shares should include such U.S. holder’s holding period in its Ferrari common shares in exchange for which such U.S. holder received such common shares of FE New.
|
Underwriters
|
Number of Common Shares
|
UBS Securities LLC
|
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
|
|
Allen & Company LLC
|
|
Banco Santander, S.A.
|
|
BNP Paribas Securities Corp.
|
|
J.P. Morgan Securities LLC
|
|
Mediobanca - Banca di Credito Finanziario S.p.A.
|
|
Total
|
|
•
|
receipt and acceptance of our common shares by the underwriters; and
|
•
|
the underwriters’ right to reject orders in whole or in part.
|
|
|
Total
|
|
|
Per common share
|
No exercise
|
Full exercise
|
Public offering price
|
|
$
|
$
|
Underwriting discounts and commissions to be paid by the selling shareholder
|
|
$
|
$
|
Proceeds, before expenses, to the selling shareholder
|
|
$
|
$
|
•
|
stabilizing transactions;
|
•
|
short sales;
|
•
|
purchases to cover positions created by short sales;
|
•
|
imposition of penalty bids; and
|
•
|
syndicate covering transactions.
|
•
|
the information set forth in this prospectus and otherwise available to the representatives;
|
•
|
our history and prospects and the history and prospects for the industry in which we compete;
|
•
|
our past and present financial performance;
|
•
|
our prospects for future earnings and the present state of our development;
|
•
|
the general condition of the securities market at the time of this offering;
|
•
|
the recent market prices of, and demand for, publicly traded common shares of generally comparable companies;
|
•
|
other factors deemed relevant by the underwriters and the selling shareholder.
|
(a)
|
to any legal entity which is a qualified investor as defined under the Prospectus Directive;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives of the underwriters for any such offer; or
|
(c)
|
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired our securities pursuant to an offer made under Section 275 except:
|
(1)
|
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
(2)
|
where no consideration is or will be given for the transfer;
|
(3)
|
where the transfer is by operation of law; or
|
(4)
|
as specified in Section 276(7) of the SFA.
|
•
|
the jurisdiction of the U.S. court has been based on grounds that are internationally acceptable;
|
•
|
the final judgment results from proceedings compatible with Dutch concepts of due process;
|
•
|
the final judgment does not contravene public policy of the Netherlands; and
|
•
|
the final judgment has not been rendered in proceedings of a penal, revenue or other public law nature.
|
•
|
the U.S. court which rendered the final judgment had jurisdiction according to Italian law principles of jurisdiction;
|
•
|
the relevant summons and complaint was appropriately served on the defendants in accordance with U.S. law and during the proceedings the essential rights of the defendants have not been violated;
|
•
|
the parties to the proceeding appeared before the court in accordance with U.S. law or, in the event of default by the defendants, the U.S. court declared such default in accordance with U.S. law;
|
•
|
there is no conflicting final judgment previously rendered by an Italian court;
|
•
|
there is no action pending in the Republic of Italy among the same parties and arising from the same facts and circumstances which commenced prior to the action in the United States; and
|
•
|
the provisions of such judgment would not violate Italian public policy. Italian courts may have jurisdiction on actions based on non-Italian law depending on the nature of the claims brought by the relevant shareholder and subject to the requirements set forth under the Council Regulations (EC) no. 66/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.
|
|
|
Page
|
Interim Condensed Consolidated Financial Statements
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Consolidated Financial Statements at December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
Note
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
|
|
(€ thousand)
|
||||||||||
Net revenues
|
6
|
|
765,789
|
|
|
728,682
|
|
|
1,386,737
|
|
|
1,348,571
|
|
Cost of sales
|
7
|
|
415,473
|
|
|
408,380
|
|
|
721,738
|
|
|
737,946
|
|
Selling, general and administrative costs
|
8
|
|
87,088
|
|
|
77,414
|
|
|
152,100
|
|
|
143,383
|
|
Research and development costs
|
9
|
|
137,462
|
|
|
132,109
|
|
|
291,106
|
|
|
275,875
|
|
Other expenses, net
|
|
|
3,724
|
|
|
6,044
|
|
|
3,788
|
|
|
6,317
|
|
EBIT
|
|
|
122,042
|
|
|
104,735
|
|
|
218,005
|
|
|
185,050
|
|
Net financial (expenses)/income
|
10
|
|
(7,904
|
)
|
|
1,258
|
|
|
(5,962
|
)
|
|
1,509
|
|
Profit before taxes
|
|
|
114,138
|
|
|
105,993
|
|
|
212,043
|
|
|
186,559
|
|
Income tax expense
|
11
|
|
38,229
|
|
|
32,457
|
|
|
71,064
|
|
|
58,644
|
|
Profit from continuing operations
|
|
|
75,909
|
|
|
73,536
|
|
|
140,979
|
|
|
127,915
|
|
Net profit
|
|
|
75,909
|
|
|
73,536
|
|
|
140,979
|
|
|
127,915
|
|
Net profit attributable to:
|
|
|
|
|
|
|
|
|
|
||||
Owners of the parent
|
|
|
75,260
|
|
|
72,139
|
|
|
139,634
|
|
|
125,780
|
|
Non-controlling interests
|
|
|
649
|
|
|
1,397
|
|
|
1,345
|
|
|
2,135
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted earnings per ordinary share (in €)
|
12
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
Note
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
|
|
(€ thousand)
|
||||||||||
Net profit
|
|
|
75,909
|
|
|
73,536
|
|
|
140,979
|
|
|
127,915
|
|
Items that may be reclassified to the consolidated income statement in subsequent periods:
|
|
|
|
|
|
|
|
|
|
||||
Gains/(losses) on cash flow hedging instruments
|
19
|
|
86,805
|
|
|
(27,830
|
)
|
|
(49,622
|
)
|
|
(42,913
|
)
|
Exchange differences on translating foreign operations
|
19
|
|
(10,971
|
)
|
|
1,972
|
|
|
13,765
|
|
|
2,249
|
|
Related tax impact
|
19
|
|
(27,257
|
)
|
|
8,738
|
|
|
15,561
|
|
|
13,474
|
|
Total items that may be reclassified to the consolidated income statement in subsequent periods
|
|
|
48,577
|
|
|
(17,120
|
)
|
|
(20,296
|
)
|
|
(27,190
|
)
|
Total other comprehensive income/(loss), net of tax
|
19
|
|
48,577
|
|
|
(17,120
|
)
|
|
(20,296
|
)
|
|
(27,190
|
)
|
Total comprehensive income
|
|
|
124,486
|
|
|
56,416
|
|
|
120,683
|
|
|
100,725
|
|
Total comprehensive income/(loss) attributable to:
|
|
|
|
|
|
|
|
|
|
||||
Owners of the parent
|
|
|
124,930
|
|
|
54,707
|
|
|
117,220
|
|
|
98,900
|
|
Non-controlling interests
|
|
|
(444
|
)
|
|
1,709
|
|
|
3,463
|
|
|
1,825
|
|
|
Note
|
|
At June 30,
2015 |
|
At December 31,
2014 |
||
|
|
|
(€ thousand)
|
||||
Assets
|
|
|
|
|
|
||
Goodwill
|
|
|
787,178
|
|
|
787,178
|
|
Intangible assets
|
13
|
|
282,683
|
|
|
265,262
|
|
Property, plant and equipment
|
14
|
|
588,697
|
|
|
585,185
|
|
Investments and other financial assets
|
15
|
|
48,351
|
|
|
47,431
|
|
Deferred tax assets
|
11
|
|
148,707
|
|
|
111,716
|
|
Total non-current assets
|
|
|
1,855,616
|
|
|
1,796,772
|
|
Inventories
|
16
|
|
352,425
|
|
|
296,005
|
|
Trade receivables
|
17
|
|
154,290
|
|
|
183,642
|
|
Receivables from financing activities
|
17
|
|
1,182,544
|
|
|
1,224,446
|
|
Current tax receivables
|
17
|
|
10,159
|
|
|
3,016
|
|
Other current assets
|
17
|
|
83,047
|
|
|
52,052
|
|
Current financial assets
|
18
|
|
6,523
|
|
|
8,747
|
|
Deposits in FCA Group cash management pools
|
17
|
|
1,098,395
|
|
|
942,469
|
|
Cash and cash equivalents
|
|
|
257,527
|
|
|
134,278
|
|
Total current assets
|
|
|
3,144,910
|
|
|
2,844,655
|
|
Total assets
|
|
|
5,000,526
|
|
|
4,641,427
|
|
|
|
|
|
|
|
||
Equity and liabilities
|
|
|
|
|
|
||
Equity attributable to owners of the parent
|
|
|
2,586,838
|
|
|
2,469,618
|
|
Non-controlling interests
|
|
|
12,158
|
|
|
8,695
|
|
Total equity
|
19
|
|
2,598,996
|
|
|
2,478,313
|
|
|
|
|
|
|
|
||
Employee benefits
|
|
|
77,500
|
|
|
76,814
|
|
Provisions
|
20
|
|
139,493
|
|
|
134,774
|
|
Deferred tax liabilities
|
11
|
|
22,713
|
|
|
21,612
|
|
Debt
|
21
|
|
566,678
|
|
|
510,220
|
|
Other liabilities
|
22
|
|
669,701
|
|
|
670,378
|
|
Other financial liabilities
|
18
|
|
165,833
|
|
|
104,093
|
|
Trade payables
|
23
|
|
577,939
|
|
|
535,707
|
|
Current tax payables
|
|
|
181,673
|
|
|
109,516
|
|
Total equity and liabilities
|
|
|
5,000,526
|
|
|
4,641,427
|
|
|
For the six months ended June 30,
|
||||
|
2015
|
|
2014
|
||
|
(€ thousand)
|
||||
Cash and cash equivalents at beginning of the period
|
134,278
|
|
|
113,786
|
|
Cash flows from operating activities:
|
|
|
|
||
Profit before taxes
|
212,043
|
|
|
186,559
|
|
Amortization and depreciation
|
130,180
|
|
|
139,714
|
|
Provision accruals
|
22,610
|
|
|
33,891
|
|
Other non-cash expense and income
|
31,338
|
|
|
4,928
|
|
Net gains on disposal of property, plant and equipment and intangible assets
|
(496
|
)
|
|
(219
|
)
|
Change in inventories
|
(51,973
|
)
|
|
(41,471
|
)
|
Change in trade receivables
|
17,445
|
|
|
(3,002
|
)
|
Change in trade payables
|
27,920
|
|
|
79,709
|
|
Change in receivables from financing activities
|
100,079
|
|
|
(139,096
|
)
|
Change in other operating assets and liabilities
|
(49,113
|
)
|
|
9,211
|
|
Income tax paid
|
(24,232
|
)
|
|
(7,950
|
)
|
Total
|
415,801
|
|
|
262,274
|
|
|
|
|
|
||
Cash flows used in investing activities:
|
|
|
|
||
Investments in property, plant and equipment
|
(72,543
|
)
|
|
(57,323
|
)
|
Investments in intangible assets
|
(78,299
|
)
|
|
(70,243
|
)
|
Proceeds from the sale of property, plant and equipment and intangible assets
|
703
|
|
|
235
|
|
Change in investments and other financial assets
|
(1,424
|
)
|
|
(184
|
)
|
Total
|
(151,563
|
)
|
|
(127,515
|
)
|
|
|
|
|
||
Cash flows from/(used in) financing activities:
|
|
|
|
||
Proceeds from bank borrowings
|
373
|
|
|
9,709
|
|
Repayment of bank borrowings
|
(11,818
|
)
|
|
(5,839
|
)
|
Net change in financial liabilities with FCA Group
|
16,509
|
|
|
95,082
|
|
Net change in other debt
|
8,900
|
|
|
(16,416
|
)
|
Net change in deposits in FCA Group cash management pools
|
(146,806
|
)
|
|
(214,054
|
)
|
Dividends paid to non-controlling interest
|
(17,509
|
)
|
|
—
|
|
Total
|
(150,351
|
)
|
|
(131,518
|
)
|
|
|
|
|
||
Translation exchange differences
|
9,362
|
|
|
669
|
|
Total change in cash and cash equivalents
|
123,249
|
|
|
3,910
|
|
Cash and cash equivalents at end of the period
|
257,527
|
|
|
117,696
|
|
|
Attributable to owners of the parent
|
|
|
|
|
||||||||||||||||||
|
Share capital
|
|
Other reserves
|
|
Retained earnings
|
|
Cash flow hedge reserve
|
|
Currency translation differences
|
|
Remeasurement of defined benefit plans
|
|
Non-controlling interests
|
|
Total
|
||||||||
|
(€ thousand)
|
||||||||||||||||||||||
At December 31, 2013
|
|
|
|
|
|
|
2,246,093
|
|
|
43,196
|
|
|
4,477
|
|
|
(4,260
|
)
|
|
26,776
|
|
|
2,316,282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit
|
—
|
|
|
—
|
|
|
125,780
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,135
|
|
|
127,915
|
|
Other comprehensive (loss)/income
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,439
|
)
|
|
2,559
|
|
|
—
|
|
|
(310
|
)
|
|
(27,190
|
)
|
At June 30, 2014
|
|
|
|
|
|
|
2,371,873
|
|
|
13,757
|
|
|
7,036
|
|
|
(4,260
|
)
|
|
28,601
|
|
|
2,417,007
|
|
|
Attributable to owners of the parent
|
|
|
|
|
||||||||||||||||||
|
Share capital
|
|
Other reserves
|
|
Retained earnings
|
|
Cash flow hedge reserve
|
|
Currency translation differences
|
|
Remeasurement of defined benefit plans
|
|
Non-controlling interests
|
|
Total
|
||||||||
|
(€ thousand)
|
||||||||||||||||||||||
At December 31, 2014
|
|
|
|
|
|
|
2,507,392
|
|
|
(58,557
|
)
|
|
29,912
|
|
|
(9,129
|
)
|
|
8,695
|
|
|
2,478,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit
|
—
|
|
|
—
|
|
|
139,634
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,345
|
|
|
140,979
|
|
Other comprehensive (loss)/income
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,061
|
)
|
|
11,647
|
|
|
—
|
|
|
2,118
|
|
|
(20,296
|
)
|
At June 30, 2015
|
|
|
|
|
|
|
2,647,026
|
|
|
(92,618
|
)
|
|
41,559
|
|
|
(9,129
|
)
|
|
12,158
|
|
|
2,598,996
|
|
•
|
The Company acquired from Ferrari North Europe Limited its assets and business of providing sales, after-sales and support services for the Ferrari brand and in exchange the Company issued to Ferrari North Europe Limited a note in the principal amount of € (the “FNE Note”).
|
•
|
FCA transferred to the Company all of the issued and outstanding share capital that it previously held in Ferrari S.p.A. (representing 90 percent of the share capital of Ferrari S.p.A.), and in exchange the Company issued to FCA a note in the principal amount of € (the “FCA Note”).
|
•
|
FCA contributed cash of € to the Company in consideration of the issue to FCA of common shares and the same number of special voting shares of the Company. These common shares and special voting shares were issued at a nominal value of € with a share premium of € . € of the cash proceeds received from FCA were used to settle a portion of the FCA Note, following which the principal outstanding on the FCA Note is € , which is expected to be refinanced through third party debt. The Company also used € of the cash proceeds received as a result of issuing shares to FCA to fully repay the FNE Note.
|
•
|
Piero Ferrari transferred his 10 percent interest in Ferrari S.p.A. to the Company and in exchange the Company issued to Piero Ferrari of its common shares and special voting shares. Following a subsequent transaction with FCA, Piero Ferrari will own 10.0 percent of the Company’s share capital. The Company did not receive any cash consideration as part of this transaction.
|
(i)
|
The capital reorganization:
|
▪
|
The Company was formed by FCA solely to effect the Separation and will be controlled by FCA until completion of the Separation. Therefore, the capital reorganization does not meet the definition of a business combination in the context of IFRS 3 - “Business Combinations” but rather a combination of entities under common control and as such is excluded from the scope of IFRS 3. IFRS (as defined below) has no applicable guidance in accounting for such transactions. IAS 8 - “Accounting Policies, Changes in Accounting Estimates and Errors” states that in the absence of an IFRS which specifically applies to a transaction, the Company may consider the most recent pronouncements of other standard-setting bodies that use a similar conceptual framework to develop accounting standards or other accounting literature and accepted industry practices, to the extent that these do not conflict with the requirements in IFRS for dealing with similar and related
|
▪
|
The retrospective accounting for the capital reorganization is consistent with the principles underlying paragraph 64 of IAS 33 - “Earnings per Share” which requires calculation of basic and diluted earnings per share for all periods presented to be adjusted retrospectively if changes occur to the capital structure after the reporting period but before the financial statements are authorized for issue. SAB Topic 4C also requires that such changes be given retroactive effect in the balance sheet where they occur after the reporting period but before the financial statements are authorized for issue. The capital reorganization has been accounted for as though it had occurred effective January 1, 2014. In particular:
|
◦
|
The issuance of shares in the Company to FCA has been reflected as an increase in share capital and share premium in the amounts of € and € , respectively, with an offset to retained earnings of € .
|
◦
|
The issuance of shares in the Company to Piero Ferrari has been reflected as an increase in share capital and share premium in the amounts of € and € , respectively, with an offset to retained earnings of € .
|
◦
|
The historical number of ordinary shares, nominal value per share, basic and diluted earnings per ordinary share amounts and other per share disclosures retrospectively reflect the capital structure of the Company post Restructuring for all periods presented, with the required disclosures presented in Notes 12 and 19.
|
(ii)
|
The issuance of the FCA Note:
|
▪
|
The FCA Note and subsequent refinancing have not been reflected in the Interim Condensed Consolidated Financial Statements. The acquisition of the Ferrari North Europe Limited assets and business and the FNE Note eliminate on consolidation.
|
•
|
The Group adopted the narrow scope amendments to
IAS 19 - Employee benefits entitled “Defined Benefit Plans: Employee Contributions”
which apply to contributions from employees or third parties to defined benefit plans in order to simplify their accounting in specific cases. There was no effect from the adoption of these amendments.
|
•
|
The Group adopted the IASB’s Annual Improvements to IFRSs 2010 - 2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle. The most important topics addressed in these amendments are, among others, the definition of vesting conditions in
IFRS 2 - Share-based payments
, the disclosure on judgment used in the aggregation of operating segments in
IFRS 8 - Operating Segments
, the identification and disclosure of a related party transaction that arises when a management entity provides key management personnel service to a reporting entity in
IAS 24 - Related Party disclosures
, the extension of the exclusion from the scope of
IFRS 3 - Business Combinations
to all types of joint arrangements and to clarify the application of certain exceptions in
IFRS 13 - Fair value Measurement
. There was no significant effect from the adoption of these amendments.
|
|
2015
|
|
2014
|
|||||||||||
|
Average for the six months ended June 30,
|
|
At June 30,
|
|
Average for the six months ended June 30,
|
|
At June 30,
|
|
At December 31,
|
|||||
U.S. Dollar
|
1.1155
|
|
|
1.1189
|
|
|
1.3705
|
|
|
1.3658
|
|
|
1.2141
|
|
Pound Sterling
|
0.7323
|
|
|
0.7114
|
|
|
0.8214
|
|
|
0.8015
|
|
|
0.7789
|
|
Swiss Franc
|
1.0566
|
|
|
1.0413
|
|
|
1.2214
|
|
|
1.2156
|
|
|
1.2024
|
|
Japanese Yen
|
134.1676
|
|
|
137.0100
|
|
|
140.4121
|
|
|
138.4400
|
|
|
145.2300
|
|
Chinese Yuan
|
6.9389
|
|
|
6.9366
|
|
|
8.4513
|
|
|
8.4722
|
|
|
7.5358
|
|
Australian Dollar
|
1.4261
|
|
|
1.4550
|
|
|
1.4988
|
|
|
1.4537
|
|
|
1.4829
|
|
Singapore Dollar
|
1.5058
|
|
|
1.5068
|
|
|
1.7281
|
|
|
1.7047
|
|
|
1.6058
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(€ thousand)
|
||||||||||
Revenues from:
|
|
|
|
|
|
|
|
||||
Cars and spare parts
|
578,179
|
|
|
525,416
|
|
|
1,007,303
|
|
|
949,461
|
|
Engines
|
57,295
|
|
|
75,013
|
|
|
121,142
|
|
|
152,493
|
|
Sponsorship, commercial and brand
|
103,011
|
|
|
104,820
|
|
|
212,281
|
|
|
205,652
|
|
Other
|
27,304
|
|
|
23,433
|
|
|
46,011
|
|
|
40,965
|
|
Total net revenues
|
765,789
|
|
|
728,682
|
|
|
1,386,737
|
|
|
1,348,571
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(€ thousand)
|
||||||||||
Amortization of capitalized development costs
|
30,889
|
|
|
31,921
|
|
|
55,858
|
|
|
61,706
|
|
Research and development costs expensed during the period
|
106,573
|
|
|
100,188
|
|
|
235,248
|
|
|
214,169
|
|
Total research and development costs
|
137,462
|
|
|
132,109
|
|
|
291,106
|
|
|
275,875
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(€ thousand)
|
||||||||||
Financial income
|
|
|
|
|
|
|
|
||||
Related to:
|
|
|
|
|
|
|
|
||||
Industrial companies (A)
|
1,350
|
|
|
821
|
|
|
3,600
|
|
|
2,592
|
|
Financial services companies (reported within net revenues)
|
14,922
|
|
|
10,500
|
|
|
29,233
|
|
|
20,815
|
|
|
|
|
|
|
|
|
|
||||
Financial expenses and expenses from derivative financial instruments and foreign currency exchange rate differences
|
|
|
|
|
|
|
|
||||
Related to:
|
|
|
|
|
|
|
|
||||
Industrial companies (B)
|
(9,254
|
)
|
|
437
|
|
|
(9,562
|
)
|
|
(1,083
|
)
|
Financial services companies (reported within cost of sales)
|
(3,972
|
)
|
|
(6,386
|
)
|
|
(8,300
|
)
|
|
(10,753
|
)
|
Net financial (expenses)/income relating to industrial companies (A + B)
|
(7,904
|
)
|
|
1,258
|
|
|
(5,962
|
)
|
|
1,509
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(€ thousand)
|
||||||||||
Current tax expense
|
52,321
|
|
|
45,164
|
|
|
94,361
|
|
|
71,376
|
|
Deferred tax income
|
(13,636
|
)
|
|
(12,580
|
)
|
|
(23,316
|
)
|
|
(12,840
|
)
|
Taxes relating to prior periods
|
(456
|
)
|
|
(127
|
)
|
|
19
|
|
|
108
|
|
Total income tax expense
|
38,229
|
|
|
32,457
|
|
|
71,064
|
|
|
58,644
|
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
|
Ordinary shares
|
|
Ordinary shares
|
|
Ordinary shares
|
|
Ordinary shares
|
||||
Profit attributable to owners of the parent
|
€ thousand
|
75,260
|
|
|
72,139
|
|
|
139,634
|
|
|
125,780
|
|
Weighted average number of ordinary shares
|
thousand
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per ordinary share
|
€
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2014 |
|
Additions
|
|
Disposals
|
|
Amortization
|
|
Translation
differences |
|
Balance at June 30,
2015 |
||||||
|
(€ thousand)
|
||||||||||||||||
Intangible assets
|
265,262
|
|
|
78,299
|
|
|
—
|
|
|
(60,843
|
)
|
|
(35
|
)
|
|
282,683
|
|
|
Balance at December 31,
2014 |
|
Additions
|
|
Disposals
|
|
Depreciation
|
|
Translation differences
|
|
Balance at June 30,
2015 |
||||||
|
(€ thousand)
|
||||||||||||||||
Property, plant and equipment
|
585,185
|
|
|
72,543
|
|
|
(207
|
)
|
|
(68,638
|
)
|
|
(186
|
)
|
|
588,697
|
|
|
At June 30,
2015 |
|
At December 31,
2014 |
||
|
(€ thousand)
|
||||
Raw materials
|
55,408
|
|
|
91,035
|
|
Semifinished goods
|
76,450
|
|
|
59,771
|
|
Finished goods
|
220,567
|
|
|
145,199
|
|
Total inventories
|
352,425
|
|
|
296,005
|
|
|
At June 30,
2015 |
|
At December 31,
2014 |
||
|
(€ thousand)
|
||||
Trade receivables
|
154,290
|
|
|
183,642
|
|
Deposits in FCA Group cash management pools
|
1,098,395
|
|
|
942,469
|
|
Receivables from financing activities
|
1,182,544
|
|
|
1,224,446
|
|
Current tax receivables
|
10,159
|
|
|
3,016
|
|
Other current assets
|
83,047
|
|
|
52,052
|
|
Total
|
2,528,435
|
|
|
2,405,625
|
|
|
At June 30,
2015 |
|
At December 31,
2014 |
||
|
(€ thousand)
|
||||
Client financing
|
1,113,013
|
|
|
939,284
|
|
Financial receivables from FCA Group companies
|
1,340
|
|
|
161,303
|
|
Factoring receivables
|
43,053
|
|
|
89,821
|
|
Dealer financing
|
24,585
|
|
|
33,611
|
|
Other
|
553
|
|
|
427
|
|
Total
|
1,182,544
|
|
|
1,224,446
|
|
|
At June 30, 2015
|
|
At December 31, 2014
|
||||||||
|
Positive fair value
|
|
Negative fair value
|
|
Positive fair value
|
|
Negative fair value
|
||||
|
(€ thousand)
|
||||||||||
Cash flow hedge:
|
|
|
|
|
|
|
|
||||
Foreign currency forwards
|
5,976
|
|
|
(163,807
|
)
|
|
8,004
|
|
|
(100,620
|
)
|
Total cash flow hedges
|
5,976
|
|
|
(163,807
|
)
|
|
8,004
|
|
|
(100,620
|
)
|
Other foreign exchange derivatives
|
547
|
|
|
(2,026
|
)
|
|
743
|
|
|
(3,473
|
)
|
Other financial assets/(liabilities)
|
6,523
|
|
|
(165,833
|
)
|
|
8,747
|
|
|
(104,093
|
)
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(€ thousand)
|
||||||||||
Items that may be reclassified to the consolidated income statement in subsequent periods:
|
|
|
|
|
|
|
|
||||
Gains/(losses) on cash flow hedging instruments arising during the period
|
46,927
|
|
|
(16,660
|
)
|
|
(141,259
|
)
|
|
(19,548
|
)
|
(Gains)/losses on cash flow hedging instruments reclassified to the consolidated income statement
|
39,878
|
|
|
(11,170
|
)
|
|
91,637
|
|
|
(23,365
|
)
|
Gains/(losses) on cash flow hedging instruments
|
86,805
|
|
|
(27,830
|
)
|
|
(49,622
|
)
|
|
(42,913
|
)
|
Exchange differences on translating foreign operations arising during the period
|
(10,971
|
)
|
|
1,972
|
|
|
13,765
|
|
|
2,249
|
|
Total items that may be reclassified to the consolidated income statement in subsequent periods
|
75,834
|
|
|
(25,858
|
)
|
|
(35,857
|
)
|
|
(40,664
|
)
|
Total other comprehensive income/(loss)
|
75,834
|
|
|
(25,858
|
)
|
|
(35,857
|
)
|
|
(40,664
|
)
|
Related tax impact
|
(27,257
|
)
|
|
8,738
|
|
|
15,561
|
|
|
13,474
|
|
Total other comprehensive income/(loss), net of tax
|
48,577
|
|
|
(17,120
|
)
|
|
(20,296
|
)
|
|
(27,190
|
)
|
|
For the three months ended June 30,
|
||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||
|
Pre-tax
balance |
|
Tax
income/(expense) |
|
Net
balance |
|
Pre-tax
balance |
|
Tax
income/(expense) |
|
Net
balance |
||||||
|
(€ thousand)
|
||||||||||||||||
Gains/(losses) on cash flow hedging instruments
|
86,805
|
|
|
(27,257
|
)
|
|
59,548
|
|
|
(27,830
|
)
|
|
8,738
|
|
|
(19,092
|
)
|
Exchange gains on translating foreign operations
|
(10,971
|
)
|
|
—
|
|
|
(10,971
|
)
|
|
1,972
|
|
|
—
|
|
|
1,972
|
|
Total other comprehensive income/(loss)
|
75,834
|
|
|
(27,257
|
)
|
|
48,577
|
|
|
(25,858
|
)
|
|
8,738
|
|
|
(17,120
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30,
|
||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||
|
Pre-tax
balance |
|
Tax
income/(expense) |
|
Net
balance |
|
Pre-tax
balance |
|
Tax
income/(expense) |
|
Net
balance |
||||||
|
(€ thousand)
|
||||||||||||||||
Losses on cash flow hedging instruments
|
(49,622
|
)
|
|
15,561
|
|
|
(34,061
|
)
|
|
(42,913
|
)
|
|
13,474
|
|
|
(29,439
|
)
|
Exchange gains on translating foreign operations
|
13,765
|
|
|
—
|
|
|
13,765
|
|
|
2,249
|
|
|
—
|
|
|
2,249
|
|
Total other comprehensive loss
|
(35,857
|
)
|
|
15,561
|
|
|
(20,296
|
)
|
|
(40,664
|
)
|
|
13,474
|
|
|
(27,190
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30,
2015 |
|
At December 31,
2014 |
||
|
(€ thousand)
|
||||
Warranty provision
|
76,961
|
|
|
68,512
|
|
Legal proceedings and disputes
|
43,460
|
|
|
44,544
|
|
Other risks
|
19,072
|
|
|
21,718
|
|
Total provisions
|
139,493
|
|
|
134,774
|
|
|
At December 31,
2014 |
|
Additional provisions
|
|
Utilization
|
|
Translation differences
|
|
At June 30,
2015 |
|||||
|
(€ thousand)
|
|||||||||||||
Warranty provision
|
68,512
|
|
|
17,299
|
|
|
(9,273
|
)
|
|
423
|
|
|
76,961
|
|
Legal proceedings and disputes
|
44,544
|
|
|
2,786
|
|
|
(3,870
|
)
|
|
—
|
|
|
43,460
|
|
Other risks
|
21,718
|
|
|
2,525
|
|
|
(5,682
|
)
|
|
511
|
|
|
19,072
|
|
Total provisions
|
134,774
|
|
|
22,610
|
|
|
(18,825
|
)
|
|
934
|
|
|
139,493
|
|
|
At June 30, 2015
|
|
At December 31, 2014
|
||
|
(€ thousand)
|
||||
Financial liabilities with FCA
|
428,039
|
|
|
378,542
|
|
Borrowings from banks
|
108,037
|
|
|
109,105
|
|
Other debt
|
30,602
|
|
|
22,573
|
|
Total debt
|
566,678
|
|
|
510,220
|
|
(€ thousands)
|
|
|
Balance at December 31, 2014
|
510,220
|
|
Proceeds from bank borrowings
|
373
|
|
Repayment of bank borrowings
|
(11,818
|
)
|
Net change in financial liabilities with FCA Group
|
16,509
|
|
Interest on financial liabilities with FCA Group
|
2,879
|
|
Net change in other debt
|
8,900
|
|
Translation differences
|
39,615
|
|
Balance at June 30, 2015
|
566,678
|
|
|
At June 30,
2015 |
|
At December 31,
2014 |
||
|
(€ thousand)
|
||||
Deferred income
|
315,125
|
|
|
234,536
|
|
Advances
|
111,388
|
|
|
187,222
|
|
Accrued expenses
|
76,212
|
|
|
85,624
|
|
Security deposits
|
26,281
|
|
|
33,117
|
|
Payables to personnel
|
22,043
|
|
|
28,713
|
|
Social security payables
|
13,103
|
|
|
13,251
|
|
Other
|
105,549
|
|
|
87,915
|
|
Total other liabilities
|
669,701
|
|
|
670,378
|
|
|
|
|
At June 30, 2015
|
||||||||||
|
Note
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||
|
|
|
(€ thousand)
|
||||||||||
Cash and cash equivalents
|
|
|
257,527
|
|
|
—
|
|
|
—
|
|
|
257,527
|
|
Investments and other financial assets - Delta Top Co option
|
15
|
|
—
|
|
|
—
|
|
|
10,746
|
|
|
10,746
|
|
Current financial assets
|
18
|
|
—
|
|
|
6,523
|
|
|
—
|
|
|
6,523
|
|
Total assets
|
|
|
257,527
|
|
|
6,523
|
|
|
10,746
|
|
|
274,796
|
|
Other financial liabilities
|
18
|
|
—
|
|
|
165,833
|
|
|
—
|
|
|
165,833
|
|
Total liabilities
|
|
|
—
|
|
|
165,833
|
|
|
—
|
|
|
165,833
|
|
|
|
|
At December 31, 2014
|
||||||||||
|
Note
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||
|
|
|
(€ thousand)
|
||||||||||
Cash and cash equivalents
|
|
|
134,278
|
|
|
—
|
|
|
—
|
|
|
134,278
|
|
Investments and other financial assets - Delta Top Co option
|
15
|
|
—
|
|
|
—
|
|
|
10,546
|
|
|
10,546
|
|
Current financial assets
|
18
|
|
—
|
|
|
8,747
|
|
|
—
|
|
|
8,747
|
|
Total assets
|
|
|
134,278
|
|
|
8,747
|
|
|
10,546
|
|
|
153,571
|
|
Other financial liabilities
|
18
|
|
—
|
|
|
104,093
|
|
|
—
|
|
|
104,093
|
|
Total liabilities
|
|
|
—
|
|
|
104,093
|
|
|
—
|
|
|
104,093
|
|
|
Investments and other financial assets - Delta Top Co option
|
|
|
(€ thousand)
|
|
At December 31, 2014
|
10,546
|
|
Gains recognized in net financial (expenses)/income
|
200
|
|
At June 30, 2015
|
10,746
|
|
|
|
|
At June 30, 2015
|
|
At December 31, 2014
|
||||||||
|
Note
|
|
Carrying amount
|
|
Fair Value
|
|
Carrying
amount |
|
Fair
Value |
||||
|
|
|
(€ thousand)
|
||||||||||
Deposits in FCA Group cash management pools
|
17
|
|
1,098,395
|
|
|
1,098,395
|
|
|
942,469
|
|
|
942,469
|
|
Receivables from financing activities
|
17
|
|
1,182,544
|
|
|
1,183,697
|
|
|
1,224,446
|
|
|
1,225,931
|
|
Customer financing
|
|
|
1,113,013
|
|
|
1,114,166
|
|
|
939,284
|
|
|
940,769
|
|
Financial receivables from FCA Group companies
|
|
|
1,340
|
|
|
1,340
|
|
|
161,303
|
|
|
161,303
|
|
Factoring receivables
|
|
|
43,053
|
|
|
43,053
|
|
|
89,821
|
|
|
89,821
|
|
Dealer financing
|
|
|
24,585
|
|
|
24,585
|
|
|
33,611
|
|
|
33,611
|
|
Other
|
|
|
553
|
|
|
553
|
|
|
427
|
|
|
427
|
|
Total
|
|
|
2,280,939
|
|
|
2,282,092
|
|
|
2,166,915
|
|
|
2,168,400
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt
|
21
|
|
566,678
|
|
|
566,073
|
|
|
510,220
|
|
|
509,355
|
|
•
|
the sale of engines and car bodies to Maserati S.p.A. and Officine Maserati Grugliasco S.p.A. (together “Maserati”) which are controlled by the FCA Group;
|
•
|
the purchase of engines components for the use in the production of Maserati engines from FCA US LLC, which is controlled by FCA Group;
|
•
|
the purchase of automotive lighting and automotive components from Magneti Marelli S.p.A., Magneti Marelli Espana S.A. and Automotive Lighting Italia S.p.A. (which form part of “Magneti Marelli”), which is controlled by the FCA Group;
|
•
|
transactions with other FCA Group companies, mainly relating to the services provided by FCA Group companies, including human resources, payroll, tax, customs, procurement of insurance coverage, accounting and treasury services and sponsorship revenues for the display of FCA Group company logos on the Formula 1 cars.
|
•
|
the Group sells a portion of its trade and financial receivables to the FCA Bank Group, which is a joint venture between FCA Group and Credit Agricole, on derecognition of the asset, the difference between the carrying amount and the consideration received or receivable is recognized in cost of sales;
|
•
|
certain Ferrari financing companies obtain financing from FCA Group companies. Debt from FCA Group companies relate to the amounts owed under such facilities at the dates presented. See Note 21;
|
•
|
Ferrari Group companies participate in the FCA group-wide cash management system where the operating cash management, main funding operations and liquidity investment of the Group are centrally coordinated by dedicated treasury companies of the FCA Group. Deposits in FCA Group cash management pools represent the Group’s participation in such pools. Deposits with FCA Group earn EURIBOR +15bps. See Note 17. Following the Separation, these arrangements will be terminated and we will manage our liquidity and treasury function on a standalone basis;
|
•
|
the Group has purchased trade receivables from the FCA Group on a non-recourse basis. The interest earned on such receivables is recorded in net revenues;
|
•
|
the Group has financial receivables with Maserati and Automotive Lighting LLC (“Automotive Lighting”), which will be settled in the ordinary course of business. See Note 17.
|
•
|
the Group incurs rental costs from Iveco Finanziaria S.p.A. related to the rental of trucks used by the Formula 1 racing team;
|
•
|
the Group earns sponsorship revenue from Iveco S.p.A
.
|
•
|
the purchase of leather goods from Poltrona Frau S.p.A. (“Poltrona Frau”). The former Chairman had significant influence over Poltrona Frau until March 25, 2014 when he sold his interest;
|
•
|
the purchase of components for Formula 1 racing cars from COXA S.p.A., controlled by Piero Ferrari; and
|
•
|
consultancy services provided by HPE S.r.l., controlled by Piero Ferrari.
|
|
For the six months ended June 30,
|
||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||
|
Net
revenues |
|
Cost
(1)
|
|
Financial
income/ (expenses) |
|
Net
revenues |
|
Cost
(1)
|
|
Financial
income/ (expenses) |
||||||
|
(€ thousand)
|
||||||||||||||||
FCA Group Companies
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Maserati
|
103,054
|
|
|
1,279
|
|
|
—
|
|
|
123,434
|
|
|
223
|
|
|
—
|
|
FCA US LLC
|
—
|
|
|
14,578
|
|
|
—
|
|
|
—
|
|
|
13,006
|
|
|
—
|
|
Magneti Marelli
|
960
|
|
|
14,419
|
|
|
—
|
|
|
565
|
|
|
10,653
|
|
|
—
|
|
Other FCA Group Companies
|
3,990
|
|
|
43,793
|
|
|
(7,447
|
)
|
|
2,724
|
|
|
20,250
|
|
|
1,971
|
|
Total FCA Group Companies
|
108,004
|
|
|
74,069
|
|
|
(7,447
|
)
|
|
126,723
|
|
|
44,132
|
|
|
1,971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exor Group companies (excluding the FCA Group)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exor Group companies
|
208
|
|
|
172
|
|
|
—
|
|
|
137
|
|
|
195
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other related parties
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Poltrona Frau
|
—
|
|
|
11,945
|
|
|
—
|
|
|
—
|
|
|
10,128
|
|
|
—
|
|
COXA S.p.A.
|
111
|
|
|
4,846
|
|
|
—
|
|
|
—
|
|
|
3,922
|
|
|
—
|
|
HPE S.r.l.
|
—
|
|
|
1,201
|
|
|
—
|
|
|
—
|
|
|
1,284
|
|
|
—
|
|
Other related parties
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
Total other related parties
|
111
|
|
|
17,992
|
|
|
—
|
|
|
—
|
|
|
15,338
|
|
|
—
|
|
Total transactions with related parties
|
108,323
|
|
|
92,233
|
|
|
(7,447
|
)
|
|
126,860
|
|
|
59,665
|
|
|
1,971
|
|
Total for the Group
|
1,386,737
|
|
|
873,838
|
|
|
(5,962
|
)
|
|
1,348,571
|
|
|
881,329
|
|
|
1,509
|
|
|
At June 30, 2015
|
|
At December 31, 2014
|
||||||||||||||||||||
|
Trade
receivables |
|
Trade
payables |
|
Other
current assets |
|
Other
liabilities |
|
Trade
receivables |
|
Trade
payables |
|
Other
current assets |
|
Other
liabilities |
||||||||
|
(€ thousand)
|
||||||||||||||||||||||
FCA Group companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Maserati
|
46,505
|
|
|
3,938
|
|
|
—
|
|
|
36,582
|
|
|
68,224
|
|
|
5,368
|
|
|
—
|
|
|
50,736
|
|
FCA US LLC
|
1,626
|
|
|
3,080
|
|
|
—
|
|
|
—
|
|
|
1,062
|
|
|
8,250
|
|
|
—
|
|
|
—
|
|
Magneti Marelli
|
741
|
|
|
7,268
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|
6,239
|
|
|
—
|
|
|
—
|
|
Other FCA Group Companies
|
214
|
|
|
5,311
|
|
|
656
|
|
|
839
|
|
|
172
|
|
|
2,766
|
|
|
2,181
|
|
|
105
|
|
Total FCA Group Companies
|
49,086
|
|
|
19,597
|
|
|
656
|
|
|
37,421
|
|
|
69,974
|
|
|
22,623
|
|
|
2,181
|
|
|
50,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exor Group companies (excluding the FCA Group)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exor Group companies
|
291
|
|
|
44
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Poltrona Frau
|
23
|
|
|
4,373
|
|
|
—
|
|
|
—
|
|
|
1,763
|
|
|
8,564
|
|
|
—
|
|
|
—
|
|
COXA S.p.A.
|
56
|
|
|
870
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|
1,448
|
|
|
—
|
|
|
—
|
|
HPE S.r.l.
|
—
|
|
|
216
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
686
|
|
|
—
|
|
|
—
|
|
Other related parties
|
—
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
1,647
|
|
|
251
|
|
|
—
|
|
|
—
|
|
Total other related parties
|
79
|
|
|
5,572
|
|
|
—
|
|
|
—
|
|
|
3,718
|
|
|
10,949
|
|
|
—
|
|
|
—
|
|
Total transactions with related parties
|
49,456
|
|
|
25,213
|
|
|
656
|
|
|
37,524
|
|
|
73,692
|
|
|
33,600
|
|
|
2,181
|
|
|
50,841
|
|
Total for the Group
|
154,290
|
|
|
577,939
|
|
|
83,047
|
|
|
669,701
|
|
|
183,642
|
|
|
535,707
|
|
|
52,052
|
|
|
670,378
|
|
|
At June 30, 2015
|
|
At December 31, 2014
|
||||||||||||||
|
Deposits in FCA Group cash management pools
|
|
Receivables from financing activities
|
|
Debt
|
|
Deposits in FCA Group cash management pools
|
|
Receivables from financing activities
|
|
Debt
|
||||||
|
(€ thousand)
|
||||||||||||||||
FCA Group finance companies
|
1,098,395
|
|
|
—
|
|
|
428,039
|
|
|
942,469
|
|
|
—
|
|
|
378,542
|
|
Maserati
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,071
|
|
|
—
|
|
Automotive Lighting LLC
|
—
|
|
|
1,340
|
|
|
—
|
|
|
—
|
|
|
14,232
|
|
|
—
|
|
Total transactions with related parties
|
1,098,395
|
|
|
1,340
|
|
|
428,039
|
|
|
942,469
|
|
|
161,303
|
|
|
378,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total for the Group
|
1,098,395
|
|
|
1,182,544
|
|
|
566,678
|
|
|
942,469
|
|
|
1,224,446
|
|
|
510,220
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(€ thousand)
|
||||||||||
Italy
|
61,257
|
|
|
119,808
|
|
|
115,794
|
|
|
227,920
|
|
Other EMEA
|
306,858
|
|
|
335,178
|
|
|
591,055
|
|
|
621,762
|
|
Americas
(1)
|
258,202
|
|
|
155,689
|
|
|
436,333
|
|
|
285,836
|
|
Greater China
(2)
|
54,398
|
|
|
65,044
|
|
|
101,163
|
|
|
107,754
|
|
Rest of APAC
(3)
|
85,074
|
|
|
52,963
|
|
|
142,392
|
|
|
105,299
|
|
Total net revenues
|
765,789
|
|
|
728,682
|
|
|
1,386,737
|
|
|
1,348,571
|
|
|
|
|
For the years ended December 31,
|
|||||||
|
Note
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
(€ thousand)
|
|||||||
Net revenues
|
4
|
|
2,762,360
|
|
|
2,335,270
|
|
|
2,225,207
|
|
Cost of sales
|
5
|
|
1,505,889
|
|
|
1,234,643
|
|
|
1,198,901
|
|
Selling, general and administrative costs
|
6
|
|
300,090
|
|
|
259,880
|
|
|
242,819
|
|
Research and development costs
|
7
|
|
540,833
|
|
|
479,294
|
|
|
431,456
|
|
Other expenses/(income), net
|
8
|
|
26,080
|
|
|
(2,096
|
)
|
|
16,534
|
|
EBIT
|
|
|
389,468
|
|
|
363,549
|
|
|
335,497
|
|
Net financial income/(expenses)
|
9
|
|
8,765
|
|
|
2,851
|
|
|
(898
|
)
|
Profit before taxes
|
|
|
398,233
|
|
|
366,400
|
|
|
334,599
|
|
Income tax expense
|
10
|
|
133,218
|
|
|
120,301
|
|
|
101,109
|
|
Net profit
|
|
|
265,015
|
|
|
246,099
|
|
|
233,490
|
|
Net profit attributable to:
|
|
|
|
|
|
|
|
|||
Owners of the parent
|
|
|
261,371
|
|
|
240,774
|
|
|
225,403
|
|
Non-controlling interests
|
3
|
|
3,644
|
|
|
5,325
|
|
|
8,087
|
|
Basic and diluted earnings per ordinary share (in €)
|
12
|
|
|
|
|
|
|
|
|
|
For the years ended December 31,
|
|||||||
|
Note
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
(€ thousand)
|
|||||||
Net profit
|
|
|
265,015
|
|
|
246,099
|
|
|
233,490
|
|
Items that will not be reclassified to the consolidated income statement in subsequent periods:
|
|
|
|
|
|
|
|
|||
Losses on remeasurement of defined benefit plans
|
20
|
|
(4,739
|
)
|
|
(2,412
|
)
|
|
(1,595
|
)
|
Related tax impact
|
20
|
|
1,061
|
|
|
1,799
|
|
|
—
|
|
Total items that will not be reclassified to the consolidated income statement in subsequent periods
|
|
|
(3,678
|
)
|
|
(613
|
)
|
|
(1,595
|
)
|
Items that may be reclassified to the consolidated income statement in subsequent periods:
|
|
|
|
|
|
|
|
|||
(Losses)/gains on cash flow hedging instruments
|
20
|
|
(148,341
|
)
|
|
54,603
|
|
|
76,786
|
|
Exchange differences on translating foreign operations
|
20
|
|
27,836
|
|
|
(7,467
|
)
|
|
(5,551
|
)
|
Related tax impact
|
20
|
|
46,588
|
|
|
(17,146
|
)
|
|
(24,111
|
)
|
Total items that may be reclassified to the consolidated income statement in subsequent periods
|
|
|
(73,917
|
)
|
|
29,990
|
|
|
47,124
|
|
Total other comprehensive (loss)/income, net of tax
|
|
|
(77,595
|
)
|
|
29,377
|
|
|
45,529
|
|
Total comprehensive income
|
|
|
187,420
|
|
|
275,476
|
|
|
279,019
|
|
Total comprehensive income attributable to:
|
|
|
|
|
|
|
|
|||
Owners of the parent
|
|
|
181,375
|
|
|
270,790
|
|
|
271,075
|
|
Non-controlling interests
|
|
|
6,045
|
|
|
4,686
|
|
|
7,944
|
|
|
|
|
At December 31,
|
||||
|
Note
|
|
2014
|
|
2013
|
||
|
|
|
(€ thousand)
|
||||
Assets
|
|
|
|
|
|
||
Goodwill
|
13
|
|
787,178
|
|
|
787,178
|
|
Intangible assets
|
14
|
|
265,262
|
|
|
242,167
|
|
Property, plant and equipment
|
15
|
|
585,185
|
|
|
567,814
|
|
Investments and other financial assets
|
16
|
|
47,431
|
|
|
37,911
|
|
Deferred tax assets
|
10
|
|
111,716
|
|
|
41,543
|
|
Total non-current assets
|
|
|
1,796,772
|
|
|
1,676,613
|
|
Inventories
|
17
|
|
296,005
|
|
|
237,496
|
|
Trade receivables
|
18
|
|
183,642
|
|
|
205,925
|
|
Receivables from financing activities
|
18
|
|
1,224,446
|
|
|
862,764
|
|
Current tax receivables
|
18
|
|
3,016
|
|
|
1,297
|
|
Other current assets
|
18
|
|
52,052
|
|
|
39,163
|
|
Current financial assets
|
19
|
|
8,747
|
|
|
74,759
|
|
Deposits in FCA Group cash management pools
|
18
|
|
942,469
|
|
|
683,672
|
|
Cash and cash equivalents
|
|
|
134,278
|
|
|
113,786
|
|
Total current assets
|
|
|
2,844,655
|
|
|
2,218,862
|
|
Total assets
|
|
|
4,641,427
|
|
|
3,895,475
|
|
|
|
|
|
|
|
||
Equity and liabilities
|
|
|
|
|
|
||
Equity attributable to owners of the parent
|
|
|
2,469,618
|
|
|
2,289,506
|
|
Non-controlling interests
|
|
|
8,695
|
|
|
26,776
|
|
Total equity
|
20
|
|
2,478,313
|
|
|
2,316,282
|
|
|
|
|
|
|
|
||
Employee benefits
|
21
|
|
76,814
|
|
|
65,479
|
|
Provisions
|
22
|
|
134,774
|
|
|
103,785
|
|
Deferred tax liabilities
|
10
|
|
21,612
|
|
|
27,958
|
|
Debt
|
23
|
|
510,220
|
|
|
317,304
|
|
Other liabilities
|
24
|
|
670,378
|
|
|
470,325
|
|
Other financial liabilities
|
19
|
|
104,093
|
|
|
4,485
|
|
Trade payables
|
25
|
|
535,707
|
|
|
485,948
|
|
Current tax payables
|
|
|
109,516
|
|
|
103,909
|
|
Total equity and liabilities
|
|
|
4,641,427
|
|
|
3,895,475
|
|
|
|
For the years ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
(€ thousand)
|
|||||||
Cash and cash equivalents at beginning of the year
|
|
113,786
|
|
|
100,063
|
|
|
94,025
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|||
Profit before taxes
|
|
398,233
|
|
|
366,400
|
|
|
334,599
|
|
Amortization and depreciation
|
|
288,982
|
|
|
270,250
|
|
|
237,540
|
|
Provision accruals
|
|
66,274
|
|
|
24,095
|
|
|
41,932
|
|
Other non-cash expense and income
|
|
53,348
|
|
|
31,818
|
|
|
37,007
|
|
Net gains on disposal of property, plant and equipment and intangible assets
|
|
(742
|
)
|
|
(1,259
|
)
|
|
(1,166
|
)
|
Change in inventories
|
|
(65,548
|
)
|
|
(19,549
|
)
|
|
(18,940
|
)
|
Change in trade receivables
|
|
824
|
|
|
(81,386
|
)
|
|
8,857
|
|
Change in trade payables
|
|
12,986
|
|
|
14,260
|
|
|
24,770
|
|
Change in receivables from financing activities
|
|
(201,692
|
)
|
|
(56,531
|
)
|
|
(148,422
|
)
|
Change in other operating assets and liabilities
|
|
14,322
|
|
|
44,700
|
|
|
80,665
|
|
Income tax paid
|
|
(140,920
|
)
|
|
(138,784
|
)
|
|
(134,322
|
)
|
Total
|
|
426,067
|
|
|
454,014
|
|
|
462,520
|
|
|
|
|
|
|
|
|
|||
Cash flows used in investing activities:
|
|
|
|
|
|
|
|||
Investments in property, plant and equipment
|
|
(169,363
|
)
|
|
(161,653
|
)
|
|
(161,380
|
)
|
Investments in intangible assets
|
|
(160,635
|
)
|
|
(109,250
|
)
|
|
(96,972
|
)
|
Cash acquired in change in scope of consolidation
|
|
38,751
|
|
|
—
|
|
|
—
|
|
Proceeds from the sale of property, plant and equipment and intangible assets
|
|
1,828
|
|
|
1,939
|
|
|
2,664
|
|
Change in investments and other financial assets
|
|
(358
|
)
|
|
1,622
|
|
|
(1,960
|
)
|
Total
|
|
(289,777
|
)
|
|
(267,342
|
)
|
|
(257,648
|
)
|
|
|
|
|
|
|
|
|||
Cash flows used in financing activities:
|
|
|
|
|
|
|
|||
Proceeds from bank borrowings
|
|
80,745
|
|
|
15,208
|
|
|
10,495
|
|
Repayment of bank borrowings
|
|
(1,715
|
)
|
|
(10,010
|
)
|
|
(916
|
)
|
Net change in financial liabilities with FCA Group
|
|
89,075
|
|
|
50,638
|
|
|
(292,588
|
)
|
Net change in other debt
|
|
(27,638
|
)
|
|
8,189
|
|
|
22,877
|
|
Net change in deposits in FCA Group cash management pools
|
|
(247,034
|
)
|
|
(227,495
|
)
|
|
72,887
|
|
Dividends paid to non-controlling interest
|
|
(15,050
|
)
|
|
—
|
|
|
(7,148
|
)
|
Total
|
|
(121,617
|
)
|
|
(163,470
|
)
|
|
(194,393
|
)
|
|
|
|
|
|
|
|
|||
Translation exchange differences
|
|
5,819
|
|
|
(9,479
|
)
|
|
(4,441
|
)
|
Total change in cash and cash equivalents
|
|
20,492
|
|
|
13,723
|
|
|
6,038
|
|
Cash and cash equivalents at end of the year
|
|
134,278
|
|
|
113,786
|
|
|
100,063
|
|
|
Attributable to owners of the parent
|
|
|
|
|
||||||||||||||||||
|
Share capital
|
|
Other reserves
|
|
Retained earnings
|
|
Cash flow hedge reserve
|
|
Currency translation differences
|
|
Remeasurement of defined benefit plans
|
|
Non-controlling interests
|
|
Total
|
||||||||
|
(€ thousand)
|
||||||||||||||||||||||
At January 1, 2012
|
|
|
|
|
|
|
1,780,192
|
|
|
(46,936
|
)
|
|
16,713
|
|
|
(2,052
|
)
|
|
21,326
|
|
|
1,769,243
|
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,149
|
)
|
|
(7,149
|
)
|
Net profit
|
—
|
|
|
—
|
|
|
225,403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,087
|
|
|
233,490
|
|
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
52,675
|
|
|
(5,408
|
)
|
|
(1,595
|
)
|
|
(143
|
)
|
|
45,529
|
|
At December 31, 2012
|
|
|
|
|
|
|
2,005,595
|
|
|
5,739
|
|
|
11,305
|
|
|
(3,647
|
)
|
|
22,121
|
|
|
2,041,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net profit
|
—
|
|
|
—
|
|
|
240,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,325
|
|
|
246,099
|
|
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
37,457
|
|
|
(6,828
|
)
|
|
(613
|
)
|
|
(639
|
)
|
|
29,377
|
|
Other changes
|
—
|
|
|
|
|
|
(276
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(307
|
)
|
At December 31, 2013
|
|
|
|
|
|
|
2,246,093
|
|
|
43,196
|
|
|
4,477
|
|
|
(4,260
|
)
|
|
26,776
|
|
|
2,316,282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,369
|
)
|
|
(79,369
|
)
|
Transaction with non-controlling interest
|
—
|
|
|
—
|
|
|
(1,263
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,243
|
|
|
53,980
|
|
Net profit
|
—
|
|
|
—
|
|
|
261,371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,644
|
|
|
265,015
|
|
Other comprehensive (loss)/income
|
—
|
|
|
—
|
|
|
—
|
|
|
(101,753
|
)
|
|
25,435
|
|
|
(3,678
|
)
|
|
2,401
|
|
|
(77,595
|
)
|
Reclassification
(1)
|
—
|
|
|
—
|
|
|
1,191
|
|
|
—
|
|
|
—
|
|
|
(1,191
|
)
|
|
—
|
|
|
—
|
|
At December 31, 2014
|
|
|
|
|
|
|
2,507,392
|
|
|
(58,557
|
)
|
|
29,912
|
|
|
(9,129
|
)
|
|
8,695
|
|
|
2,478,313
|
|
(1)
|
Relates to the reclassification of the actuarial gain recognized on the remeasurement of the defined benefit pension plan of the former Chairman of the Group.
|
•
|
The Company acquired from Ferrari North Europe Limited its assets and business of providing sales, after-sales and support services for the Ferrari brand and in exchange the Company issued to Ferrari North Europe Limited a note in the principal amount of €
____
(the “FNE Note”).
|
•
|
FCA transferred to the Company all of the issued and outstanding share capital that it previously held in Ferrari S.p.A. (representing 90 percent of the share capital of Ferrari S.p.A.), and in exchange the Company issued to FCA a note in the principal amount of €
____
(the “FCA Note”).
|
•
|
FCA contributed cash of €
____
to the Company in consideration of the issue to FCA of
____
common shares and the same number of special voting shares of the Company. These common shares and special voting shares were issued at a nominal value of €
____
with a share premium of €
____
. €
____
of the cash proceeds received from FCA were used to settle a portion of the FCA Note, following which the principal outstanding on the FCA Note is €
____
, which is expected to be refinanced through third party debt. The Company also used €
____
of the cash proceeds received as a result of issuing shares to FCA to fully repay the FNE Note.
|
•
|
Piero Ferrari transferred his 10 percent interest in Ferrari S.p.A. to the Company and in exchange the Company issued to Piero Ferrari
____
of its common shares and special voting shares. Following a subsequent transaction with FCA, Piero Ferrari will own 10.0 percent of the Company’s share capital. The Company did not receive any cash consideration as part of this transaction.
|
(i)
|
The capital reorganization:
|
▪
|
The Company was formed by FCA solely to effect the Separation and will be controlled by FCA until completion of the Separation. Therefore, the capital reorganization does not meet the definition of a business combination in the context of IFRS 3 - “Business Combinations” but rather a combination of entities under common control and as such is excluded from the scope of IFRS 3. IFRS (as defined below) has no applicable guidance in accounting for such transactions. IAS 8 - “Accounting Policies, Changes in Accounting Estimates and Errors” states that in the absence of an IFRS which specifically applies to a transaction, the Company may consider the most recent pronouncements of other standard-setting bodies that use a similar conceptual framework to develop accounting standards or other accounting literature and accepted industry practices, to the extent that these do not conflict with the requirements in IFRS for dealing with similar and related issues or the definitions, recognition criteria and measurement concepts for assets, liabilities, income and expenses in the IFRS Conceptual Framework for Financial Reporting (the “Framework”). Accordingly, the Company has considered the guidance in ASC 805-50-30-5 on common control transactions, which indicates that the receiving entity (the Company) is able to reflect the transferred assets and liabilities in its own accounting records at the carrying amount in the accounting records of the transferring entity (FCA). As a result, these consolidated financial statements include FCA’s recorded goodwill relating to Ferrari S.p.A. in the amount of €780,542 thousand.
|
•
|
The retrospective accounting for the capital reorganization is consistent with the principles underlying paragraph 64 of IAS 33 - “Earnings per Share” which requires calculation of basic and diluted earnings per share for all periods presented to be adjusted retrospectively if changes occur to the capital structure after the reporting period but before the financial statements are authorized for issue. SAB Topic 4C also requires that such changes be given retroactive effect in the balance sheet where they occur after the reporting period but before the financial statements are authorized for issue. The capital reorganization has been accounted for as though it had occurred effective January 1, 2012. In particular:
|
◦
|
The issuance of
____
shares in the Company to FCA has been reflected as an increase in share capital and share premium in the amounts of €
____
and €
____
, respectively, with an offset to retained earnings of €
____
.
|
◦
|
The issuance of
____
shares in the Company to Piero Ferrari has been reflected as an increase in share capital and share premium in the amounts of €
____
and €
____
, respectively, with an offset to retained earnings of €
____
.
|
◦
|
The historical number of ordinary shares, nominal value per share, basic and diluted earnings per ordinary share amounts and other per share disclosures retrospectively reflect the capital structure of the Company post Restructuring for all periods presented, with the required disclosures presented in Notes 12 and 20.
|
(ii)
|
The issuance of the FCA Note:
|
•
|
The FCA Note and subsequent refinancing have not been reflected in the consolidated financial statements. The acquisition of the Ferrari North Europe Limited assets and business and the FNE Note eliminate on consolidation.
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
Average
|
|
At December 31,
|
|
Average
|
|
At December 31,
|
|
Average
|
|
At December 31,
|
||||||
U.S. Dollar
|
1.3287
|
|
|
1.2141
|
|
|
1.3279
|
|
|
1.3791
|
|
|
1.2848
|
|
|
1.3194
|
|
Pound Sterling
|
0.8062
|
|
|
0.7789
|
|
|
0.8492
|
|
|
0.8337
|
|
|
0.8109
|
|
|
0.8161
|
|
Swiss Franc
|
1.2146
|
|
|
1.2024
|
|
|
1.2310
|
|
|
1.2276
|
|
|
1.2053
|
|
|
1.2072
|
|
Japanese Yen
|
140.3146
|
|
|
145.2300
|
|
|
129.6283
|
|
|
144.7200
|
|
|
102.4919
|
|
|
113.6100
|
|
Chinese Yuan
|
8.1874
|
|
|
7.5358
|
|
|
8.1638
|
|
|
8.3491
|
|
|
8.1058
|
|
|
8.2207
|
|
Australian Dollar
|
1.4720
|
|
|
1.4829
|
|
|
1.3771
|
|
|
1.5423
|
|
|
1.2407
|
|
|
1.2712
|
|
Singapore Dollar
|
1.6826
|
|
|
1.6058
|
|
|
1.6616
|
|
|
1.7414
|
|
|
1.6055
|
|
|
1.6111
|
|
|
Depreciation rates
|
Industrial buildings
|
3% - 20%
|
Plant, machinery and equipment
|
5% - 22%
|
Other assets
|
12% - 25%
|
•
|
Cash flow hedges
- Where a derivative financial instrument is designated as a hedge of the exposure to variability in future cash flows of a recognized asset or liability or a highly probable forecasted transaction and could affect the consolidated income statement, the effective portion of any gain or loss on the derivative financial instrument is recognized directly in other comprehensive income/(loss). The cumulative gain or loss is reclassified from other comprehensive income/(loss) to the consolidated income statement at the same time as the economic effect arising from the hedged item affects the consolidated income statement. The gain or loss associated with a hedge or part of a hedge that has become ineffective is recognized in the consolidated income statement immediately within net financial income/(expense). When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative gain or loss realized to the point of termination remains in other comprehensive income/(loss) and is recognized in the consolidated income statement at the same time as the underlying transaction occurs. If the hedged transaction is no longer probable, the cumulative unrealized gain or loss held in other comprehensive income/(loss) is recognized in the consolidated income statement immediately.
|
•
|
the service costs are recognized in the consolidated income statement by function and presented in the relevant line items (cost of sales, selling, general and administrative costs, research and development costs, etc.);
|
•
|
the net interest on the defined benefit liability is recognized in the consolidated income statement as net financial income /(expenses), and is determined by multiplying the net liability/(asset) by the discount rate used to discount obligations taking into account the effect of contributions and benefit payments made during the year; and
|
•
|
the remeasurement components of the net obligations, which comprise actuarial gains and losses and any change in the effect of the asset ceiling are recognized immediately in other comprehensive income/(loss). These remeasurement components are not reclassified in the consolidated income statement in a subsequent period.
|
Name
|
|
Country
|
|
Nature of business
|
|
Shares held by the Group
|
|
Shares held by non-controlling interests (NCI)
|
||
Directly held interests
|
|
|
|
|
|
|
|
|
||
Ferrari North America Inc.
|
|
USA
|
|
Importer and distributor
|
|
100
|
%
|
|
—
|
%
|
Ferrari Japan KK
|
|
Japan
|
|
Importer and distributor
|
|
100
|
%
|
|
—
|
%
|
Ferrari Australasia Pty Limited
|
|
Australia
|
|
Importer and distributor
|
|
100
|
%
|
|
—
|
%
|
Ferrari International Cars Trading (Shanghai) Co. L.t.d.
(1)
|
|
China
|
|
Importer and distributor
|
|
80
|
%
|
|
20
|
%
|
Ferrari Far East Pte Limited
|
|
Singapore
|
|
Service company
|
|
100
|
%
|
|
—
|
%
|
Ferrari Management Consulting (Shanghai) Co. L.t.d.
|
|
China
|
|
Service company
|
|
100
|
%
|
|
—
|
%
|
Ferrari South West Europe S.a.r.l.
|
|
France
|
|
Service company
|
|
100
|
%
|
|
—
|
%
|
Ferrari Central East Europe GmbH
|
|
Germany
|
|
Service company
|
|
100
|
%
|
|
—
|
%
|
G.S.A. S.A.
|
|
Switzerland
|
|
Service company
|
|
100
|
%
|
|
—
|
%
|
Ferrari North Europe L.t.d.
|
|
UK
|
|
Service company
|
|
100
|
%
|
|
—
|
%
|
Ferrari GED S.p.A.
|
|
Italy
|
|
Investment property
|
|
100
|
%
|
|
—
|
%
|
Mugello Circuit S.p.A.
|
|
Italy
|
|
Racetrack management
|
|
100
|
%
|
|
—
|
%
|
Ferrari Financial Services S.p.A.
|
|
Italy
|
|
Financial services
|
|
90
|
%
|
|
10
|
%
|
Indirectly held interests
|
|
|
|
|
|
|
|
|
||
Ferrari Financial Services A.G.
(2)
|
|
Germany
|
|
Financial services
|
|
90
|
%
|
|
10
|
%
|
Ferrari Financial Services Inc.
(2)
|
|
USA
|
|
Financial services
|
|
90
|
%
|
|
10
|
%
|
Ferrari Financial Services Japan KK
(2)
|
|
Japan
|
|
Financial services
|
|
90
|
%
|
|
10
|
%
|
410, Park Display Inc.
(3)
|
|
USA
|
|
Company holding real estate
|
|
100
|
%
|
|
—
|
%
|
(1)
|
In August 2014 the Group’s shareholding in Ferrari International Cars Trading (Shanghai) Co. L.t.d. increased from 59 percent to 80 percent. See “Non-controlling interests” for further information.
|
(2)
|
Shareholding held by Ferrari Financial Services S.p.A.
|
(3)
|
Shareholding held by Ferrari North America Inc.
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
Equity attributable to non-controlling interests
|
8,695
|
|
|
26,776
|
|
Of which attributable to FICTS
|
4,109
|
|
|
23,102
|
|
Of which attributable to FFS Group
|
4,586
|
|
|
3,674
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ thousand)
|
|||||||
Net profit attributable to non-controlling interests
|
3,644
|
|
|
5,325
|
|
|
8,087
|
|
Of which attributable to FICTS
|
3,059
|
|
|
4,497
|
|
|
6,999
|
|
Of which attributable to FFS Group
|
585
|
|
|
828
|
|
|
1,088
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ thousand)
|
|||||||
Cars and spare parts
|
1,943,729
|
|
|
1,655,185
|
|
|
1,695,285
|
|
Engines
|
311,155
|
|
|
187,915
|
|
|
76,535
|
|
Sponsorship, commercial and brand
|
416,673
|
|
|
412,004
|
|
|
384,793
|
|
Other
|
90,803
|
|
|
80,166
|
|
|
68,594
|
|
Total net revenues
|
2,762,360
|
|
|
2,335,270
|
|
|
2,225,207
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ thousand)
|
|||||||
Amortization of capitalized development costs
|
125,497
|
|
|
120,444
|
|
|
97,949
|
|
Research and development costs expensed during the year
|
415,336
|
|
|
358,850
|
|
|
333,507
|
|
Total research and development costs
|
540,833
|
|
|
479,294
|
|
|
431,456
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Financial income:
|
(€ thousand)
|
|||||||
Interest income from bank deposits
|
2,333
|
|
|
447
|
|
|
665
|
|
Other interest income and financial income
|
4,774
|
|
|
1,981
|
|
|
2,916
|
|
Interest income and other financial income:
|
7,107
|
|
|
2,428
|
|
|
3,581
|
|
Finance income from financial services companies
|
45,760
|
|
|
38,047
|
|
|
39,481
|
|
Total financial income
|
52,867
|
|
|
40,475
|
|
|
43,062
|
|
|
|
|
|
|
|
|
|
|
Total financial income relating to:
|
|
|
|
|
|
|
|
|
Industrial companies (A)
|
7,107
|
|
|
2,428
|
|
|
3,581
|
|
Financial services companies (reported within net revenues)
|
45,760
|
|
|
38,047
|
|
|
39,481
|
|
|
|
|
|
|
|
|
|
|
Financial expenses:
|
|
|
|
|
|
|
|
|
Interest expenses on financial liabilities with FCA Group
|
(6,141
|
)
|
|
(5,129
|
)
|
|
(5,047
|
)
|
Capitalized borrowing costs
|
1,588
|
|
|
1,981
|
|
|
2,042
|
|
Other interest cost and financial expenses
|
(985
|
)
|
|
(718
|
)
|
|
(940
|
)
|
Interest expense and other financial expenses
|
(5,538
|
)
|
|
(3,866
|
)
|
|
(3,945
|
)
|
Interest expenses from banks
|
(817
|
)
|
|
(315
|
)
|
|
(1,490
|
)
|
Write-downs of financial receivables
|
(6,769
|
)
|
|
(3,997
|
)
|
|
(7,923
|
)
|
Net interest expenses on employee benefits provisions
|
(400
|
)
|
|
(603
|
)
|
|
(906
|
)
|
Other financial expenses
|
(2,007
|
)
|
|
(7,769
|
)
|
|
(3,961
|
)
|
Total financial expenses
|
(15,531
|
)
|
|
(16,550
|
)
|
|
(18,225
|
)
|
Net income/(expenses) from derivative financial instruments and foreign currency exchange rate differences
|
1,197
|
|
|
118
|
|
|
(4,935
|
)
|
Total financial expenses and net expenses from derivative financial instruments and foreign currency exchange rate differences
|
(14,334
|
)
|
|
(16,432
|
)
|
|
(23,160
|
)
|
|
|
|
|
|
|
|
|
|
Total financial expenses and net income/(expenses) from derivative financial instruments and foreign currency exchange rate differences relating to:
|
|
|
|
|
|
|
|
|
Industrial companies (B)
|
1,658
|
|
|
423
|
|
|
(4,479
|
)
|
Financial services companies (reported in cost of sales)
|
(15,992
|
)
|
|
(16,855
|
)
|
|
(18,681
|
)
|
|
|
|
|
|
|
|||
Net financial income/(expenses) relating to industrial companies (A+B)
|
8,765
|
|
|
2,851
|
|
|
(898
|
)
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ thousand)
|
|||||||
Current tax expense
|
137,468
|
|
|
132,904
|
|
|
135,533
|
|
Deferred tax (income)
|
(4,600
|
)
|
|
(12,067
|
)
|
|
(36,458
|
)
|
Taxes relating to prior periods
|
350
|
|
|
(536
|
)
|
|
2,034
|
|
Total income tax expense
|
133,218
|
|
|
120,301
|
|
|
101,109
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ thousand)
|
|||||||
Theoretical income tax expense
|
109,514
|
|
|
100,760
|
|
|
91,741
|
|
Tax effect on:
|
|
|
|
|
|
|||
Recognition and utilization of previously unrecognized deferred tax assets
|
—
|
|
|
—
|
|
|
(8,170
|
)
|
Permanent differences
|
(3,061
|
)
|
|
(4,411
|
)
|
|
(3,639
|
)
|
Differences between foreign tax rates and the theoretical Italian tax rate and tax holidays
|
680
|
|
|
642
|
|
|
982
|
|
Taxes relating to prior years
|
350
|
|
|
(536
|
)
|
|
2,034
|
|
Withholding tax on earnings
|
6,607
|
|
|
6,358
|
|
|
2,457
|
|
Total income tax expense, excluding IRAP
|
114,090
|
|
|
102,813
|
|
|
85,405
|
|
Effective tax rate
|
28.6
|
%
|
|
28.1
|
%
|
|
25.6
|
%
|
IRAP (current and deferred)
|
19,128
|
|
|
17,488
|
|
|
15,704
|
|
Total income tax expense
|
133,218
|
|
|
120,301
|
|
|
101,109
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
Deferred tax assets:
|
|
|
|
||
Deferred tax assets to be recovered after 12 months
|
63,935
|
|
|
24,807
|
|
Deferred tax assets to be recovered within 12 months
|
47,781
|
|
|
16,736
|
|
|
111,716
|
|
|
41,543
|
|
Deferred tax liabilities:
|
|
|
|
||
Deferred tax liability to be recovered after 12 months
|
(5,368
|
)
|
|
(5,581
|
)
|
Deferred tax liability to be recovered within 12 months
|
(16,244
|
)
|
|
(22,377
|
)
|
|
(21,612
|
)
|
|
(27,958
|
)
|
Net deferred tax assets
|
90,104
|
|
|
13,585
|
|
|
|
At December 31, 2012
|
|
Recognized in consolidated income statement
|
|
Charged to equity
|
|
Changes in the scope of consolidation
|
|
Translation
differences and other changes |
|
At December 31, 2013
|
||||||
|
|
(€ thousand)
|
||||||||||||||||
Deferred tax assets arising on:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Provisions
|
|
58,336
|
|
|
(1,291
|
)
|
|
—
|
|
|
—
|
|
|
(1,243
|
)
|
|
55,802
|
|
Deferred income
|
|
16,774
|
|
|
6,125
|
|
|
—
|
|
|
—
|
|
|
3,264
|
|
|
26,163
|
|
Employee benefits
|
|
220
|
|
|
268
|
|
|
1,799
|
|
|
—
|
|
|
(342
|
)
|
|
1,945
|
|
Foreign currency exchange rate differences
|
|
5,652
|
|
|
(4,562
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,090
|
|
Inventory obsolescence
|
|
15,541
|
|
|
907
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
16,326
|
|
Allowances for doubtful accounts
|
|
6,936
|
|
|
2,170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,106
|
|
Depreciation
|
|
17,785
|
|
|
1,643
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,428
|
|
Board of Directors compensation
|
|
1,053
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,025
|
|
Other
|
|
3,290
|
|
|
159
|
|
|
—
|
|
|
—
|
|
|
(1,833
|
)
|
|
1,616
|
|
Total assets
|
|
125,587
|
|
|
5,391
|
|
|
1,799
|
|
|
—
|
|
|
(276
|
)
|
|
132,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax liabilities arising on:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
|
(10,711
|
)
|
|
1,135
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
(9,455
|
)
|
Capitalization of development costs
|
|
(78,936
|
)
|
|
8,597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,339
|
)
|
Employee benefits
|
|
(1,526
|
)
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
342
|
|
|
(1,291
|
)
|
Foreign currency exchange rate differences
|
|
(4,521
|
)
|
|
3,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(804
|
)
|
Cash flow hedge reserve
|
|
(2,579
|
)
|
|
—
|
|
|
(17,146
|
)
|
|
—
|
|
|
—
|
|
|
(19,725
|
)
|
Lease accounting
|
|
(12,826
|
)
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,549
|
)
|
Withholding tax on undistributed earnings
|
|
—
|
|
|
(6,075
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,075
|
)
|
Total liabilities
|
|
(111,099
|
)
|
|
7,544
|
|
|
(17,146
|
)
|
|
—
|
|
|
463
|
|
|
(120,238
|
)
|
Deferred tax asset arising on tax loss
carry-forward |
|
2,218
|
|
|
(868
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
1,322
|
|
Total net deferred tax assets
|
|
16,706
|
|
|
12,067
|
|
|
(15,347
|
)
|
|
—
|
|
|
159
|
|
|
13,585
|
|
|
|
At December 31, 2013
|
|
Recognized in consolidated income statement
|
|
Charged to equity
|
|
Changes in the scope of consolidation
|
|
Translation
differences and other changes |
|
At December 31, 2014
|
||||||
|
|
(€ thousand)
|
||||||||||||||||
Deferred tax assets arising on:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Provisions
|
|
55,802
|
|
|
5,597
|
|
|
—
|
|
|
13,178
|
|
|
(1,814
|
)
|
|
72,763
|
|
Deferred income
|
|
26,163
|
|
|
9,096
|
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|
35,039
|
|
Employee benefits
|
|
1,945
|
|
|
367
|
|
|
1,061
|
|
|
—
|
|
|
—
|
|
|
3,373
|
|
Cash flow hedge reserve
|
|
—
|
|
|
—
|
|
|
26,864
|
|
|
—
|
|
|
5
|
|
|
26,869
|
|
Foreign currency exchange rate differences
|
|
1,090
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,090
|
|
Inventory obsolescence
|
|
16,326
|
|
|
(338
|
)
|
|
—
|
|
|
—
|
|
|
435
|
|
|
16,423
|
|
Allowances for doubtful accounts
|
|
9,106
|
|
|
(1,587
|
)
|
|
—
|
|
|
—
|
|
|
(2,227
|
)
|
|
5,292
|
|
Depreciation
|
|
19,428
|
|
|
2,791
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,219
|
|
Board of Directors compensation
|
|
1,025
|
|
|
2,391
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,416
|
|
Other
|
|
1,616
|
|
|
(7,899
|
)
|
|
—
|
|
|
8,631
|
|
|
9,498
|
|
|
11,846
|
|
Total assets
|
|
132,501
|
|
|
10,418
|
|
|
27,925
|
|
|
21,809
|
|
|
5,677
|
|
|
198,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax liabilities arising on:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
|
(9,455
|
)
|
|
(2,014
|
)
|
|
—
|
|
|
—
|
|
|
(518
|
)
|
|
(11,987
|
)
|
Capitalization of development costs
|
|
(70,339
|
)
|
|
(3,536
|
)
|
|
—
|
|
|
—
|
|
|
(2,695
|
)
|
|
(76,570
|
)
|
Employee benefits
|
|
(1,291
|
)
|
|
(284
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,575
|
)
|
Foreign currency exchange rate differences
|
|
(804
|
)
|
|
(1,546
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,350
|
)
|
Cash flow hedge reserve
|
|
(19,725
|
)
|
|
—
|
|
|
19,724
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Lease accounting
|
|
(12,549
|
)
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,625
|
)
|
Withholding tax on undistributed earnings
|
|
(6,075
|
)
|
|
847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,228
|
)
|
Total liabilities
|
|
(120,238
|
)
|
|
(6,609
|
)
|
|
19,724
|
|
|
—
|
|
|
(3,213
|
)
|
|
(110,336
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax asset arising on tax loss
carry-forward |
|
1,322
|
|
|
791
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
2,110
|
|
Total net deferred tax assets
|
|
13,585
|
|
|
4,600
|
|
|
47,649
|
|
|
21,809
|
|
|
2,461
|
|
|
90,104
|
|
|
|
For the years ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Profit attributable to owners of Ferrari
|
€ thousand
|
261,371
|
|
|
240,774
|
|
|
225,403
|
|
Weighted average number of ordinary shares
|
thousand
|
|
|
|
|
|
|
|
|
Basic earnings per ordinary share
|
€
|
|
|
|
|
|
|
|
|
•
|
The expected future cash flows covering the period from 2015 through 2019 have been derived from the Ferrari business plan. In particular the estimate considers expected EBITDA adjusted to reflect the expected capital expenditure. These cash flows relate to the CGU in its condition when preparing the financial statements and exclude the estimated cash flows that might arise from restructuring plans or other structural changes. Volumes and sales mix used for estimating the future cash flows are based on assumptions that are considered reasonable and sustainable and represent the best estimate of expected conditions regarding market trends for the CGU over the period considered.
|
•
|
The expected future cash flows include a normalized terminal period used to estimate the future results beyond the time period explicitly considered, which were calculated by using the specific medium/long-term growth rate for the sector equal to 1.0 percent (1.0 percent in 2013 and 2.0 percent in 2012).
|
•
|
The expected future cash flows have been estimated in Euro, and discounted using a post-tax discount rate appropriate for that currency, determined by using a base WACC of 8.2 percent (8.4 percent in 2013 and 8.1 percent in 2012). The WACC used reflects the current market assessment of the time value of money for the period being considered and the risks specific to the CGU under consideration.
|
|
|
Externally
acquired development costs |
|
Development
costs internally generated |
|
Patents,
concessions and licenses |
|
Other
intangible assets |
|
Total
|
|||||
|
|
(€ thousand)
|
|||||||||||||
Gross carrying amount
Balance at January 1, 2013
|
|
610,808
|
|
|
268,277
|
|
|
98,256
|
|
|
32,139
|
|
|
1,009,480
|
|
Additions
|
|
63,777
|
|
|
29,709
|
|
|
12,770
|
|
|
2,994
|
|
|
109,250
|
|
Divestitures
|
|
—
|
|
|
—
|
|
|
(1,356
|
)
|
|
—
|
|
|
(1,356
|
)
|
Translation differences
|
|
—
|
|
|
—
|
|
|
(164
|
)
|
|
(142
|
)
|
|
(306
|
)
|
Balance at December 31, 2013
|
|
674,585
|
|
|
297,986
|
|
|
109,506
|
|
|
34,991
|
|
|
1,117,068
|
|
Additions
|
|
42,788
|
|
|
101,969
|
|
|
13,270
|
|
|
2,608
|
|
|
160,635
|
|
Divestitures
|
|
—
|
|
|
—
|
|
|
(645
|
)
|
|
—
|
|
|
(645
|
)
|
Translation differences
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(88
|
)
|
|
(97
|
)
|
Balance at December 31, 2014
|
|
717,373
|
|
|
399,955
|
|
|
122,122
|
|
|
37,511
|
|
|
1,276,961
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization and
impairment losses
Balance at January 1, 2013
|
|
443,502
|
|
|
181,621
|
|
|
89,095
|
|
|
30,196
|
|
|
744,414
|
|
Amortization
|
|
80,980
|
|
|
39,464
|
|
|
9,036
|
|
|
2,082
|
|
|
131,562
|
|
Divestitures
|
|
—
|
|
|
—
|
|
|
(940
|
)
|
|
—
|
|
|
(940
|
)
|
Translation differences
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(89
|
)
|
|
(135
|
)
|
Balance at December 31, 2013
|
|
524,482
|
|
|
221,085
|
|
|
97,145
|
|
|
32,189
|
|
|
874,901
|
|
Amortization
|
|
87,564
|
|
|
37,933
|
|
|
10,091
|
|
|
2,057
|
|
|
137,645
|
|
Divestitures
|
|
—
|
|
|
—
|
|
|
(630
|
)
|
|
—
|
|
|
(630
|
)
|
Translation differences
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(211
|
)
|
|
(217
|
)
|
Balance at December 31, 2014
|
|
612,046
|
|
|
259,018
|
|
|
106,600
|
|
|
34,035
|
|
|
1,011,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carrying amount at:
|
|
|
|
|
|
|
|
|
|
|
|||||
January 1, 2013
|
|
167,306
|
|
|
86,656
|
|
|
9,161
|
|
|
1,943
|
|
|
265,066
|
|
December 31, 2013
|
|
150,103
|
|
|
76,901
|
|
|
12,361
|
|
|
2,802
|
|
|
242,167
|
|
December 31, 2014
|
|
105,327
|
|
|
140,937
|
|
|
15,522
|
|
|
3,476
|
|
|
265,262
|
|
|
Land
|
|
Industrial
buildings |
|
Plant, machinery and equipment
|
|
Other
assets |
|
Advances and assets under construction
|
|
Total
|
||||||
|
(€ thousand)
|
||||||||||||||||
Gross carrying amount
Balance at January 1, 2013
|
22,382
|
|
|
258,686
|
|
|
1,330,391
|
|
|
111,705
|
|
|
54,377
|
|
|
1,777,541
|
|
Additions
|
98
|
|
|
9,882
|
|
|
129,253
|
|
|
11,536
|
|
|
10,884
|
|
|
161,653
|
|
Divestitures
|
—
|
|
|
(645
|
)
|
|
(20,147
|
)
|
|
(4,367
|
)
|
|
(2
|
)
|
|
(25,161
|
)
|
Translation differences
|
(10
|
)
|
|
(211
|
)
|
|
(109
|
)
|
|
(720
|
)
|
|
(13
|
)
|
|
(1,063
|
)
|
Reclassification
|
—
|
|
|
3,729
|
|
|
46,149
|
|
|
1,684
|
|
|
(51,562
|
)
|
|
—
|
|
Balance at December 31, 2013
|
22,470
|
|
|
271,441
|
|
|
1,485,537
|
|
|
119,838
|
|
|
13,684
|
|
|
1,912,970
|
|
Additions
|
—
|
|
|
4,371
|
|
|
76,918
|
|
|
11,974
|
|
|
76,100
|
|
|
169,363
|
|
Divestitures
|
—
|
|
|
(2
|
)
|
|
(11,985
|
)
|
|
(3,097
|
)
|
|
—
|
|
|
(15,084
|
)
|
Translation differences
|
30
|
|
|
636
|
|
|
(892
|
)
|
|
(482
|
)
|
|
—
|
|
|
(708
|
)
|
Balance at December 31, 2014
|
22,500
|
|
|
276,446
|
|
|
1,549,578
|
|
|
128,233
|
|
|
89,784
|
|
|
2,066,541
|
|
Accumulated amortization
Balance at January 1, 2013
|
—
|
|
|
97,485
|
|
|
1,048,823
|
|
|
86,627
|
|
|
—
|
|
|
1,232,935
|
|
Depreciation
|
—
|
|
|
9,558
|
|
|
119,586
|
|
|
8,135
|
|
|
—
|
|
|
137,279
|
|
Divestitures
|
—
|
|
|
(379
|
)
|
|
(19,853
|
)
|
|
(4,272
|
)
|
|
—
|
|
|
(24,504
|
)
|
Translation differences
|
—
|
|
|
(160
|
)
|
|
(118
|
)
|
|
(276
|
)
|
|
—
|
|
|
(554
|
)
|
Balance at December 31, 2013
|
—
|
|
|
106,504
|
|
|
1,148,438
|
|
|
90,214
|
|
|
—
|
|
|
1,345,156
|
|
Depreciation
|
—
|
|
|
9,712
|
|
|
131,303
|
|
|
8,938
|
|
|
—
|
|
|
149,953
|
|
Divestitures
|
—
|
|
|
(1
|
)
|
|
(11,848
|
)
|
|
(2,499
|
)
|
|
—
|
|
|
(14,348
|
)
|
Translation differences
|
—
|
|
|
503
|
|
|
189
|
|
|
(97
|
)
|
|
—
|
|
|
595
|
|
Balance at December 31, 2014
|
—
|
|
|
116,718
|
|
|
1,268,082
|
|
|
96,556
|
|
|
—
|
|
|
1,481,356
|
|
Carrying amount at:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2013
|
22,382
|
|
|
161,201
|
|
|
281,568
|
|
|
25,078
|
|
|
54,377
|
|
|
544,606
|
|
December 31, 2013
|
22,470
|
|
|
164,937
|
|
|
337,099
|
|
|
29,624
|
|
|
13,684
|
|
|
567,814
|
|
December 31, 2014
|
22,500
|
|
|
159,728
|
|
|
281,496
|
|
|
31,677
|
|
|
89,784
|
|
|
585,185
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
Investment properties
|
35,565
|
|
|
36,640
|
|
Delta Top Co option
|
10,546
|
|
|
—
|
|
Other securities and other financial assets
|
1,320
|
|
|
1,271
|
|
Total investments and other financial assets
|
47,431
|
|
|
37,911
|
|
|
|
At
January 1, 2013
|
|
Movements
|
|
At
December 31, 2013
|
|
Movements
|
|
At
December 31, 2014
|
|||||
|
|
(€ thousand)
|
|||||||||||||
Gross carrying amount
|
|
53,178
|
|
|
143
|
|
|
53,321
|
|
|
309
|
|
|
53,630
|
|
Accumulated depreciation
|
|
(15,272
|
)
|
|
(1,409
|
)
|
|
(16,681
|
)
|
|
(1,384
|
)
|
|
(18,065
|
)
|
Carrying amount
|
|
37,906
|
|
|
|
|
36,640
|
|
|
|
|
35,565
|
|
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
At January 1,
|
53,566
|
|
|
51,177
|
|
Provision
|
3,091
|
|
|
2,451
|
|
Use and other changes
|
(1,964
|
)
|
|
(62
|
)
|
At December 31,
|
54,693
|
|
|
53,566
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
Trade receivables
|
183,642
|
|
|
205,925
|
|
Deposits in FCA Group cash management pools
|
942,469
|
|
|
683,672
|
|
Receivables from financing activities
|
1,224,446
|
|
|
862,764
|
|
Current tax receivables
|
3,016
|
|
|
1,297
|
|
Other current assets
|
52,052
|
|
|
39,163
|
|
Total
|
2,405,625
|
|
|
1,792,821
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
Trade receivables denominated in:
|
|
|
|
||
Euro
|
160,582
|
|
|
180,316
|
|
U.S. Dollar
|
18,485
|
|
|
19,759
|
|
Pound Sterling
|
1,456
|
|
|
1,402
|
|
Chinese Yuan
|
1,292
|
|
|
2,717
|
|
Japanese Yen
|
1,271
|
|
|
591
|
|
Other
|
556
|
|
|
1,140
|
|
Total
|
183,642
|
|
|
205,925
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
Client financing
|
939,284
|
|
|
666,947
|
|
Financial receivables from FCA Group companies
|
161,303
|
|
|
59,108
|
|
Factoring receivables
|
89,821
|
|
|
67,349
|
|
Dealer financing
|
33,611
|
|
|
65,981
|
|
Other
|
427
|
|
|
3,379
|
|
Total receivables from financing activities
|
1,224,446
|
|
|
862,764
|
|
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
At January 1,
|
10,865
|
|
|
10,285
|
|
Provision
|
6,769
|
|
|
3,997
|
|
Use and other changes
|
(3,433
|
)
|
|
(3,417
|
)
|
At December 31,
|
14,201
|
|
|
10,865
|
|
Of which:
|
|
|
|
||
Client financing
|
11,903
|
|
|
9,983
|
|
Factoring receivables
|
2,150
|
|
|
882
|
|
Dealer financing
|
148
|
|
|
—
|
|
Total
|
14,201
|
|
|
10,865
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
United States
|
482,782
|
|
|
304,914
|
|
United Kingdom
|
207,238
|
|
|
163,718
|
|
Germany
|
74,167
|
|
|
43,657
|
|
Switzerland
|
52,971
|
|
|
52,463
|
|
Italy
|
45,817
|
|
|
50,748
|
|
France
|
38,323
|
|
|
35,122
|
|
Japan
|
28,864
|
|
|
6,307
|
|
Belgium
|
9,122
|
|
|
10,018
|
|
Total client financing
|
939,284
|
|
|
666,947
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
Europe
|
952
|
|
|
49,892
|
|
United States
|
21,965
|
|
|
8,848
|
|
Japan
|
10,694
|
|
|
7,241
|
|
Total dealer financing
|
33,611
|
|
|
65,981
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
Prepayments
|
14,191
|
|
|
8,670
|
|
Italian and foreign VAT credits
|
17,205
|
|
|
11,778
|
|
Due from personnel
|
1,382
|
|
|
587
|
|
Security deposits
|
895
|
|
|
708
|
|
Other receivables
|
18,379
|
|
|
17,420
|
|
Total other current assets
|
52,052
|
|
|
39,163
|
|
|
At December 31, 2014
|
|||||||||||||
|
Due within one year
|
|
Due between one and five years
|
|
Due beyond five years
|
|
Overdue
|
|
Total
|
|||||
|
(€ thousand)
|
|||||||||||||
Trade receivables
|
177,607
|
|
|
1,882
|
|
|
—
|
|
|
4,153
|
|
|
183,642
|
|
Deposits in FCA Group cash management pools
|
942,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
942,469
|
|
Receivables from financing activities
|
429,179
|
|
|
729,360
|
|
|
53,875
|
|
|
12,032
|
|
|
1,224,446
|
|
Client financing
|
159,361
|
|
|
714,534
|
|
|
53,875
|
|
|
11,514
|
|
|
939,284
|
|
Financial receivables from FCA Group companies
|
161,303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161,303
|
|
Factoring receivables
|
89,821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,821
|
|
Dealer financing
|
18,267
|
|
|
14,826
|
|
|
—
|
|
|
518
|
|
|
33,611
|
|
Other
|
427
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427
|
|
Current tax receivables
|
3,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,016
|
|
Other current receivables
|
37,163
|
|
|
692
|
|
|
6
|
|
|
—
|
|
|
37,861
|
|
Total
|
1,589,434
|
|
|
731,934
|
|
|
53,881
|
|
|
16,185
|
|
|
2,391,434
|
|
|
At December 31, 2013
|
|||||||||||||
|
Due within one year
|
|
Due between one and five years
|
|
Due beyond five years
|
|
Overdue
|
|
Total
|
|||||
|
(€ thousand)
|
|||||||||||||
Trade receivables
|
175,119
|
|
|
—
|
|
|
—
|
|
|
30,806
|
|
|
205,925
|
|
Deposits in FCA Group cash management pools
|
683,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
683,672
|
|
Receivables from financing activities
|
345,025
|
|
|
470,865
|
|
|
32,167
|
|
|
14,707
|
|
|
862,764
|
|
Client financing
|
149,208
|
|
|
470,865
|
|
|
32,167
|
|
|
14,707
|
|
|
666,947
|
|
Financial receivables from FCA Group companies
|
59,108
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,108
|
|
Factoring receivables
|
67,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,349
|
|
Dealer financing
|
65,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,981
|
|
Other
|
3,379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,379
|
|
Current tax receivables
|
1,297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,297
|
|
Other current receivables
|
28,762
|
|
|
1,025
|
|
|
6
|
|
|
700
|
|
|
30,493
|
|
Total
|
1,233,875
|
|
|
471,890
|
|
|
32,173
|
|
|
46,213
|
|
|
1,784,151
|
|
|
At December 31,
|
||||||||||
|
2014
|
|
2013
|
||||||||
|
Positive fair
value |
|
Negative fair
value |
|
Positive fair
value |
|
Negative fair
value |
||||
|
(€ thousand)
|
||||||||||
Cash flow hedge:
|
|
|
|
|
|
|
|
||||
Foreign currency forwards
|
8,004
|
|
|
(100,620
|
)
|
|
73,314
|
|
|
(2,776
|
)
|
Total cash flow hedges
|
8,004
|
|
|
(100,620
|
)
|
|
73,314
|
|
|
(2,776
|
)
|
Other foreign exchange derivatives
|
743
|
|
|
(3,473
|
)
|
|
1,445
|
|
|
(1,709
|
)
|
Current financial assets/(liabilities)
|
8,747
|
|
|
(104,093
|
)
|
|
74,759
|
|
|
(4,485
|
)
|
|
At December 31, 2014
|
||||||||||||||||
|
Fair value due within one year
|
|
Fair value due between one and two years
|
|
Total fair value
|
|
Notional amount due within one year
|
|
Notional amount due between one and two years
|
|
Total notional amount
|
||||||
|
(€ thousand)
|
||||||||||||||||
Currencies:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Dollar
|
(46,896
|
)
|
|
(29,555
|
)
|
|
(76,451
|
)
|
|
513,373
|
|
|
304,934
|
|
|
818,307
|
|
Pound Sterling
|
(7,909
|
)
|
|
(2,177
|
)
|
|
(10,086
|
)
|
|
299,304
|
|
|
51,263
|
|
|
350,567
|
|
Chinese Yuan
|
(8,755
|
)
|
|
(4,126
|
)
|
|
(12,881
|
)
|
|
136,573
|
|
|
38,920
|
|
|
175,493
|
|
Swiss Franc
|
(1,144
|
)
|
|
(406
|
)
|
|
(1,550
|
)
|
|
129,246
|
|
|
32,332
|
|
|
161,578
|
|
Japanese Yen
|
5,962
|
|
|
893
|
|
|
6,855
|
|
|
73,499
|
|
|
35,110
|
|
|
108,609
|
|
Other
(1)
|
(1,073
|
)
|
|
(160
|
)
|
|
(1,233
|
)
|
|
47,012
|
|
|
12,167
|
|
|
59,179
|
|
Total amount
|
(59,815
|
)
|
|
(35,531
|
)
|
|
(95,346
|
)
|
|
1,199,007
|
|
|
474,726
|
|
|
1,673,733
|
|
|
At December 31, 2013
|
||||||||||||||||
|
Fair value due within one year
|
|
Fair value due between one and two years
|
|
Total fair value
|
|
Notional amount due within one year
|
|
Notional amount due between one and two years
|
|
Total notional amount
|
||||||
|
(€ thousand)
|
||||||||||||||||
Currencies:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Dollar
|
28,399
|
|
|
13,715
|
|
|
42,114
|
|
|
453,976
|
|
|
303,466
|
|
|
757,442
|
|
Pound Sterling
|
(1,191
|
)
|
|
(1,252
|
)
|
|
(2,443
|
)
|
|
234,833
|
|
|
53,559
|
|
|
288,392
|
|
Chinese Yuan
|
771
|
|
|
56
|
|
|
827
|
|
|
77,757
|
|
|
63,718
|
|
|
141,475
|
|
Swiss Franc
|
1,382
|
|
|
(207
|
)
|
|
1,175
|
|
|
123,239
|
|
|
44,731
|
|
|
167,970
|
|
Japanese Yen
|
16,223
|
|
|
5,506
|
|
|
21,729
|
|
|
67,128
|
|
|
44,379
|
|
|
111,507
|
|
Other
(1)
|
4,784
|
|
|
2,088
|
|
|
6,872
|
|
|
51,529
|
|
|
21,863
|
|
|
73,392
|
|
Total amount
|
50,368
|
|
|
19,906
|
|
|
70,274
|
|
|
1,008,462
|
|
|
531,716
|
|
|
1,540,178
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ thousand)
|
|||||||
Net revenues
|
20,111
|
|
|
7,636
|
|
|
(43,184
|
)
|
Net financial (expenses)/income
|
(16,788
|
)
|
|
10,982
|
|
|
2,688
|
|
Income tax (expense)/income
|
(1,043
|
)
|
|
(5,846
|
)
|
|
12,716
|
|
Total recognized in the consolidated income statement
|
2,280
|
|
|
12,772
|
|
|
(27,780
|
)
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ thousand)
|
|||||||
Items that will not be reclassified to the consolidated income statement in subsequent periods:
|
|
|
|
|
|
|||
Losses on remeasurement of defined benefit plans
|
(4,739
|
)
|
|
(2,412
|
)
|
|
(1,595
|
)
|
Total items that will not be reclassified to the consolidated income statement in subsequent periods
|
(4,739
|
)
|
|
(2,412
|
)
|
|
(1,595
|
)
|
Items that may be reclassified to the consolidated income statement in subsequent periods:
|
|
|
|
|
|
|||
(Losses)/gains on cash flow hedging instruments arising during the period
|
(145,018
|
)
|
|
73,221
|
|
|
36,290
|
|
(Gains)/losses on cash flow hedging instruments reclassified to the consolidated income statement
|
(3,323
|
)
|
|
(18,618
|
)
|
|
40,496
|
|
(Losses)/gains on cash flow hedging instruments
|
(148,341
|
)
|
|
54,603
|
|
|
76,786
|
|
Exchange differences on translating foreign operations arising during the period
|
27,836
|
|
|
(7,467
|
)
|
|
(5,551
|
)
|
Total items that may be reclassified to the consolidated income statement in subsequent periods
|
(120,505
|
)
|
|
47,136
|
|
|
71,235
|
|
Total other comprehensive (loss)/income
|
(125,244
|
)
|
|
44,724
|
|
|
69,640
|
|
Related tax impact
|
47,649
|
|
|
(15,347
|
)
|
|
(24,111
|
)
|
Total other comprehensive (loss)/income, net of tax
|
(77,595
|
)
|
|
29,377
|
|
|
45,529
|
|
|
For the years ended December 31,
|
|||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||
|
Pre-tax balance
|
|
Tax income/(expense)
|
|
Net balance
|
|
Pre-tax balance
|
|
Tax income/(expense)
|
|
Net balance
|
|
Pre-tax balance
|
|
Tax income/(expense)
|
|
Net balance
|
|||||||||
|
(€ thousand)
|
|||||||||||||||||||||||||
(Losses)/gains on remeasurement of defined benefit plans
|
(4,739
|
)
|
|
1,061
|
|
|
(3,678
|
)
|
|
(2,412
|
)
|
|
1,799
|
|
|
(613
|
)
|
|
(1,595
|
)
|
|
—
|
|
|
(1,595
|
)
|
(Losses)/gains on cash flow hedging instruments
|
(148,341
|
)
|
|
46,588
|
|
|
(101,753
|
)
|
|
54,603
|
|
|
(17,146
|
)
|
|
37,457
|
|
|
76,786
|
|
|
(24,111
|
)
|
|
52,675
|
|
Exchange gains/(losses) on translating foreign operations
|
27,836
|
|
|
—
|
|
|
27,836
|
|
|
(7,467
|
)
|
|
—
|
|
|
(7,467
|
)
|
|
(5,551
|
)
|
|
—
|
|
|
(5,551
|
)
|
Total other comprehensive (loss)/income
|
(125,244
|
)
|
|
47,649
|
|
|
(77,595
|
)
|
|
44,724
|
|
|
(15,347
|
)
|
|
29,377
|
|
|
69,640
|
|
|
(24,111
|
)
|
|
45,529
|
|
|
For the year ended
December 31, 2014
|
||||
|
Group
|
|
NCI
|
||
|
(€ thousand)
|
||||
Transactions with non-controlling interests
|
|
|
|
|
|
FICTS
|
|
|
|
|
|
Capital reduction and change in ownership percentage of FICTS from 59% to 80%
|
3,832
|
|
|
(5,050
|
)
|
Expiration and renegotiation of FICTS constitution and change in operations
|
(5,095
|
)
|
|
59,074
|
|
FFS Inc.
|
|
|
|
|
|
Capital increase
|
—
|
|
|
1,219
|
|
Total change in scope of consolidation
|
(1,263
|
)
|
|
55,243
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
Present value of defined benefit obligations:
|
|
|
|
||
Italian employee severance indemnity (TFR)
|
25,837
|
|
|
24,423
|
|
Pension plans
|
10,492
|
|
|
12,955
|
|
Total present value of defined benefit obligations
|
36,329
|
|
|
37,378
|
|
|
|
|
|
||
Other provisions for employees
|
40,485
|
|
|
28,101
|
|
Total provisions for employee benefits
|
76,814
|
|
|
65,479
|
|
|
Expected benefit payments
|
||||
|
TFR
|
|
Pension plans
|
||
|
(€ thousand)
|
||||
2015
|
1,612
|
|
|
87
|
|
2016
|
1,648
|
|
|
98
|
|
2017
|
1,650
|
|
|
65
|
|
2018
|
1,705
|
|
|
182
|
|
2019
|
1,562
|
|
|
206
|
|
2020-2024
|
9,310
|
|
|
427
|
|
Total
|
17,487
|
|
|
1,065
|
|
|
TFR liability
|
|
Pension plans
|
|
Total
|
|||
|
(€ thousand)
|
|||||||
Amounts at December 31, 2012
|
23,353
|
|
|
11,371
|
|
|
34,724
|
|
|
|
|
|
|
|
|||
Included in the consolidated income statement
|
350
|
|
|
1,266
|
|
|
1,616
|
|
Included in other comprehensive income/loss
|
|
|
|
|
|
|||
Actuarial (gains)/losses from:
|
|
|
|
|
|
|||
- Demographic assumptions
|
(297
|
)
|
|
12
|
|
|
(285
|
)
|
- Financial assumptions
|
1,415
|
|
|
1,422
|
|
|
2,837
|
|
- Other
|
964
|
|
|
(1,104
|
)
|
|
(140
|
)
|
Other
|
|
|
|
|
|
|||
Benefits paid
|
(1,529
|
)
|
|
(24
|
)
|
|
(1,553
|
)
|
Other changes
|
167
|
|
|
12
|
|
|
179
|
|
Amounts at December 31, 2013
|
24,423
|
|
|
12,955
|
|
|
37,378
|
|
|
|
|
|
|
|
|||
Included in the consolidated income statement
|
195
|
|
|
5,319
|
|
|
5,514
|
|
Included in other comprehensive income/loss
|
|
|
|
|
|
|||
Actuarial (gains)/losses from:
|
|
|
|
|
|
|||
- Demographic assumptions
|
(67
|
)
|
|
—
|
|
|
(67
|
)
|
- Financial assumptions
|
2,516
|
|
|
1,380
|
|
|
3,896
|
|
- Other
|
186
|
|
|
724
|
|
|
910
|
|
Other
|
|
|
|
|
|
|||
Benefits paid
|
(1,675
|
)
|
|
(9,830
|
)
|
|
(11,505
|
)
|
Other changes
|
259
|
|
|
(56
|
)
|
|
203
|
|
Amounts at December 31, 2014
|
25,837
|
|
|
10,492
|
|
|
36,329
|
|
|
For the years ended December 31,
|
|||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||
|
TFR
|
|
Pension plans
|
|
Total
|
|
TFR
|
|
Pension plans
|
|
Total
|
|
TFR
|
|
Pension plans
|
|
Total
|
|||||||||
|
(€ thousand)
|
|||||||||||||||||||||||||
Current service cost
|
7
|
|
|
5,120
|
|
|
5,127
|
|
|
18
|
|
|
1,016
|
|
|
1,034
|
|
|
20
|
|
|
1,120
|
|
|
1,140
|
|
Interest expense
|
188
|
|
|
199
|
|
|
387
|
|
|
332
|
|
|
250
|
|
|
582
|
|
|
549
|
|
|
324
|
|
|
873
|
|
Total recognized in the consolidated income statement
|
195
|
|
|
5,319
|
|
|
5,514
|
|
|
350
|
|
|
1,266
|
|
|
1,616
|
|
|
569
|
|
|
1,444
|
|
|
2,013
|
|
|
At
December 31, 2013 |
|
Additional provisions
|
|
Utilization
|
|
Translation differences
|
|
At
December 31, 2014 |
|||||
|
(€ thousand)
|
|||||||||||||
Warranty provision
|
70,849
|
|
|
26,997
|
|
|
(29,900
|
)
|
|
566
|
|
|
68,512
|
|
Legal proceedings and disputes
|
23,347
|
|
|
24,283
|
|
|
(3,086
|
)
|
|
—
|
|
|
44,544
|
|
Other risks
|
9,589
|
|
|
14,994
|
|
|
(3,624
|
)
|
|
759
|
|
|
21,718
|
|
Total provisions
|
103,785
|
|
|
66,274
|
|
|
(36,610
|
)
|
|
1,325
|
|
|
134,774
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ thousand)
|
|||||||
Recorded in the consolidated income statement within:
|
|
|
|
|
|
|||
Cost of sales
|
5,088
|
|
|
2,239
|
|
|
2,458
|
|
Other expenses/(income), net
|
8,589
|
|
|
296
|
|
|
952
|
|
Selling, general and administrative costs
|
1,317
|
|
|
347
|
|
|
93
|
|
|
14,994
|
|
|
2,882
|
|
|
3,503
|
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Due within one year
|
|
Due between
one and
five years
|
|
Due beyond five years
|
|
Total
|
|
Due within one year
|
|
Due between
one and
five years
|
|
Due beyond five years
|
|
Total
|
||||||||
|
(€ thousand)
|
||||||||||||||||||||||
Financial liabilities with FCA Group
|
378,542
|
|
|
—
|
|
|
—
|
|
|
378,542
|
|
|
241,577
|
|
|
—
|
|
|
—
|
|
|
241,577
|
|
Borrowings from banks
|
91,982
|
|
|
16,197
|
|
|
926
|
|
|
109,105
|
|
|
7,325
|
|
|
15,746
|
|
|
2,470
|
|
|
25,541
|
|
Other debt
|
20,796
|
|
|
1,777
|
|
|
—
|
|
|
22,573
|
|
|
47,883
|
|
|
2,086
|
|
|
217
|
|
|
50,186
|
|
Total debt
|
491,320
|
|
|
17,974
|
|
|
926
|
|
|
510,220
|
|
|
296,785
|
|
|
17,832
|
|
|
2,687
|
|
|
317,304
|
|
|
Third party bank
|
|
Principal
|
|
Currency
|
|
Interest rate
|
|
Maturity date
|
||||
|
|
|
2014
|
|
2013
|
|
|
|
|
|
|
||
|
|
|
(€ thousand)
|
|
|
|
|
|
|
||||
Ferrari Financial Services Inc.
|
Sumitomo Bank (UK)
|
|
62,009
|
|
|
—
|
|
|
U.S. Dollar
|
|
LIBOR + 175bps
|
|
July 2015
|
Ferrari Financial Services Japan KK
|
The Chiba Bank Ltd.
|
|
13,771
|
|
|
12,438
|
|
|
Japanese Yen
|
|
TIBOR* + 100bps
|
|
November 2016
|
Ferrari Financial Services Japan KK
|
Shinsei Bank, Limited
|
|
6,886
|
|
|
—
|
|
|
Japanese Yen
|
|
TIBOR* + 90bps
|
|
March 2015
|
Ferrari Financial Services Japan KK
|
Intesa Sanpaolo S.p.A.
|
|
13,771
|
|
|
—
|
|
|
Japanese Yen
|
|
162bps
|
|
January 2015
|
Ferrari S.p.A.
|
Various
|
|
12,668
|
|
|
13,103
|
|
|
Euro
|
|
Various
|
|
From August 2015 to June 2020
|
Total borrowings from banks
|
|
|
109,105
|
|
|
25,541
|
|
|
|
|
|
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ thousand)
|
||||
Deferred income
|
234,536
|
|
|
194,321
|
|
Advances
|
187,222
|
|
|
139,671
|
|
Accrued expenses
|
85,624
|
|
|
31,028
|
|
Security deposits
|
33,117
|
|
|
24,965
|
|
Payables to personnel
|
28,713
|
|
|
20,438
|
|
Social security payables
|
13,251
|
|
|
13,134
|
|
Other
|
87,915
|
|
|
46,768
|
|
Total other liabilities
|
670,378
|
|
|
470,325
|
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Due within one year
|
|
Due between
one and
five years
|
|
Due beyond five years
|
|
Total
|
|
Due within one year
|
|
Due between
one and
five years
|
|
Due beyond five years
|
|
Total
|
||||||||
|
(€ thousand)
|
||||||||||||||||||||||
Total other liabilities (excluding accrued expenses and deferred income)
|
306,630
|
|
|
35,982
|
|
|
7,606
|
|
|
350,218
|
|
|
243,486
|
|
|
1,390
|
|
|
100
|
|
|
244,976
|
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the Group can access at the measurement date.
|
•
|
Level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the assets or liabilities, either directly or indirectly.
|
•
|
Level 3 inputs are unobservable inputs for the assets and liabilities.
|
|
|
|
At December 31, 2014
|
||||||||||
|
Note
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||
|
|
|
(€ thousand)
|
||||||||||
Cash and cash equivalents
|
|
|
134,278
|
|
|
—
|
|
|
—
|
|
|
134,278
|
|
Investments and other financial assets - Delta Top Co option
|
16
|
|
—
|
|
|
—
|
|
|
10,546
|
|
|
10,546
|
|
Current financial assets
|
19
|
|
—
|
|
|
8,747
|
|
|
—
|
|
|
8,747
|
|
Total assets
|
|
|
134,278
|
|
|
8,747
|
|
|
10,546
|
|
|
153,571
|
|
Other financial liabilities
|
19
|
|
—
|
|
|
104,093
|
|
|
—
|
|
|
104,093
|
|
Total liabilities
|
|
|
—
|
|
|
104,093
|
|
|
—
|
|
|
104,093
|
|
|
|
|
At December 31, 2013
|
||||||||||
|
Note
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||
|
|
|
(€ thousand)
|
||||||||||
Cash and cash equivalents
|
|
|
113,786
|
|
|
—
|
|
|
—
|
|
|
113,786
|
|
Current financial assets
|
19
|
|
—
|
|
|
74,759
|
|
|
—
|
|
|
74,759
|
|
Total assets
|
|
|
113,786
|
|
|
74,759
|
|
|
—
|
|
|
188,545
|
|
Other financial liabilities
|
19
|
|
—
|
|
|
4,485
|
|
|
—
|
|
|
4,485
|
|
Total liabilities
|
|
|
—
|
|
|
4,485
|
|
|
—
|
|
|
4,485
|
|
|
Other non- current securities
|
|
Other financial assets/(liabilities)
|
||
|
(€ thousand)
|
||||
At December 31, 2013
|
—
|
|
|
—
|
|
Gains/(losses) recognized in consolidated income statement
|
—
|
|
|
—
|
|
Gains/(losses) recognized in other comprehensive income
|
—
|
|
|
—
|
|
Issues/(settlements)
|
10,546
|
|
|
—
|
|
At December 31, 2014
|
10,546
|
|
|
—
|
|
|
|
|
At December 31,
|
||||||||||
|
|
|
2014
|
|
2013
|
||||||||
|
Note
|
|
Carrying amount
|
|
Fair value
|
|
Carrying amount
|
|
Fair value
|
||||
|
|
|
(€ thousand)
|
||||||||||
Deposits in FCA Group cash management pools
|
18
|
|
942,469
|
|
|
942,469
|
|
|
683,672
|
|
|
683,672
|
|
Receivables from financing activities
|
|
|
1,224,446
|
|
|
1,225,931
|
|
|
862,764
|
|
|
863,407
|
|
Client financing
|
|
|
939,284
|
|
|
940,769
|
|
|
666,947
|
|
|
667,590
|
|
Financial receivables from FCA Group companies
|
18
|
|
161,303
|
|
|
161,303
|
|
|
59,108
|
|
|
59,108
|
|
Factoring receivables
|
18
|
|
89,821
|
|
|
89,821
|
|
|
67,349
|
|
|
67,349
|
|
Dealer financing
|
18
|
|
33,611
|
|
|
33,611
|
|
|
65,981
|
|
|
65,981
|
|
Other
|
18
|
|
427
|
|
|
427
|
|
|
3,379
|
|
|
3,379
|
|
Total
|
|
|
2,166,915
|
|
|
2,168,400
|
|
|
1,546,436
|
|
|
1,547,079
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt
|
23
|
|
510,220
|
|
|
509,355
|
|
|
317,304
|
|
|
315,806
|
|
•
|
the sale of engines and car bodies to Maserati S.p.A. and Officine Maserati Grugliasco S.p.A. (together “Maserati”) which are controlled by the FCA Group;
|
•
|
the purchase of engine components for the use in the production of Maserati engines from FCA US LLC, which is controlled by FCA Group;
|
•
|
the purchase of automotive lighting and automotive components from Magneti Marelli S.p.A., Magneti Marelli Espana S.A. and Automotive Lighting Italia S.p.A. (which form part of “Magneti Marelli”), which is controlled by the FCA Group;
|
•
|
transactions with other FCA Group companies, mainly relating to the services provided by FCA Group companies, including human resources, payroll, tax, customs, procurement of insurance coverage, accounting and treasury services and sponsorship revenues for the display of FCA Group company logos on the Formula 1 cars.
|
•
|
the Group sells a portion of its trade and financial receivables to the FCA Bank Group, which is jointly controlled by FCA Group and a third party, on derecognition of the asset, the difference between the carrying amount and the consideration received or receivable is recognized in cost of sales;
|
•
|
certain Ferrari financing companies obtain financing from FCA Group companies. Debt from FCA Group companies relate to the amounts owed under such facilities at the dates presented. See Note 23;
|
•
|
Ferrari Group companies participate in the FCA group-wide cash management system where the operating cash management, main funding operations and liquidity investment of the Group are centrally coordinated by dedicated treasury companies of the FCA Group. Deposits in FCA Group cash management pools represent the Group’s participation in such pools. Deposits with FCA Group earn EURIBOR +15bps. See Note 18. Following the Separation, these arrangements will be terminated and we will manage our liquidity and treasury function on a standalone basis;
|
•
|
the Group has purchased trade receivables from the FCA Group on a non-recourse basis. The interest earned on such receivables is recorded in net revenues. See Note 18;
|
•
|
the Group has financial receivables with Maserati and Automotive Lighting LLC (“Automotive Lighting”), which will be settled in the ordinary course of business. See Note 18.
|
•
|
the Group incurs rental costs from Iveco Finanziaria S.p.A. related to the rental of trucks used by the Formula 1 racing team;
|
•
|
the Group earns sponsorship revenue from Iveco S.p.A.
|
•
|
the purchase of leather goods from Poltrona Frau S.p.A. (“Poltrona Frau”). The former Chairman had significant influence over Poltrona Frau until March 25, 2014 when he sold his interest;
|
•
|
the purchase of components for Formula 1 racing cars from COXA S.p.A., controlled by Piero Ferrari; and
|
•
|
consultancy services provided by HPE S.r.l., controlled by Piero Ferrari.
|
|
For the years ended December 31,
|
|||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||
|
Net revenues
|
|
Costs
(1)
|
|
Net financial income/(expenses)
|
|
Net revenues
|
|
Costs
(1)
|
|
Net financial income/(expenses)
|
|
Net revenues
|
|
Costs
(1)
|
|
Net financial income/(expenses)
|
|||||||||
|
(€ thousand)
|
|||||||||||||||||||||||||
FCA Group companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Maserati
|
259,143
|
|
|
31,381
|
|
|
1,274
|
|
|
194,760
|
|
|
38,254
|
|
|
—
|
|
|
78,405
|
|
|
18,136
|
|
|
—
|
|
FCA US LLC
|
1,110
|
|
|
33,898
|
|
|
—
|
|
|
—
|
|
|
14,997
|
|
|
—
|
|
|
—
|
|
|
1,143
|
|
|
—
|
|
Magneti Marelli
|
1,190
|
|
|
24,233
|
|
|
—
|
|
|
970
|
|
|
20,666
|
|
|
—
|
|
|
801
|
|
|
22,391
|
|
|
—
|
|
Other FCA Group companies
|
5,198
|
|
|
38,706
|
|
|
2,793
|
|
|
11,789
|
|
|
19,069
|
|
|
(53
|
)
|
|
6,917
|
|
|
19,964
|
|
|
(4,142
|
)
|
Total FCA Group companies
|
266,641
|
|
|
128,218
|
|
|
4,067
|
|
|
207,519
|
|
|
92,986
|
|
|
(53
|
)
|
|
86,123
|
|
|
61,634
|
|
|
(4,142
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exor Group companies (excluding the FCA Group)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exor Group companies
|
279
|
|
|
404
|
|
|
—
|
|
|
281
|
|
|
387
|
|
|
—
|
|
|
282
|
|
|
402
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Other related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Poltrona Frau
|
98
|
|
|
20,115
|
|
|
—
|
|
|
177
|
|
|
22,073
|
|
|
—
|
|
|
190
|
|
|
21,427
|
|
|
—
|
|
COXA S.p.A.
|
279
|
|
|
8,774
|
|
|
—
|
|
|
1
|
|
|
5,732
|
|
|
—
|
|
|
16
|
|
|
4,674
|
|
|
—
|
|
HPE S.r.l.
|
—
|
|
|
3,461
|
|
|
—
|
|
|
—
|
|
|
3,175
|
|
|
—
|
|
|
—
|
|
|
2,634
|
|
|
—
|
|
Other related parties
|
—
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
543
|
|
|
—
|
|
|
2
|
|
|
1,082
|
|
|
—
|
|
Total other related parties
|
377
|
|
|
32,470
|
|
|
—
|
|
|
178
|
|
|
31,523
|
|
|
—
|
|
|
208
|
|
|
29,817
|
|
|
—
|
|
Total transactions with related parties
|
267,297
|
|
|
161,092
|
|
|
4,067
|
|
|
207,978
|
|
|
124,896
|
|
|
(53
|
)
|
|
86,613
|
|
|
91,853
|
|
|
(4,142
|
)
|
Total for the Group
|
2,762,360
|
|
|
1,805,979
|
|
|
8,765
|
|
|
2,335,270
|
|
|
1,494,523
|
|
|
2,851
|
|
|
2,225,207
|
|
|
1,441,720
|
|
|
(898
|
)
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Trade receivables
|
|
Trade payables
|
|
Other current assets
|
|
Other liabilities
|
|
Trade receivables
|
|
Trade payables
|
|
Other current assets
|
|
Other liabilities
|
||||||||
|
(€ thousand)
|
||||||||||||||||||||||
FCA Group companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Maserati
|
68,224
|
|
|
5,368
|
|
|
—
|
|
|
50,736
|
|
|
104,334
|
|
|
5,002
|
|
|
—
|
|
|
87,510
|
|
FCA US LLC
|
1,062
|
|
|
8,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,069
|
|
|
—
|
|
|
—
|
|
Magneti Marelli
|
516
|
|
|
6,239
|
|
|
—
|
|
|
—
|
|
|
628
|
|
|
6,286
|
|
|
—
|
|
|
—
|
|
Other FCA Group companies
|
172
|
|
|
2,766
|
|
|
2,181
|
|
|
105
|
|
|
186
|
|
|
2,302
|
|
|
48
|
|
|
—
|
|
Total FCA Group companies
|
69,974
|
|
|
22,623
|
|
|
2,181
|
|
|
50,841
|
|
|
105,148
|
|
|
21,659
|
|
|
48
|
|
|
87,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exor Group companies (excluding the FCA Group)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exor Group companies
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Poltrona Frau
|
1,763
|
|
|
8,564
|
|
|
—
|
|
|
—
|
|
|
1,665
|
|
|
6,293
|
|
|
—
|
|
|
—
|
|
COXA S.p.A.
|
308
|
|
|
1,448
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
1,173
|
|
|
—
|
|
|
—
|
|
HPE S.r.l.
|
—
|
|
|
686
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
557
|
|
|
—
|
|
|
—
|
|
Other related parties
|
1,647
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|
1,647
|
|
|
29
|
|
|
—
|
|
|
—
|
|
Total other related parties
|
3,718
|
|
|
10,949
|
|
|
—
|
|
|
—
|
|
|
3,342
|
|
|
8,052
|
|
|
—
|
|
|
—
|
|
Total transactions with related parties
|
73,692
|
|
|
33,600
|
|
|
2,181
|
|
|
50,841
|
|
|
108,490
|
|
|
29,772
|
|
|
48
|
|
|
87,510
|
|
Total for the Group
|
183,642
|
|
|
535,707
|
|
|
52,052
|
|
|
670,378
|
|
|
205,925
|
|
|
485,948
|
|
|
39,163
|
|
|
470,325
|
|
|
At December 31,
|
||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||
|
Deposits in FCA Group cash management pools
|
|
Receivables from financing activities
|
|
Debt
|
|
Deposits in FCA Group cash management pools
|
|
Receivables from financing activities
|
|
Debt
|
||||||
|
(€ thousand)
|
||||||||||||||||
FCA Group finance companies
|
942,469
|
|
|
—
|
|
|
378,542
|
|
|
683,672
|
|
|
—
|
|
|
241,577
|
|
Maserati
|
—
|
|
|
147,071
|
|
|
—
|
|
|
—
|
|
|
55,515
|
|
|
—
|
|
Automotive Lighting LLC
|
—
|
|
|
14,232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Fiat Powertrain Technologies (Shanghai) R&D Co. Ltd.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,593
|
|
|
—
|
|
Total transactions with related parties
|
942,469
|
|
|
161,303
|
|
|
378,542
|
|
|
683,672
|
|
|
59,108
|
|
|
241,577
|
|
Total for the Group
|
942,469
|
|
|
1,224,446
|
|
|
510,220
|
|
|
683,672
|
|
|
862,764
|
|
|
317,304
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ thousand)
|
|||||||
Directors
|
20,676
|
|
|
8,198
|
|
|
9,217
|
|
Statutory auditors
|
164
|
|
|
139
|
|
|
139
|
|
Total emoluments
|
20,840
|
|
|
8,337
|
|
|
9,356
|
|
•
|
an amount of
€4,132 thousand
in
2014
(
€7,566 thousand
in
2013
and
€7,781 thousand
in
2012
) for salary;
|
•
|
an amount of
€15,027 thousand
in 2014 for compensation costs related to the resignation of the former Chairman of the Group. At December 31, 2014, the total payable to the former Chairman amounted to
€22,083 thousand
, and included the amount due for the post employment benefit plan; and
|
•
|
an amount of €
1,517 thousand
in
2014
(€
632 thousand
in
2013
and €
1,436 thousand
in
2012
) as the Group’s contribution to defined benefit obligations and long-term bonus plans.
|
|
At December 31, 2014
|
|||||||||||||
|
Due within one year
|
|
Due between one and three years
|
|
Due between three and five years
|
|
Due beyond five years
|
|
Total
|
|||||
|
(€ thousand)
|
|||||||||||||
Minimum purchase obligations
|
56,261
|
|
|
40,500
|
|
|
7,434
|
|
|
5,953
|
|
|
110,148
|
|
|
At December 31, 2014
|
|||||||||||||
|
Due within one year
|
|
Due between one and three years
|
|
Due between three and five years
|
|
Due beyond five years
|
|
Total
|
|||||
|
(€ thousand)
|
|||||||||||||
Future minimum lease payments under operating lease agreements
|
9,181
|
|
|
12,848
|
|
|
3,149
|
|
|
486
|
|
|
25,664
|
|
•
|
credit risk, arising both from its normal commercial relations with final clients and dealers, and its financing activities;
|
•
|
liquidity risk, with particular reference to the availability of funds and access to the credit market, should the Group require, and to financial instruments in general;
|
•
|
financial market risk (principally relating to foreign currency exchange rates, and to a much lesser extent, interest rates), as the Group operates internationally in different currencies.
|
•
|
where a Group company incurs costs in a currency different from that of its revenues, any change in foreign currency exchange rates can affect the operating results of that company. In 2014, the total trade flows exposed to foreign currency exchange rate risk amounted to the equivalent of 44 percent of the Group’s turnover (45 percent in 2013).
|
•
|
The main foreign currency exchange rate to which the Group is exposed is the Euro/U.S. Dollar for sales in U.S. Dollar in the United States, Canada and Mexico and other markets where the U.S. Dollar is the reference currency. In 2014, the value of commercial activity exposed to changes in the Euro/U.S. Dollar exchange rate accounted for about 63 percent (63 percent in 2013) of the total currency risk from commercial activity. Other significant exposures included the exchange rate between the Euro and the following currencies: Swiss Franc, Pound Sterling, Australian Dollar, Japanese Yen, Chinese Yuan and Hong Kong Dollar. None of these exposures, taken individually, exceeded 10 percent of the Group’s total foreign currency exchange rate exposure for commercial activity in 2014, with the exception of the Pound Sterling, which represented approximately 12 percent (13 percent in 2013). It is the Group’s policy to use derivative financial instruments to hedge a certain percentage of the exposure, on average between 50 percent and 90 percent. Until 2014, some exposures were covered over a 24-month rolling period, and since 2015 such timeframe has been reduced to 12 months for all currencies. For firm commitments, the policy is to fully hedge the exposure.
|
•
|
Several subsidiaries are located in countries that are outside the Eurozone, in particular the United States, the United Kingdom, Switzerland, China, Hong Kong, Japan, Australia and Singapore. As the Group’s reporting currency is the Euro, the income statements of those companies are converted into Euro using the average exchange rate for the period and, even if revenues and margins are unchanged in local currency, changes in exchange rates can impact the amount of revenues, costs and profit as restated in Euro.
|
•
|
The amount of assets and liabilities of consolidated companies that report in a currency other than the Euro may vary from period to period as a result of changes in exchange rates. The effects of these changes are recognized directly in equity as a component of other comprehensive income/(loss) under gains/(losses) from currency translation differences.
|
(1)
|
Includes United States, Canada, Mexico and the rest of Central and South America
|
(2)
|
Includes mainland China, Hong Kong and Taiwan
|
(3)
|
Mainly relates to Japan and Australia
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Property, plant and equipment
|
|
Investment properties
|
|
Goodwill
|
|
Intangible assets
|
|
Property, plant and equipment
|
|
Investment properties
|
|
Goodwill
|
|
Intangible assets
|
||||||||
|
(€ thousand)
|
||||||||||||||||||||||
Italy
|
576,388
|
|
|
35,565
|
|
|
787,178
|
|
|
260,990
|
|
|
559,007
|
|
|
36,640
|
|
|
787,178
|
|
|
238,324
|
|
Other EMEA
|
3,194
|
|
|
—
|
|
|
—
|
|
|
2,205
|
|
|
3,373
|
|
|
—
|
|
|
—
|
|
|
2,288
|
|
Americas
(1)
|
3,696
|
|
|
—
|
|
|
—
|
|
|
1,035
|
|
|
3,366
|
|
|
—
|
|
|
—
|
|
|
657
|
|
Greater China
(2)
|
711
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1,589
|
|
|
—
|
|
|
—
|
|
|
229
|
|
Rest of APAC
(3)
|
1,196
|
|
|
—
|
|
|
—
|
|
|
1,031
|
|
|
479
|
|
|
—
|
|
|
—
|
|
|
669
|
|
Total
|
585,185
|
|
|
35,565
|
|
|
787,178
|
|
|
265,262
|
|
|
567,814
|
|
|
36,640
|
|
|
787,178
|
|
|
242,167
|
|
|
|
1.1
|
Form of Underwriting Agreement
|
3.1
|
English translation of the Deed of Incorporation of Ferrari N.V.
|
3.2
|
English translation of the Articles of Association of Ferrari N.V.
|
5.1
|
Form of opinion of Loyens & Loeff N.V. as to the legality of the common shares being registered
|
8.1
|
Opinion of Loyens & Loeff N.V. as to Dutch taxation
|
8.2
|
Opinion of Sullivan & Cromwell LLP as to U.S. taxation
|
8.3
|
Opinion of Maisto e Associati as to Italian taxation
|
11.1
|
Statement regarding computation of per share earnings (incorporated by reference to Note 12 of the New Business Netherlands N.V. Consolidated Financial Statements included in the prospectus that forms a part of this Registration Statement)
|
21.1
|
Subsidiaries*
|
23.1
|
Consent of Reconta Ernst & Young S.p.A.
|
23.2
|
Consents of Loyens & Loeff N.V. (included in Exhibits 5.1 and 8.1)
|
23.3
|
Consent of Sullivan & Cromwell LLP (included in Exhibit 8.2)
|
23.4
|
Consent of Maisto e Associati (included in Exhibit 8.3)
|
99.1
|
Ferrari N.V. Terms and Conditions of the Special Voting Shares
|
99.2
|
Proposal relating to the demerger from Fiat Chrysler Automobiles N.V to FE Interim B.V.
|
99.3
|
Proposal relating to the demerger from FE Interim B.V. to FE New N.V.
|
99.4
|
Proposal relating to the merger between FE New N.V. and New Business Netherlands N.V.
|
(1)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable, In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
(2)
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
(3)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(4)
|
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
|
|
N
EW
B
USINESS
N
ETHERLANDS
N.V.
|
|
|
|
|
|
By:
|
/s/ Alessandro Gili
|
|
|
|
|
|
|
|
Name: Alessandro Gili
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ Sergio Marchionne
|
|
Director and Chairman of the Board
|
Sergio Marchionne
|
|
|
|
|
|
*
|
|
Principal Executive Officer
|
Amedeo Felisa
|
|
|
|
|
|
/s/ Alessandro Gili
|
|
Director, Principal Financial Officer and Principal Accounting Officer
|
Alessandro Gili
|
|
|
|
|
|
/s/ Richard K. Palmer
|
|
Director
|
Richard K. Palmer
|
|
|
|
|
|
|
|
|
*
|
|
Authorized Representative in the United States
|
David Gubbini
|
|
|
|
|
|
*By:
|
/s/ Alessandro Gili
|
|
|
|
Alessandro Gili, Attorney in fact
|
|
|
1.1
|
Form of Underwriting Agreement
|
3.1
|
English translation of the Deed of Incorporation of Ferrari N.V.
|
3.2
|
English translation of the Articles of Association of Ferrari N.V.
|
5.1
|
Form of opinion of Loyens & Loeff N.V. as to the legality of the common shares being registered
|
8.1
|
Opinion of Loyens & Loeff N.V. as to Dutch taxation
|
8.2
|
Opinion of Sullivan & Cromwell LLP as to U.S. taxation
|
8.3
|
Opinion of Maisto e Associati as to Italian taxation
|
11.1
|
Statement regarding computation of per share earnings (incorporated by reference to Note 12 of the New Business Netherlands N.V. Consolidated Financial Statements included in the prospectus that forms a part of this Registration Statement)
|
21.1
|
Subsidiaries*
|
23.1
|
Consent of Reconta Ernst & Young S.p.A.
|
23.2
|
Consents of Loyens & Loeff N.V. (included in Exhibits 5.1 and 8.1)
|
23.3
|
Consent of Sullivan & Cromwell LLP (included in Exhibit 8.2)
|
23.4
|
Consent of Maisto e Associati (included in Exhibit 8.3)
|
99.1
|
Ferrari N.V. Terms and Conditions of the Special Voting Shares
|
99.2
|
Proposal relating to the demerger from Fiat Chrysler Automobiles N.V. to FE Interim B.V.
|
99.3
|
Proposal relating to the demerger from FE Interim B.V. to FE New N.V.
|
99.4
|
Proposal relating to the merger between FE New N.V. and New Business Netherlands N.V.
|
Underwriter
|
Number of Shares
|
UBS Securities LLC
|
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
|
|
Allen & Company LLC
|
|
Banco Santander, S.A.
|
|
BNP Paribas Securities Corp
|
|
J.P. Morgan Securities LLC.
|
|
Mediobanca – Banca di Credito Finanziario S.p.A.
|
|
Total
|
[●]
|
Merrill Lynch, Pierce, Fenner & Smith
|
Incorporated
|
a.
|
General Meeting: the body of the company formed by shareholders and other persons entitled to vote;
|
b.
|
General Meeting of Shareholders: the meeting of shareholders and other persons entitled to attend the general meetings of shareholders;
|
c.
|
Accountant: a “register-accountant” or other accountant referred to in Section 2:393, of the Dutch Civil Code, as well as an organisation within which such accountants practice;
|
d.
|
Distributable part of the net assets: that part of the company's net assets which exceeds the aggregate of the issued capital and the reserves which must be maintained by virtue of the law;
|
e.
|
Annual Accounts: the balance sheet and the profit and loss account with the explanatory notes;
|
f.
|
Annual Meeting: the General Meeting of Shareholders held for the purpose of the discussion and adoption of the Annual Accounts; and
|
g.
|
Management Board: the body of the company referred to in article 13.
|
1.
|
The name of the company is:
New Business Netherlands N.V.
|
2.
|
The official seat of the company is in Amsterdam.
|
a.
|
to incorporate, to participate in any way whatsoever, to manage, to supervise businesses and companies and to act as holding company;
|
b.
|
to finance companies and businesses;
|
c.
|
to render advice and services to businesses and companies with which the company forms a group and to third parties;
|
d.
|
to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities as well as to enter into agreements related thereto;
|
e.
|
to render guarantees, to bind the company and to pledge its assets for obligations of the companies and businesses with which it forms a group and in favour of third parties;
|
f.
|
to obtain, manage, exploit and alienate registered property and items of property in general;
|
g.
|
to trade and invest in currencies, securities and items of property in general;
|
h.
|
to develop and to trade in patents, trade marks, licenses, know-how and other industrial property rights;
|
i.
|
to perform any and all activity of industrial, financial or commercial nature,
|
1.
|
The authorised capital amounts to two hundred thousand euro (€ 200,000).
|
2.
|
The authorised capital is divided into twenty million (20,000,000) shares with a nominal value of one eurocent (€ 0.01) each, numbered 1 up to and including 20,000,000.
|
3.
|
All shares are to be registered shares. No share certificates shall be issued.
|
1.
|
The Management Board shall keep a register in which the names and addresses of all holders of registered shares are recorded, showing the date on which they acquired the shares, the date of the acknowledgement or notification as well as the amount paid on each share.
|
2.
|
The names and addresses of those with a right of usufruct (“life interest”) or a pledge on the shares shall also be entered in the register, stating the date on which they acquired the right and the date of acknowledgement or notification.
|
3.
|
Each shareholder, each beneficiary of a life interest and each pledgee is required to give written notice of his address to the company.
|
4.
|
The register shall be kept accurate and up to date. All entries and notes in the register shall be signed by a member of the Management Board.
|
5.
|
On application by a shareholder, a beneficiary of a life interest or a pledgee, the Management Board shall furnish an extract from the register, free of charge, showing its rights in a share.
|
6.
|
The Management Board shall make the register available at the company's office for inspection by the shareholders.
|
1.
|
The issuance of shares may only be effected pursuant to a resolution of the General Meeting or of another corporate body designated in this respect by resolution of the General Meeting for a fixed period not exceeding five years.
|
2.
|
The issuance of a share shall furthermore require a deed drawn up for that purpose in the presence of a civil law notary registered in the Netherlands to which those involved are party.
|
1.
|
A resolution to issue shares shall stipulate the price and further conditions of issuance.
|
2.
|
Upon issuance of shares, each shareholder shall have a right of pre-emption in proportion to the aggregate nominal amount of his shares, in accordance with and subject to the limitations set out in Section 2:96a of the Civil Code.
|
3.
|
Prior to each issuance, the right of pre-emption may be limited or excluded by a resolution of the General Meeting or by a resolution of the corporate body designated pursuant to article 6, paragraph 1, if, by a resolution of the General Meeting the said corporate body was designated and authorised for a fixed period, not exceeding five years, to limit or to exclude such pre-emption right. A resolution to limit or exclude a pre-emption right requires at least two-thirds of the votes cast if less than half of the issued capital is represented at the meeting.
|
4.
|
Within eight days after the resolution to issue shares or to designate another corporate body has been adopted, the Management Board shall deposit the full text thereof at the trade register of the Chamber of Commerce and Industries in which territory the company is registered.
|
5.
|
Within eight days upon the end of a calendar quarter, the Management Board shall report any issuance of shares during the previous quarter to the trade register of the Chamber of Commerce and Industries, in which territory the company is registered.
|
6.
|
Shareholders shall have a right of pre-emption if rights to subscribe for shares are granted by the company; the preceding paragraphs shall apply mutatis mutandis. Shareholders shall have no pre-emption right in respect of shares issued to a person who exercises a previously acquired right to subscribe for shares.
|
1.
|
On the issuance of each share, the full nominal amount must be paid up.
|
2.
|
Payment for shares must be made in cash in so far as no other form of payment has been agreed. Payment in foreign currency can only take place with the approval of the company.
|
3.
|
The company may not provide collateral, guarantee the price, otherwise act as surety or bind itself jointly and severally with or for third parties, for the purpose of the subscription or the acquisition by third parties of shares in its own capital or of depository receipts issued thereof.
|
4.
|
The company may only provide loans for the purpose of the subscription or the acquisition by third parties of shares in its own capital or of depository receipts issued thereof if made in accordance with and subject to Section 2:98c of the Civil Code.
|
5.
|
Paragraphs 3 and 4 shall not apply if shares are subscribed or acquired by or for employees of the company or of a group company as referred to in Section 2:24b of the Civil Code.
|
1.
|
When issuing shares, the company shall not be entitled to subscribe for its own shares.
|
2.
|
The company may, in accordance with the relevant provisions of the law, acquire fully paid in shares in its own capital or depository receipts thereof.
|
3.
|
The disposal of shares or depository receipts thereof held by the company shall be effected pursuant to a resolution of the General Meeting. Such resolution shall also stipulate the conditions of the disposal. The disposal of shares held by the company shall be effected with due observance of the provisions of the blocking clause.
|
4.
|
No voting rights may be exercised in the General Meeting of Shareholders for any share held by the company or any of its subsidiaries, nor in respect of any share of which the company or any of its subsidiaries holds depository receipts.
|
1.
|
The General Meeting may resolve to reduce the issued share capital, in accordance with the relevant provisions of the law, either by cancelling shares held by the company or by reducing the nominal value of shares in its own capital by an amendment to the articles of association.
|
2.
|
The notice to the General Meeting of Shareholders at which a resolution referred to in this article is proposed, shall state the purpose of the capital reduction and the manner in which it is to be achieved.
|
1.
|
The transfer of a registered share or the transfer of a right in rem thereon shall require a deed drawn up for that purpose in the presence of a civil law notary officiating in the Netherlands to which those involved are party.
|
2.
|
Unless the company itself is party to the legal act, the rights attached to the share can only be exercised after the company has acknowledged the legal act or the deed has been served on it in accordance with the relevant provisions of the law.
|
3.
|
On the creation of a life interest or a pledge in respect of a share, the voting rights cannot accrue to the beneficiary of the life interest, nor to the pledgee.
|
4.
|
The pledgee and the beneficiairy of a life interest shall not have the rights which by virtue of the law accrue to the holders of depositary receipts issued with the company's cooperation.
|
5.
|
The company cannot lend its cooperation to the issuance of depository receipts.
|
1.
|
A transfer of shares in the company may only be effected with due observance of paragraphs 2 through 7 inclusive of this article.
|
2.
|
A shareholder who wishes to transfer one or more shares shall require the approval of the General Meeting.
|
3.
|
If the General Meeting has granted the approval, the transfer must be effected within three months thereafter.
|
4.
|
The approval shall be deemed to have been granted if the General Meeting, simultaneously with the refusal to grant its approval, does not provide the requesting shareholder with the names of one or more prospective purchasers who are prepared to purchase all the shares referred to in the request for approval, against payment in cash, against the purchase price determined in accordance with paragraph 5 of this article. The company itself holding shares in its own capital may only be designated as prospective purchaser with the approval of the requesting shareholder.
The approval shall likewise be deemed granted if the General Meeting has not made a decision in respect of the request for approval within six weeks upon receipt of such request. |
5.
|
The requesting shareholder and the prospective purchaser accepted by him shall determine the purchase price referred to in paragraph 4 of this article by mutual agreement. Failing agreement, the purchase price shall be determined by an independent expert, to be designated by mutual consent between the prospective purchaser and the requesting shareholder.
|
6.
|
Should the requesting shareholder and the prospective purchaser fail to reach agreement on the designation of the independent expert, such designation shall be made by the President of the Chamber of Commerce and Industries within the district in which the company is registered.
|
7.
|
Once the purchase price of the shares has been determined by the independent expert, the requesting shareholder shall be free, during a period of one month after such determination of the purchase price, to decide whether or not he will transfer his shares to the designated prospective purchaser.
|
1.
|
The management of the company shall be constituted by a Management Board consisting of one or more members.
|
2.
|
The General Meeting shall appoint the members of the Management Board.
|
1.
|
Any member of the Management Board may at any time be suspended or dismissed by the General Meeting.
|
2.
|
A suspension may be extended one or more times, but may not last longer than three months in the aggregate. If at the end of that period no decision has been taken on the termination of the suspension, or on dismissal, the suspension shall cease.
|
1.
|
The company shall have a remuneration policy with regard to the remuneration of the Management Board. The General Meeting shall adopt the remuneration policy. The remuneration policy shall at least entail the subjects as described in Section 2:383c up to and including e of the Civil Code, to the extent these relate to the Management Board.
|
2.
|
The remuneration and further conditions of employment for each member of the Management Board shall, subject to the remuneration policy, be determined by the General Meeting.
|
1.
|
Subject to the restrictions imposed by the articles of association, the Management Board shall be entrusted with the management of the company.
|
2.
|
The Management Board may lay down rules regarding its own decision making process. The rules shall require the approval of the General Meeting.
|
3.
|
The Management Board shall adopt resolutions with a simple majority of votes.
|
4.
|
The Management Board may determine the duties with which each member of the Management Board shall be charged in particular.
The allocation of duties shall require the approval of the General Meeting.
|
5.
|
A member of the Management Board may be represented by a co-member of the Management Board authorised in writing. The expression: "in writing" shall include any message transmitted by current means of (electronic) communication and received in writing (or electronically reflected). A
|
6.
|
Meetings of the Management Board can take place by way of the contemporaneous linking together by telephone conference or audio – visual communication facilities of members of the Management Board, wherever in the world they are, and such a meeting shall be deemed to constitute a meeting of the Management Board for the duration of the connection.
|
7.
|
Resolutions of the Management Board may also be adopted in writing without recourse to a Management Board meeting, provided they are adopted by unanimous vote of all members of the Management Board. The second sentence of paragraph 5 shall apply accordingly.
|
8.
|
Each director is obliged to inform the board of directors of any conflict of interest between such director and the company without delay. A director shall not participate in any deliberations or decision-making process of the board of directors, if such director has a direct or indirect personal interest which conflicts with the interest of the company or its business. In such case the other non-conflicted directors shall pass the resolution. If all directors are conflicted as referred to above, then the general meeting shall pass the resolution.
|
1.
|
The Management Board shall be authorised to represent the company.
|
2.
|
The Management Board may appoint staff members with general or limited power to represent the company (
procuratiehouders
). Each of these staff members shall be able to represent the company with due observance of any restrictions imposed on him. The Management Board shall determine their titles.
|
1.
|
The General Meeting is entitled to require resolutions of the Management Board to be subject to its approval. These resolutions shall be clearly specified and notified to the Management Board in writing.
|
2.
|
The lack of approval referred to in this article does not affect the authority of the Management Board or its members to represent the company.
|
1.
|
The financial year of the company shall be the calendar year.
|
2.
|
Annually, not later than five months after the end of the financial year, unless by reason of special circumstances this term is extended by the General Meeting by not more than six months, the Management Board shall draw up the Annual Accounts.
|
3.
|
The Management Board shall file the Annual Accounts for inspection by the shareholders at the office of the company within the period referred to in paragraph 2. Within this period the Management Board shall also file the annual report for inspection by the shareholders.
|
4.
|
The Annual Accounts shall be signed by all members of the Management Board; if the signature of one or more of them is lacking, this shall be stated and reasons therefore shall be given.
|
5.
|
The company may and if the law so requires shall appoint an Accountant to audit the Annual Accounts.
|
1.
|
The company shall ensure that the Annual Accounts, the annual report and the information to be added by virtue of the law are held at its office as from the day on which the Annual Meeting is convened. Shareholders may inspect the documents at that place and obtain a copy thereof, free of charge.
|
2.
|
The General Meeting shall adopt the Annual Accounts.
|
3.
|
The provisions of these articles of association regarding the annual report and the information to be added by virtue of the law shall not apply if Section 2:403 of the Civil Code applies to the company. The provisions of
|
1.
|
The allocation of profits earned in a financial year shall be determined by the General Meeting.
|
2.
|
Distributions can only take place up to the amount of the Distributable part of the net assets.
|
3.
|
Distribution of profits shall take place upon adoption of the Annual Accounts from which it appears that such is allowed.
|
4.
|
The General Meeting may resolve to make distributions on account of the profits of the current financial year, provided that the aggregate amount of such distributions will not exceed the amount of the Distributable part of the net assets, which has to be evidenced by an interim balance sheet within the meaning of and in accordance with Section 2:105 of the Civil Code.
|
5.
|
The General Meeting may, subject to due observance of paragraphs 2 and 4, at any time resolve to make distributions on account of any reserve.
|
6.
|
A claim of a shareholder for payment of a dividend shall be barred after five years have elapsed.
|
1.
|
The Annual Meeting shall be held annually, and no later than six months after the end of the financial year.
|
2.
|
The agenda for that meeting shall contain in any way the following items for discussion:
|
a.
|
the annual report;
|
b.
|
adoption of the Annual Accounts;
|
c.
|
appropriation of accrued profits;
|
d.
|
granting of discharge to members of the Management Board for their management during the financial year concerned.
|
3.
|
Shareholders representing at least one hundredth of the issued share capital may request the company in writing to put an item on the agenda, unless this would violate an important interest of the company. The request must have been received by the company not later than on the sixtieth day prior to that of the meeting.
|
1.
|
Other General Meetings of Shareholders shall be held as often as the Management Board deems such necessary.
|
2.
|
Shareholders representing in the aggregate at least one tenth of the issued capital may request the Management Board to convene a General Meeting of Shareholders, stating the subjects to be discussed. If the Management Board has not convened a meeting within four weeks in such a manner that the meeting can be held within six weeks after the request, the persons who made the request shall be authorised to convene a meeting themselves.
|
1.
|
General Meetings of Shareholders shall be convened by the Management Board.
|
2.
|
The convocation shall take place no later than on the fifteenth day prior to the date of the meeting.
|
3.
|
The notice of convocation shall specify the subjects to be discussed. Subjects which were not specified in the notice of convocation may be announced at a later date, provided with due observance of the provisions of this article.
|
4.
|
The convocation of the General Meeting shall take place in accordance with article 33 of these articles of association.
|
1.
|
Minutes shall be kept of the proceedings at every General Meeting of Shareholders by a secretary to be designated by the chairman. The minutes
|
2.
|
The chairman or the person who has convened the meeting may determine that notarial minutes shall be drawn up of the proceedings of the meeting. The notarial minutes shall be co-signed by the chairman.
|
3.
|
The Management Board keeps a record of the resolutions made. If the Management Board is not represented at the meeting, the chairman of the meeting shall provide the Management Board with a transcript of the resolutions made as soon as possible after the meeting. The records shall be deposited at the offices of the company for inspection by the shareholders.
|
1.
|
Each shareholder shall be entitled to attend the General Meeting of Shareholders, to address the meeting and to exercise his voting rights.
|
2.
|
Each share confers the right to cast one vote.
|
3.
|
Each person entitled to vote, or his proxy, shall sign the attendance list.
|
4.
|
The right to take part in the meeting in accordance with paragraph 1 of this article may be exercised by a proxy authorised in writing. The provision of article 16 paragraph 5, second sentence, shall apply accordingly.
|
5.
|
The members of the Management Board shall, as such, have the right to give advice in the General Meeting of Shareholders.
|
6.
|
The chairman of the General Meeting shall decide on the admittance of persons other than those mentioned above in this article.
|
1.
|
To the extent that these articles of association or Dutch law do not require a qualified majority, all shareholders resolutions shall be adopted by a simple majority of the votes cast.
|
2.
|
If in an election of persons a majority is not obtained, a second vote shall be taken. If votes in such second vote are equal in an election between two persons, it shall be decided by lot who is elected.
|
3.
|
If there is a tie of votes in a vote other than a vote for the election of persons, the proposal is thus rejected.
|
4.
|
All votes may be cast orally. If it concerns an election of persons, a person present at the meeting and entitled to vote can demand a vote by a secret ballot. Voting by secret ballot shall take place by means of secret, unsigned ballot papers.
|
5.
|
Abstentions and invalid votes shall not be counted as votes.
|
6.
|
Voting by acclamation shall be possible if none of the persons present and entitled to vote objects against it.
|
7.
|
The chairman's decision at the General Meeting of Shareholders on the result of a vote shall be final and binding. The same shall apply to the contents of an adopted resolution insofar as the same arises out of an unwritten proposal. If, however, the correctness of that decision is challenged immediately after its pronouncement, a new vote shall be taken if either the majority of the persons present and entitled to vote, or, if the original vote was not taken by roll call or in writing, any person present and entitled to vote, so desires. As a result of the new vote, the original vote shall have no legal consequences.
|
1.
|
Resolutions of shareholders may also be adopted in writing without recourse to a General Meeting of Shareholders, provided they are adopted by unanimous vote representing the entire issued capital.
|
2.
|
The provision of article 30 paragraph 5 shall apply correspondingly to the adoption of resolutions outside a meeting as referred to in paragraph 1.
|
3.
|
The Management Board shall keep a record of the resolutions thus made. Each of the shareholders shall procure that the Management Board is informed in writing of the resolutions made in accordance with paragraph 1 as soon as possible. The records shall be deposited at the offices of the company for inspection by the shareholders. Upon request each of them shall be provided with a copy or an extract of such record at not more than the actual costs.
|
1.
|
In the event of dissolution of the company by virtue of a resolution of the General Meeting the members of the Management Board shall be charged with the liquidation of the business of the company.
|
2.
|
During liquidation, the provisions of these articles of association shall remain in force as far as possible.
|
3.
|
The balance of the company remaining after payment of debts shall be transferred to the shareholders in proportion to the aggregate nominal amount of their shares.
|
(A)
|
upon incorporation, the issued share capital of the company amounts to fifty- thousand euros (€ 50,000) and the Incorporator is participating in the issued capital for five million (5,000,000) ordinary shares, numbered 1 through 5,000,000;
|
(B)
|
the Incorporator acting on its own behalf and on behalf of the company agreed that the issued share capital shall be paid up in cash. The provisions relating to the payment for shares as said out in Section 2:93a paragraph 1 of the Dutch Civil Code have been complied with. The Company accepts the payments on the shares issued at the incorporation, insofar the subscription price has been paid in accordance with paragraph 1 subsection b of the aforementioned Section; and
|
(C)
|
the first members of the management board are:
|
1.
|
Definitions
|
1.1
|
In these Articles of Association the following words shall have the following meanings:
|
1.2
|
References to Articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent.
|
2.
|
Name and corporate seat
|
2.1
|
The name of the company is:
Ferrari
N.V.
|
2.2
|
The company has its corporate seat in Amsterdam, the Netherlands.
|
3.
|
Objects
|
3.1
|
The objects for which the company is established are to carry on, either directly or through wholly or partially-owned companies and entities, activities relating in whole or in any part to passenger and commercial vehicles, transport, mechanical engineering, energy, engines, capital machinery and equipment and related goods and propulsion, as well as any other manufacturing, commercial, financial or service activity.
|
3.2
|
[Within the scope and for the achievement of the purposes mentioned in Article 3.1, the company may:
|
(a)
|
operate in, among other areas, the mechanical, electrical, electro mechanical, thermo mechanical, electronic, nuclear, chemical, mining, steel and metallurgical industries, as well as in telecommunications, civil, industrial and agricultural engineering, publishing, information services, tourism and other service industries;
|
(b)
|
acquire shareholdings and interests in companies and enterprises of any kind or form and purchase, sell or place shares, debentures, bonds, promissory notes or other securities or evidence of indebtedness;
|
(c)
|
provide financing to companies and entities it wholly or partially owns and carry on the technical, commercial, financial and administrative coordination of their activities;
|
(d)
|
provide or arrange for the provision (including through partially owned entities) of financing for distributors, dealers, retail customers, vendors and other business partners
and carry on the technical, commercial, financial and administrative coordination of their activities;
|
(e)
|
purchase or otherwise acquire, on its own behalf or on behalf of companies and entities it wholly or partially owns, the ownership or right of use of intangible assets providing them for use by those companies and entities;
|
(f)
|
promote and ensure the performance of research and development activities, as well as the use and exploitation of the results thereof;
|
(g)
|
undertake, on its own behalf or on behalf of companies and entities it wholly or partially owns, any investment, real estate, financial,
|
(h)
|
undertake and perform any management or support services or any other activity ancillary, preparatory or complementary to any of the above.]
|
4.
|
Share capital and shares
|
4.1
|
The authorized share capital of the company amounts to
l
euro (EUR
l
), divided into
l
(
l
) common shares and
l
(
l
) special voting shares with a nominal value of one eurocent (EUR 0.01) each.
|
4.2
|
When shares are subscribed for, the par value thereof and, if the shares are subscribed at a higher amount, the difference between such amounts, shall be paid-up, without prejudice to the provision of Section 2:80 paragraph 2 of the Dutch Civil Code. Where shares of a particular class are subscribed at a higher amount than the nominal value, the difference between such amounts shall be carried to the share premium reserve of that class of shares.
|
4.3
|
Upon the establishment of a right of pledge on a common share or the creation or transfer of a right of usufruct on a common share, the right to vote may be vested in the pledgee or the usufructuary, with due observance of the relevant provisions of Dutch law.
|
4.4
|
Both the holder of one or more common shares without voting right and the pledgee or usufructuary of one or more common shares with voting right shall have the rights conferred by law upon holders of depositary receipts issued with a company’s cooperation for shares in its share capital.
|
4.5
|
No right of pledge may be established on a special voting share.
|
4.6
|
The voting rights attributable to a special voting share may not be assigned to the usufructuary.
|
4.7
|
The usufructuary of one or more special voting shares shall not have the rights conferred by law upon holders of depositary receipts issued with a company's cooperation for shares in its share capital.
|
4.8
|
The company may cooperate in the issuance of registered depositary receipts for common shares, but only pursuant to a resolution to that effect of the board of directors. Each holder of such depositary receipts shall have the rights conferred by law or by the applicable depositary agreement upon holders of depositary receipts issued with a company’s cooperation for shares in its share capital.
|
5.
|
Holding requirement in respect of special voting shares
|
5.1
|
Special voting shares may only be held by a Qualifying Shareholder and the company itself. A Qualifying Shareholder may hold no more than one (1) special voting share for each Qualifying Common Share held by such shareholder. Other
|
5.2
|
Subject to a prior resolution of the board of directors, which may set certain terms and conditions, the holder of one (1) or more Qualifying Common Shares will be eligible to hold one (1) special voting share for each such Qualifying Common Share.
|
5.3
|
In the event of a Change of Control in respect of a Qualifying Shareholder or in the event that a Qualifying Shareholder requests that some or all of its Qualifying Common Shares be de-registered from the Loyalty Register in accordance with Article 11.3, or transfers some or all of its Qualifying Common Shares to any other party (other than a Loyalty Transferee):
|
(a)
|
a corresponding number of Qualifying Common Shares of such shareholder shall be de-registered from the Loyalty Register with immediate effect and as a consequence shall no longer qualify as Qualifying Common Shares;
|
(b)
|
such shareholder shall be obliged to immediately offer and transfer a number of special voting shares equal to the number of Qualifying Common Shares referred to in Article 5.3 (a) to the company and any and all voting rights attached to such special voting shares will be suspended with immediate effect.
|
5.4
|
In the event of a Change of Control in respect of a shareholder who is registered in the Loyalty Register but is not yet a Qualifying Shareholder with respect to one or more of its common shares, a corresponding number of common shares of such shareholder shall be de-registered from the Loyalty Register with immediate effect.
|
5.5
|
In respect of special voting shares offered to the company pursuant to Article 5.3, the offering shareholder and the company shall determine the purchase price by mutual agreement. If they do not reach agreement on the purchase price, the purchase price shall be determined by one or more accountants appointed jointly by them. If they do not reach agreement on the accountant or accountants, as the case may be, the price shall be determined by three accountants, one to be appointed by the offering shareholder, one to be appointed by the company and the third one to be appointed jointly by the accountants thus appointed. The appointed accountants shall be authorized to inspect all books and records of the company and to obtain all such information as will be useful to them determining the price.
|
6.
|
Issuance of shares
|
6.1
|
The general meeting of shareholders or alternatively the board of directors, if it has previously been designated to do so by the general meeting of shareholders, shall have authority to resolve on any issuance of shares. The general meeting of shareholders shall, for as long as any such designation of the board of directors for this purpose is in force, no longer have authority to decide on the issuance
|
6.2
|
The general meeting of shareholders or the board of directors if so designated in accordance with Article 6.1, shall decide on the price and the further terms and conditions of issuance, with due observance of what is required in relation thereto in the law and in these Articles of Association.
|
6.3
|
If the board of directors is designated to have authority to decide on the issuance of shares by the general meeting of shareholders, such designation shall specify the class of shares and the maximum number of shares that can be issued under such designation. When making such designation the duration thereof, which shall not be for more than five (5) years, shall be resolved upon at the same time. The designation may be extended from time to time for periods not exceeding five (5) years from the date of such extension. The designation may not be withdrawn unless otherwise provided in the resolution in which the designation is made.
|
6.4
|
Within eight (8) days after the passing of a resolution of the general meeting of shareholders to issue shares or to designate the board of directors as provided in Article 6.1, the company shall deposit the complete text of such resolution at the office of the Dutch trade register. Within eight (8) days after the end of each quarter of the financial year, the company shall notify the Dutch trade register of each issuance of shares which occurred during such quarter. Such notification shall state the number of shares issued and their class. Failure to duly make such notification shall neither affect the authority of the general meeting of shareholders or the board of directors to issue shares nor the validity of the shares issued.
|
6.5
|
What has been provided in the Articles 6.1 up to and including 6.4 shall
mutatis mutandis
be applicable to the granting of rights to subscribe for shares, but shall not be applicable to the issuance of shares to persons exercising a previously granted right to subscribe for shares.
|
6.6
|
Payment for shares shall be made in cash unless another form of contribution has been agreed. Payment in a currency other than euro may only be made with the consent of the company. Payment in a currency other than euro will discharge the obligation to pay up the nominal value to the extent that the amount paid can be freely exchanged into an amount in euro equal to the nominal value of the relevant shares. The rate of exchange on the day of payment will be decisive, unless the company requires payment against the rate of exchange on a specified date which is not more than two (2) months before the last day on which payment for such shares is required to be made, provided that such shares will be admitted to trading on a regulated market or multilateral trading
|
6.7
|
The board of directors is expressly authorized to enter into the legal acts referred to in Section 2:94 of the Dutch Civil Code, without the prior consent of the general meeting of shareholders.
|
7.
|
Right of pre-emption
|
7.1
|
Subject to Article 7.9 and the remainder of this Article 7, in the event of an issuance of common shares, every holder of common shares shall have a right of pre-emption with regard to the common shares to be issued in proportion to the aggregate nominal value of his common shares, provided however that no such right of pre-emption shall exist in respect of shares to be issued to employees of the company or of a group company pursuant to any option plan of the company.
|
7.2
|
A shareholder shall have no right of pre-emption for shares that are issued against a non-cash contribution.
|
7.3
|
In the event of an issuance of special voting shares to Qualifying Shareholders, shareholders shall not have any right of pre-emption.
|
7.4
|
The general meeting of shareholders or the board of directors, as the case may be, shall decide when passing the resolution to issue shares in which manner the shares shall be issued and, to the extent that rights of pre-emption apply, within what period those rights may be exercised.
|
7.5
|
The company shall give notice of an issuance of shares that is subject to a right of pre-emption and of the period during which such right may be exercised by announcement in the Dutch State Gazette and in a nationally distributed newspaper.
|
7.6
|
The right of pre-emption may be exercised during a period of at least two (2) weeks after the announcement in the Dutch State Gazette.
|
7.7
|
Subject to Article 7.9, the right of pre-emption may be limited or excluded by a resolution of the general meeting of shareholders or a resolution of the board of directors if the board of directors has been designated to do so by the general meeting of shareholders and provided the board of directors has also been authorized to resolve on the issuance of shares. In the proposal to the general meeting of shareholders to limit or exclude pre-emption rights the reasons for the proposal and a substantiation of the proposed issuance price shall be explained in writing. With respect to designation of the board of directors the provisions of the last three sentences of Article 6.3 shall apply
mutatis mutandis
.
|
7.8
|
For a resolution of the general meeting of shareholders to limit or exclude the right of pre-emption or to designate the board of directors as authorized to do so, a simple majority of the votes cast is required to approve such resolution, provided, however, that if less than one half of the issued share capital is
|
7.9
|
For a period of five (5) years from [the
l
day of
l
two thousand fifteen –
effective date articles of association
], the board of directors shall irrevocably be authorized to limit or exclude the right of pre-emption as set out in this Article 7 (including Article 7.10).
|
7.10
|
When rights are granted to subscribe for common shares the shareholders shall also have a right of pre-emption with respect to such rights; what has been provided hereinbefore in this Article 7 shall apply
mutatis mutandis
. Shareholders shall have no right of pre-emption in respect of shares that are issued to anyone who exercises a previously acquired right.
|
8.
|
Acquisition by the company of shares in its own share capital
|
8.1
|
The company shall at all times have the authority to acquire fully paid-up shares in its own share capital, provided that such acquisition is made for no consideration (
om niet
).
|
8.2
|
The company shall also have authority to acquire fully paid-up shares in its own share capital or depositary receipts thereof for consideration, if:
|
(a)
|
the general meeting of shareholders has authorized the board of directors to make such acquisition – which authorization shall be valid for no more than eighteen (18) months and has specified the number of shares which may be acquired, the manner in which they may be acquired and the (criteria to establish the) limits within which the price must be set;
|
(b)
|
the company's equity, after deduction of the acquisition price of the relevant shares, is not less than the sum of the paid-in and called up portions of the share capital and the reserves that have to be maintained pursuant to Dutch law and these Articles of Association; and
|
(c)
|
the aggregate nominal value of the shares to be acquired and the shares in its share capital the company already holds, holds as pledgee or are held by a subsidiary, does not amount to more than one half of the issued share capital.
|
8.3
|
The company's equity as shown in the last confirmed and adopted balance sheet, after deduction of the acquisition price for shares in the share capital of the company, the amount of the loans as referred to in Section 2:98c of the Dutch Civil Code and distributions from profits or reserves to any other persons that became due by the company and its subsidiaries after the date of the balance sheet, shall be decisive for purposes of Article 8.2 subs (b) and (c). If more than six (6) months have elapsed since the end of a financial year without the annual accounts having been adopted, an acquisition in accordance with Article 8.2 shall not be allowed until such time as the annual accounts shall be adopted.
|
8.4
|
No authorization shall be required if the company acquires its own shares for the purpose of transferring the same to employees of the company or a group
|
8.5
|
The Articles 8.1 and 8.2 shall not apply to shares which the company acquires under universal title of succession (
algemene titel
).
|
8.6
|
Any acquisition by the company of shares that have not been fully paid up shall be void.
|
8.7
|
Any disposal of shares held by the company will require a resolution of the board of directors. Such resolution shall also stipulate any conditions of the disposal.
|
8.8
|
The company may, jointly with its subsidiaries, hold shares in its own capital exceeding one-tenth of its issued capital for no more than three years after acquisition of shares for no consideration or under universal title of succession. Any shares held by the company in excess of the amount permitted shall transfer to the directors jointly at the end of the last day of such three year period. Each director shall be jointly and severally liable to compensate the company for the value of the shares at such time, with interest at the statutory rate thereon from such time. For the purpose of this Article 8.8 the term shares shall include depositary receipts for shares and shares in respect of which the company holds a right of pledge.
|
8.9
|
Article 8.8 shall apply correspondingly to shares and depositary receipt for shares acquired by the company in accordance with Article 8.4 without the authorization of the general meeting of shareholders and held by the company for more than one year after acquisition thereof.
|
9.
|
Reduction of the issued share capital
|
9.1
|
The general meeting of shareholders shall have the authority to pass a resolution to reduce the issued share capital (i) by the cancellation of shares and/or (ii) by reducing the nominal value of the shares by means of an amendment to these Articles of Association. The shares to which such resolution relates shall be stated in the resolution and it shall also be stated therein how the resolution shall be implemented.
|
9.2
|
A resolution to cancel shares may only relate to shares held by the company itself in its own share capital.
|
9.3
|
Any reduction of the nominal value of the shares without repayment must be made
pro rata
on all shares of the same class.
|
9.4
|
A partial repayment on shares shall only be allowed in implementation of a resolution to reduce the nominal value of the shares. Such a repayment must be made in respect of all shares of the same class on a
pro rata
basis, or in respect of the special voting shares only. The
pro rata
requirement may be waived with the consent of all the shareholders of the affected class.
|
9.5
|
A resolution to reduce the share capital shall require a simple majority of the votes cast in a general meeting of shareholders, provided, however, that such resolution shall require a majority of at least two-thirds of the votes cast in a
|
9.6
|
The notice convening a general meeting of shareholders at which a resolution to reduce the share capital is to be passed shall state the purpose of the reduction of the share capital and the manner in which effect is to be given thereto. Section 2:123 paragraphs 1 and 2 of the Dutch Civil Code shall apply
mutatis mutandis
.
|
9.7
|
The company shall deposit the resolutions referred to in Article 9.1 at the office of the Dutch trade register and shall publish a notice of such deposit in a nationally distributed daily newspaper; what has been provided in Section 2:100 paragraphs 2 up to and including 6 of the Dutch Civil Code shall be applicable to the company.
|
10.
|
Shares and share certificates
|
10.1
|
The shares shall be registered shares and they shall for each class be numbered as the board of directors shall determine.
|
10.2
|
The board of directors may resolve that, at the request of the shareholder, share certificates shall be issued in respect of shares in such denominations as the board of directors shall determine, which certificates are exchangeable at the request of the shareholder.
|
10.3
|
Share certificates shall not be provided with dividend coupons or a talon.
|
10.4
|
Each share certificate carries the number(s), if any, of the share(s) in respect of which they were issued.
|
10.5
|
The exchange referred to in Article 10.2 shall be free of charge.
|
10.6
|
Share certificates shall be signed by a director. The board of directors may resolve that the signature shall be replaced by a facsimile signature.
|
10.7
|
The board of directors may determine that for the purpose of trading and transfer of shares at a foreign stock exchange, share certificates shall be issued in such form as shall comply with the requirements of such foreign stock exchange.
|
10.8
|
On a request in writing by the party concerned and upon provision of satisfactory evidence as to title, replacement share certificates may be issued in respect of share certificates which have been mislaid, stolen or damaged, on such conditions, including, without limitation, the provision of indemnity to the company as the board of directors shall determine.
|
10.9
|
The costs of the issuance of replacement share certificates may be charged to the applicant. As a result of the issuance of replacement share certificates the original share certificates will become void and the company will have no further obligation with respect to such original share certificates. Replacement share certificates will bear the numbers of the documents they replace.
|
11.
|
Register of shareholders and Loyalty Register
|
11.1
|
The board of directors shall appoint a registrar who shall keep a register of shareholders in which the name and address of each shareholder shall be entered, the number and class of shares held by each of them, and, in so far as
|
11.2
|
The registrar shall be authorized to keep the register of shareholders in an electronic form and to keep a part of the register of shareholders outside the Netherlands if required to comply with applicable foreign legislation or the rules of a stock exchange where the shares are listed.
|
11.3
|
The board of directors shall determine the form and contents of the register of shareholders with due observance of the provisions of Articles 11.1 and 11.2 and Section 2:85 of the Dutch Civil Code.
|
11.4
|
The registrar shall separately administer a Loyalty Register which does not form part of the company’s register of shareholders. The registrar shall enter in the Loyalty Register the name and address of shareholders who have requested the board of directors to be registered in such register in order to become eligible to acquire special voting shares, recording the entry date and number and amount of common shares in respect of which the relevant request was made.
|
11.5
|
A holder of common shares that are included in the Loyalty Register may at any time request to de-register from the Loyalty Register some or all of its common shares included therein.
|
11.6
|
The register of shareholders and Loyalty Register shall be kept up to date regularly.
|
11.7
|
Upon request and free of charge, the registrar shall provide shareholders and those who have a right of usufruct or pledge in respect of such shares with an extract from the register of shareholders and Loyalty Register in respect of their registration.
|
11.8
|
The registrar shall be authorized to disclose information and data contained in the register of shareholders and Loyalty Register and/or have the same inspected to the extent that this is requested to comply with applicable legislation or rules of a stock exchange where the shares are listed from time to time.
|
12.
|
Transfer of shares
|
12.1
|
The transfer of shares or of a restricted right thereto shall require an instrument intended for such purpose and, save when the company itself is a party to such legal act, the written acknowledgement by the company of the transfer. The acknowledgement shall be made in the instrument or by a dated statement on the instrument or on a copy or extract thereof mentioning the acknowledgement signed as a true copy by the notary or the transferor, or in the manner referred to in Article 12.2. Service of such instrument or such copy or extract on the company shall be considered to have the same effect as an acknowledgement.
|
12.2
|
If a share certificate has been issued for a share the surrender to the company of the share certificate shall also be required for such transfer.
|
13.
|
Blocking Clause in respect of special voting shares
|
13.1
|
Common shares are freely transferable. A transfer of special voting shares other than pursuant to Article 5.3 may only be effected with due observance of Articles 5.1 and 13.
|
13.2
|
A shareholder who wishes to transfer one or more special voting shares shall require the approval of the board of directors.
|
13.3
|
If the board of directors grants the approval, or if approval is deemed to have been granted as provided for in Article 13.4, the transfer must be effected within three (3) months of the date of such approval or deemed approval.
|
13.4
|
If the board of directors does not grant the approval, then the board of directors should at the same time provide the requesting shareholder with the names of one or more prospective purchasers who are prepared to purchase all the special voting shares referred to in the request for approval, against payment in cash. If the board of directors does not grant the approval but at the same time fails to designate prospective purchasers, then approval shall be deemed to have been granted. The approval shall likewise be deemed granted if the board of directors has not made a decision in respect of the request for approval within six (6) weeks upon receipt of such request.
|
13.5
|
The requesting shareholder and the prospective purchaser accepted by him shall determine the purchase price referred to in Article 13.4 by mutual agreement. If they do not reach agreement on the purchase price, Article 5.5 shall apply
mutatis mutandis
.
|
14.
|
Board of directors
|
14.1
|
The company shall have a board of directors, consisting of three (3) or more directors, comprising both directors having responsibility for the day-to-day management of the company (executive directors) and directors not having such day-to-day responsibility (non-executive directors). The board of directors as a whole will be responsible for the strategy of the company. The majority of the directors shall consist of non-executive directors.
|
14.2
|
Subject to Article 14.1, the board of directors shall determine the number of directors.
|
14.3
|
The general meeting of shareholders shall appoint the directors and shall at all times have power to suspend or to dismiss any director. Upon appointment the general meeting of shareholders shall determine whether a director is an executive director or a non-executive director. The term of office of directors will be for a period of approximately one year after appointment, such period expiring on the day the first annual general meeting of shareholders is held in the following calendar year at the end of the relevant meeting. If as a result of resignations or other reasons the majority of the directors elected by shareholders is no longer in office, a general meeting of shareholders will be convened on an urgent basis by the directors still in office for the purpose of electing a new board of directors. In such case, the term of office of all directors in office that are not reappointed
|
14.4
|
The company shall have a policy in respect of the remuneration of the directors. Such remuneration policy shall be adopted by the general meeting of shareholders. The remuneration policy shall at a minimum address the matters referred to in Section 2:383 (c) to (e) of the Dutch Civil Code, to the extent they relate to the board of directors.
|
14.5
|
With due observation of the remuneration policy referred to in Article 14.4 and the provisions of law, including those in respect of allocation of responsibilities between executive and non-executive directors, the board of directors may determine the remuneration for the directors in respect of the performance of their duties, provided that nothing herein contained shall preclude any directors from serving the company or any subsidiary or related company thereof in any other capacity and receiving compensation therefor and provided further that the executive directors may not participate in the decision-making regarding the determination of the remuneration for the executive directors.
|
14.6
|
The board of directors shall submit to the general meeting of shareholders for its approval plans to award shares or the right to subscribe for shares. The plans shall at least set out the number of shares and rights to subscribe for shares that may be awarded to the board of directors and the criteria that shall apply to the award or any change thereto.
|
14.7
|
Failure to obtain the approval of the general meeting of shareholders required under Article 14.6 shall not affect the powers of representation of the board of directors.
|
14.8
|
The company shall not grant its directors any personal loans, guarantees or the like other than in the normal course of business, as regards executive directors on terms applicable to the personnel as a whole, and after approval of the board of directors.
|
15.
|
Management, regulations and decision-making
|
15.1
|
The board of directors shall exercise its duties, including the oversight of the company, subject to the limitations contained in these Articles of Association.
|
15.2
|
The chairman of the board of directors as referred to by law shall be a non-executive director and shall have the title Chair. The board of directors may grant other titles to the directors. The board of directors may furthermore appoint or delegate the appointment of a Secretary, who need not be selected from among its members.
|
15.3
|
The regulations shall include an allocation of tasks amongst the executive directors and non-executive directors and may provide for general or specific delegation of powers.
|
15.4
|
The board of directors may determine that one or more directors can lawfully adopt resolutions (
rechtsgeldig besluiten
) concerning matters belonging to his or their duties within the meaning of Section 2:129a paragraph 3 of the Dutch Civil Code. Any directors that adopt any resolutions within the meaning of this provision will have to inform the other directors thereof within a reasonable time.
|
15.5
|
The board of directors can only adopt valid resolutions when the majority of the directors in office shall be present or represented at the meeting of the board of directors.
|
15.6
|
A director may be represented by a co-director if authorized in writing; provided that a director may not act as proxy for more than one co-director.
|
15.7
|
All resolutions shall be adopted by the favorable vote of the majority of the directors present or represented at the meeting, provided that the regulations may contain specific provisions in this respect. Each director shall have one (1) vote.
|
15.8
|
The board of directors shall be authorized to adopt resolutions without convening a meeting if all directors shall have expressed their opinions in writing, unless one or more directors shall object in writing to the resolution being adopted in this way prior to the adoption of the resolution.
|
15.9
|
The board of directors shall require the approval of the general meeting of shareholders for resolutions concerning an important change in the company's identity or character, including in any case:
|
(a)
|
the transfer to a third party of the business of the company or practically the entire business of the company;
|
(b)
|
the entry into or breaking off of any long-term cooperation of the company or a subsidiary with another legal entity or company or as a fully liable partner of a general partnership or limited partnership, where such entry or breaking off is of far-reaching importance to the company;
|
(c)
|
the acquisition or disposal by the company or a subsidiary of an interest in the share capital of a company with a value of at least one/third of the company's assets according to the consolidated balance sheet with explanatory notes included in the last adopted annual accounts of the company.
|
15.10
|
Failure to obtain the approval required under Article 15.9 shall not affect the powers of representation of the board of directors.
|
15.11
|
In the event of receipt by the board of directors of a third party offer to acquire a business or one or more subsidiaries for an amount in excess of the threshold referred to in Article 15.9 sub (c), the board of directors shall, if and when such
|
15.12
|
If the office(s) of one or more directors be vacated or if one or more directors be otherwise unavailable, the remaining directors or the remaining director shall have the full power of the board of directors without interruption, provided however that in such event the board of directors shall have power to designate one or more persons to temporarily assist the remaining director(s) to manage the company. If the offices of all directors be vacated or if all directors be otherwise unable to act, the management shall temporarily be vested in the person or persons whom the general meeting of shareholders shall appoint for that purpose.
|
15.13
|
A director shall not participate in deliberations and the decision-making process in the event of a direct or indirect personal conflict of interest between that director and the company and the enterprise connected with it. If there is such personal conflict of interest in respect of all directors, the preceding sentence does not apply and the board of directors shall maintain its authority, subject to the approval of the general meeting of shareholders.
|
16.
|
Committees
|
16.1
|
The board of directors shall have power to appoint any committees, composed of directors and officers of the company and of group companies.
|
16.2
|
The board of directors shall determine the specific functions, tasks and procedures, as well as the duration of any of the committees referred to in this Article 16. For the avoidance of doubt, as such committees act on the basis of delegation of certain responsibilities of the board of directors, the board of directors shall remain fully responsible for the actions undertaken by such committees and may withdraw the delegation of powers to such committees in its discretion.
|
17.
|
Representation
|
17.1
|
The general authority to represent the company shall be vested in the board of directors and the Chief Executive Officer.
|
17.2
|
The board of directors or the Chief Executive Officer may also confer authority to represent the company, jointly or severally, to one or more individuals (
procuratiehouders
) who would thereby be granted powers of representation with respect to such acts or categories of acts as the board of directors or the Chief Executive Officer may determine and shall notify to the Dutch trade register. Such authority may be revoked provided that any authority conferred by the board of directors may be revoked only by the board of directors.
|
18.
|
Indemnity
|
18.1
|
The company shall indemnify any and all of its directors, officers, former directors, former officers and any person who may have served at its request as a director or officer of another company in which it owns shares or of which it is a creditor, who were or are made a party or are threatened to be made a party to or are
|
18.2
|
Indemnification under this Article 18 shall continue as to any person who has ceased to serve in the capacity which initially entitled such person to indemnity under Article 18.1 related to and arising from such person's activities while acting in such capacity. No amendment, modification or repeal of this Article 18 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.
|
18.3
|
Notwithstanding Article 18.1 hereof, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall be adjudged to be liable for gross negligence or wilful misconduct in the performance of such person’s duty to the company.
|
18.4
|
The right to indemnification conferred in this Article 18 shall include a right to be paid or reimbursed by the company for any and all reasonable and documented expenses incurred by any person entitled to be indemnified under this Article 18 who was, or is threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to such person's ultimate entitlement to indemnification; provided, however, that such person shall undertake to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this Article 18.
|
19.
|
General meeting of shareholders
|
19.1
|
At least one (1) general meeting of shareholders shall be held every year, which meeting shall be held within six (6) months after the close of the financial year.
|
19.2
|
Furthermore, general meetings of shareholders shall be held in the case referred to in Section 2:108a of the Dutch Civil Code and as often as the board of directors, the Chairman or Chief Executive Officer deems it necessary to hold them, without prejudice to what has been provided in Article 19.3.
|
19.3
|
Shareholders solely or jointly representing at least ten percent (10%) of the issued share capital may request the board of directors, in writing, to call a general meeting of shareholders, stating the matters to be dealt with.
|
19.4
|
General meetings of shareholders shall be held in Amsterdam or Haarlemmermeer (Schiphol Airport), the Netherlands, and shall be called by the board of directors, the Chairman or Chief Executive Officer of the board of directors, in such manner as is required to comply with the law and the applicable stock exchange regulations, in accordance with Section 2:115 of the Dutch Civil Code, no later than on the fifteenth day before the day of the meeting, or if shares of the company or depositary receipts issued with the cooperation of the company have been admitted to trading on a regulated market as referred to in Section 1:1 of the Act on financial supervision (
Wet op het financieel toezicht
), no later than on the forty-second day before the day of the meeting.
|
19.5
|
All convocations of general meetings of shareholders and all announcements, notifications and communications to shareholders and other persons entitled to attend the meeting shall be made by means of an announcement on the company’s corporate website and such announcement shall remain accessible until the relevant general meeting of shareholders. Any communication to be addressed to the general meeting of shareholders by virtue of law or these Articles of Association, may be either included in the notice, referred to in the preceding sentence or, to the extent provided for in such notice, on the company’s corporate website and/or in a document made available for inspection at the office of the company and such other place(s) as the board of directors shall determine.
|
19.6
|
In addition to Article 19.5, convocations of general meetings of shareholders may be sent to shareholders and other persons entitled to attend the meeting through the use of an electronic means of communication to the address provided by such shareholders and other persons to the company for this purpose.
|
19.7
|
The notice shall state the place, date and hour of the meeting and the agenda of the meeting as well as the other data required by law.
|
19.8
|
An item proposed in writing by such number of shareholders and other persons entitled to attend the meeting who, by law, are entitled to make such proposal, shall be included in the notice or shall be announced in a manner similar to the announcement of the notice, provided that the company has received the relevant request or a proposed resolution, including the reasons for putting the relevant item on the agenda, no later than on the sixtieth day before the day of the meeting.
|
19.9
|
The agenda of the annual general meeting of shareholders shall contain,
inter alia
, the following items:
|
(a)
|
the implementation of the remuneration policy;
|
(b)
|
adoption of the annual accounts;
|
(c)
|
granting of discharge to the directors in respect of the performance of their duties in the relevant financial year;
|
(d)
|
the appointment of directors;
|
(e)
|
the policy of the company on additions to reserves and on dividends, if any;
|
(f)
|
if, applicable, the proposal to pay a dividend;
|
(g)
|
if applicable, discussion of any substantial change in the corporate governance structure of the company; and
|
(h)
|
any matters decided upon by the person(s) convening the meeting and any matters placed on the agenda with due observance of Article 19.8.
|
19.10
|
The board of directors shall provide the general meeting of shareholders with all requested information, unless this would be contrary to an overriding interest of the company. If the board of directors invokes an overriding interest, it must give reasons.
|
19.11
|
If a right of approval is granted to the general meeting of shareholders by law or these Articles of Association (for instance as referred to in Article 14.6 and Article 15.9) or the board of directors requests a delegation of powers or authorization (for instance as referred to in Article 6), the board of directors shall inform the general meeting of shareholders by means of a circular or explanatory notes to the agenda of all facts and circumstances relevant to the approval, delegation or authorization to be granted.
|
19.12
|
For the purpose of Articles 19 and 20, persons with the right to vote or attend meetings shall be considered those persons who have these rights at the twenty-eighth day prior to the day of the meeting (
Record Date
) and are registered as such in a register to be designated by the board of directors for such purpose, irrespective whether they will have these rights at the date of the meeting. In addition to the Record Date, the notice of the meeting shall further state the manner in which shareholders and other persons entitled to attend the meeting may have themselves registered and the manner in which those rights can be exercised.
|
19.13
|
If a proposal to amend these Articles of Association is to be dealt with, a copy of that proposal, in which the proposed amendments are stated verbatim, shall be made available for inspection to the shareholders and other persons entitled to attend the meeting, at the office of the company and on the website of the company, as from the day the general meeting of shareholders is called until after the close of that meeting. Upon request, each of them shall be entitled to obtain a copy thereof, without charge.
|
20.
|
Chairman, minutes, rights, admittance and voting
|
20.1
|
The general meeting of shareholders shall be presided over by the Chairman or, in his absence, by the person chosen by the board of directors to act as chairman for such meeting.
|
20.2
|
One of the persons present designated for that purpose by the chairman of the meeting shall act as secretary of the meeting and take minutes of the business
|
20.3
|
The minutes of the general meeting of shareholders shall be made available, on request, to the shareholders no later than three (3) months after the end of the meeting, after which the shareholders shall have the opportunity to react to the minutes in the following three (3) months. The minutes shall then be adopted in the manner as described in Article 20.2.
|
20.4
|
If an official notarial record is made of the business transacted at the meeting then minutes need not be drawn up and it shall suffice that the official notarial record be signed by the notary.
|
20.5
|
As a prerequisite to attending the meeting and, to the extent applicable, exercising voting rights, the shareholders and other persons entitled to attend the meeting shall be obliged to inform the board of directors in writing within the time frame mentioned in the convening notice. At the latest this notice must be received by the board of directors on the day mentioned in the convening notice.
|
20.6
|
Shareholders and other persons entitled to attend the meetings may procure to be represented at any meeting by a proxy duly authorized in writing, provided they shall notify the company in writing of their wish to be represented at such time and place as shall be stated in the notice of the meetings. For the avoidance of doubt, such attorney is also authorized in writing if the proxy is documented electronically. The board of directors may determine further rules concerning the deposit of the powers of attorney; these shall be mentioned in the notice of the meeting.
|
20.7
|
The chairman of the meeting shall decide on the admittance to the meeting of persons other than those who are entitled to attend.
|
20.8
|
For each general meeting of shareholders, the board of directors may decide that shareholders and other persons entitled to attend the meeting shall be entitled to attend, address and exercise voting rights at such meeting through the use of electronic means of communication, provided that shareholders and other persons who participate in the meeting are capable of being identified through the electronic means of communication and have direct cognizance of the discussions at the meeting and the exercising of voting rights (if applicable). The board of directors may set requirements for the use of electronic means of communication and state these in the convening notice. Furthermore, the board of directors may for each general meeting of shareholders decide that votes cast by the use of electronic means of communication prior to the meeting and received by the board of directors shall be considered to be votes cast at the meeting. Such votes may not be cast prior to the Record Date. Whether the provision of the foregoing two sentences applies and the procedure for exercising the rights referred to in that sentence shall be stated in the notice.
|
20.9
|
Prior to being allowed admittance to a meeting, a shareholder and each other person entitled to attend the meeting, or their attorney, shall sign an attendance
|
20.10
|
The chairman of the meeting may determine the time for which shareholders and others entitled to attend the general meeting of shareholders may speak if he considers this desirable with a view to the order by conduct of the meeting as well as other procedures that the chairman considers desirable for the efficient and orderly conduct of the business of the meeting.
|
20.11
|
Every share (whether common or special voting) shall confer the right to cast one (1) vote.
|
20.12
|
All resolutions shall be passed with an absolute majority of the votes validly cast unless otherwise specified herein.
|
20.13
|
All votes shall be cast in writing or electronically. The chairman of the meeting may, however, determine that voting by raising hands or in another manner shall be permitted.
|
20.14
|
Voting by acclamation shall be permitted if none of the shareholders present or represented objects.
|
20.15
|
No voting rights shall be exercised in the general meeting of shareholders for shares or depositary receipts thereof owned by the company or by a subsidiary. Pledgees and usufructuaries of shares owned by the company and its subsidiaries shall however not be excluded from exercising their voting rights, if the right of pledge or usufruct was created before the shares were owned by the company or a subsidiary. Neither the company nor any of its subsidiaries may exercise voting rights for shares in respect of which it holds a right of pledge or usufruct.
|
20.16
|
Without prejudice to the other provisions of this Article 20, the company shall determine for each resolution passed:
|
(a)
|
the number of shares on which valid votes have been cast;
|
(b)
|
the percentage that the number of shares as referred to under (a) represents in the issued share capital;
|
(c)
|
the aggregate number of votes validly cast; and
|
(d)
|
the aggregate number of votes cast in favour of and against a resolution, as well as the number of abstentions.
|
21.
|
Audit
|
21.1
|
The general meeting of shareholders shall appoint an accountant to examine the annual accounts drawn up by the board of directors, to report thereon to the board of directors, and to express an opinion with regard thereto.
|
21.2
|
If the general meeting of shareholders fails to appoint the accountant as referred to in Article 21.1, this appointment shall be made by the board of directors.
|
21.3
|
To the extent permitted by law, the appointment provided for in Article 21.1 may be cancelled by the general meeting of shareholders and if the appointment has been made by the board of directors, by the board of directors.
|
21.4
|
The accountant may be questioned by the general meeting of shareholders in relation to the accountant’s statement on the fairness of the annual accounts. The accountant shall therefore be invited to attend the general meeting of shareholders convened for the adoption of the annual accounts.
|
21.5
|
The accountant shall, in any event, attend the meeting of the board of directors at which the report of the accountant is discussed, and at which the annual accounts are to be approved.
|
22.
|
Financial year, annual accounts and distribution of profits
|
22.1
|
The financial year of the company shall coincide with the calendar year.
|
22.2
|
The board of directors shall annually close the books of the company as at the last day of every financial year and shall within four (4) months thereafter draw up annual accounts consisting of a balance sheet, a profit and loss account and explanatory notes. Within such four (4) month period the board of directors shall publish the annual accounts, including the accountant’s certificate, the annual report and any other information that would need to be made public in accordance with the applicable provisions of law and the requirements of any stock exchange on which common shares are listed.
|
22.3
|
The company shall publish its annual accounts and annual report and the other documents referred to in Section 2:392 of the Dutch Civil Code in the English language and in accordance with Section 2:394 of the Dutch Civil Code.
|
22.4
|
If the activity of the company or the international structure of its group justifies the same as determined by the board of directors, its annual accounts or its consolidated accounts may be prepared in a foreign currency.
|
22.5
|
The broad outline of the corporate governance structure of the company shall be explained in a separate chapter of the annual report. In the explanatory notes to the annual accounts the company shall state, in addition to the information to be included pursuant to Section 2:383d of the Dutch Civil Code, the value of the options granted to the executive directors and employees and shall indicate how this value is determined.
|
22.6
|
The annual accounts shall be signed by all the directors; should any signature be missing, then this shall be mentioned in the annual accounts, stating the reason.
|
22.7
|
The company shall ensure that the annual accounts, the annual report and the other data referred to in Article 22.2 and the statements are available at its office as from the date on which the general meeting of shareholders at which they are intended to be dealt with is called, as well as on the website of the company. The shareholders and those entitled to attend general meetings of shareholders shall be permitted to inspect these documents at the company’s office and to obtain copies thereof free of charge.
|
22.8
|
The general meeting of shareholders shall adopt the annual accounts.
|
22.9
|
At the general meeting of shareholders at which it is resolved to adopt the annual accounts, a proposal concerning release of the directors from liability for their respective duties, insofar as the exercise of such duties is reflected in the annual accounts or otherwise disclosed to the general meeting of shareholders prior to the adoption of the annual accounts, shall be brought up separately for discussion. The scope of any such release from liability shall be subject to limitations by virtue of the law.
|
23.
|
Reserves and profits
|
23.1
|
The company shall maintain a special capital reserve to be credited against the share premium exclusively for the purpose of facilitating any issuance or cancellation of special voting shares. The special voting shares shall not carry any entitlement to the balance of the special capital reserve. The board of directors shall be authorized to resolve upon (i) any distribution out of the special capital reserve to pay up special voting shares or (ii) re-allocation of amounts to credit or debit the special capital reserve against or in favour of the share premium reserve.
|
23.2
|
The company shall maintain a separate dividend reserve for the special voting shares. The special voting shares shall not carry any entitlement to any other reserve of the company. Any distribution out of the special voting rights dividend reserve or the partial or full release of such reserve will require a prior proposal from the board of directors and a subsequent resolution of the meeting of holders of special voting shares.
|
23.3
|
From the profits, shown in the annual accounts, as adopted, such amounts shall be reserved as the board of directors may determine.
|
23.4
|
The profits remaining thereafter shall first be applied to allocate and add to the special voting shares dividend reserve an amount equal to one percent (1%) of the aggregate nominal value of all outstanding special voting shares. The calculation of the amount to be allocated and added to the special voting shares dividend reserve shall occur on a time-proportionate basis. If special voting shares are issued during the financial year to which the allocation and addition pertains, then the amount to be allocated and added to the special voting shares
|
23.5
|
Any profits remaining thereafter shall be at the disposal of the general meeting of shareholders for distribution of profits on the common shares only, subject to the provision of Article 23.8.
|
23.6
|
Subject to a prior proposal of the board of directors, the general meeting of shareholders may declare and pay distributions of profits and other distributions in United States Dollars. Furthermore, subject to the approval of the general meeting of shareholders and the board of directors having been designated as the body competent to pass a resolution for the issuance of shares in accordance with Article 6, the board of directors may decide that a distribution shall be made in the form of shares or that shareholders shall be given the option to receive a distribution either in cash or in the form of shares.
|
23.7
|
The company shall only have power to make distributions to shareholders and other persons entitled to distributable profits to the extent the company's equity exceeds the sum of the paid in and called up part of the share capital and the reserves that must be maintained pursuant to Dutch law and these Articles of Association. No distribution of profits or other distributions may be made to the company itself for shares that the company holds in its own share capital.
|
23.8
|
The distribution of profits shall be made after the adoption of the annual accounts, from which it appears that the same is permitted.
|
23.9
|
The board of directors shall have power to declare one or more interim distributions of profits, provided that the requirements of Article 23.7 are duly observed as evidenced by an interim statement of assets and liabilities as referred to in Section 2:105 paragraph 4 of the Dutch Civil Code and provided further that the policy of the company on additions to reserves and distributions of profits is duly observed. The provisions of Articles 23.2 and 23.3 shall apply
mutatis mutandis
.
|
23.10
|
The board of directors may determine that distributions are made from the company's share premium reserve or from any other reserve, provided that payments from reserves may only be made to the shareholders that are entitled to the relevant reserve upon the dissolution of the company.
|
23.11
|
Distributions of profits and other distributions shall be made payable in the manner and at such date(s) - within four (4) weeks after declaration thereof - and notice thereof shall be given, as the general meeting of shareholders, or in the case of interim distributions of profits, the board of directors shall determine.
|
23.12
|
Distributions of profits and other distributions, which have not been collected within five (5) years and one (1) day after the same have become payable, shall become the property of the company.
|
24.
|
Amendment of the Articles of Association
|
25.
|
Dissolution and winding-up
|
25.1
|
A resolution to dissolve the company can only be passed by a general meeting of shareholders pursuant to a prior proposal of the board of directors. A majority of at least two-thirds of the votes cast shall be required if less than one half of the issued share capital is present or represented at the meeting. In the event a resolution is passed to dissolve the company, the directors shall become liquidators (
vereffenaars
) of the dissolved company’s property, unless the general meeting of shareholders resolves otherwise.
|
25.2
|
The general meeting of shareholders shall appoint and decide on the remuneration of the liquidators.
|
25.3
|
Until the winding-up of the company has been completed, these Articles of Association shall to the extent possible, remain in full force and effect.
|
25.4
|
Whatever remains of the company's equity after all its debts have been discharged:
|
(a)
|
shall first be applied to distribute the aggregate balance of share premium reserves and other reserves than the special voting shares dividend reserve of the company to the holders of common shares in proportion to the aggregate nominal value of the common shares held by each of them;
|
(b)
|
secondly, from any balance remaining, an amount equal to the aggregate amount of the nominal value of the common shares will be distributed to the holders of common shares in proportion to the aggregate nominal value of common shares held by each of them;
|
(c)
|
thirdly, from any balance remaining, an amount equal to the aggregate amount of the special voting shares dividend reserve will be distributed to the holders of special voting shares in proportion to the aggregate nominal value of the special voting shares held by each of them;
|
(d)
|
fourthly, from any balance remaining, the aggregate amount of the nominal value of the special voting shares will be distributed to the holders of special voting shares in proportion to the aggregate nominal value of the special voting shares held by each of them; and
|
(e)
|
lastly, the balance remaining will be distributed to the holders of the common shares in proportion to the aggregate nominal value of common shares held by each of them.
|
25.5
|
After the company has ceased to exist the books and records of the company shall remain in the custody of the person designated for that purpose by the liquidators for the period provided by law.
|
25.6
|
In addition, the liquidation shall be subject to the relevant provisions of Book 2, Title 1, of the Dutch Civil Code.
|
(a)
|
the general meeting of shareholders resolved on the
l
day of
l
two thousand fifteen, under the condition precedent that the foregoing amendment of the articles of association takes effect, to issue
l
(
l
) common shares and
l
(
l
) special voting shares; and
|
(c)
|
at the time the foregoing amendment of the articles of association takes effect, the issued capital of the Company equals
l
euro (EUR
l
), divided into
l
(
l
) common shares and
l
(
l
) special voting shares.
|
re
|
Dutch law legal opinion – Ferrari N.V. – Initial public offering of Common Shares – Form F-1 Filing
|
reference
|
18127205-v6
|
1
|
INTRODUCTION
|
2
|
DEFINITIONS
|
2.1
|
Capitalised terms used but not (otherwise) defined herein are used as defined in the Schedules to this opinion letter.
|
2.2
|
In this opinion letter:
|
3
|
SCOPE OF INQUIRY
|
3.1
|
For the purpose of rendering this opinion letter, we have only examined and relied upon electronically transmitted copies of the Reviewed Documents, which we consider to be the documents necessary under Dutch law for the purpose of providing the opinions set out in this opinion letter.
|
3.2
|
We have undertaken only the following searches and inquiries (the
Checks
) at the date of this opinion letter which we consider to be the investigations necessary under Dutch law for the purpose of providing the opinions set out in this opinion letter:
|
(a)
|
an inquiry by telephone at the Trade Register, confirming that no changes were registered after the date of the Excerpt;
|
(b)
|
an inquiry by telephone at the bankruptcy clerk's office (
faillissementsgriffie
) of the court in Amsterdam, the Netherlands, confirming that the Company is not listed in the insolvency register;
|
(c)
|
an online inquiry on the relevant website (www.rechtspraak.nl) of the EU Registrations with the Central Insolvency Register (
Centraal Insolventie Register
) confirming that the Company is not listed on the EU Registrations with the Central Insolvency Register; and
|
(d)
|
an online inquiry on the relevant website (http://eur-lex.europa.eu/) of the Annex to Council regulation (EC) No 2580/2001, Annex I of Council regulation (EC) No 881/2002 and the Annex to Council Common Position 2001/931 relating to measures to combat terrorism, all as amended from time to time, confirming that the Company is not listed on such annexes.
|
3.3
|
We have not reviewed any documents incorporated by reference or referred to in the Reviewed Documents (unless included as a Reviewed Document) and therefore our opinions do not extend to such documents.
|
4
|
NATURE OF OPINION
|
4.1
|
We only express an opinion on matters of Dutch law and the law of the European Union, to the extent directly applicable in the Netherlands, in force on the date of this opinion letter, excluding unpublished case law. We do not express an opinion on tax law, competition law and financial assistance. The terms the "Netherlands" and "Dutch" in this opinion letter refer solely to the European part of the Kingdom of the Netherlands.
|
4.2
|
Our opinion is strictly limited to the matters stated herein. We do not express any opinion on matters of fact, on the commercial and other non-legal aspects of the transactions contemplated by the Deed of Issuance and on any representations, warranties and other information included in the Deed of Issuance and any other document examined in connection with this opinion letter, except as expressly stated in this opinion letter.
|
4.3
|
In this opinion letter Dutch legal concepts are sometimes expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to the concepts described by the same English term as they exist under the laws of other jurisdictions. For the purpose of tax law a term may have a different meaning than for the purpose of other areas of Dutch law.
|
4.4
|
This opinion letter and any non-contractual obligations arising out of or in relation to this opinion letter are governed by Dutch law.
|
4.5
|
This opinion letter refers to the date hereof. No obligation is assumed to update this opinion letter or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date of this opinion letter, which may have effect on the opinions set out in this opinion letter.
|
4.6
|
This opinion letter is issued by Loyens & Loeff N.V. Individuals or legal entities that are involved in the services provided by or on behalf of Loyens & Loeff N.V. cannot be held liable in any manner whatsoever.
|
5
|
OPINIONS
|
5.1
|
Corporate status
|
5.2
|
No insolvency, dissolution, merger or demerger
|
5.3
|
Issued share capital
|
6
|
ADDRESSEES
|
6.1
|
This opinion letter is addressed to you in relation to and as an exhibit to the Registration Statement and may not be disclosed to and relied upon by any other person without our prior written consent other than as an exhibit to the Registration Statement. This opinion letter is not to be used or relied upon for any purpose other than in connection with the filing of the Registration Statement.
|
6.2
|
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to Loyens & Loeff N.V. under the heading “Legal Matters” in the Registration Statement. In giving the consent set out in the previous sentence, we do not thereby admit or imply that we are in the category of persons whose consent is required under Section 7 of the Securities Act or any rules and regulations of the SEC promulgated thereunder.
|
Yours faithfully,
|
|
Loyens & Loeff N.V.
|
|
_____________________________
|
_____________________________
|
1
|
An excerpt of the registration of the Company in the Trade Register dated [to be updated] 2015 (the
Excerpt
).
|
2
|
The deed of incorporation of the Company dated 24 May 2013 (the
Deed of Incorporation
).
|
3
|
The articles of association of the Company dated
l
2015 (the
Articles
)
|
4
|
The resolution of the general meeting of the Company dated
l
2015 (the
Shareholders’ Resolution
).
|
5
|
The deed of issuance relating to the issuance of,
inter alia
, the Common Shares, dated
l
2015 (the
Deed of Issuance
).
|
6
|
The shareholders' register (
aandeelhoudersregister
) of the Company (the
Shareholders' Register
), showing the issuance of,
inter alia
, the Common Shares set forth in the Deed of Issuance.
|
7
|
The registration statement on Form F-1 originally filed by the Company with the SEC under the Securities Act on 23 July 2015 (File No. 333-205804) as amended to the date of this opinion letter (the
Registration Statement
).
|
1
|
Documents
|
1.1
|
All signatures are genuine, all original documents are authentic and all copies are complete and conform to the originals.
|
1.2
|
The information recorded in the Excerpt is true, accurate and complete on the Relevant Date (although not constituting conclusive evidence thereof this assumption is supported by the Checks).
|
1.3
|
The information recorded in the Shareholders' Register is true, accurate and complete on the date of this opinion letter.
|
1.4
|
The Registration Statement has been or will have been filed with the SEC and declared effective pursuant to the Securities Act.
|
2
|
Incorporation, existence and corporate power
|
2.1
|
The Deed of Incorporation is a valid notarial deed (
notariële authentieke akte
), the contents thereof are correct and complete and there were no defects in the incorporation process (not appearing on the face of the Deed of Incorporation) for which a court might dissolve the Company.
|
2.2
|
The Company has not been listed on the list referred to in article 2 (3) of Council Regulation (EC) No 2580/2001 of 27 December 2001, listed in Annex I to Council Regulation (EC) No 881/2002 of 27 May 2002 or listed and marked with an asterisk in the Annex to Council Common Position 2001/931 of 27 December 2001 relating to measures to combat terrorism, as amended from time to time (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Checks).
|
2.3
|
The Company has its centre of main interest (as described in the Insolvency Regulation) in the Netherlands and does not have an establishment (as described in the Insolvency Regulation) which has been subjected to any insolvency proceeding or winding up proceeding outside the Netherlands.
|
2.4
|
The Articles are the articles of association (
statuten
) of the Company in force on the Relevant Date.
|
3
|
Corporate authorisations
|
3.1
|
The Shareholders’ Resolution (a) correctly reflects the resolutions made by general meeting of the Company in respect of the transactions contemplated by the Deed of Issuance, (b)
|
4
|
Other parties
|
4.1
|
Each party to the Deed of Issuance, other than the Company, is validly existing under the laws by which it is purported to be governed.
|
4.2
|
Each party to the Deed of Issuance, other than the Company, has all requisite power or capacity (corporate and otherwise) to execute and to perform its obligations under the Deed of Issuance and the Deed of Issuance has been duly authorised, executed and delivered by or on behalf of the parties thereto other than the Company.
|
5
|
Issued share capital
|
1
|
Insolvency
|
2
|
Enforceability
|
3
|
Accuracy of information
|
3.1
|
The information obtained from a bankruptcy clerk's office (
faillissementsgriffie
) and the online international bankruptcy clerk's office of the court of The Hague (
internationale faillissementsgriffie
) does not provide conclusive evidence that the Company has not been granted a suspension of payments, declared bankrupt or subjected to any other insolvency proceedings listed in Annex A or winding up proceedings listed in Annex B of the Insolvency Regulation. Under the Dutch Bankruptcy Act (
Faillissementswet
) the declaration of a bankruptcy is effected by a court order, with effect from and including the day on which the bankruptcy order is issued. The clerk of the bankruptcy court is under an obligation to keep a public register in which, among others, extracts from the court orders by which a bankruptcy order is declared are registered. We have made enquiries with the clerk of the bankruptcy court whether the Company is registered as being declared bankrupt in the register kept by the clerk. We have received oral confirmation that this is not the case. Such confirmation, however, does not constitute conclusive evidence that the Company is not declared bankrupt, as a proper registration of a bankruptcy order is not a condition for the bankruptcy order to be effective.
|
3.2
|
Any dissolution (
ontbinding
), merger (
fusie
), demerger (
splitsing
) or conversion (
omzetting
) involving the Company must be notified to the trade register of the Chamber of Commerce in the Netherlands. However, it cannot be assured that such notification has actually been made and therefore the Excerpt does not constitute conclusive evidence that the Company
|
3.3
|
The Excerpt does not provide conclusive evidence that the facts set out therein are correct and complete. However, subject to limited exceptions, a company cannot invoke the incorrectness or incompleteness of its trade register registration against third parties who were unaware thereof.
|
re
|
Dutch tax opinion – Ferrari N.V. – Initial public offering of Shares – Form F-1 Filing
|
reference
|
19800114
|
1
|
INTRODUCTION
|
2
|
DEFINITIONS
|
2.1
|
Capitalised terms used but not (otherwise) defined herein are used as defined in the Registration Statement and in the Schedules to this opinion letter.
|
2.2
|
In this opinion letter:
|
3
|
SCOPE OF INQUIRY
|
3.1
|
For the purpose of rendering this opinion letter, we have only examined and relied upon electronically transmitted copy of the Registration Statement, except for the part in the Registration Statement under the caption "Tax Consequences - Material Netherlands Tax Consequences".
|
3.2
|
We have not reviewed any documents incorporated by reference or referred to in the Registration Statement and therefore our opinions do not extend to such documents.
|
4
|
NATURE OF OPINION
|
4.1
|
We only express an opinion on matters of Dutch tax law as it stands on the date of this opinion letter, excluding unpublished case law. The terms the "Netherlands" and "Dutch" in this opinion letter refer solely to the European part of the Kingdom of the Netherlands.
|
4.2
|
Our opinion is strictly limited to the matters stated herein. We do not express any opinion on matters of fact.
|
4.3
|
In this opinion letter Dutch concepts are sometimes expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to the concepts described by the same English term as they exist under the laws of other jurisdictions. The meaning to be attributed to such concepts shall be the meaning to be attributed to the equivalent Dutch concepts under Dutch tax law.
|
4.4
|
This opinion letter and any non-contractual obligations arising out of or in relation to this opinion letter are governed by Dutch law.
|
4.5
|
This opinion letter refers to the date hereof. No obligation is assumed to update this opinion letter or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date of this opinion letter, which may have effect on the opinions set out in this opinion letter.
|
4.6
|
This opinion letter is issued by Loyens & Loeff N.V. Individuals or legal entities that are involved in the services provided by or on behalf of Loyens & Loeff N.V. cannot be held liable in any manner whatsoever.
|
5
|
OPINIONS
|
5.1
|
Registration Statement
|
6
|
ADDRESSEES
|
6.1
|
This opinion letter is addressed to you in relation to and as an exhibit to the Registration Statement and may not be disclosed to and relied upon by any other person without our prior written consent other than as an exhibit to the Registration Statement. This opinion letter is not to be used or relied upon for any purpose other than in connection with the filing of the Registration Statement.
|
6.2
|
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to Loyens & Loeff N.V. under the heading "Tax Consequences - Material Netherlands Tax Consequences" in the Registration Statement. In giving the consent set out in the previous sentence, we do not thereby admit or imply that we are in the category of persons whose consent is required under Section 7 of the Securities Act or any rules and regulations of the SEC promulgated thereunder.
|
Yours faithfully,
|
|
||
Loyens & Loeff N.V.
|
|
||
/s/ Loyens & Loeff N.V.
|
|
/s/ Loyens & Loeff N.V.
|
|
|
|
|
Schedule 1
|
|
1
|
Documents
|
1.1
|
All signatures are genuine, all original documents are authentic and all copies are complete and conform to the originals.
|
1.2
|
The Registration Statement has been or will have been filed with the SEC and declared effective pursuant to the Securities Act.
|
1.
|
DEFINITIONS AND INTERPRETATION
|
1.1
|
In these terms and conditions the following words and expressions shall have the following meanings, except if the context requires otherwise:
|
Affiliate
|
with respect to any specified person, any other person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing;
|
Agent
|
the bank, depositary or trust appointed by the Board from time to time and in relation to the relevant jurisdiction in which Company’s shares are listed for trading. Computershare (U.S.) has been appointed as the first Agent;
|
Articles of Association
|
the articles of association of the Company as in effect from time to time;
|
Board
|
the board of directors of the Company;
|
Broker
|
the financial institution or broker at which the relevant Shareholder operates his securities account;
|
Business Day
|
a calendar day which is not a Saturday or a Sunday or a public holiday in the State of New York, United Kingdom, the Netherlands or any jurisdiction in which the Company’s shares are listed for trading;
|
Change of Control
|
has the meaning set out in the Articles of Association;
|
Change of Control Notification
|
a notification to be made by a Qualifying Shareholder in respect of whom a Change of Control has occurred, in accordance with the form annexed hereto as Exhibit A;
|
Common Shares
|
common shares in the share capital of the Company;
|
Company
|
(i) Ferrari N.V.
, a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 57991561 up to the Merger (as defined below) becoming effective, and thereafter (ii)
FE New N.V., to be renamed Ferrari N.V. upon the Merger becoming effective
, a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 64060977
;
|
Compensation Amount
|
has the meaning set out in clause 10;
|
Deed of Allocation
|
a private deed of allocation (
onderhandse akte van toekenning
) of Special Voting Shares, substantially in the form as annexed hereto as Exhibit B;
|
Deed of Withdrawal
|
a private deed of repurchase and transfer (
onderhandse akte van inkoop en overdracht
) of Special Voting Shares, substantially in the form as annexed hereto as Exhibit C;
|
Demerger
|
the legal demerger (
afsplitsing
) from FE Interim B.V., a private limited liability company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 64060438, to FE New N.V.
(to be renamed
Ferrari N.V. upon the Merger becoming effective)
, a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 64060977;
|
De-Registration Form
|
a form to be completed by a Shareholder requesting to de-register some or all of his Common Shares from the Loyalty Register, substantially in the form as annexed hereto as Exhibit D;
|
De-Registration Request
|
has the meaning set out in clause 7.1;
|
DTC
|
The Depository Trust Company;
|
Electing Common Shares
|
Common Shares registered in the Loyalty Register for the purpose of becoming Qualifying Common Shares in accordance with the Articles of Association;
|
Election Form
|
a form to be completed by a Shareholder requesting the Company to register some or all of his Common Shares in the Loyalty Register, substantially in the form as annexed hereto as Exhibit E;
|
Initial Allocation Procedures
|
means the procedures pursuant to which Special Voting Shares are allocated to Initial Qualifying Shareholders, as such procedures have been described in clause 6;
|
Initial Deed of Allocation
|
a private deed of allocation (
onderhandse akte van toekenning
) of Special Voting Shares between the Company and an Initial Qualifying Shareholder, substantially in the form as annexed hereto as Exhibit F;
|
Initial Election Form
|
a form to be completed by an Initial Qualifying Shareholder requesting the Company to register some or all of the Common Shares to be held by such Shareholder in the Loyalty Register and applying for a corresponding number of Special Voting Shares, substantially in the form as annexed hereto as Exhibit G;
|
Initial Qualifying Shareholders
|
has the meaning set out in clause 6.1;
|
IPO
|
the initial public offering of Common Shares;
|
Loyalty Intermediary Account
|
any securities account designated by the Company for the purpose of keeping in custody the Common Shares registered in the Loyalty Register;
|
Loyalty Register
|
has the meaning set out in the Articles of Association;
|
Loyalty Transferee
|
has the meaning set out in the Articles of Association;
|
Merger
|
the legal merger (
juridische fusie
) of Ferrari N.V.
, a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 57991561, with and into FE New N.V. (to be renamed
Ferrari N.V. upon this merger becoming effective)
, a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 64060977;
|
Power of Attorney
|
a power of attorney pursuant to which a Shareholder irrevocably authorizes and instructs the Agent to represent such Shareholder and act on such Shareholder’s behalf in connection with any issuance, allocation, acquisition, transfer and/or repurchase of any Special Voting Shares and/or Common Shares in accordance with and pursuant to these Terms and Conditions, as referred to in clauses 4.3 and 6.1.
|
Qualifying Common Shares
|
with respect to any Shareholder, (i) the number of Common Shares that has pursuant to the Initial Allocation Procedures, been allocated to such Shareholder and registered in the Loyalty Register and continue to be so registered in the name of such Shareholder or its Loyalty Transferee(s) and (ii) the number of Electing Common Shares that has for an uninterrupted period of at least three (3) years, or such shorter period determined in accordance with clause 5.2, been registered in the Loyalty Register in the name of such Shareholder or its Loyalty Transferee(s) and continue to be so registered. For the avoidance of doubt, it is not necessary that specific Common Shares satisfy the requirements as referred to under (i) and (ii) in order for a number of Common Shares to qualify as Qualifying Common Shares; accordingly, it is permissible for Common Shares to be substituted into the Loyalty Register for different Common Shares without affecting the total number of Qualifying Common Shares or the total number of Common Shares that would become Qualifying Common Shares after an uninterrupted period of at least three (3) years, or such shorter period determined in accordance with clause 5.2, after registration in the Loyalty Register, held by the Shareholder or its Loyalty Transferee(s);
|
Qualification Date
|
has the meaning as set out in clause 5.1;
|
Qualifying Shareholder
|
a holder of one or more Qualifying Common Shares;
|
Reference Price
|
the average closing price of a Common Share on the New York Stock Exchange calculated on the basis of the period of 20 trading days prior to the day of the breach as referred to in clause 10 or, if such day is not a Business Day, the preceding Business Day;
|
Regular Trading System
|
the system maintained and operated by DTC or the direct registration system maintained by the Agent, as applicable;
|
Request
|
has the meaning as set out in clause 4.1;
|
Shareholder
|
a holder of one or more Common Shares;
|
Special Voting Shares
|
special voting shares in the share capital of the Company;
|
Terms and Conditions
|
the terms and conditions established by this deed as they currently read and may be amended from time to time.
|
1.2
|
In these Terms and Conditions, unless the context requires otherwise:
|
(a)
|
references to a
person
shall be construed so as to include any individual, firm, legal entity (wherever formed or incorporated), governmental entity, joint venture, association or partnership;
|
(b)
|
the headings are inserted for convenience only and shall not affect the construction of this agreement;
|
(c)
|
the singular shall include the plural and
vice versa
;
|
(d)
|
references to one gender include all genders; and
|
(e)
|
references to times of the day are to local time in the relevant jurisdiction unless otherwise stated.
|
2.
|
PURPOSE OF SPECIAL VOTING SHARES
|
3.
|
R
OLE OF
A
GENT
|
3.1
|
The Agent shall on behalf of the Company manage, organize and administer the Loyalty Register and process the issuance, allocation, acquisition, sale, repurchase and transfer of Special Voting Shares and the transfer of Common Shares in accordance with these Terms and Conditions. In this respect, the Agent will represent the Company and process and sign on behalf of the Company all relevant documentation in respect of the Loyalty Intermediary Account, the Loyalty Register, the Special Voting Shares and the Common Shares, including - without limitation - deeds, confirmations, acknowledgements, transfer forms and entries in the Company’s register of shareholders.
|
3.2
|
In accordance with the Power of Attorney, the Agent shall accept instructions from Shareholders to act on their behalf in connection with the issuance, allocation, acquisition, sale, repurchase and transfer of Special Voting Shares and the transfer of Common Shares in accordance with these Terms and Conditions.
|
3.3
|
The Board shall ensure that up-to-date contact details of the Agent will be published on the Company’s corporate website.
|
4.
|
APPLICATION FOR SPECIAL VOTING SHARES - LOYALTY REGISTER
|
4.1
|
A Shareholder may at any time opt to become eligible for Special Voting Shares by requesting the Agent, acting on behalf of the Company, to register all or some of his Common Shares in the Loyalty Register. Such a request (a
Request
) will need to be made by the relevant Shareholder through its Broker, by submitting (i) a duly completed Election Form and (ii) a confirmation from the relevant Shareholder’s
Broker that such Shareholder holds title to the number of Common Shares included in the Request.
|
4.2
|
In respect of any number of Common Shares which are registered in the direct registration system maintained by the Agent, a Request may also be made by a Shareholder directly to the Agent, acting on behalf of the Company (i.e. not through the intermediary services of a Broker), provided, however, that the Agent may in such case set additional rules and procedures to validate any such Request, including - without limitation - the verification of the identity of the relevant Shareholder, the evidence with respect to such Shareholder’s title to the number of Common Shares, included in the Request and the authenticity of such Shareholder’s submission.
|
4.3
|
Together with the Election Form, the relevant Shareholder must submit a duly signed Power of Attorney, irrevocably instructing and authorizing the Agent to act on his behalf and to represent him in connection with the issuance, allocation, acquisition,
|
4.4
|
The Company and the Agent may establish an electronic registration system in order to allow for the submission of Requests by email or other electronic means of communication. The Company will publish the procedure and details of any such electronic facility, including registration instructions, on its corporate website.
|
4.5
|
Upon receipt of the Election Form, the Broker confirmation, if applicable, as referred to in clause 4.1 and the Power of Attorney, the Agent will examine the same and use its reasonable efforts to inform the relevant Shareholder, through his Broker, as to whether the Request is accepted or rejected (and, if rejected, the reasons why) within ten Business Days of receipt of the above-mentioned documents. The Agent may reject a Request for reasons of incompleteness or incorrectness of the Election Form, the Power of Attorney or the Broker confirmation, if applicable, as referred to in clause 4.1 or in case of serious doubts with respect to the validity or authenticity of such documents. If the Agent requires further information from the relevant Shareholder in order to process the Request, then such Shareholder shall provide all necessary information and assistance required by the Agent in connection therewith.
|
4.6
|
If the Request is accepted, then the designated number of Common Shares will be taken out of the Regular Trading System or transferred to the Loyalty Intermediary Account (as applicable) and will be registered in the Loyalty Register in the name of the requesting Shareholder (and not in the name of any custodian, Broker, bank or nominee).
|
4.7
|
Without prejudice to clause 4.8, the transfer of Common Shares from the Regular Trading System or to the Loyalty Intermediary Account (as applicable) and the registration of Common Shares in the Loyalty Register will not affect the nature of such shares, nor any of the rights attached thereto. All Common Shares will continue to be part of the class of common shares in which they were issued, and any stock exchange listing or registration with the U.S. Securities and Exchange Commission shall continue to apply to such shares. All Common Shares shall be identical in all respects.
|
4.8
|
Once any number of Common Shares is included in the Loyalty Register by a Shareholder:
|
(a)
|
such Shareholder shall not, directly or indirectly, sell, dispose of, trade or transfer such number of Common Shares, or otherwise grant any right or interest therein (other than to a Loyalty Transferee of such Shareholder);
|
(b)
|
such Shareholder may create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over such Common Shares or any
|
(c)
|
such Shareholder wanting to, directly or indirectly, sell, dispose of, trade or transfer such number of Common Shares (other than to a Loyalty Transferee), or create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over such Common Shares or any interest in any such Common Shares without maintaining the voting rights in respect of such Common Shares, will need, either directly or through such Shareholder’s Broker pursuant to a power of attorney, to submit a De-Registration Request as referred to in clause 7.1.
|
4.9
|
In addition to the procedures referred to in clauses 3.1 and 4.3, the Company and the Agent will establish a procedure with DTC to facilitate the transfer of Common Shares in accordance with these Terms and Conditions.
|
5.
|
ALLOCATION OF SPECIAL VOTING SHARES
|
5.1
|
As per the date on which a number of Common Shares has been registered in the Loyalty Register in the name of one and the same Shareholder or a Loyalty Transferee of such Shareholder for an uninterrupted period of three years or such shorter period as determined in accordance with clause 5.2 (the
Qualification Date
), such number of Common Shares will become Qualifying Common Shares and the holder thereof will be entitled to receive one Special Voting Share in respect of each of such Qualifying Common Shares and therefore any transfer of such number of Common Shares between such Shareholder and any Loyalty Transferee shall be deemed not to interrupt the three year period referred to in this clause 5.1.
The Merger shall also be deemed not to interrupt the three year period referred to in this clause 5.1.
|
5.2
|
If Common Shares are or have been acquired pursuant to the Demerger and/or the Merger and a Request is submitted by a person of whom a number of common shares in FCA and/or the Company are or were registered in the loyalty register of FCA and/or the Company, the period of three years referred to in clause 5.1 shall in respect of a corresponding number of Common Shares be deemed to have commenced on the date of initial registration of such common shares in FCA and/or the Company in the loyalty register of FCA and/or the Company, as applicable, provided that such Request is submitted within one month after the effective date of the Demerger. For the purpose of this clause 5.2 the defined term Company shall be deemed to refer to Ferrari N.V., a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 57991561.
|
5.3
|
On the Qualification Date, the Agent will, on behalf of both the Company and the relevant Qualifying Shareholder, process the execution of a Deed of Allocation pursuant to which such number of Special Voting Shares will be allocated to the Qualifying Shareholder as will correspond to the number of newly Qualifying Common Shares.
|
5.4
|
Any allocation of Special Voting Shares to a Qualifying Shareholder will be effectuated for no consideration (
om niet
) and be subject to these Terms and Conditions. The par value of newly issued Special Voting Shares will be funded out of, and debited to, the part of the reserves of the Company that is labelled “Special Capital Reserve”.
|
6.
|
INITIAL ALLOCATION PROCEDURES
|
6.1
|
In addition to the registration and allocation procedures set out in clauses 4 and 5, Special Voting Shares will be allocated (a) to Shareholders who prior to the IPO have complied with the requirement to submit a duly completed Initial Election Form no later than 5 Business Days prior to the IPO, which contains a Power of Attorney and have not withdrawn such election, (b) to Shareholders eligible to receive Special Voting Shares pursuant to the Demerger and (c) to Shareholders eligible to receive Special Voting Shares pursuant to the Merger (
Initial Qualifying Shareholders
).
|
6.2
|
The Common Shares to be acquired by Initial Qualifying Shareholders will be held in the Loyalty Intermediary Account and registered in the Loyalty Register in accordance with the Initial Allocation Procedures. Following such registration, each Initial Qualifying Shareholder shall be entitled to such number of Special Voting Shares as correspond to the number of Common Shares registered in the name of such Initial Qualifying Shareholder in the Loyalty Register.
|
6.3
|
The allocation of Special Voting Shares to Initial Qualifying Shareholders will be carried out by the Agent on behalf of and as hereby authorized by both the Company and the Initial Qualifying Shareholders, by execution of an Initial Deed of Allocation. For the avoidance of doubt, any allocation of Special Voting Shares to Initial Qualifying Shareholders will be carried out for no consideration (
om niet
) and will be subject to these Terms and Conditions. The nominal value of newly issued Special Voting Shares will be funded out of, and debited to, the part of the reserves of the Company that is labelled “Special Capital Reserve”.
|
7.
|
DE-REGISTRATION – WITHDRAWAL OF SPECIAL VOTING SHARES
|
7.1
|
A Shareholder with Common Shares registered in the Loyalty Register may at any time request the Agent acting on behalf of the Company to de-register some or all of such Common Shares registered in the Loyalty Register and, to the extent that the relevant Common Shares are held outside the Regular Trading System, to transfer such Common Shares back to the Regular Trading Register. Such a request (a
De-Registration Request
) must be made by the relevant Shareholder through its Broker, by submitting a duly completed De- Registration Form.
|
7.2
|
A De-Registration Request may also be made by a Shareholder directly to the Agent acting on behalf of the Company (i.e. not through the intermediary services of a Broker); provided, however, that the Agent may in such case set additional rules and procedures to validate any such De-Registration Request, including - without limitation - the verification of the identity of the relevant Shareholder and the authenticity of such Shareholder’s submission.
|
7.3
|
By means of and immediately upon a Shareholder submitting the De-Registration Form, such Shareholder shall have waived all rights to cast any votes that accrue to the Special Voting Shares concerned in the De-Registration Form.
|
7.4
|
Upon receipt of the duly completed De-Registration Form, the Agent will examine the same and procure that such number of Common Shares as specified in the De-Registration Form will be transferred from the Loyalty Intermediary Account, or, if the relevant Common Shares are held outside the Regular Trading System, to the Regular Trading System, as promptly as practible, but in any event within three Business Days of receipt of the De-Registration Form.
|
7.5
|
Upon de-registration from the Loyalty Register, such Common Shares will no longer qualify as Electing Common Shares or Qualifying Common Shares, as the case may be, and the holder of the relevant shares will no longer be entitled to hold a corresponding number of Special Voting Shares allocated in respect of any such Common Shares which qualify as Qualifying Common Shares and will be bound to offer and transfer such number of Special Voting Shares to the Company, and the Company will accept and acquire such number of Special Voting Shares, for no consideration (
om niet
).
|
7.6
|
The offering and transfer of the Special Voting Shares referred to in clause 7.5 by the relevant Shareholder to the Company and the repurchase and acquisition of such shares by the Company will be processed by the Agent on behalf of both the Company and the relevant Shareholder, by execution of a Deed of Withdrawal.
|
7.7
|
Upon completion of the repurchase of Special Voting Shares as referred to in clauses 7.5 and 7.6, the Company may proceed with the withdrawal and cancellation of such shares or, alternatively, continue to hold such shares as treasury stock until their disposal in accordance with the Articles of Association and these Terms and Conditions.
|
7.8
|
If the Company determines (in its discretion) that a Shareholder has taken any action a principal purpose of which is to avoid the application of clause 4.8 under (a) or (b) regarding transfer restrictions, clause 8 regarding transfer restrictions or clause 9 regarding a Change of Control of such Shareholder, the Company may instruct the Agent to transfer such Shareholder’s number of Common Shares registered in the Loyalty Register from the Loyalty Intermediary Account, or, if the relevant Common Shares are held outside the Regular Trading System, to the Regular Trading System and such Shareholder shall immediately be deemed to have (i) waived all rights to cast any votes that accrue to any Special Voting Shares allocated in respect of such number of Common Shares and (ii) transferred such Special Voting Shares allocated in respect thereof to the Company for no consideration (
om niet
).
|
7.9
|
For the avoidance of doubt, no Shareholder required to transfer Special Voting Shares pursuant to clause 7.5 or clause 7.8 shall be entitled to any purchase price referred to in the articles 5.5 or 13.5 of the Articles of Association for such Special Voting Shares and each Shareholder waives its rights in that respect, which waiver the Company hereby accepts and authorizes the Agent to take any and all actions in respect of the Common Shares and Special Voting Shares to give effect to the Terms and Conditions.
|
8.
|
TRANSFER RESTRICTIONS
|
8.1
|
In view of the purpose of the Special Voting Shares (as set out in clause 2) and the obligation of a Shareholder to re-transfer his Special Voting Shares to the Company as referred to in clauses 7.5, 7.8 and 9, no Shareholder shall, directly or indirectly:
|
(a)
|
sell, dispose of or transfer any Special Voting Share or otherwise grant any right or interest therein; or
|
(b)
|
create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any Special Voting Share or any interest in any Special Voting Share.
|
8.2
|
Notwithstanding the foregoing, upon any transfer of Qualifying Common Shares to a Loyalty Transferee in accordance with the terms hereof, the associated Special Voting Shares shall also be transferred to such Loyalty Transferee.
|
9.
|
CHANGE OF CONTROL
|
9.1
|
Upon the occurrence of a Change of Control in respect of a Qualifying Shareholder or a Shareholder with Common Shares registered in the Loyalty Register, such Shareholder must promptly notify the Agent and the Company thereof, by submitting a Change of Control Notification, and must make a De-Registration Request as referred to in clauses 7.1 and 7.2.
|
9.2
|
The procedures described in clauses 7.3, 7.4, 7.5, 7.6, 7.7 and 7.9 will apply accordingly to the De-Registration Request submitted pursuant to clause 9.1.
|
9.3
|
Notwithstanding that the Agent and the Company have not received a Change of Control Notification, upon the Company becoming aware that a Change of Control has occurred, the Company may provide the Agent with notice thereof and instruct the Agent to transfer such Shareholder’s shares registered in the Loyalty Register from the Loyalty Intermediary Account, or, if the relevant Common Shares are held outside the Regular Trading System, to the Regular Trading System, in which case the procedures of clauses 7.8 and 7.9 will apply
mutatis mutandis
.
|
10.
|
BREACH, COMPENSATION PAYMENT
|
11.
|
LOYALTY REGISTER
|
12.
|
AMENDMENT OF THESE TERMS AND CONDITIONS
|
12.1
|
These Terms and Conditions:
|
(a)
|
have been established by the board of directors and approved by the general meeting of shareholders of
Ferrari N.V.
, a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 57991561, on
l
2015; and
|
(b)
|
have been established by the board of directors and approved by the general meeting of shareholders of FE New N.V.
, to be renamed Ferrari N.V. upon the Merger becoming effective
, a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 64060977,on
l
2015.
|
12.2
|
These Terms and Conditions may be amended pursuant to a resolution by the Board, provided, however, that any amendment that is not merely technical and is material to Shareholders that are registered in the Loyalty Register, will be subject to the approval of the general meeting of shareholders of the Company unless such amendment is required to ensure compliance with applicable law or regulations or the listing rules of any securities exchange on which the Common Shares are listed.
|
12.3
|
Any amendment of the Terms and Conditions shall require a private deed to that effect.
|
12.4
|
The Company shall publish any amendment of these Terms and Conditions on the Company’s corporate website and notify the Qualifying Shareholders of any such amendment through their Brokers.
|
13.
|
C
OSTS
|
14.
|
GOVERNING LAW, DISPUTES
|
14.1
|
These Terms and Conditions are governed by and construed in accordance with the laws of the Netherlands.
|
14.2
|
Any dispute in connection with these Terms and Conditions and/or the Special Voting Shares and/or Common Shares and/or Qualifying Common Shares will be brought before the courts of Amsterdam, the Netherlands.
|
DEMERGER PROPOSAL – VOORSTEL TOT SPLITSING
|
17 SEPTEMBER 2015
|
|
FIAT CHRYSLER AUTOMOBILES N.V.
|
&
|
FE INTERIM B.V.
|
|
|
|
DEMERGER PROPOSAL
|
|
VOORSTEL TOT SPLITSING
|
The boards of directors of:
|
|
De besturen van:
|
1.
Fiat Chrysler Automobiles N.V.
, a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, and its registered office address at 25 St. James’s Street, SW1A 1HA London, United Kingdom, registered with the Dutch trade register under number 60372958 (
FCA
); and
|
|
1.
Fiat Chrysler Automobiles N.V.
, een naamloze vennootschap naar Nederlands recht, statutair gevestigd te Amsterdam en kantoorhoudende te 25 St. James’s Street, SW1A 1HA, Londen, Verenigd Koninkrijk, ingeschreven in het handelsregister onder nummer 60372958 (
FCA
); en
|
2.
FE Interim B.V.
, a private limited liability company under Dutch law, having its official seat in Amsterdam, the Netherlands, and its registered office address at Via Abetone Inferiore N.4, I-41053, Maranello, Italy, registered with the Dutch trade register under number 64060438 (
Acquiring Company
),
|
|
2.
FE Interim B.V.
, een besloten vennootschap met beperkte aansprakelijkheid naar Nederlands recht, statutair gevestigd te Amsterdam en kantoorhoudende te Via Abetone Inferiore N.4, I-41053, Maranello, Italië, ingeschreven in het handelsregister onder nummer 64060438 (
Verkrijgende Vennootschap
),
|
FCA and the Acquiring Company are hereinafter together also referred to as:
Demerging Companies
,
|
|
FCA en de Verkrijgende Vennootschap worden hierna gezamenlijk aangeduid als:
Splitsende Vennootschappen
,
|
whereas,
|
|
in aanmerking nemende,
|
(A) none of the Demerging Companies has a supervisory board;
|
|
(A) bij geen van de Splitsende Vennootschappen is een raad van commissarissen ingesteld;
|
(B) the Demerging Companies have not been dissolved or declared bankrupt, nor has a suspension of payment been declared with respect to the Demerging Companies;
|
|
(B) de Splitsende Vennootschappen zijn niet ontbonden en verkeren niet in staat van faillissement, noch hebben zij surseance van betaling aangevraagd;
|
(C) there are no holders of shares without voting rights or shares without profit rights in the capital of the Acquiring Company, nor are there holders of depositary receipts for shares in the capital of the Acquiring Company that have meeting rights;
|
|
(C) er zijn geen houders van aandelen zonder stemrecht of aandelen zonder winstrecht in het kapitaal van de Verkrijgende Vennootschap, noch zijn er houders van certificaten van aandelen in het kapitaal van de Verkrijgende Vennootschap met vergaderrecht;
|
(D) none of the Demerging Companies or their subsidiaries have a works council entitled to render advice in respect of the Demerger (as defined below); and
|
|
(D) geen van de Splitsende Vennootschappen of hun dochtermaatschappijen heeft een ondernemingsraad die het recht heeft om advies te geven met betrekking tot de Splitsing (zoals hierna gedefinieerd); en
|
(E) there is no trade union entitled to render comments in respect of the Demerger that has amongst its members employees of (a subsidiary of) one of the Demerging Companies,
|
|
(E) er is geen vereniging van werknemers die werknemers van (een dochtermaatschappij van) één van de Splitsende Vennootschappen onder haar leden telt die het recht heeft om opmerkingen in te dienen met betrekking tot de Splitsing,
|
propose a demerger (
Demerger
) in accordance with Title 7, Book 2 of the Dutch Civil Code (
DCC
) at which FCA will continue to exist and as a consequence whereof:
|
|
stellen voor een splitsing (
Splitsing
) in de zin van Titel 7 van Boek 2 van het Burgerlijk Wetboek (
BW
) tot stand te brengen waarbij FCA zal blijven bestaan en als gevolg waarvan:
|
- the Acquiring Company will acquire a part of the assets of FCA under a universal title of succession; and
|
|
- de Verkrijgende Vennootschap een deel van het vermogen van FCA onder algemene titel zal krijgen; en
|
- the shareholders of FCA will be granted shares in the capital of the Acquiring Company.
|
|
- de aandeelhouders van FCA aandelen in het kapitaal van de Verkrijgende Vennootschap krijgen toegekend.
|
This Demerger proposal will be filed and published in accordance with the applicable laws and regulations. The Demerger proposal will also be made available on the corporate website of FCA (
www.fcagroup.com
) and at the registered office address of FCA and the Acquiring Company for inspection by whomever is entitled thereto by applicable law.
|
|
Dit voorstel tot Splitsing zal worden gedeponeerd en gepubliceerd in overeenstemming met de toepasselijke wetten en regelgeving. Het voorstel tot Splitsing zal ook beschikbaar worden gesteld op de bedrijfswebsite van FCA (
www.fcagroup.com
) en ten kantore van FCA en de Verkrijgende Vennootschap ter inzage worden gelegd voor degenen die daartoe volgens toepasselijk recht gerechtigd zijn.
|
Pursuant to Section 2:334n DCC, the Demerger shall be executed in accordance with the relevant provisions of Dutch law and as such will become effective on the day following the day on which the notarial deed of Demerger is executed before a civil law notary, officiating in the Netherlands (
Demerger Effective Date
).
|
|
Ingevolge artikel 2:334n BW zal de Splitsing worden uitgevoerd in overeenstemming met de relevante bepalingen van Nederlands recht en zodanig van kracht worden op de dag volgend op de dag waarop de notariële akte van Splitsing wordt verleden voor een notaris met plaats van vestiging in Nederland (
Splitsing Effectieve Datum
).
|
Prior to the effectiveness of the Demerger, New Business Netherlands NV (as defined below), will complete a restructuring
inter alia
including the acquisition of all shares in the capital of Ferrari S.p.A. (
Restructuring
).
|
|
Voorafgaand aan het van kracht worden van de Splitsing, zal New Business Netherlands NV (zoals hierna gedefinieerd) een herstructurering voltooien onder meer inhoudende de verkrijging van alle aandelen in het kapitaal van Ferrari S.p.A. (
Herstructurering
).
|
The Acquiring Company will effect a subsequent demerger in accordance with Title 7, Book 2 of the DCC to FE New N.V., a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 64060977, to be renamed Ferrari N.V. (
FE New NV
), as a consequence whereof (i) the Acquiring Company will continue to exist, (ii) FE New NV will acquire part of the assets of the Acquiring Company under universal title of succession and (iii) the shareholders of the Acquiring Company will become shareholders of FE New NV (
Subsequent Demerger
).
|
|
De Verkrijgende Vennootschap zal een opvolgende splitsing in de zin van Titel 7 van Boek 2 van het BW tot stand brengen naar FE New NV, een naamloze vennootschap naar Nederlands recht, gevestigd te Amsterdam, ingeschreven in het handelsregister onder nummer 64060977, waarvan de naam zal worden gewijzigd in Ferrari N.V. (
FE New NV
), als gevolg waarvan (i) de Verkrijgende Vennootschap zal blijven bestaan, (ii) FE New NV een deel van het vermogen van de Verkrijgende Vennootschap onder algemene titel zal verkrijgen en (iii) de aandeelhouders van de Verkrijgende Vennootschap aandeelhouders van FE New NV zullen worden (
Opvolgende Splitsing
).
|
The data to be mentioned pursuant to the Sections 2:334f and 2:334y DCC are as follows:
|
|
De ingevolge de artikelen 2:334f en 2:334y BW te vermelden gegevens zijn de volgende:
|
1 Type of legal entity, name and official seat of the Demerging Companies
|
|
1 Rechtsvorm, naam en zetel van de Splitsende Vennootschappen
|
1.1 FCA
|
|
1.1 FCA
|
The public company under Dutch law Fiat Chrysler Automobiles N.V., having its official seat in Amsterdam, the Netherlands.
|
|
De naamloze vennootschap naar Nederlands recht Fiat Chrysler Automobiles N.V., gevestigd te Amsterdam.
|
1.2 Acquiring Company
|
|
1.2 Verkrijgende Vennootschap
|
The private limited liability company under Dutch law FE Interim B.V., having its official seat in Amsterdam, the Netherlands.
|
|
De besloten vennootschap met beperkte aansprakelijkheid naar Nederlands recht FE Interim B.V., gevestigd te Amsterdam.
|
2 Articles of association of FCA and the Acquiring Company
|
|
2 Statuten van FCA en van de Verkrijgende Vennootschap
|
2.1 FCA
|
|
2.1 FCA
|
The articles of association of FCA were most recently amended by a deed of amendment to the articles of association executed on 11 October 2014 before G.M. Portier, civil law notary officiating in Amsterdam, the Netherlands, which amendment to the articles of association came into effect on 12 October 2014. The consecutive wording of the current articles of association of FCA is attached to this Demerger proposal as
Annex A
.
|
|
De statuten van FCA zijn laatstelijk gewijzigd bij akte van statutenwijziging verleden op 11 oktober 2014 voor mr. G.M. Portier, notaris met plaats van vestiging in Amsterdam, welke statutenwijziging van kracht is geworden op 12 oktober 2014. De doorlopende tekst van de huidige statuten van FCA is als
Bijlage A
aan dit voorstel tot Splitsing gehecht.
|
The articles of association of FCA shall not be amended in connection with the Demerger.
|
|
De statuten van FCA zullen ter gelegenheid van de Splitsing niet gewijzigd worden.
|
2.2 Acquiring Company
|
|
2.2 Verkrijgende Vennootschap
|
The articles of association of the Acquiring Company were drawn up by a deed of incorporation executed on 4 September 2015 before G.M. Portier, aforementioned. The consecutive wording of the current articles of association of the Acquiring Company is attached to this Demerger proposal as
Annex B
.
|
|
De statuten van de Verkrijgende Vennootschap zijn vastgesteld bij akte van oprichting verleden op 4 september 2015 voor mr. G.M. Portier, voornoemd. De doorlopende tekst van de huidige statuten van de Verkrijgende Vennootschap is als
Bijlage B
aan dit voorstel tot Splitsing gehecht.
|
The articles of association of the Acquiring Company shall not be amended in connection with the Demerger.
|
|
De statuten van de Verkrijgende Vennootschap zullen ter gelegenheid van de Splitsing niet gewijzigd worden.
|
3 Transfer of assets and liabilities FCA
|
|
3 Overgang vermogen FCA
|
A part of the assets of FCA will transfer to the Acquiring Company; see below under 4. No liabilities of FCA will transfer to the Acquiring Company.
|
|
Een deel van het vermogen van FCA gaat over op de Verkrijgende Vennootschap; zie verder hierna onder 4. Er zullen geen schulden van FCA overgaan op de Verkrijgende Vennootschap.
|
4 Detailed description of the assets and liabilities that transfer to the Acquiring Company and of the assets and liabilities that remain with FCA
|
|
4 Nauwkeurige beschrijving van de vermogensbestanddelen die overgaan op de Verkrijgende Vennootschap en van de vermogensbestanddelen die FCA zal behouden
|
4.1 Acquiring Company
|
|
4.1 Verkrijgende Vennootschap
|
To the Acquiring Company will only transfer the following assets:
|
|
Op de Verkrijgende Vennootschap gaan slechts de volgende vermogensbestanddelen over:
|
- all common and special voting shares held by FCA at the moment the Demerger becomes effective in the capital of New Business Netherlands N.V. (to be renamed Ferrari N.V.), having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 57991561 (
New Business Netherlands NV
); and
|
|
- alle gewone aandelen en bijzondere stemrechtaandelen gehouden door FCA per het moment van het van kracht worden van de Splitsing in het kapitaal van New Business Netherlands N.V. (waarvan de naam zal worden gewijzigd in Ferrari N.V.), gevestigd te Amsterdam, ingeschreven in het handelsregister onder nummer 57991561 (
New Business Netherlands NV
); en
|
- an amount in cash (euro) equal to the aggregate amount of the nominal capital to be allocated by the Acquiring Company pursuant to the Demerger (
Cash Amount
).
|
|
- een bedrag in contanten (euro) gelijk aan het gezamenlijk bedrag van het nominale kapitaal dat door de Verkrijgende Vennootschap toegekend wordt als gevolg van de Splitsing (
Bedrag in Contanten
).
|
4.2 FCA
|
|
4.2 FCA
|
Other than the assets listed under 4.1 above, all assets and liabilities of FCA will remain with FCA. No liabilities of FCA will transfer to the Acquiring Company.
|
|
Anders dan de vermogensbestanddelen hierboven vermeld onder 4.1, worden alle vermogensbestanddelen van FCA behouden door FCA. Er zullen geen schulden van FCA overgaan op de Verkrijgende Vennootschap.
|
The auditor’s statement issued by KPMG Accountants N.V. pursuant to Section 2:334aa paragraph 2 DCC is attached to this Demerger proposal as
Annex C
.
|
|
De accountantsverklaring afgegeven door KPMG Accountants N.V. als bedoeld in artikel 2:334aa lid 2 BW is als
Bijlage C
aan dit voorstel tot Splitsing gehecht.
|
4.3 Pro forma profit and loss accounts
|
|
4.3 Pro forma winst- en verliesrekeningen
|
The pro forma profit and loss accounts of the Acquiring Company and of FCA as of 30 June 2015 are attached to this Demerger proposal as
Annex D1
and
Annex D2
respectively.
|
|
De pro forma winst- en verliesrekeningen van de Verkrijgende Vennootschap en van FCA per 30 juni 2015 zijn als
Bijlage D1
respectievelijk
Bijlage D2
aan dit voorstel tot Splitsing gehecht.
|
5 Value of the assets and liabilities that the Acquiring Company will acquire and value of the assets and liabilities that remain with FCA
|
|
5 Waarde van het vermogen dat de Verkrijgende Vennootschap zal verkrijgen en waarde van het vermogen dat FCA zal behouden
|
The value of the part of the assets that the Acquiring Company will acquire at the Demerger, established to comply with Section 2:334f paragraph 2 under (e) DCC, as of 31 December 2014 and 30 June 2015 is EUR 50,000 plus the Cash Amount. Based on the current issued and outstanding nominal share capital of FCA and the Exchange Ratio (as defined below) the Cash Amount would be EUR 16,649,915.81. In case FCA issues shares in its capital after the date of this Demerger proposal, the Cash Amount will increase with an amount equal to the aggregate nominal value of the additional shares issued. The maximum Cash Amount is EUR 25,000,000, which is the maximum nominal share capital that can be issued under the Acquiring Company’s authorized share capital.
|
|
De waarde van het deel van het vermogen dat de Verkrijgende Vennootschap bij de Splitsing zal verkrijgen, vastgesteld om te voldoen aan artikel 2:334f lid 2 sub (e) BW, per 31 december 2014 en per 30 juni 2015 is EUR 50.000 vermeerderd met het Bedrag in Contanten. Op grond van het huidige geplaatste en uitstaande nominale aandelenkapitaal van FCA en de Ruilverhouding (zoals hierna gedefinieerd) zou het Bedrag in Contanten EUR 16.649.915,81 bedragen. In geval FCA aandelen in haar kapitaal na de datum van dit voorstel tot Splitsing uitgeeft, zal het Bedrag in Contanten toenemen met een bedrag gelijk aan de gezamenlijke nominale waarde van de additioneel uitgegeven aandelen. Het maximum Bedrag in Contanten is EUR 25.000.000, zijnde het maximale nominale aandelenkapitaal dat uitgegeven kan worden binnen het maatschappelijk kapitaal van de Verkrijgende Vennootschap.
|
Based on the above, the value of the part of the assets that will transfer to the Acquiring Company is between EUR 16,699,915.81 and EUR 25,000,000 as of 31 December 2014 and 30 June 2015.
|
|
Op grond van het bovenstaande, ligt de waarde van het deel van het vermogen dat zal overgaan op de Verkrijgende Vennootschap tussen EUR 16.699.915,81 en EUR 25.000.000 per 31 december 2014 en 30 juni 2015.
|
Also based on the above, the value of the assets and liabilities that will remain with FCA, established to comply with Section 2:334f paragraph 2 under (e) DCC, is between EUR 13,400 million and EUR 13,408 million as of 31 December 2014 and between EUR 14,653 million and EUR 14,661 million as of 30 June 2015.
|
|
Eveneens op grond van het bovenstaande, ligt de waarde van het vermogen dat FCA zal behouden, vastgesteld om te voldoen aan artikel 2:334f lid 2 sub (e) BW, tussen EUR 13.400 miljoen en EUR 13.408 miljoen per 31 december 2014 en tussen EUR 14.653 miljoen en EUR 14.661 miljoen per 30 juni 2015.
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No shares in the capital of the Acquiring Company will be allocated to FCA in the Demerger.
|
|
In het kader van de Splitsing worden geen aandelen in het kapitaal van de Verkrijgende Vennootschap toegekend aan FCA.
|
As a result of the Restructuring it is expected that the respective values mentioned above will change significantly.
|
|
Als gevolg van de Herstructurering zullen naar verwachting de respectievelijke waarden als hierboven vermeld significant wijzigen.
|
As FCA complies with the requirements in Section 5:25d of the Act on financial supervision (
Wet op het financieel toezicht
) with respect to half-year financial reporting, Section 2:334g paragraph 2 DCC does not apply to FCA in this Demerger and FCA is exempted from the requirement to publish interim financial statements referred to in that Section of the DCC. The aforementioned values have been determined on the basis of the relevant book value as of the day to which respectively FCA’s annual accounts and half-year financial statements as of 30 June 2015 of FCA relate.
|
|
Aangezien FCA voldoet aan de vereisten genoemd in artikel 5:25d Wet op het financieel toezicht met betrekking tot halfjaarlijkse financiële verslaggeving, is artikel 2:334g lid 2 BW niet van toepassing op FCA in deze Splitsing en is FCA vrijgesteld van het vereiste om een tussentijdse vermogensopstelling als bedoeld in dat artikel van het BW te publiceren. De voormelde waarden zijn vastgesteld op basis van de relevante boekwaarde per de dag waarop FCA’s jaarrekening respectievelijk halfjaarlijkse financiële verslaggeving per 30 juni 2015 betrekking heeft.
|
The interim financial statement of the Acquiring Company as referred to in Section 2:334g paragraph 2 DCC as of 8 September 2015 is attached to this Demerger proposal as
Annex E
.
|
|
De tussentijdse vermogensopstelling van de Verkrijgende Vennootschap als bedoeld in artikel 2:334g lid 2 BW per 8 september 2015 is als
Bijlage E
aan dit voorstel tot Splitsing gehecht.
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6 Rights and compensations at the expense of the Acquiring Company granted pursuant to Section 2:334p DCC
|
|
6 Rechten en vergoedingen ten laste van de Verkrijgende Vennootschap toegekend ingevolge artikel 2:334p BW
|
In connection with the 7.875% mandatory convertible security (
MCS
) issued by FCA in accordance with the indenture dated 16 December 2014 among FCA and The Bank of New York Mellon as trustee (
Indenture
) and outstanding immediately prior to the Demerger Effective Date, the holders of the MCS shall receive such number of common shares in the capital of FE New NV as agreed in and determined pursuant to the terms of the Indenture, compensating them for the financial effects of the Demerger, and as a consequence no rights and compensations will be granted to the holders of the MCS at the expense of the Acquiring Company.
|
|
In samenhang met het 7,875% verplicht converteerbaar effect (
MCS
) uitgegeven door FCA in overeenstemming met de indenture met datum 16 december 2014 tussen FCA en The Bank of New York Mellon als trustee (
Indenture
) en dat onmiddellijk voorafgaand aan de Splitsing Effectieve Datum uitstaat, zullen de houders van de MCS een zodanig aantal gewone aandelen in het kapitaal van FE New NV verkrijgen als overeengekomen in en bepaald volgens de voorwaarden van de Indenture, om hen te compenseren voor de financiële effecten van de Splitsing, en als gevolg waarvan geen rechten en vergoedingen ten laste van de Verkrijgende Vennootschap aan de houders van de MCS worden toegekend.
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In connection with any outstanding compensation plans (
Compensation Plans
) of FCA, the number of rights to acquire shares in FCA held by the beneficiaries under the Compensation Plans shall be adjusted to compensate such beneficiaries for the financial consequences of the Demerger in accordance with the terms of the Compensation Plans and therefore no rights and compensations will be granted to the beneficiaries under the Compensation Plans at the expense of the Acquiring Company.
|
|
In samenhang met elk uitstaand beloningsplan (
Beloningsplannen
) van FCA, zal het aantal rechten om aandelen in FCA te verkrijgen, gehouden door de begunstigden onder de Beloningsplannen, aangepast worden om deze begunstigden te compenseren voor de financiële consequenties van de Splitsing overeenkomstig de voorwaarden van de Beloningsplannen en daarom zullen geen rechten en vergoedingen aan de begunstigden onder de Beloningsplannen ten laste van de Verkrijgende Vennootschap worden toegekend.
|
Since there are no other persons than the holders of the MCS or the beneficiaries under the Compensation Plans who, in any other capacity than as shareholder, have special rights against FCA, no special rights and compensations will be granted at the expense of the Acquiring Company to anyone.
|
|
Aangezien er geen andere personen dan de houders van de MCS of de begunstigden onder de Compensatieplannen die, anders dan als aandeelhouder, speciale rechten hebben ten aanzien van FCA, worden er geen speciale rechten en vergoedingen aan iemand toegekend ten laste van de Verkrijgende Vennootschap.
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7 Benefits to be granted to members of the boards of directors of the Demerging Companies or to others involved with the Demerger, in connection with the Demerger
|
|
7 Voordelen, welke in verband met de Splitsing aan leden van het bestuur van de Splitsende Vennootschappen of aan anderen betrokken bij de Splitsing worden toegekend
|
No benefits will be granted to members of the boards of directors of FCA or the Acquiring Company or to others involved with the Demerger, other than in such person’s capacity as shareholder of FCA.
|
|
Er worden geen voordelen toegekend aan leden van het bestuur van FCA of de Verkrijgende Vennootschap of aan anderen betrokken bij de Splitsing, anders dan aan anderen in hoedanigheid van aandeelhouder van FCA.
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8 Intentions with regard to the composition of the boards of directors of the Demerging Companies after the Demerger
|
|
8 Voornemens over de samenstelling van het bestuur van de Splitsende Vennootschappen na de Splitsing
|
8.1 FCA
|
|
8.1 FCA
|
The current composition of the board of directors of FCA is as follows:
|
|
De huidige samenstelling van het bestuur van FCA is als volgt:
|
executive directors:
-
John Philip Elkann; and
-
Sergio Marchionne,
|
|
uitvoerende bestuurders:
- John Philip Elkann; en
- Sergio Marchionne,
|
non-executive directors:
-
Andrea Agnelli;
-
Tiberto Brandolini d’Adda;
-
Glenn Peter Jonathan Earle;
-
Valerie Anne Mars;
-
Ruth Jean Simmons;
-
Ronald Lurie Thompson;
-
Patience Jane Wheatcroft;
-
Stephen Michael Wolf; and
-
Ermenegildo Zegna di Monte Rubello.
|
|
niet-uitvoerende bestuurders:
- Andrea Agnelli;
- Tiberto Brandolini d’Adda;
- Glenn Peter Jonathan Earle;
- Valerie Anne Mars;
- Ruth Jean Simmons;
- Ronald Lurie Thompson;
- Patience Jane Wheatcroft;
- Stephen Michael Wolf; en
- Ermenegildo Zegna di Monte Rubello.
|
There is no intention to change the composition of the board of directors of FCA after the Demerger.
|
|
Er bestaat geen voornemen na de Splitsing wijziging te brengen in de samenstelling van het bestuur van FCA.
|
8.2 Acquiring Company
|
|
8.2 Verkrijgende Vennootschap
|
The current composition of the board of directors of the Acquiring Company is as follows:
executive directors:
-
Richard Keith Palmer; and
-
Fabio Spirito,
|
|
De huidige samenstelling van het bestuur van de Verkrijgende Vennootschap is als volgt:
uitvoerende bestuurders:
-
Richard Keith Palmer; en
-
Fabio Spirito,
|
non-executive director:
-
Ferrante Zileri Dal Verme.
|
|
niet-uitvoerende bestuurder:
-
Ferrante Zileri Dal Verme.
|
There is no intention to change the composition of the board of directors of the Acquiring Company after the Demerger.
|
|
Er bestaat geen voornemen na de Splitsing wijziging te brengen in de samenstelling van het bestuur van de Verkrijgende Vennootschap.
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9 Date as of which the financial data regarding the part of the assets and liabilities of FCA that will transfer to the Acquiring Company will be accounted for in the annual accounts of the Acquiring Company
|
|
9 Tijdstip met ingang waarvan de financiële gegevens met betrekking het gedeelte van het vermogen van FCA dat zal overgaan op de Verkrijgende Vennootschap zullen worden verantwoord in de jaarstukken van de Verkrijgende Vennootschap
|
The financial data of FCA will as for the part of its assets that will transfer to the Acquiring Company be accounted for in the annual accounts of the Acquiring Company as of 1 January 2016. No liabilities of FCA will transfer to the Acquiring Company.
|
|
De financiële gegevens van FCA zullen voor het gedeelte van haar vermogen dat zal overgaan op de Verkrijgende Vennootschap worden verantwoord in de jaarstukken van de Verkrijgende Vennootschap per 1 januari 2016. Er zullen geen schulden van FCA overgaan op de Verkrijgende Vennootschap.
|
10 Proposed measures in connection with the acquisition by the shareholders of FCA of shares in the capital of the Acquiring Company
|
|
10 Voorgenomen maatregelen in verband met de verkrijging door de aandeelhouders van FCA van aandelen in het kapitaal van de Verkrijgende Vennootschap
|
The granting of registered shares in the Acquiring Company in connection with the Demerger will be registered in the shareholder’s register of the Acquiring Company upon the Demerger becoming effective, or, to the extent applicable, as soon as the relevant details have been provided to the Acquiring Company in writing.
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|
De toekenning van aandelen op naam in de Verkrijgende Vennootschap in samenhang met de Splitsing zal worden geregistreerd in het aandeelhoudersregister van de Verkrijgende Vennootschap per het moment van het kracht worden van de Splitsing, of, voor zover van toepassing, zo snel mogelijk nadat de relevante details schriftelijk aan de Verkrijgende Vennootschap zijn verstrekt.
|
A holder of a right of pledge or usufruct in a share in the capital of FCA shall acquire the same right in respect of the share in the capital of the Acquiring Company acquired by the relevant holder of that share pursuant to the deed of Demerger.
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Een houder van een pandrecht of vruchtgebruik op een aandeel in het kapitaal van FCA zal hetzelfde recht ten aanzien van het aandeel in het kapitaal van de Verkrijgende Vennootschap, verkregen door de relevante houder van dat aandeel als gevolg van de akte van Splitsing, verkrijgen.
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11 Intentions involving continuance or termination of activities
|
|
11 Voornemens omtrent voortzetting of beëindiging van activiteiten
|
The activities of FCA relating to the assets of FCA that the Acquiring Company will acquire in the Demerger will be continued by the Acquiring Company in all material respects, including any changes currently contemplated by FCA.
|
|
De activiteiten van FCA ten aanzien van het vermogen van FCA dat de Verkrijgende Vennootschap zal verkrijgen bij de Splitsing zullen worden voortgezet door de Verkrijgende Vennootschap in elk materieel opzicht, inclusief elke wijziging op dit moment voorzien door FCA.
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12 Approval of the resolution to effect the Demerger
|
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12 Goedkeuring van het besluit tot Splitsing
|
12.1 FCA
|
|
12.1 FCA
|
The resolution to effect the Demerger has to be adopted by the general meeting of shareholders of FCA. The resolution to effect the Demerger is not subject to the approval of any other corporate body of FCA or governmental authority.
|
|
Het besluit tot Splitsing moet door de algemene vergadering van aandeelhouders van FCA worden genomen. Het besluit tot Splitsing is niet onderworpen aan de goedkeuring van enig ander orgaan van FCA noch van enig overheidsorgaan.
|
12.2 Acquiring Company
|
|
12.2 Verkrijgende Vennootschap
|
The resolution to effect the Demerger has to be adopted by the general meeting of shareholders or the board of directors of the Acquiring Company. The resolution to effect the Demerger is not subject to the approval of any other corporate body of the Acquiring Company or governmental authority.
|
|
Het besluit tot Splitsing moet door de algemene vergadering van aandeelhouders of het bestuur van de Verkrijgende Vennootschap worden genomen. Het besluit tot Splitsing is niet onderworpen aan de goedkeuring van enig ander orgaan van de Verkrijgende Vennootschap noch van enig overheidsorgaan.
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13 Effects of the Demerger on the goodwill and the distributable reserves of the Acquiring Company and FCA
|
|
13 Invloed van de Splitsing op de grootte van de goodwill en de uitkeerbare reserves van de Verkrijgende Vennootschap en FCA
|
The Demerger will take place on the basis of the book value and will therefore have no goodwill impact.
|
|
De Splitsing zal plaatsvinden op basis van de boekwaarde en zal hierdoor geen invloed hebben op de grootte van de goodwill.
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To the extent that the Acquiring Company must maintain reserves pursuant to Dutch law or its articles of association, as a result of the Demerger, the freely distributable reserves of the Acquiring Company will increase with the difference between (i) the value of the assets of FCA that the Acquiring Company will acquire in the Demerger and (ii) the reserves the Acquiring Company must maintain pursuant to Dutch law or its articles of association.
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Voor zover de Verkrijgende Vennootschap reserves krachtens Nederlands recht of haar statuten moet aanhouden, zullen als gevolg van de Splitsing de vrij uitkeerbare reserves van de Verkrijgende Vennootschap toenemen met het verschil tussen (i) de waarde van het vermogen van FCA dat de Verkrijgende Vennootschap bij de Splitsing zal verkrijgen en (ii) de reserves die de Verkrijgende Vennootschap krachtens Nederlands recht of haar statuten moet aanhouden.
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Pursuant to Section 2:334q paragraph 4 DCC, following the Demerger the Acquiring Company must create reserves pursuant to Dutch law in the same way as FCA had to maintain such reserves, unless there is no longer any further legal basis for maintaining the same.
|
|
Ingevolge artikel 2:334q lid 4 BW, moet de Verkrijgende Vennootschap reserves krachtens Nederlands recht vormen op dezelfde wijze als FCA deze reserves moest aanhouden, tenzij hiervoor niet langer enige wettelijke basis is.
|
As a result of the Demerger, the freely distributable reserves of FCA will decrease with the difference between (i) the value of the assets of FCA that the Acquiring Company will acquire in the Demerger and (ii) the reserves that FCA following the Demerger no longer has to maintain pursuant to Dutch law.
|
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Als gevolg van de Splitsing, zullen de vrij uitkeerbare reserves van FCA afnemen met het verschil tussen (i) de waarde van het vermogen van FCA dat de Verkrijgende Vennootschap bij de Splitsing zal verkrijgen en (ii) de reserves die FCA als gevolg van Splitsing niet meer krachtens Nederlands recht hoeft aan te houden.
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14 The exchange ratio of the shares. No cash payments
|
|
14 De ruilverhouding van de aandelen. Geen betalingen in contanten
|
The Acquiring Company has been incorporated with an issued capital of one eurocent. As a result of the Demerger, the Acquiring Company shall acquire a part of the assets of FCA as described in more detail in this Demerger proposal (
Demerger Assets
) and the value of the Acquiring Company as of the Demerger Effective Date will equal the value of the Demerger Assets immediately preceding the Demerger Effective Date. In view thereof the following exchange ratio (
Exchange Ratio
), based on the nominal value of the shares in the Acquiring Company and FCA, with any excess being considered non-obliged share premium, shall apply:
|
|
De Verkrijgende Vennootschap is opgericht met een geplaatst kapitaal van één eurocent. Als gevolg van de Splitsing, zal de Verkrijgende Vennootschap een deel van het vermogen van FCA verkrijgen zoals nader in dit voorstel tot Splitsing omschreven (
Splitsing Vermogen
) en de waarde van de Verkrijgende Vennootschap per de Splitsing Effectieve Datum zal gelijk zijn aan de waarde van het Splitsing Vermogen onmiddellijk voorafgaand aan de Splitsing Effectieve Datum. In dat verband zal de volgende ruilverhouding (
Ruilverhouding
) worden toegepast, gebaseerd op de nominale waarde van de aandelen in de Verkrijgende Vennootschap en FCA, waarbij enige overwaarde wordt beschouwd als niet-bedongen agio:
|
(a) the holders of common shares in the capital of FCA (FCA Common Shares) will receive common shares in the Acquiring Company (Acquiring Company Common Shares) with an aggregate nominal value equal to the aggregate nominal value of the FCA Common Shares held by them at the Demerger Effective Date; and
|
|
(a) de houders van gewone aandelen in het kapitaal van FCA (FCA Gewone Aandelen) zullen gewone aandelen in de Verkrijgende Vennootschap (Verkrijgende Vennootschap Gewone Aandelen) verkrijgen met een gezamenlijke nominale waarde gelijk aan de gezamenlijk nominale waarde van de FCA Gewone aandelen gehouden door hen per de Splitsing Effectieve Datum; en
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(b) the holders of special voting shares in the capital of FCA (FCA Special Voting Shares) will receive special voting shares in the Acquiring Company (Acquiring Company Special Voting Shares) with an aggregate nominal value equal to the aggregate nominal value of the FCA Special Voting Shares held by them at the Demerger Effective Date.
|
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(b) de houders van bijzondere stemrechtaandelen in het kapitaal van FCA (
FCA Bijzondere Stemrechtaandelen
) zullen bijzondere stemrechtaandelen in de Verkrijgende Vennootschap (
Verkrijgende Vennootschap Bijzondere Stemrechtaandelen
) verkrijgen met een gezamenlijke nominale waarde gelijk aan de gezamenlijke nominale waarde van de FCA Bijzondere Stemrechtaandelen gehouden door hen op de Splitsing Effectieve Datum.
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No cash payments shall be made in this Demerger.
|
|
Er zullen geen betalingen in contanten worden gedaan bij deze Splitsing.
|
15 Date as of which the shareholders of FCA will share in the profits of the Acquiring Company
|
|
15 Datum waarop de aandeelhouders van FCA zullen delen in de winst van de Verkrijgende Vennootschap
|
As of the Demerger Effective Date, (i) each holder of FCA Common Shares will share in any distribution of profits by the Acquiring Company in proportion to the relevant participation in the aggregate issued and outstanding common share capital of the Acquiring Company to which holders of Acquiring Company Common Shares are entitled and (ii) each holder of FCA Special Voting Shares will share in any distribution of profits by the Acquiring Company in proportion to the relevant participation in the aggregate issued and outstanding special voting share capital of the Acquiring Company to which holders of Acquiring Company Special Voting Shares are entitled. No particular rights to dividends will be granted in connection with the Demerger.
|
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Per de Splitsing Effectieve Datum, zal (i) elke houder van FCA Gewone Aandelen delen in elke uitkering van winst door de Verkrijgende Vennootschap naar evenredigheid van het relevante gedeelte van het gehele geplaatste en uitstaande gewone aandelenkapitaal van de Verkrijgende Vennootschap waartoe de houders van Verkrijgende Vennootschap Gewone Aandelen gerechtigd zijn en (ii) elke houder van FCA Bijzondere Stemrechtaandelen delen in elke uitkering van winst door de Verkrijgende Vennootschap naar evenredigheid van het relevante gedeelte van het gehele geplaatste en uitstaande bijzondere stemrechtaandelenkapitaal waartoe de houders van Verkrijgende Vennootschap Bijzondere Stemrechtaandelen gerechtigd zijn. Geen bijzondere rechten op dividend worden toegekend in verband met de Splitsing.
|
16 Shares to be cancelled pursuant to Section 2:334x paragraph 3 DCC
|
|
16 In te trekken aandelen ingevolge artikel 2:334x lid 3 BW
|
Not applicable.
|
|
Niet van toepassing.
|
17 The consequences for holders of non-voting shares or shares without profit sharing rights
|
|
17 De gevolgen voor houders van stemrechtloze aandelen of winstrechtloze aandelen
|
Not applicable because FCA does not have non-voting shares or shares without profit sharing rights in its capital.
|
|
Niet van toepassing aangezien FCA geen stemrechtloze aandelen of winstrechtloze aandelen in haar kapitaal heeft.
|
18 The amount of compensation for a share pursuant to Section 2:334ee1 DCC
|
|
18 Het bedrag van de schadevergoeding voor een aandeel ingevolge artikel 2:334ee1 BW
|
Not applicable because FCA does not have non-voting shares or shares without profit sharing rights in its capital.
|
|
Niet van toepassing aangezien FCA geen stemrechtloze aandelen of winstrechtloze aandelen in haar kapitaal heeft.
|
19 The maximum amount for which compensation may be requested pursuant to Section 2:334ee1 DCC
|
|
19 Het maximumbedrag aan schadevergoeding dat kan worden verzocht ingevolge artikel 2:334ee1 BW
|
Not applicable because FCA does not have non-voting shares or shares without profit sharing rights in its capital.
|
|
Niet van toepassing aangezien FCA geen stemrechtloze aandelen of winstrechtloze aandelen in haar kapitaal heeft.
|
20 Auditor's statement on the proposed Exchange Ratio
|
|
20 Accountantsverklaring op de voorgestelde Ruilverhouding
|
KPMG Accountants N.V. has issued a statement as referred to in Section 2:334aa paragraph 1 DCC. This statement is attached to this Demerger proposal as
Annex F
.
|
|
KPMG Accountants N.V. heeft een verklaring als bedoeld in artikel 2:334aa lid 1 BW afgegeven. Deze verklaring is als Bijlage F aan dit voorstel tot Splitsing gehecht.
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21 Signing formalities and governing law
|
|
21 Ondertekeningsformaliteiten en toepasselijk recht
|
Pursuant to Section 2:334f DCC this Demerger proposal will have to be signed by each member of the boards of directors of FCA and the Acquiring Company.
|
|
Ingevolge artikel 2:334f BW moet dit voorstel tot Splitsing ondertekend worden door elk lid van het bestuur van FCA en de Verkrijgende Vennootschap.
|
This Demerger proposal is governed by, and interpreted in accordance with, Dutch law. In the event of a conflict between the Dutch and the English version of this Demerger proposal, the Dutch version will prevail.
|
|
Dit voorstel tot Splitsing wordt beheerst door, en geïnterpreteerd in overeenstemming met, Nederlands recht. Ingeval van tegenstrijdigheid tussen de Nederlandse en de Engelse versie van dit voorstel tot Splitsing, zal de Nederlandse versie voorgaan.
|
(
signature pages follow
)
|
|
(handtekeningenpagina volgt)
|
____________________________________
|
____________________________________
|
|
|||||
Name:
|
John Elkann
|
Name:
|
Sergio Marchionne
|
|
|
||
Title:
|
executive director – Chairman
|
Title:
|
executive director – CEO
|
|
|
||
____________________________________
|
____________________________________
|
____________________________________
|
|||||
Name:
|
Andrea Agnelli
|
Name:
|
Tiberto Brandolini d’Adda
|
Name:
|
Glenn Earle
|
||
Title:
|
non-executive director
|
Title:
|
non-executive director
|
Title:
|
non-executive director
|
||
____________________________________
|
____________________________________
|
____________________________________
|
|||||
Name:
|
Valerie Mars
|
Naam:
|
Ruth Simmons
|
Naam:
|
Ronald Thompson
|
||
Title:
|
non-executive director
|
Titel:
|
non-executive director
|
Titel:
|
non-executive director
|
||
____________________________________
|
____________________________________
|
____________________________________
|
|||||
Name:
|
Patience Wheatcroft
|
Name:
|
Stephen Wolf
|
Name:
|
Ermenegildo Zegna di Monte Rubello
|
||
Title:
|
non-executive director
|
Title:
|
non-executive director
|
Title:
|
non-executive director
|
____________________________________
|
____________________________________
|
|
|||
Name:
|
Richard Palmer
|
Name:
|
Fabio Spirito
|
|
|
Title:
|
executive director
|
Title:
|
executive director
|
|
|
____________________________________
|
|
|
|
|
|
Name:
|
Ferrante Zileri Dal Verme
|
|
|
|
|
Title:
|
non-executive director
|
|
|
|
|
DEMERGER PROPOSAL – VOORSTEL TOT SPLITSING
|
17 SEPTEMBER 2015
|
|
FE INTERIM B.V.
|
&
|
FE NEW N.V.
|
|
|
|
DEMERGER PROPOSAL
|
|
VOORSTEL TOT SPLITSING
|
The boards of directors of:
|
|
De besturen van:
|
1.
FE Interim B.V.
, a private limited liability company under Dutch law, having its official seat in Amsterdam, the Netherlands, and its registered office address at Via Abetone Inferiore N.4, I-41053, Maranello, Italy, registered with the Dutch trade register under number 64060438 (
FE Interim
); and
|
|
1.
FE Interim B.V.
, een besloten vennootschap met beperkte aansprakelijkheid naar Nederlands recht, gevestigd te Amsterdam en kantoorhoudende te Via Abetone Inferiore N.4, I-41053, Maranello, Italië, ingeschreven in het handelsregister onder nummer 64060438 (
FE Interim
); en
|
2.
FE New N.V.
(to be renamed: Ferrari N.V.), a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, and its registered office address at Via Abetone Inferiore N.4, I-41053, Maranello, Italy, registered with the Dutch trade register under number 64060977 (
Acquiring Company
),
|
|
2.
FE New N.V.
(waarvan de naam zal worden gewijzigd in Ferrari N.V.), een naamloze vennootschap naar Nederlands recht, gevestigd te Amsterdam en kantoorhoudende te Via Abetone Inferiore N.4, I-41053, Maranello, Italië, ingeschreven in het handelsregister onder nummer 64060977 (
Verkrijgende Vennootschap
),
|
FE Interim and the Acquiring Company are hereinafter together also referred to as:
Demerging Companies
,
|
|
FE Interim en de Verkrijgende Vennootschap worden hierna gezamenlijk aangeduid als:
Splitsende Vennootschappen
,
|
whereas,
|
|
in aanmerking nemende,
|
(A) none of the Demerging Companies has a supervisory board;
|
|
(A) bij geen van de Splitsende Vennootschappen is een raad van commissarissen ingesteld;
|
(B) the Demerging Companies have not been dissolved or declared bankrupt, nor has a suspension of payment been declared with respect to the Demerging Companies;
|
|
(B) de Splitsende Vennootschappen zijn niet ontbonden en verkeren niet in staat van faillissement, noch hebben zij surseance van betaling aangevraagd;
|
(C) there are no holders of shares without voting rights or shares without profit rights in the capital of FE Interim, nor are there holders of depositary receipts for shares in the capital of FE Interim that have meeting rights;
|
|
(C) er zijn geen houders van aandelen zonder stemrecht of aandelen zonder winstrecht in het kapitaal van FE Interim, noch zijn er houders van certificaten van aandelen in het kapitaal van FE Interim met vergaderrecht;
|
(D) none of the Demerging Companies has a works council entitled to render advice in respect of the Demerger (as defined below); and
|
|
(D) geen van de Splitsende Vennootschappen heeft een ondernemingsraad die het recht heeft om advies te geven met betrekking tot de Splitsing (zoals hierna gedefinieerd); en
|
(E) there is no trade union entitled to render comments in respect of the Demerger that has amongst its members employees of (a subsidiary of) one of the Demerging Companies,
|
|
(E) er is geen vereniging van werknemers die werknemers van (een dochtermaatschappij van) één van de Splitsende Vennootschappen onder haar leden telt die het recht heeft om opmerkingen in te dienen met betrekking tot de Splitsing,
|
propose a demerger (
Demerger
) in accordance with Title 7, Book 2 of the Dutch Civil Code (
DCC
) at which FE Interim will continue to exist and as a consequence whereof:
|
|
stellen voor een splitsing (Splitsing) in de zin van Titel 7 van Boek 2 van het Burgerlijk Wetboek (BW) tot stand te brengen waarbij FE Interim zal blijven bestaan en als gevolg waarvan:
|
- the Acquiring Company will acquire a part of the assets of FE Interim under a universal title of succession; and
|
|
- de Verkrijgende Vennootschap een deel van het vermogen van FE Interim onder algemene titel zal verkrijgen; en
|
- the shareholders of FE Interim will be granted shares in the capital of the Acquiring Company.
|
|
- de aandeelhouders van FE Interim aandelen in het kapitaal van de Verkrijgende Vennootschap krijgen toegekend.
|
This Demerger proposal will be filed and published in accordance with the applicable laws and regulations. The Demerger proposal will also be made available at the registered office address of FE Interim and the Acquiring Company for inspection by whomever is entitled thereto by applicable law.
|
|
Dit voorstel tot Splitsing zal worden gedeponeerd en gepubliceerd in overeenstemming met de toepasselijke wetten en regelgeving. Het voorstel tot Splitsing zal ook beschikbaar worden gesteld ten kantore van FE Interim en de Verkrijgende Vennootschap ter inzage voor degenen die daartoe volgens toepasselijk recht gerechtigd zijn.
|
Pursuant to Section 2:334n DCC, the Demerger shall be executed in accordance with the relevant provisions of Dutch law and as such will become effective on the day following the day on which the notarial deed of Demerger is executed before a civil law notary, officiating in the Netherlands (
Demerger Effective Date
).
|
|
Ingevolge artikel 2:334n BW zal de Splitsing worden uitgevoerd in overeenstemming met de relevante bepalingen van Nederlands recht en als zodanig van kracht worden op de dag volgend op de dag waarop de notariële akte van Splitsing wordt verleden voor een notaris met plaats van vestiging in Nederland (
Splitsing Effectieve Datum
).
|
It is contemplated that prior to the Demerger Effective Date, Fiat Chrysler Automobiles N.V., a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 60372958 (
FCA
), will effect a preceding demerger in accordance with Title 7, Book 2 of the DCC to FE Interim, as a consequence whereof (i) FCA will continue to exist, (ii) FE Interim will acquire part of the assets of FCA under universal title of succession and (iii) the shareholders of FCA will become shareholders of FE Interim (
Preceding Demerger
).
|
|
Het voornemen bestaat dat voorafgaand aan de Splitsing Effectieve Datum, Fiat Chrysler Automobiles N.V., een naamloze vennootschap naar Nederlands recht, gevestigd te Amsterdam, ingeschreven in het handelsregister onder nummer 60372958 (
FCA
), een voorafgaande splitsing in de zin van Titel 7 van Boek 2 van het BW naar FE Interim tot stand zal brengen, als gevolg waarvan (i) FCA zal blijven bestaan, (ii) FE Interim een deel van het vermogen van FCA onder algemene titel zal verkrijgen en (iii) de aandeelhouders van FCA aandeelhouders van FE Interim zullen worden (
Voorafgaande Splitsing
).
|
It is further contemplated that prior to the Demerger Effective Date, New Business Netherlands NV (as defined below) will complete a restructuring
inter alia
including an acquisition of all issued and outstanding shares in the capital of Ferrari S.p.A. (
Restructuring
).
|
|
Eveneens wordt overwogen dat voorafgaand aan de Splitsing Effectieve Datum, New Business Netherlands NV (zoals hierna gedefinieerd) een herstructurering zal voltooien onder meer inhoudende een verkrijging van alle uitgegeven en geplaatste aandelen in het kapitaal van Ferrari S.p.A. (
Herstructurering
).
|
Application will be made to list and admit the common shares in the capital of the Acquiring Company, with a nominal value of one eurocent each (
Acquiring Company Common Shares
), to trading on the New York Stock Exchange (
NYSE
) upon effectiveness of the Demerger and, on or after such date, the common shares may also be admitted to listing and trading on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. For purpose of trading on the NYSE a registration statement on Form F-1 has been prepared and filed with the U.S. Securities and Exchange Commission. Delivery of the Acquiring Company Common Shares granted pursuant to the Demerger is expected to take place within three business days following the Demerger Effective Date.
|
|
Een aanvraag zal worden ingediend om alle gewone aandelen in het kapitaal van de Verkrijgende Vennootschap, met een nominale waarde van één eurocent elk (
Verkrijgende Vennootschap Gewone Aandelen
), te noteren en toe te laten tot de handel op de New York Stock Exchange (
NYSE
) per het moment van het van kracht worden van de Splitsing en, op of na die datum, kunnen de gewone aandelen ook worden toegelaten tot de notering en handel op de Mercato Telematico Azionario georganiseerd en beheerd door Borsa Italiana S.p.A. Voor de handel op de NYSE is een registratieverklaring op Formulier F-1 voorbereid en gedeponeerd bij de U.S. Securities and Exchange Commission. Levering van de Verkrijgende Vennootschap Gewone Aandelen, toegekend als gevolg van de Splitsing, zal naar verwachting plaatsvinden binnen drie werkdagen na de Splitsing Effectieve Datum.
|
The data to be mentioned pursuant to the Sections 2:334f and 2:334y DCC are as follows:
|
|
De ingevolge de artikelen 2:334f en 2:334y BW te vermelden gegevens zijn de volgende:
|
1 Type of legal entity, name and official seat of the Demerging Companies
|
|
1 Rechtsvorm, naam en zetel van de Splitsende Vennootschappen
|
1.1 FE Interim
|
|
1.1 FE Interim
|
The private limited liability company under Dutch law FE Interim B.V., having its official seat in Amsterdam, the Netherlands.
|
|
De besloten vennootschap met beperkte aansprakelijkheid naar Nederlands recht FE Interim B.V., gevestigd te Amsterdam.
|
1.2 Acquiring Company
|
|
1.2 Verkrijgende Vennootschap
|
The public company under Dutch law FE New N.V., having its official seat in Amsterdam, the Netherlands.
|
|
De naamloze vennootschap naar Nederlands recht FE New N.V., gevestigd te Amsterdam.
|
2 Articles of association of FE Interim and the Acquiring Company
|
|
2 Statuten van FE Interim en van de Verkrijgende Vennootschap
|
2.1 FE Interim
|
|
2.1 FE Interim
|
The articles of association of FE Interim were drawn up by a deed of incorporation executed on 4 September 2015 before G.M. Portier, civil law notary officiating in Amsterdam, the Netherlands. The consecutive wording of the current articles of association is attached to this Demerger proposal as
Annex A
.
|
|
De statuten van FE Interim zijn vastgesteld bij akte van oprichting verleden op 4 september 2015 voor mr. G.M. Portier, notaris met plaats van vestiging in Amsterdam. De doorlopende tekst van de huidige statuten is als
Bijlage A
aan dit voorstel tot Splitsing gehecht.
|
The articles of association of FE Interim shall not be amended in connection with the Demerger.
|
|
De statuten van FE Interim zullen ter gelegenheid van de Splitsing niet gewijzigd worden.
|
2.2 Acquiring Company
|
|
2.2 Verkrijgende Vennootschap
|
The articles of association of the Acquiring Company were drawn up by a deed of incorporation executed on 4 September 2015 before G.M. Portier, aforementioned. The consecutive wording of the current articles of association of the Acquiring Company is attached to this Demerger proposal as
Annex B
.
|
|
De statuten van de Verkrijgende Vennootschap zijn vastgesteld bij akte van oprichting verleden op 4 september 2015 voor mr. G.M. Portier, voornoemd. De doorlopende tekst van de huidige statuten van de Verkrijgende Vennootschap is als
Bijlage B
aan dit voorstel tot Splitsing gehecht.
|
The articles of association of the Acquiring Company shall be amended in connection with the Demerger. The consecutive wording of the articles of association of the Acquiring Company as they will read following the Demerger is attached to this Demerger proposal as
Annex C
.
|
|
De statuten van de Verkrijgende Vennootschap zullen ter gelegenheid van de Splitsing gewijzigd worden. De doorlopende tekst van de statuten van de Verkrijgende Vennootschap zoals zij zullen luiden na de Splitsing is als
Bijlage C
aan dit voorstel tot Splitsing gehecht.
|
3 Transfer of assets and liabilities of FE Interim
|
|
3 Overgang vermogen FE Interim
|
A part of the assets of FE Interim will transfer to the Acquiring Company; see below under 4. No liabilities of FE Interim will transfer to the Acquiring Company.
|
|
Een deel van het vermogen van FE Interim gaat over op de Verkrijgende Vennootschap; zie verder hierna onder 4. Er zullen geen schulden van FE Interim overgaan op de Verkrijgende Vennootschap.
|
4 Detailed description of the assets and liabilities that transfer to the Acquiring Company and of the assets and liabilities that remain with FE Interim
|
|
4 Nauwkeurige beschrijving van de vermogensbestanddelen die overgaan op de Verkrijgende Vennootschap en van de vermogensbestanddelen die FE Interim zal behouden
|
4.1 Acquiring Company
|
|
4.1 Verkrijgende Vennootschap
|
To the Acquiring Company will only transfer the following assets:
|
|
Op de Verkrijgende Vennootschap gaan slechts de volgende vermogensbestanddelen over:
|
- all common and special voting shares held by FE Interim at the moment the Demerger becomes effective in the capital of New Business Netherlands N.V. (to be renamed Ferrari N.V.), having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 57991561 (
New Business Netherlands NV
).
|
|
alle gewone aandelen en bijzondere stemrechtaandelen gehouden door FE Interim per het moment van het van kracht worden van de Splitsing in het kapitaal van New Business Netherlands N.V. (waarvan de naam zal worden gewijzigd in Ferrari N.V.), gevestigd te Amsterdam, ingeschreven in het handelsregister onder nummer 57991561 (
New Business Netherlands NV
).
|
The description of the assets that transfer to the Acquiring Company refers to the situation as of 8 September 2015.
|
|
De beschrijving van het vermogen dat overgaat naar de Verkrijgende Vennootschap verwijst naar de situatie per 8 september 2015.
|
This description of the assets required pursuant to Section 2:334bb DCC is attached to this Demerger proposal as
Annex D
.
|
|
Deze beschrijving van het vermogen vereist op grond van artikel 2:334bb BW is aan dit voorstel tot Splitsing gehecht als
Bijlage D
.
|
4.2 FE Interim
|
|
4.2 FE Interim
|
Other than the assets listed under 4.1 above, all assets and liabilities of FE Interim will remain with FE Interim. No liabilities of FE Interim will transfer to the Acquiring Company.
|
|
Met uitzondering van de vermogensbestanddelen hierboven vermeld onder 4.1, worden alle vermogensbestanddelen van FE Interim behouden door FE Interim. Er zullen geen schulden van FE Interim overgaan op de Verkrijgende Vennootschap.
|
The description of the assets and liabilities that remain with FE Interim refers to the situation as of 8 September 2015.
|
|
De beschrijving van het vermogen dat FE Interim zal behouden verwijst naar de situatie per 8 september 2015.
|
The auditor’s statement issued by KPMG Accountants N.V. pursuant to Section 2:334aa paragraph 2 DCC is attached to this Demerger proposal as
Annex E
.
|
|
De accountantsverklaring afgegeven door KPMG Accountants N.V. als bedoeld in artikel 2:334aa lid 2 BW is als
Bijlage E
aan dit voorstel tot Splitsing gehecht.
|
4.3 Pro forma profit and loss accounts
|
|
4.3 Pro forma winst- en verliesrekeningen
|
The pro forma profit and loss accounts of FE Interim and the Acquiring Company as of 30 June 2015 are attached to this Demerger proposal as
Annex F1
and
Annex F2
respectively.
|
|
De pro forma winst- en verliesrekeningen van FE Interim en de Verkrijgende Vennootschap per 30 juni 2015 zijn als
Bijlage F1
respectievelijk
Bijlage F2
aan dit voorstel tot Splitsing gehecht.
|
5 Value of the assets and liabilities that the Acquiring Company will acquire and value of the assets and liabilities that remain with FE Interim
|
|
5 Waarde van het vermogen dat de Verkrijgende Vennootschap zal verkrijgen en waarde van het vermogen dat FE Interim zal behouden
|
As the assets that the Acquiring Company will acquire at the Demerger do not form part of the assets of FE Interim on the date of this Demerger proposal but are held by FCA, these assets are valued in accordance with the same accounting method as applied to these assets in the proposal for the Preceding Demerger, being the historic cost price of these assets as of 8 September 2015, resulting in a value of EUR 59,150,061.60. No liabilities of FE Interim will transfer to the Acquiring Company.
|
|
Aangezien het vermogen dat de Verkrijgende Vennootschap bij de Splitsing zal verkrijgen geen deel uitmaakt van het vermogen van FE Interim per de datum van dit voorstel tot Splitsing maar gehouden wordt door FCA, wordt dit vermogen gewaardeerd in overeenstemming met dezelfde waarderingsmethode als toepast op dit vermogen in het voorstel tot de Voorafgaande Splitsing, zijnde de historische kostprijs van dit vermogen per 8 september 2015, resulterend in een waarde van EUR 59.150.061,60. Er zullen geen schulden van FE Interim overgaan op de Verkrijgende Vennootschap.
|
The value of the part of the assets and liabilities that will remain with FE Interim, established to comply with Section 2:334f paragraph 2 under (e) DCC, is EUR 16,649,915.81, or such higher amount as equals the aggregate nominal value of the shares issued by FE Interim in the Preceding Demerger, up to EUR 25,000,000, which is the maximum nominal share capital that can be issued under FE Interim’s authorized share capital. The aforementioned value has been determined on the basis of the relevant book value as per the day to which the interim financial statements as referred to in Section 2:334g paragraph 2 DCC as of 8 September 2015 of FE Interim relate, and is furthermore calculated taking into account Section 2:334g paragraph 2 third sentence DCC.
|
|
De waarde van het deel van het vermogen dat FE Interim zal behouden, vastgesteld om te voldoen aan artikel 2:334f lid 2 sub e BW, is EUR 16.649.915,81, of een hoger bedrag gelijk aan de gezamenlijke nominale waarde van de aandelen uitgegeven door FE Interim bij de Voorafgaande Splitsing, tot een bedrag van EUR 25.000.000, zijnde het maximale nominale aandelenkapitaal dat uitgegeven kan worden binnen het maatschappelijk kapitaal van FE Interim. De voornoemde waarde is vastgesteld op basis van de relevante boekwaarde per de dag waarop de tussentijdse vermogensopstelling als bedoeld in artikel 2:334g lid 2 BW per 8 september 2015 van FE Interim betrekking heeft, en is bovendien berekend met inachtneming van artikel 2:334g lid 2 derde volzin BW.
|
No shares in the capital of the Acquiring Company will be allocated to FE Interim in the Demerger.
|
|
In het kader van de Splitsing worden geen aandelen in het kapitaal van de Verkrijgende Vennootschap toegekend aan FE Interim.
|
It is expected that as a result of the Restructuring the respective values mentioned above will change significantly.
|
|
Als gevolg van de Herstructurering zullen naar verwachting de respectievelijke waarden als hierboven vermeld significant wijzigen.
|
The interim financial statements of FE Interim and the Acquiring Company as referred to in Section 2:334g paragraph 2 DCC as of 8 September 2015 are attached to this Demerger proposal as Annex G1 and Annex G2 respectively.
|
|
De tussentijdse vermogensopstelling van FE Interim en de Verkrijgende Vennootschap als bedoeld in artikel 2:334g lid 2 BW per 8 september 2015 zijn als Bijlage G1 respectievelijk Bijlage G2 aan dit voorstel tot Splitsing gehecht.
|
6 Rights and compensations at the expense of the Acquiring Company granted pursuant to Section 2:334p DCC
|
|
6 Rechten en vergoedingen ten laste van de Verkrijgende Vennootschap toegekend ingevolge artikel 2:334p BW
|
In connection with the 7.875% mandatory convertible security (
MCS
) issued by FCA in accordance with the indenture dated 16 December 2014 among FCA and The Bank of New York Mellon as trustee (
Indenture
) and outstanding immediately prior to the effective date of the Preceding Demerger, the holders of the MCS shall receive such number of common shares in the capital of the Acquiring Company as agreed in and determined pursuant to the terms of the Indenture, compensating them for the financial effects of the Preceding Demerger and this Demerger.
|
|
In samenhang met het 7,875% verplicht converteerbaar effect (
MCS
) uitgegeven door FCA in overeenstemming met de indenture met datum 16 december 2014 tussen FCA en The Bank of New York Mellon als trustee (
Indenture
) en dat onmiddellijk voorafgaand aan het van kracht worden van de Voorafgaande Splitsing uitstaat, zullen de houders van de MCS een zodanig aantal gewone aandelen in het kapitaal van de Verkrijgende Vennootschap verkrijgen als overeengekomen in en bepaald volgens de voorwaarden van de Indenture, om hen te compenseren voor de financiële effecten van de Voorafgaande Splitsing en deze Splitsing.
|
Since there are no persons who, in any other capacity than as shareholder, have special rights against FE Interim, no special rights and compensations will be granted at the expense of the Acquiring Company to anyone.
|
|
Aangezien er geen personen zijn die, anders dan als aandeelhouder, speciale rechten hebben ten aanzien van FE Interim, worden er geen speciale rechten en vergoedingen aan iemand toegekend ten laste van de Verkrijgende Vennootschap.
|
7 Benefits to be granted to members of the boards of directors of FE Interim or the Acquiring Company or to others involved with the Demerger, in connection with the Demerger
|
|
7 Voordelen, welke in verband met de Splitsing aan leden van het bestuur van FE Interim of de Verkrijgende Vennootschap of aan anderen betrokken bij de Splitsing worden toegekend.
|
No benefits will be granted to members of the boards of directors of FE Interim or the Acquiring Company or to others involved with the Demerger, other than in such person’s capacity as shareholder of FE Interim.
|
|
Er worden geen voordelen toegekend aan leden van het bestuur van FE Interim of de Verkrijgende Vennootschap of aan anderen betrokken bij de Splitsing, anders dan aan anderen in hoedanigheid van aandeelhouder van FE Interim.
|
8 Intentions with regard to the composition of the boards of directors of the Demerging Companies after the Demerger
|
|
8 Voornemens over de samenstelling van het bestuur van de Splitsende Vennootschappen na de Splitsing
|
8.1 FE Interim
|
|
8.1 FE Interim
|
The current composition of the board of directors of FE Interim is as follows:
|
|
De huidige samenstelling van het bestuur van FE Interim is als volgt:
|
executive directors:
-
Richard Keith Palmer; and
-
Fabio Spirito,
|
|
uitvoerende bestuurders:
-
Richard Keith Palmer; en
-
Fabio Spirito,
|
non-executive director:
-
Ferrante Zileri Dal Verme.
|
|
niet-uitvoerende bestuurder:
-
Ferrante Zileri Dal Verme.
|
There is no intention to change the composition of the board of directors of FE Interim after the Demerger.
|
|
Er bestaat geen voornemen na de Splitsing wijziging te brengen in de samenstelling van het bestuur van FE Interim.
|
8.2 Acquiring Company
|
|
8.2 Verkrijgende Vennootschap
|
The current composition of the board of directors of the Acquiring Company is as follows:
|
|
De huidige samenstelling van het bestuur van de Verkrijgende Vennootschap is als volgt:
|
executive directors:
-
Alessandro Gili; and
-
Giorgio Fossati,
|
|
Uitvoerende bestuurders:
-
Alessandro Gili; en
-
Giorgio Fossati,
|
non-executive director:
-
Carlo Daneo.
|
|
niet-uitvoerende bestuurder:
-
Carlo Daneo.
|
It is the intention to change the composition of the board of directors of the Acquiring Company in connection with the Demerger.
|
|
Het voornemen bestaat wijziging te brengen in de samenstelling van het bestuur van de Verkrijgende Vennootschap in verband met de Splitsing.
|
9 Date as of which the financial data regarding the part of the assets and liabilities of FE Interim that will transfer to the Acquiring Company will be accounted for in the annual accounts of the Acquiring Company
|
|
9 Tijdstip met ingang waarvan de financiële gegevens met betrekking het gedeelte van het vermogen van FE Interim dat zal overgaan op de Verkrijgende Vennootschap zullen worden verantwoord in de jaarstukken van de Verkrijgende Vennootschap
|
The financial data of FE Interim will as for the part of its assets that will transfer to the Acquiring Company be accounted for in the annual accounts of the Acquiring Company as of 1 January 2016. No liabilities of FE Interim will transfer to the Acquiring Company.
|
|
De financiële gegevens van FE Interim zullen voor het gedeelte van haar vermogen dat zal overgaan op de Verkrijgende Vennootschap worden verantwoord in de jaarstukken van de Verkrijgende Vennootschap per 1 januari 2016. Er zullen geen schulden van FE Interim overgaan op de Verkrijgende Vennootschap.
|
10 Proposed measures in connection with the acquisition by the shareholders of FE Interim of shares in the capital of the Acquiring Company
|
|
10 Voorgenomen maatregelen in verband met de verkrijging door de aandeelhouders van FE Interim van aandelen in het kapitaal van de Verkrijgende Vennootschap
|
The shares in the capital of the Acquiring Company to be granted in connection with the Demerger will be in the form of registered shares.
|
|
De aandelen in het kapitaal van de Verkrijgende Vennootschap die worden toegekend in verband met de Splitsing, worden uitgegeven in vorm van aandelen op naam.
|
The Acquiring Company Common Shares (as defined below) to be granted in connection with the Demerger are expected to be delivered to the beneficiaries in book entry form through the direct registration system facilitated by the Depositary Trust Company, a limited purpose trust company under New York law, within three business days following the Demerger Effective Date.
|
|
De Verkrijgende Vennootschap Gewone Aandelen (zoals hieronder gedefinieerd) die worden toegekend in verband met de Splitsing, worden naar verwachting geleverd aan de begunstigden in girale vorm door middel van een direct registratie systeem, gefaciliteerd door de Depositary Trust Company, een trustmaatschappij voor een bepaald doel naar het recht van New York, binnen drie werkdagen na de Splitsing Effectieve Datum.
|
The granting of Acquiring Company Special Voting Shares (as defined below) in connection with the Demerger will be registered in the shareholder’s register of the Acquiring Company upon the Demerger becoming effective.
|
|
De toekenning van Verkrijgende Vennootschap Bijzondere Stemrechtaandelen (zoals hieronder gedefinieerd) in samenhang met de Splitsing, zal worden geregistreerd in het aandeelhoudersregister van de Verkrijgende Vennootschap per het moment van het van kracht worden van de Splitsing.
|
A holder of a right of pledge or usufruct in shares in the capital of FE Interim shall acquire the same right in respect of the shares in the capital of the Acquiring Company acquired by the relevant holder of that share pursuant to the deed of Demerger with due regard to the Exchange Ratio (as defined below).
|
|
Een houder van een pandrecht of vruchtgebruik op aandelen in het kapitaal van FE Interim zal eenzelfde recht verkrijgen ten aanzien van de aandelen in het kapitaal van de Verkrijgende Vennootschap verkregen door de houder van dat aandeel als gevolg van de akte van Splitsing met inachtneming van de Ruilverhouding (zoals hierna gedefinieerd).
|
The Acquiring Company will adopt terms and conditions which will apply to the issuance, allocation, acquisition, holding, repurchase and transfer of the Acquiring Company Common Shares and the Acquiring Company Special Voting Shares (both as defined below), substantially in the form (without annexes) attached as
Annex H
.
|
|
De Verkrijgende Vennootschap zal voorwaarden vaststellen die van toepassing zullen zijn op de uitgifte, toekenning, verkrijging, het houden, de inkoop en levering van de Verkrijgende Vennootschap Gewone Aandelen en de Verkrijgende Vennootschap Bijzondere Stemrechtaandelen (allebei zoals hierna gedefinieerd), substantieel in de vorm (zonder bijlagen) aangehecht als Bijlage H.
|
11 Intentions involving continuance or termination of activities
|
|
11 Voornemens omtrent voortzetting of beëindiging van activiteiten
|
The activities of FE Interim relating to the assets of FE Interim that the Acquiring Company will acquire in the Demerger will be continued by the Acquiring Company in all material respects, including any changes currently contemplated by FE Interim.
|
|
De activiteiten van FE Interim ten aanzien van het vermogen van FE Interim dat de Verkrijgende Vennootschap zal verkrijgen bij de Splitsing zullen worden voortgezet door de Verkrijgende Vennootschap in elk materieel opzicht, inclusief elke wijziging op dit moment voorzien door FE Interim.
|
12 Approval of the resolution to effect the Demerger
|
|
12 Goedkeuring van het besluit tot Splitsing
|
12.1 FE Interim
|
|
12.1 FE Interim
|
The resolution to effect the Demerger has to be adopted by the general meeting of shareholders of FE Interim. The resolution to effect the Demerger is not subject to the approval of any other corporate body of FE Interim or governmental authority.
|
|
Het besluit tot Splitsing moet door de algemene vergadering van aandeelhouders van FE Interim worden genomen. Het besluit tot Splitsing is niet onderworpen aan de goedkeuring van enig ander orgaan van FE Interim noch van enig overheidsorgaan.
|
12.2 Acquiring Company
|
|
12.2 Verkrijgende Vennootschap
|
The resolution to effect the Demerger has to be adopted by the general meeting of shareholders or the board of directors of the Acquiring Company. The resolution to effect the Demerger is not subject to the approval of any other corporate body of the Acquiring Company or governmental authority.
|
|
Het besluit tot Splitsing moet door de algemene vergadering van aandeelhouders of het bestuur van de Verkrijgende Vennootschap worden genomen. Het besluit tot Splitsing is niet onderworpen aan de goedkeuring van enig ander orgaan van de Verkrijgende Vennootschap noch van enig overheidsorgaan.
|
13 Effects of the Demerger on the goodwill and the distributable reserves of the Acquiring Company and FE Interim
|
|
13 Invloed van de Splitsing op de grootte van de goodwill en de uitkeerbare reserves van de Verkrijgende Vennootschap en FE Interim
|
The Demerger will take place on the basis of the book value and will therefore have no goodwill impact.
|
|
De Splitsing zal plaatsvinden op basis van de boekwaarde en zal hierdoor geen invloed hebben op de grootte van de goodwill.
|
To the extent that the Acquiring Company must maintain reserves pursuant to Dutch law or its articles of association, as a result of the Demerger, the freely distributable reserves of the Acquiring Company will increase with the difference between (i) the value of the assets of FE Interim that the Acquiring Company will acquire in the Demerger and (ii) the aggregate nominal value of the shares in the capital of the Acquiring Company allocated in the Demerger plus the reserves the Acquiring Company must maintain pursuant to Dutch law and its articles of association.
|
|
Voor zover de Verkrijgende Vennootschap reserves krachtens Nederlands recht of haar statuten moet aanhouden, zullen als gevolg van de Splitsing de vrij uitkeerbare reserves van de Verkrijgende Vennootschap toenemen met het verschil tussen (i) de waarde van het vermogen van FE Interim dat de Verkrijgende Vennootschap bij de Splitsing zal verkrijgen en (ii) de gezamenlijke nominale waarde van de aandelen in het kapitaal van de Verkrijgende Vennootschap toegekend bij de Splitsing vermeerderd met de reserves die de Verkrijgende Vennootschap krachtens Nederlands recht en haar statuten moet aanhouden.
|
Pursuant to Section 2:334q paragraph 4 DCC, following the Demerger the Acquiring Company must create reserves pursuant to Dutch law in the same way as FE Interim had to maintain such reserves, unless there is no longer any further legal basis for maintaining the same.
|
|
Ingevolge artikel 2:334q lid 4 BW, moet de Verkrijgende Vennootschap reserves krachtens Nederlands recht vormen op dezelfde wijze als FE Interim deze reserves moest aanhouden, tenzij hiervoor niet langer enige wettelijke basis is.
|
As a result of the Demerger, the freely distributable reserves of FE Interim will decrease with the difference between (i) the value of the assets of FE Interim that the Acquiring Company will acquire in the Demerger and (ii) the reserves that FE Interim following the Demerger no longer has to maintain pursuant to Dutch law.
|
|
Als gevolg van de Splitsing, zullen de vrij uitkeerbare reserves van FE Interim afnemen met het verschil tussen (i) de waarde van het vermogen van FE Interim dat de Verkrijgende Vennootschap bij de Splitsing zal verkrijgen en (ii) de reserves die FE Interim als gevolg van Splitsing niet langer krachtens Nederlands recht hoeft aan te houden.
|
14 The exchange ratio of the shares. No cash payments
|
|
14 De ruilverhouding van de aandelen. Geen betalingen in contanten
|
As a result of the Demerger, the Acquiring Company shall acquire part of the assets of FE Interim as described in paragraph 4 (Demerger Assets) and the value of the Acquiring Company as per the Demerger Effective Date will equal the value of the Demerger Assets immediately preceding the Demerger Effective Date. In view thereof the following exchange ratio (Exchange Ratio), based on the nominal value of the shares in the Acquiring Company and FE Interim, with any excess being considered non-obliged share premium, shall apply:
|
|
Als gevolg van de Splitsing, zal de Verkrijgende Vennootschap een deel van het vermogen van FE Interim verkrijgen zoals nader omschreven in paragraaf 4 (Splitsing Vermogen) en de waarde van de Verkrijgende Vennootschap per de Splitsing Effectieve Datum zal gelijk zijn aan de waarde van het Splitsing Vermogen onmiddellijk voorafgaand aan de Splitsing Effectieve Datum. In dat verband zal de volgende ruilverhouding (Ruilverhouding) worden toegepast, gebaseerd op de nominale waarde van de aandelen in de Verkrijgende Vennootschap en FE Interim, waarbij enige overwaarde wordt beschouwd als niet-bedongen agio:
|
(a) the holders of common shares in the capital of FE Interim (
FE Interim Common Shares
) will receive common shares in the Acquiring Company (
Acquiring Company Common Shares
) in accordance with an exchange ratio of one Acquiring Company Common Share for each ten FE Interim Common Shares held by them at the Demerger Effective Date; and
|
|
(a) de houders van gewone aandelen in het kapitaal van FE Interim (FE Interim Gewone Aandelen) zullen gewone aandelen in de Verkrijgende Vennootschap (Verkrijgende Vennootschap Gewone Aandelen) verkrijgen conform een ruilverhouding van één Verkrijgende Vennootschap Gewoon Aandeel voor elke tien FE Interim Gewone Aandelen gehouden door hen op de Splitsing Effectieve Datum; en
|
(b) the holders of special voting shares in the capital of FE Interim (FE Interim Special Voting Shares) will receive special voting shares in the Acquiring Company (Acquiring Company Special Voting Shares) in accordance with an exchange ratio of one Acquiring Company Special Voting Share for each ten FE Interim Special Voting Shares held by them at the Demerger Effective Date.
|
|
(b) de houders van bijzondere stemrechtaandelen in het kapitaal van FE Interim (FE Interim Bijzondere Stemrechtaandelen) zullen bijzondere stemrechtaandelen in de Verkrijgende Vennootschap (Verkrijgende Vennootschap Bijzondere Stemrechtaandelen) verkrijgen conform een ruilverhouding van één Verkrijgende Vennootschap Bijzonder Stemrechtaandeel voor elke tien FE Interim Bijzondere Stemrechtaandelen gehouden door hen op de Splitsing Effectieve Datum.
|
As (i) the aggregate value of ten FE Interim Common Shares and one Acquiring Company Common Share immediately after the Demerger equals the value of ten FE Interim Common Shares immediately prior to the Demerger and (ii) the aggregate value of ten FE Interim Special Voting Shares and one Acquiring Company Special Voting Share immediately after the Demerger equals the value of ten FE Interim Special Voting Shares immediately prior to the Demerger, the above Exchange Ratio has been applied. No cash payments shall be made by the Acquiring Company in connection with the Exchange Ratio. One or more intermediaries will aggregate fractional entitlements into whole shares in the capital of the Acquiring Company and sell such shares with payment of the proceeds being distributed to the beneficial holders of such entitlements.
|
|
Aangezien (i) de gezamenlijke waarde van tien FE Interim Gewone Aandelen en één Verkrijgende Vennootschap Gewoon Aandeel onmiddellijk na de Splitsing, gelijk is aan de waarde van tien FE Interim Gewone Aandelen onmiddellijk voorafgaand aan de Splitsing en (ii) de totale waarde van tien FE Interim Bijzondere Stemrechtaandelen en één Verkrijgende Vennootschap Bijzonder Stemrechtaandeel onmiddellijk na de Splitsing, gelijk is aan de waarde van één FE Interim Bijzonder Stemrechtaandeel onmiddellijk voorafgaand aan de Splitsing, is bovengenoemde Ruilverhouding toegepast. Er zullen geen betalingen in contanten worden gedaan door de Verkrijgende Vennootschap in verband met de Ruilverhouding. Eén of meer tussenpersonen zullen gedeeltelijke aanspraken samenvoegen tot hele aandelen in het kapitaal van de Verkrijgende Vennootschap en zullen deze aandelen verkopen met uitbetaling van de verkoopopbrengst aan de begunstigden van zulke aanspraken.
|
15 Date as of which the shareholders of FE Interim will share in the profits of the Acquiring Company
|
|
15 Datum waarop de aandeelhouders van FE Interim zullen delen in de winst van de Verkrijgende Vennootschap
|
As of the Demerger Effective Date, (i) each holder of FE Interim Common Shares will share in any distribution of profits by the Acquiring Company in proportion to the relevant participation in the aggregate issued and outstanding common share capital of the Acquiring Company to which holders of Acquiring Company Common Shares are entitled and (ii) each holder of FE Interim Special Voting Shares will share in any distribution of profits by the Acquiring Company in proportion to the relevant participation in the aggregate issued and outstanding special voting share capital of the Acquiring Company to which holders of Acquiring Company Special Voting Shares are entitled. No particular rights to dividends will be granted in connection with the Demerger.
|
|
Per de Splitsing Effectieve Datum, zal (i) elke houder van FE Interim Gewone Aandelen delen in elke uitkering van winst door de Verkrijgende Vennootschap naar evenredigheid van het relevante gedeelte van het gehele geplaatste en uitstaande gewone aandelenkapitaal van de Verkrijgende Vennootschap waartoe de houders van Verkrijgende Vennootschap Gewone Aandelen gerechtigd zijn en (ii) elke houder van FE Interim Bijzondere Stemrechtaandelen delen in elke uitkering van winst door de Verkrijgende Vennootschap naar evenredigheid van het relevante gedeelte van het gehele geplaatste en uitstaande bijzondere stemrechtaandelenkapitaal waartoe de houders van Verkrijgende Vennootschap Bijzondere Stemrechtaandelen gerechtigd zijn. Geen bijzondere rechten op dividend worden toegekend in verband met de Splitsing.
|
16 Shares to be cancelled pursuant to Section 2:334x paragraph 3 DCC
|
|
16 In te trekken aandelen ingevolge artikel 2:334x lid 3 BW
|
Not applicable.
|
|
Niet van toepassing.
|
17 The consequences for holders of non-voting shares or shares without profit sharing rights
|
|
17 De gevolgen voor houders van stemrechtloze aandelen of winstrechtloze aandelen
|
Not applicable because FE Interim does not have non-voting shares or shares without profit sharing rights in its capital.
|
|
Niet van toepassing aangezien FE Interim geen stemrechtloze aandelen of winstrechtloze aandelen in haar kapitaal heeft.
|
18 The amount of compensation for a share pursuant to Section 2:334ee1 DCC
|
|
18 Het bedrag van de schadevergoeding voor een aandeel ingevolge artikel 2:334ee1 BW
|
Not applicable because FE Interim does not have non-voting shares or shares without profit sharing rights in its capital.
|
|
Niet van toepassing aangezien FE Interim geen stemrechtloze aandelen of winstrechtloze aandelen in haar kapitaal heeft.
|
19 The maximum amount for which compensation may be requested pursuant to Section 2:334ee1 DCC
|
|
19 Het maximumbedrag aan schadevergoeding dat kan worden verzocht ingevolge artikel 2:334ee1 BW
|
Not applicable because FE Interim does not have non-voting shares or shares without profit sharing rights in its capital.
|
|
Niet van toepassing aangezien FE Interim geen stemrechtloze aandelen of winstrechtloze aandelen in haar kapitaal heeft.
|
20 Auditor's statement on the proposed Exchange Ratio
|
|
20 Accountantsverklaring op de voorgestelde Ruilverhouding
|
KPMG Accountants N.V. has issued a statement as referred to in Section 2:334aa paragraph 1 DCC. This statement is attached to this Demerger proposal as
Annex I
.
|
|
KPMG Accountants N.V. heeft een verklaring als bedoeld in artikel 2:334aa lid 1 BW afgegeven. Deze verklaring is als
Bijlage I
aan dit voorstel tot Splitsing gehecht.
|
21 Signing formalities and governing law
|
|
21 Ondertekeningsformaliteiten en toepasselijk recht
|
Pursuant to Section 2:334f DCC this Demerger proposal will have to be signed by each member of the boards of directors of FE Interim and the Acquiring Company.
|
|
Ingevolge artikel 2:334f BW moet dit voorstel tot Splitsing ondertekend worden door elk lid van het bestuur van FE Interim en de Verkrijgende Vennootschap.
|
This Demerger proposal is governed by, and interpreted in accordance with, Dutch law. In the event of a conflict between the Dutch and English version of this Demerger proposal, the Dutch version will prevail.
|
|
Dit voorstel tot Splitsing wordt beheerst door, en geïnterpreteerd in overeenstemming met, Nederlands recht. Ingeval van tegenstrijdigheid tussen de Nederlandse en Engelse versie van dit voorstel tot Splitsing, zal de Nederlandse versie voorgaan.
|
(
signature pages follow
)
|
|
(handtekeningenpagina volgt)
|
____________________________________
|
____________________________________
|
||
Name:
|
Richard Palmer
|
Name:
|
Fabio Spirito
|
Title:
|
executive director
|
Title:
|
executive director
|
____________________________________
|
|
|
|
Name:
|
Ferrante Zileri Dal Verme
|
|
|
Title:
|
non-executive director
|
|
|
____________________________________
|
____________________________________
|
||
Name:
|
Alessandro Gili
|
Name:
|
Giorgio Fossati
|
Title:
|
executive director
|
Title:
|
executive director
|
____________________________________
|
|
|
|
Name:
|
Carlo Daneo
|
|
|
Title:
|
non-executive director
|
|
|
MERGER PROPOSAL – VOORSTEL TOT FUSIE
|
10 SEPTEMBER 2015
|
|
FE NEW N.V.
|
&
|
NEW BUSINESS NETHERLANDS N.V.
|
|
|
|
MERGER PROPOSAL
|
|
VOORSTEL TOT FUSIE
|
The boards of directors of:
|
|
De besturen van:
|
1.
FE New N.V.
, a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, and its registered office address at Via Abetone Inferiore N. 4, I-41053, Maranello, Italy, registered with the Dutch trade register under number 64060977, to be renamed Ferrari N.V. upon the effectuation of the Merger (as defined below) (
Acquiring Company
); and
|
|
1.
FE New N.V.
, een naamloze vennootschap naar Nederlands recht, gevestigd te Amsterdam en kantoorhoudende te Via Abetone Inferiore N.4, I-41053, Maranello, Italië, ingeschreven in het handelsregister onder nummer 64060977, waarvan de naam wordt gewijzigd in Ferrari N.V. per het moment van het van kracht worden van de Fusie (zoals hierna gedefinieerd) (
Verkrijgende Vennootschap
); en
|
2.
New Business Netherlands N.V.
, a public company under Dutch law, having its official seat in Amsterdam, the Netherlands, and its registered office address at Via Abetone Inferiore N. 4, I-41053, Maranello, Italy, registered with the Dutch trade register under number 57991561, to be renamed Ferrari N.V. prior to effectuation of the Merger (
Company Ceasing to Exist
),
|
|
2.
New Business Netherlands N.V.
, een naamloze vennootschap naar Nederlands recht, gevestigd te Amsterdam en kantoorhoudende te Via Abetone Inferiore N.4, I-41053, Maranello, Italië, ingeschreven in het handelsregister onder nummer 57991561, waarvan de naam wordt gewijzigd in Ferrari N.V. voorafgaand aan het moment van het van kracht worden van de Fusie (
Verdwijnende Vennootschap
),
|
the Acquiring Company and the Company Ceasing to Exist are hereinafter together also referred to as:
Merging Companies
,
|
|
de Verkrijgende Vennootschap en de Verdwijnende Vennootschap worden hierna gezamenlijk aangeduid als: Fuserende Vennootschappen,
|
whereas,
|
|
in aanmerking nemende,
|
(A) none of the Merging Companies has a supervisory board;
|
|
(A) bij geen van de Fuserende Vennootschappen is een raad van commissarissen ingesteld;
|
(B) the Merging Companies have not been dissolved or declared bankrupt, nor has a suspension of payment been declared with respect to the Merging Companies;
|
|
(B) de Fuserende Vennootschappen zijn niet ontbonden en verkeren niet in staat van faillissement, noch hebben zij surseance van betaling aangevraagd;
|
(C) none of the Merging Companies has a works council entitled to render advice in respect of the Merger (as defined below);
|
|
(C) geen van de Fuserende Vennootschappen heeft een ondernemingsraad die het recht heeft om advies te geven met betrekking tot de Fusie (zoals hierna gedefinieerd);
|
(D) there is no trade union entitled to render comments in respect of the Merger that has amongst its members employees of (a subsidiary of) one of the Merging Companies;
|
|
(D) er is geen vereniging van werknemers die werknemers van (een dochtermaatschappij van) één van de Fuserende Vennootschappen onder haar leden telt;
|
(E) prior to the effectiveness of the Merger, the common shares in the capital of the Company Ceasing to Exist will be admitted to listing and trading on the New York Stock Exchange (
NYSE
) and upon effectiveness of the Merger the common shares in the capital of the Acquiring Company will be admitted to listing and trading on the NYSE and, on or after such date, may also be admitted to listing and trading on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A.,
|
|
(E) voorafgaand aan het van kracht worden van de Fusie, worden de gewone aandelen in het kapitaal van de Verdwijnende Vennootschap toegelaten tot de notering en handel op de New York Stock Exchange (
NYSE
) en per het moment van het van kracht worden van de Fusie worden de gewone aandelen in het kapitaal van de Verkrijgende Vennootschap toegelaten tot de notering en handel op de NYSE en, op of na deze datum, kunnen ook worden toegelaten tot de notering en handel op de Mercato Telematico Azionario georganiseerd en beheerd door Borsa Italiana S.p.A.,
|
propose a merger (
Merger
) in accordance with Title 7, Book 2 of the Dutch Civil Code (
DCC
) at which the Company Ceasing to Exist will cease to exist and as a consequence whereof:
|
|
stellen voor een fusie (
Fusie
) in de zin van Titel 7 van Boek 2 van het Burgerlijk Wetboek (
BW
) tot stand te brengen waarbij de Verdwijnende Vennootschap zal ophouden te bestaan en als gevolg waarvan:
|
- the Acquiring Company will acquire the assets and/or liabilities of the Company Ceasing to Exist under a universal title of succession; and
|
|
- de Verkrijgende Vennootschap het vermogen van de Verdwijnende Vennootschap onder algemene titel verkrijgt; en
|
- the shareholders of the Company Ceasing to Exist will be granted shares in the capital of the Acquiring Company.
|
|
- de aandeelhouders van de Verdwijnende Vennootschap aandelen in het kapitaal van de Verkrijgende Vennootschap krijgen toegekend.
|
This Merger proposal will be filed and published in accordance with the applicable laws and regulations. The proposal will also be made available at the registered office address of the Merging Companies for inspection by whomever is entitled thereto by applicable law.
|
|
Dit voorstel tot Fusie zal worden gedeponeerd en gepubliceerd in overeenstemming met de toepasselijke wetten en regelgeving. Het voorstel zal ook beschikbaar worden gemaakt ten kantore van de Fuserende Vennootschappen ter inzage voor degenen die daartoe volgens toepasselijk recht gerechtigd zijn.
|
Pursuant to Section 2:318 DCC, the Merger shall be executed in accordance with the relevant provisions of Dutch law and as such will become effective on the day following the day on which the notarial deed of Merger is executed before a civil law notary, officiating in the Netherlands (
Merger Effective Date
).
|
|
Ingevolge artikel 2:318 BW zal de Fusie worden uitgevoerd in overeenstemming met de relevante bepalingen van Nederlands recht en zodanig van kracht worden op de dag volgend op de dag waarop de notariële akte van Fusie wordt verleden voor een notaris met plaats van vestiging in Nederland (
Fusie Effectieve Datum
).
|
In connection with the 7.875% mandatory convertible security (
MCS
) issued by Fiat Chrysler Automobiles N.V. (
FCA
) in accordance with the indenture dated 16 December 2014 among FCA and The Bank of New York Mellon as trustee (
Indenture
) and outstanding immediately prior to the Merger Effective Date, the holders of the MCS shall receive such number of common shares in the capital of the Acquiring Company as agreed in and determined pursuant to the terms of the Indenture (
MCS Shares
).
|
|
In samenhang met het 7,875% verplicht converteerbaar effect (
MCS
) uitgegeven door Fiat Chrysler Automobiles N.V. (
FCA
) in overeenstemming met de indenture met datum 16 december 2014 tussen FCA en The Bank of New York Mellon als trustee (
Indenture
) en dat onmiddellijk voorafgaand aan de Fusie Effectieve Datum uitstaat, zullen de houders van de MCS een zodanig aantal gewone aandelen in het kapitaal van de Verkrijgende Vennootschap verkrijgen als overeengekomen in en bepaald volgens de voorwaarden van de Indenture (
MCS Aandelen
).
|
The data to be mentioned pursuant to the Sections 2:312 and 2:326 DCC are as follows:
|
|
De ingevolge de artikelen 2:312 en 2:326 BW te vermelden gegevens zijn de volgende:
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1 Type of legal entity, name and official seat of the Merging Companies
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1 Rechtsvorm, naam en zetel van de Fuserende Vennootschappen
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1.1 Acquiring Company
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1.1 Verkrijgende Vennootschap
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The public company under Dutch law FE New N.V., having its official seat in Amsterdam, the Netherlands.
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De naamloze vennootschap naar Nederlands recht FE New N.V., gevestigd Amsterdam.
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1.2 Company Ceasing to Exist
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1.2 Verdwijnende Vennootschap
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The public company under Dutch law New Business Netherlands N.V., having its official seat in Amsterdam, the Netherlands.
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De naamloze vennootschap naar Nederlands recht New Business Netherlands N.V., gevestigd Amsterdam.
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2 Articles of association of the Acquiring Company
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2 Statuten van de Verkrijgende Vennootschap
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The articles of association of the Acquiring Company were drawn up by a deed of incorporation executed on 4 September 2015 before G.M. Portier, civil law notary officiating in Amsterdam, the Netherlands. The consecutive wording of the current articles of association is attached to this Merger proposal as
Annex A
.
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De statuten van de Verkrijgende Vennootschap zijn vastgesteld bij akte van oprichting verleden op 4 september 2015 voor mr. G.M. Portier, notaris met plaats van vestiging in Amsterdam. De doorlopende tekst van de huidige statuten is als
Bijlage A
aan dit voorstel tot Fusie gehecht.
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The articles of association of the Acquiring Company shall be amended before or upon effectuation of the Merger in the form attached to this Merger proposal as
Annex B
, as a result of which
inter alia
the name of the Acquiring Company will be changed to Ferrari N.V.
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De statuten van de Verkrijgende Vennootschap zullen gewijzigd worden voorafgaand of per het moment van het van kracht worden van de Fusie in de vorm als
Bijlage B
aan dit voorstel tot Fusie gehecht, als gevolg waarvan onder meer de naam van de Verkrijgende Vennootschap gewijzigd zal worden in Ferrari N.V.
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3 Rights and compensations at the expense of the Acquiring Company granted pursuant to Section 2:320 DCC
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3 Rechten en vergoedingen ten laste van de Verkrijgende Vennootschap toe te kennen ingevolge artikel 2:320 BW
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As there are no persons who, in any other capacity than as shareholder, have special rights against the Company Ceasing to Exist, no special rights and no compensations will be granted at the expense of the Acquiring Company to anyone. At the same time as the Merger becomes effective, the MCS Shares will be issued to the holders of the MCS entitled thereto pursuant to the Indenture.
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Aangezien er geen personen zijn die anders dan als aandeelhouder bijzondere rechten hebben jegens de Verdwijnende Vennootschap, worden geen bijzondere rechten of vergoedingen aan iemand ten laste van de Verkrijgende Vennootschap toegekend. Tegelijkertijd met het van kracht worden van de Fusie, worden de MCS Aandelen uitgegeven aan de houders van de MCS daartoe gerechtigd volgens de Indenture.
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4 Benefits to be granted to members of the boards of directors of the Merging Companies or to others involved with the Merger, in connection with the Merger
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4 Voordelen, welke in verband met de Fusie aan leden van het bestuur van de Fuserende Vennootschappen of aan anderen betrokken bij de Fusie worden toegekend
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No benefits will be granted to members of the boards of directors of the Merging Companies or to others involved with the Merger, other than in such person’s capacity as shareholder of the Company Ceasing to Exist.
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Er worden geen voordelen toegekend aan leden van het bestuur van de Fuserende Vennootschappen of aan anderen betrokken bij de Fusie, anders dan aan anderen in hoedanigheid van aandeelhouder van de Verdwijnende Vennootschap.
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5 Intentions with regard to the composition of the board of directors of the Acquiring Company after the Merger
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5 Voornemens over de samenstelling van het bestuur van de Verkrijgende Vennootschap na de Fusie
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The current composition of the board of directors of the Acquiring Company is as follows:
executive directors:
-
Alessandro Gili; and
-
Giorgio Fossati,
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De huidige samenstelling van het bestuur van de Verkrijgende Vennootschap is als volgt:
uitvoerende bestuurders:
-
Alessandro Gili; en
-
Giorgio Fossati,
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non-executive director:
-
Carlo Daneo.
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niet-uitvoerende bestuurder:
-
Carlo Daneo.
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It is the intention to change the composition of the board of directors of the Acquiring Company in connection with the Merger.
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Het voornemen bestaat in verband met de Fusie wijziging te brengen in de samenstelling van het bestuur van de Verkrijgende Vennootschap.
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6 Date as of which the financial data regarding the assets and liabilities of the Company Ceasing to Exist will be accounted for in the annual accounts of the Acquiring Company
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6 Tijdstip met ingang waarvan de financiële gegevens met betrekking tot het gedeelte van het vermogen van de Verdwijnende Vennootschap zullen worden verantwoord in de jaarstukken van de Verkrijgende Vennootschap
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The financial data of the Company Ceasing to Exist will be accounted for in the annual accounts of the Acquiring Company as of 1 January 2016. The last financial year of the Company Ceasing to Exist will therefore end on 31 December 2015.
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De financiële gegevens van de Verdwijnende Vennootschap zullen worden verantwoord in de jaarstukken van de Verkrijgende Vennootschap per 1 januari 2016. Derhalve zal het laatste boekjaar van de Verdwijnende Vennootschap eindigen op 31 december 2015.
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7 Proposed measures in connection with the conversion of the shareholdership of the Company Ceasing to Exist
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7 Voorgenomen maatregelen in verband met de overgang van het aandeelhouderschap van de Verdwijnende Vennootschap
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The shares in the capital of the Acquiring Company to be granted in connection with the Merger will be in the form of registered shares.
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De aandelen in het kapitaal van de Verkrijgende Vennootschap zullen in verband met de Fusie worden toegekend in de vorm van aandelen op naam.
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The Acquiring Company Common Shares (as defined below) are expected to be delivered to the beneficiaries in book-entry form through the direct registration system facilitated by the Depositary Trust Company, a limited purpose trust company under New York law, within three business days following the Merger Effective Date.
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De Verkrijgende Vennootschap Gewone Aandelen (zoals hierna gedefinieerd) worden naar verwachting geleverd aan de begunstigden in girale vorm via een direct registratie systeem gefaciliteerd door de Depositary Trust Company, een trust vennootschap voor een bepaald doel onder het recht van New York, binnen drie werkdagen na de Fusie Effectieve Datum.
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The granting of Acquiring Company Special Voting Shares (as defined below) in connection with the Merger will be registered in the shareholders’ register of the Acquiring Company upon the Merger becoming effective.
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Het toekennen van Verkrijgende Vennootschap Bijzondere Stemrechtaandelen (zoals hierna gedefinieerd) in verband met de Fusie zullen worden geregistreerd in het aandeelhoudersregister van de Verkrijgende Vennootschap per het moment van het van kracht worden van de Fusie.
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A holder of a right of pledge or usufruct in a share in the capital of the Company Ceasing to Exist shall acquire the same right in respect of the share in the capital of the Acquiring Company acquired by the relevant holder of that share pursuant to the deed of Merger.
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Een houder van een pandrecht of vruchtgebruik op een aandeel in het kapitaal van de Verdwijnende Vennootschap zal hetzelfde recht ten aanzien van het aandeel in het kapitaal van de Verkrijgende Vennootschap krijgen, verkregen door de relevante houder van dat aandeel als gevolg van de akte van Fusie.
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8 Intentions involving continuance or termination of activities
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8 Voornemens omtrent voortzetting of beëindiging van activiteiten
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The activities of the Company Ceasing to Exist will be continued by the Acquiring Company in all material respects, including any changes currently contemplated by the Company Ceasing to Exist.
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De activiteiten van de Verdwijnende Vennootschap zullen worden voortgezet door de Verkrijgende Vennootschap in elk materieel opzicht, inclusief elke wijziging die op dit moment door de Verdwijnende Vennootschap wordt overwogen.
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9 Effects of the Merger on the goodwill and the distributable reserves of the Acquiring Company
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9 Invloed van de Fusie op de grootte van de goodwill en de uitkeerbare reserves van de Verkrijgende Vennootschap
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The Merger will take place on the basis of the book value and will therefore have no goodwill impact.
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De Fusie zal plaatsvinden op basis van de boekwaarde en zal hierdoor geen invloed hebben op de grootte van de goodwill.
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To the extent that the Acquiring Company must maintain reserves pursuant to Dutch law or its articles of association, as a result of the Merger, the freely distributable reserves of the Acquiring Company will increase with the difference between (i) the value of the assets and liabilities of the Company Ceasing to Exist that the Acquiring Company will acquire at the Merger and (ii) the aggregate nominal value of the shares in the capital of the Acquiring Company allotted at the Merger plus the reserves the Acquiring Company must maintain pursuant to Dutch law or its articles of association.
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Voor zover de Verkrijgende Vennootschap reserves krachtens Nederlands recht of haar statuten moet aanhouden, zullen als gevolg van de Fusie de vrij uitkeerbare reserves van de Verkrijgende Vennootschap toenemen met het verschil tussen (i) de waarde van het vermogen van de Verdwijnende Vennootschap dat de Verkrijgende Vennootschap bij de Fusie zal verkrijgen en (ii) de gezamenlijke nominale waarde van de aandelen in het kapitaal van de Verkrijgende Vennootschap toegekend bij de Fusie vermeerderd met de reserves die de Verkrijgende Vennootschap krachtens Nederlands recht of haar statuten moet aanhouden.
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10 Approval of the resolution to effect the Merger
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10 Goedkeuring van het besluit tot Fusie
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10.1 Acquiring Company
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10.1 Verkrijgende Vennootschap
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The resolution to effect the Merger has to be adopted by the general meeting of shareholders or the board of directors of the Acquiring Company. The resolution to effect the Merger is not subject to the approval of any other corporate body of the Acquiring Company or governmental authority.
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Het besluit tot Fusie moet door de algemene vergadering van aandeelhouders of het bestuur van de Verkrijgende Vennootschap worden genomen. Het besluit tot Fusie is niet onderworpen aan de goedkeuring van enig ander orgaan van de Verkrijgende Vennootschap noch van enig overheidsorgaan.
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10.2 Company Ceasing to Exist
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10.2 Verdwijnende Vennootschap
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The resolution to effect the Merger has to be adopted by the general meeting of shareholders of the Company Ceasing to Exist. The resolution to effect the Merger is not subject to the approval of any other corporate body of the Company Ceasing to Exist or governmental authority.
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Het besluit tot Fusie moet door de algemene vergadering van aandeelhouders van de Verdwijnende Vennootschap worden genomen. Het besluit tot Fusie is niet onderworpen aan de goedkeuring van enig ander orgaan van de Verdwijnende Vennootschap noch van enig overheidsorgaan.
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11 The exchange ratio of the shares. No cash payments
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11 De ruilverhouding van de aandelen. Geen betalingen in contanten
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The holders of common shares in the capital of the Company Ceasing to Exist (
Company Ceasing to Exist Common Shares
), will receive common shares in the capital of the Acquiring Company (
Acquiring Company Common Shares
) in accordance with an exchange ratio of one Acquiring Company Common Share for each Company Ceasing to Exist Common Share held by them at the Merger Effective Date, and the holders of special voting shares in the capital of the Company Ceasing to Exist (
Company Ceasing to Exist Special Voting Shares
), will receive special voting shares in the capital of the Acquiring Company (
Acquiring Company Special Voting Shares
) in accordance with an exchange ratio of one Acquiring Company Special Voting Share for each Company Ceasing to Exist Special Voting Share held by them at the Merger Effective Date (
Exchange Ratio
), provided that shares in the capital of the Company Ceasing to Exist which are held by or for the account of the Merging Companies will be cancelled pursuant to the provisions of Section 2:325 paragraph 4 DCC. The aggregate nominal value of the shares in the capital of the Acquiring Company to be issued in the Merger shall not exceed EUR 7.5 million.
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De houders van gewone aandelen in het kapitaal van de Verdwijnende Vennootschap (
Verdwijnende Vennootschap Gewone Aandelen
) zullen gewone aandelen in het kapitaal van de Verkrijgende Vennootschap verkrijgen (
Verkrijgende Vennootschap Gewone Aandelen
) in overeenstemming met een ruilverhouding van één Verkrijgende Vennootschap Gewoon Aandeel voor elk Verdwijnende Vennootschap Gewoon Aandeel door hen gehouden per de Fusie Effectieve Datum, en de houders van bijzondere stemrechtaandelen in het kapitaal van de Verdwijnende Vennootschap (
Verdwijnende Vennootschap Bijzondere Stemrechtaandelen
) zullen bijzondere stemrechtaandelen in het kapitaal van de Verkrijgende Vennootschap verkrijgen (
Verkrijgende Vennootschap Bijzondere Stemrechtaandelen
) in overeenstemming met een ruilverhouding van één Verkrijgende Vennootschap Bijzonder Stemrechtaandeel voor elk Verdwijnende Vennootschap Bijzonder Stemrechtaandeel door hen gehouden per de Fusie Effectieve Datum (
Ruilverhouding
), met dien verstande dat aandelen in het kapitaal van de Verdwijnende Vennootschap die worden gehouden door of namens de Fuserende Vennootschappen ingevolge artikel 2:325 lid 4 BW zullen worden ingetrokken. De gezamenlijke nominale waarde van de aandelen in het kapitaal van de Verkrijgende Vennootschap die worden uitgegeven bij de Fusie kan niet meer bedragen dan EUR 7,5 miljoen.
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No cash payments shall be made pursuant to the Exchange Ratio in connection with the Merger.
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Er zullen geen betalingen in contanten worden gedaan volgens de Ruilverhouding in verband met de Fusie.
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12 Date as of which the shareholders of the Company Ceasing to Exist will share in the profits of the Acquiring Company
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12 Datum waarop de aandeelhouders van de Verdwijnende Vennootschap zullen delen in de winst van de Verkrijgende Vennootschap
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As of the Merger Effective Date, (i) each holder of Company Ceasing to Exist Common Shares will share in any distribution of profits by the Acquiring Company in proportion to the relevant participation in the aggregate issued and outstanding common share capital of the Acquiring Company to which holders of Acquiring Company Common Shares are entitled and (ii) each holder of Company Ceasing to Exist Special Voting Shares will share in any distribution of profits by the Acquiring Company in proportion to the relevant participation in the aggregate issued and outstanding special voting share capital of the Acquiring Company to which holders of Acquiring Company Special Voting Shares are entitled. No particular rights to dividends will be granted in connection with the Merger.
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Per de Fusie Effectieve Datum, zal (i) elke houder van de Verkrijgende Vennootschap Gewone Aandelen delen in elke uitkering van winst door de Verkrijgende Vennootschap naar evenredigheid van het relevante gedeelte van het gehele geplaatste en uitstaande gewone aandelenkapitaal van de Verkrijgende Vennootschap waartoe de houders van Verkrijgende Vennootschap Gewone Aandelen gerechtigd zijn en (ii) elke houder van Verdwijnende Vennootschap Bijzondere Stemrechtaandelen delen in elke uitkering van winst door de Verkrijgende Vennootschap naar evenredigheid van het relevante gedeelte van het gehele geplaatste en uitstaande bijzondere stemrechtaandelenkapitaal waartoe de houders van Verkrijgende Vennootschap Bijzondere Stemrechtaandelen gerechtigd zijn. Geen bijzondere rechten op dividend worden toegekend in verband met de Fusie.
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13 Shares to be cancelled pursuant to Section 2:325 paragraph 3 DCC
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13 In te trekken aandelen ingevolge artikel 2:325 lid 3 BW
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No shares in the capital of the Acquiring Company which are held by or for the account of the Merging Companies will be cancelled pursuant to the provisions of Section 2:325 paragraph 3 DCC.
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Geen aandelen in het kapitaal van de Verkrijgende Vennootschap die worden gehouden door of voor rekening van de Fuserende Vennootschappen zullen als gevolg van het bepaalde in artikel 2:325 lid 3 BW ingetrokken worden.
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14 The consequences for holders of non-voting shares or shares without profit sharing rights
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14 De gevolgen voor houders van stemrechtloze aandelen of winstrechtloze aandelen
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Not applicable because the Company Ceasing to Exist does not have non-voting shares or shares without profit sharing rights in its capital.
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Niet van toepassing aangezien de Verdwijnende Vennootschap geen stemrechtloze aandelen of winstrechtloze aandelen in haar kapitaal heeft.
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15 The amount of compensation for a share pursuant to Section 2:330a DCC
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15 Het bedrag van de schadevergoeding voor een aandeel ingevolge artikel 2:330a BW
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Not applicable because the Company Ceasing to Exist does not have non-voting shares or shares without profit sharing rights in its capital.
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Niet van toepassing aangezien de Verdwijnende Vennootschap geen stemrechtloze aandelen of winstrechtloze aandelen in haar kapitaal heeft.
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16 The maximum amount for which compensation may be requested pursuant to Section 2:330a DCC
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16 Het maximumbedrag aan schadevergoeding dat kan worden verzocht ingevolge artikel 2:330a BW
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Not applicable because the Company Ceasing to Exist does not have non-voting shares or shares without profit sharing rights in its capital.
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Niet van toepassing aangezien de Verdwijnende Vennootschap geen stemrechtloze aandelen of winstrechtloze aandelen in haar kapitaal heeft.
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17 Auditor’s statements
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17 Accountantsverklaringen
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KPMG Accountants N.V. and Deloitte Accountants B.V. have each issued a statement as referred to in Section 2:328 paragraph 1 second sentence DCC. These statements are attached to this Merger proposal as
Annex C1
and
Annex C2
respectively.
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KPMG Accountants N.V. en Deloitte Accountants B.V. hebben elk een verklaring als bedoeld in artikel 2:328 lid 1 tweede volzin BW afgegeven. Deze verklaringen zijn als
Bijlage C1
respectievelijk
Bijlage C2
aan dit voorstel tot Fusie gehecht.
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18 Interim financial statements
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18 Tussentijdse vermogensopstellingen
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The interim financial statements of the Acquiring Company and the Company Ceasing to Exist as referred to in Section 2:313 paragraph 2 DCC are attached to this Merger proposal as
Annex D1
and
Annex D2
respectively.
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De tussentijdse vermogensopstelling van de Verkrijgende Vennootschap en de Verdwijnende Vennootschap als bedoeld in artikel 2:313 lid 2 BW zijn als
Bijlage D1
respectievelijk
Bijlage D2
aan dit voorstel tot Fusie gehecht.
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19 Signing formalities and governing law
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19 Ondertekeningsformaliteiten en toepasselijk recht
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Pursuant to Section 2:312 DCC this Merger proposal will have to be signed by each member of the boards of directors of the Merging Companies.
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Ingevolge artikel 2:312 BW moet dit voorstel tot Fusie ondertekend worden door elk lid van het bestuur van de Fuserende Vennootschappen.
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This Merger proposal is governed by, and interpreted in accordance with, Dutch law. In the event of a conflict between the Dutch and the English version of this Merger proposal, the Dutch version will prevail.
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Dit voorstel tot Fusie wordt beheerst door, en geïnterpreteerd in overeenstemming met, Nederlands recht. Ingeval van tegenstrijdigheid tussen de Nederlandse en de Engelse versie van dit voorstel tot Fusie, zal de Nederlandse versie voorgaan.
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(
signature pages follow
)
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(handtekeningenpagina volgt)
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____________________________________
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____________________________________
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Name:
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Sergio Marchionne
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Name:
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Richard Palmer
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Title:
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director
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Title:
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director
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____________________________________
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Name:
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Alessandro Gili
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Title:
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director
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____________________________________
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____________________________________
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Name:
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Alessandro Gili
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Name:
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Giorgio Fossati
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Title:
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executive director
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Title:
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executive director
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____________________________________
|
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Name:
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Carlo Daneo
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Title:
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non-executive director
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1.
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Definitions
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1.1
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In these Articles of Association the following words shall have the following meanings:
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1.2
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References to Articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent.
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2.
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Name and corporate seat
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2.1
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The name of the company is:
Ferrari
N.V.
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2.2
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The company has its corporate seat in Amsterdam, the Netherlands.
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3.
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Objects
|
3.1
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The objects for which the company is established are to carry on, either directly or through wholly or partially-owned companies and entities, activities relating in whole or in any part to passenger and commercial vehicles, transport, mechanical engineering, energy, engines, capital machinery and equipment and related goods and propulsion, as well as any other manufacturing, commercial, financial or service activity.
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3.2
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Within the scope and for the achievement of the purposes mentioned in Article 3.1, the company may:
|
(a)
|
operate in, among other areas, the mechanical, electrical, electro mechanical, thermo mechanical, electronic, nuclear, chemical, mining, steel and metallurgical industries, as well as in telecommunications, civil, industrial and agricultural engineering, publishing, information services, tourism and other service industries;
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(b)
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acquire shareholdings and interests in companies and enterprises of any kind or form and purchase, sell or place shares, debentures, bonds, promissory notes or other securities or evidence of indebtedness;
|
(c)
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provide financing to companies and entities it wholly or partially owns and carry on the technical, commercial, financial and administrative coordination of their activities;
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(d)
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provide or arrange for the provision (including through partially owned entities) of financing for distributors, dealers, retail customers, vendors and other business partners
and carry on the technical, commercial, financial and administrative coordination of their activities;
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(e)
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purchase or otherwise acquire, on its own behalf or on behalf of companies and entities it wholly or partially owns, the ownership or right of use of intangible assets providing them for use by those companies and entities;
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(f)
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promote and ensure the performance of research and development activities, as well as the use and exploitation of the results thereof;
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(g)
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undertake, on its own behalf or on behalf of companies and entities it wholly or partially owns, any investment, real estate, financial, commercial, or partnership transaction whatsoever, including the assumption of loans and financing in general and the granting to third parties of endorsements, surety ships and other guarantees, including real security; and
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(h)
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undertake and perform any management or support services or any other activity ancillary, preparatory or complementary to any of the above.
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4.
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Share capital and shares
|
4.1
|
The authorized share capital of the company amounts to seven million five hundred thousand euro (EUR 7,500,000), divided into three hundred seventy-five million (375,000,000) common shares and three hundred seventy-five million (375,000,000) special voting shares with a nominal value of one eurocent (EUR 0.01) each.
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4.2
|
When shares are subscribed for, the par value thereof and, if the shares are subscribed at a higher amount, the difference between such amounts, shall be paid-up, without prejudice to the provision of Section 2:80 paragraph 2 of the Dutch Civil Code. Where shares of a particular class are subscribed at a higher amount than the nominal value, the difference between such amounts shall be carried to the share premium reserve of that class of shares.
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4.3
|
Upon the establishment of a right of pledge on a common share or the creation or transfer of a right of usufruct on a common share, the right to vote may be vested in the pledgee or the usufructuary, with due observance of the relevant provisions of Dutch law.
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4.4
|
Both the holder of one or more common shares without voting right and the pledgee or usufructuary of one or more common shares with voting right shall have the rights conferred by law upon holders of depositary receipts issued with a company’s cooperation for shares in its share capital.
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4.5
|
No right of pledge may be established on a special voting share.
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4.6
|
The voting rights attributable to a special voting share may not be assigned to the usufructuary.
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4.7
|
The usufructuary of one or more special voting shares shall not have the rights conferred by law upon holders of depositary receipts issued with a company's cooperation for shares in its share capital.
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4.8
|
The company may cooperate in the issuance of registered depositary receipts for common shares, but only pursuant to a resolution to that effect of the board of directors. Each holder of such depositary receipts shall have the rights conferred by law or by the applicable depositary agreement upon holders of depositary receipts issued with a company’s cooperation for shares in its share capital.
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5.
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Holding requirement in respect of special voting shares
|
5.1
|
Special voting shares may only be held by a Qualifying Shareholder and the company itself. A Qualifying Shareholder may hold no more than one (1) special voting share for each Qualifying Common Share held by such shareholder. Other than as provided in the Articles 8.8 and 8.9, there shall be no limit on the number of special voting shares that may be held by the company.
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5.2
|
Subject to a prior resolution of the board of directors, which may set certain terms and conditions, the holder of one (1) or more Qualifying Common Shares will be eligible to hold one (1) special voting share for each such Qualifying Common Share.
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5.3
|
In the event of a Change of Control in respect of a Qualifying Shareholder or in the event that a Qualifying Shareholder requests that some or all of its Qualifying Common Shares be de-registered from the Loyalty Register in accordance with Article 11.3, or transfers some or all of its Qualifying Common Shares to any other party (other than a Loyalty Transferee):
|
(a)
|
a corresponding number of Qualifying Common Shares of such shareholder shall be de-registered from the Loyalty Register with immediate effect and as a consequence shall no longer qualify as Qualifying Common Shares;
|
(b)
|
such shareholder shall be obliged to immediately offer and transfer a number of special voting shares equal to the number of Qualifying Common Shares referred to in Article 5.3 (a) to the company and any and all voting rights attached to such special voting shares will be suspended with immediate effect.
|
5.4
|
In the event of a Change of Control in respect of a shareholder who is registered in the Loyalty Register but is not yet a Qualifying Shareholder with respect to one or more of its common
|
5.5
|
In respect of special voting shares offered to the company pursuant to Article 5.3, the offering shareholder and the company shall determine the purchase price by mutual agreement. If they do not reach agreement on the purchase price, the purchase price shall be determined by one or more accountants appointed jointly by them. If they do not reach agreement on the accountant or accountants, as the case may be, the price shall be determined by three accountants, one to be appointed by the offering shareholder, one to be appointed by the company and the third one to be appointed jointly by the accountants thus appointed. The appointed accountants shall be authorized to inspect all books and records of the company and to obtain all such information as will be useful to them determining the price.
|
6.
|
Issuance of shares
|
6.1
|
The general meeting of shareholders or alternatively the board of directors, if it has previously been designated to do so by the general meeting of shareholders, shall have authority to resolve on any issuance of shares. The general meeting of shareholders shall, for as long as any such designation of the board of directors for this purpose is in force, no longer have authority to decide on the issuance of shares. For a period of five (5) years from [the
l
day of
l
two thousand fifteen –
effective date articles of association
], the board of directors shall irrevocably be authorized to issue shares up to the maximum aggregate amount of shares as provided for in the company’s authorized share capital as set out in Article 4.1, as amended from time to time.
|
6.2
|
The general meeting of shareholders or the board of directors if so designated in accordance with Article 6.1, shall decide on the price and the further terms and conditions of issuance, with due observance of what is required in relation thereto in the law and in these Articles of Association.
|
6.3
|
If the board of directors is designated to have authority to decide on the issuance of shares by the general meeting of shareholders, such designation shall specify the class of shares and the maximum number of shares that can be issued under such designation. When making such designation the duration thereof, which shall not be for more than five (5) years, shall be resolved upon at the same time. The designation may be extended from time to time for periods not exceeding five (5) years from the date of such extension. The designation may not be withdrawn unless otherwise provided in the resolution in which the designation is made.
|
6.4
|
Within eight (8) days after the passing of a resolution of the general meeting of shareholders to issue shares or to designate the board of directors as provided in Article 6.1, the company shall deposit the complete text of such resolution at the office of the Dutch trade register. Within eight (8) days after the end of each quarter of the financial year, the company shall notify the Dutch trade register of each issuance of shares which occurred during such quarter. Such notification shall state the number of shares issued and their class. Failure to duly make such notification shall neither affect the authority of the general meeting of shareholders or the board of directors to issue shares nor the validity of the shares issued.
|
6.5
|
What has been provided in the Articles 6.1 up to and including 6.4 shall
mutatis mutandis
be applicable to the granting of rights to subscribe for shares, but shall not be applicable to the issuance of shares to persons exercising a previously granted right to subscribe for shares.
|
6.6
|
Payment for shares shall be made in cash unless another form of contribution has been agreed. Payment in a currency other than euro may only be made with the consent of the company. Payment in a currency other than euro will discharge the obligation to pay up the nominal value to the extent that the amount paid can be freely exchanged into an amount in euro equal to the nominal value of the relevant shares. The rate of exchange on the day of payment will
|
6.7
|
The board of directors is expressly authorized to enter into the legal acts referred to in Section 2:94 of the Dutch Civil Code, without the prior consent of the general meeting of shareholders.
|
7.
|
Right of pre-emption
|
7.1
|
Subject to Article 7.9 and the remainder of this Article 7, in the event of an issuance of common shares, every holder of common shares shall have a right of pre-emption with regard to the common shares to be issued in proportion to the aggregate nominal value of his common shares, provided however that no such right of pre-emption shall exist in respect of shares to be issued to employees of the company or of a group company pursuant to any option plan of the company.
|
7.2
|
A shareholder shall have no right of pre-emption for shares that are issued against a non-cash contribution.
|
7.3
|
In the event of an issuance of special voting shares to Qualifying Shareholders, shareholders shall not have any right of pre-emption.
|
7.4
|
The general meeting of shareholders or the board of directors, as the case may be, shall decide when passing the resolution to issue shares in which manner the shares shall be issued and, to the extent that rights of pre-emption apply, within what period those rights may be exercised.
|
7.5
|
The company shall give notice of an issuance of shares that is subject to a right of pre-emption and of the period during which such right may be exercised by announcement in the Dutch State Gazette and in a nationally distributed newspaper.
|
7.6
|
The right of pre-emption may be exercised during a period of at least two (2) weeks after the announcement in the Dutch State Gazette.
|
7.7
|
Subject to Article 7.9, the right of pre-emption may be limited or excluded by a resolution of the general meeting of shareholders or a resolution of the board of directors if the board of directors has been designated to do so by the general meeting of shareholders and provided the board of directors has also been authorized to resolve on the issuance of shares. In the proposal to the general meeting of shareholders to limit or exclude pre-emption rights the reasons for the proposal and a substantiation of the proposed issuance price shall be explained in writing. With respect to designation of the board of directors the provisions of the last three sentences of Article 6.3 shall apply
mutatis mutandis
.
|
7.8
|
For a resolution of the general meeting of shareholders to limit or exclude the right of pre-emption or to designate the board of directors as authorized to do so, a simple majority of the votes cast is required to approve such resolution, provided, however, that if less than one half of the issued share capital is represented at the meeting, then a majority of at least two thirds of the votes cast is required to adopt such resolution. Within eight (8) days from the resolution the company shall deposit a complete text thereof at the office of the Dutch trade register.
|
7.9
|
For a period of five (5) years from [the
l
day of
l
two thousand fifteen –
effective date articles of association
], the board of directors shall irrevocably be authorized to limit or exclude the right of pre-emption as set out in this Article 7 (including Article 7.10).
|
7.10
|
When rights are granted to subscribe for common shares the shareholders shall also have a right of pre-emption with respect to such rights; what has been provided hereinbefore in this
|
8.
|
Acquisition by the company of shares in its own share capital
|
8.1
|
The company shall at all times have the authority to acquire fully paid-up shares in its own share capital, provided that such acquisition is made for no consideration (
om niet
).
|
8.2
|
The company shall also have authority to acquire fully paid-up shares in its own share capital or depositary receipts thereof for consideration, if:
|
(a)
|
the general meeting of shareholders has authorized the board of directors to make such acquisition – which authorization shall be valid for no more than eighteen (18) months and has specified the number of shares which may be acquired, the manner in which they may be acquired and the (criteria to establish the) limits within which the price must be set;
|
(b)
|
the company's equity, after deduction of the acquisition price of the relevant shares, is not less than the sum of the paid-in and called up portions of the share capital and the reserves that have to be maintained pursuant to Dutch law and these Articles of Association; and
|
(c)
|
the aggregate nominal value of the shares to be acquired and the shares in its share capital the company already holds, holds as pledgee or are held by a subsidiary, does not amount to more than one half of the issued share capital.
|
8.3
|
The company's equity as shown in the last confirmed and adopted balance sheet, after deduction of the acquisition price for shares in the share capital of the company, the amount of the loans as referred to in Section 2:98c of the Dutch Civil Code and distributions from profits or reserves to any other persons that became due by the company and its subsidiaries after the date of the balance sheet, shall be decisive for purposes of Article 8.2 subs (b) and (c). If more than six (6) months have elapsed since the end of a financial year without the annual accounts having been adopted, an acquisition in accordance with Article 8.2 shall not be allowed until such time as the annual accounts shall be adopted.
|
8.4
|
No authorization shall be required if the company acquires its own shares for the purpose of transferring the same to employees of the company or a group company under a scheme applicable to such employees. Such own shares must be officially listed on a price list of a stock exchange.
|
8.5
|
The Articles 8.1 and 8.2 shall not apply to shares which the company acquires under universal title of succession (
algemene titel
).
|
8.6
|
Any acquisition by the company of shares that have not been fully paid up shall be void.
|
8.7
|
Any disposal of shares held by the company will require a resolution of the board of directors. Such resolution shall also stipulate any conditions of the disposal.
|
8.8
|
The company may, jointly with its subsidiaries, hold shares in its own capital exceeding one-tenth of its issued capital for no more than three years after acquisition of shares for no consideration or under universal title of succession. Any shares held by the company in excess of the amount permitted shall transfer to the directors jointly at the end of the last day of such three year period. Each director shall be jointly and severally liable to compensate the company for the value of the shares at such time, with interest at the statutory rate thereon from such time. For the purpose of this Article 8.8 the term shares shall include depositary receipts for shares and shares in respect of which the company holds a right of pledge.
|
8.9
|
Article 8.8 shall apply correspondingly to shares and depositary receipt for shares acquired by the company in accordance with Article 8.4 without the authorization of the general meeting of shareholders and held by the company for more than one year after acquisition thereof.
|
9.
|
Reduction of the issued share capital
|
9.1
|
The general meeting of shareholders shall have the authority to pass a resolution to reduce the issued share capital (i) by the cancellation of shares and/or (ii) by reducing the nominal value of the shares by means of an amendment to these Articles of Association. The shares to which such resolution relates shall be stated in the resolution and it shall also be stated therein how the resolution shall be implemented.
|
9.2
|
A resolution to cancel shares may only relate to shares held by the company itself in its own share capital.
|
9.3
|
Any reduction of the nominal value of the shares without repayment must be made
pro rata
on all shares of the same class.
|
9.4
|
A partial repayment on shares shall only be allowed in implementation of a resolution to reduce the nominal value of the shares. Such a repayment must be made in respect of all shares of the same class on a
pro rata
basis, or in respect of the special voting shares only. The
pro rata
requirement may be waived with the consent of all the shareholders of the affected class.
|
9.5
|
A resolution to reduce the share capital shall require a simple majority of the votes cast in a general meeting of shareholders, provided, however, that such resolution shall require a majority of at least two-thirds of the votes cast in a general meeting of shareholders if less than one half of the issued capital is represented at the meeting.
|
9.6
|
The notice convening a general meeting of shareholders at which a resolution to reduce the share capital is to be passed shall state the purpose of the reduction of the share capital and the manner in which effect is to be given thereto. Section 2:123 paragraphs 1 and 2 of the Dutch Civil Code shall apply
mutatis mutandis
.
|
9.7
|
The company shall deposit the resolutions referred to in Article 9.1 at the office of the Dutch trade register and shall publish a notice of such deposit in a nationally distributed daily newspaper; what has been provided in Section 2:100 paragraphs 2 up to and including 6 of the Dutch Civil Code shall be applicable to the company.
|
10.
|
Shares and share certificates
|
10.1
|
The shares shall be registered shares and they shall for each class be numbered as the board of directors shall determine.
|
10.2
|
The board of directors may resolve that, at the request of the shareholder, share certificates shall be issued in respect of shares in such denominations as the board of directors shall determine, which certificates are exchangeable at the request of the shareholder.
|
10.3
|
Share certificates shall not be provided with dividend coupons or a talon.
|
10.4
|
Each share certificate carries the number(s), if any, of the share(s) in respect of which they were issued.
|
10.5
|
The exchange referred to in Article 10.2 shall be free of charge.
|
10.6
|
Share certificates shall be signed by a director. The board of directors may resolve that the signature shall be replaced by a facsimile signature.
|
10.7
|
The board of directors may determine that for the purpose of trading and transfer of shares at a foreign stock exchange, share certificates shall be issued in such form as shall comply with the requirements of such foreign stock exchange.
|
10.8
|
On a request in writing by the party concerned and upon provision of satisfactory evidence as to title, replacement share certificates may be issued in respect of share certificates which have been mislaid, stolen or damaged, on such conditions, including, without limitation, the provision of indemnity to the company as the board of directors shall determine.
|
10.9
|
The costs of the issuance of replacement share certificates may be charged to the applicant. As a result of the issuance of replacement share certificates the original share certificates will become void and the company will have no further obligation with respect to such original
|
11.
|
Register of shareholders and Loyalty Register
|
11.1
|
The board of directors shall appoint a registrar who shall keep a register of shareholders in which the name and address of each shareholder shall be entered, the number and class of shares held by each of them, and, in so far as applicable, the further particulars referred to in Section 2:85 of the Dutch Civil Code.
|
11.2
|
The registrar shall be authorized to keep the register of shareholders in an electronic form and to keep a part of the register of shareholders outside the Netherlands if required to comply with applicable foreign legislation or the rules of a stock exchange where the shares are listed.
|
11.3
|
The board of directors shall determine the form and contents of the register of shareholders with due observance of the provisions of Articles 11.1 and 11.2 and Section 2:85 of the Dutch Civil Code.
|
11.4
|
The registrar shall separately administer a Loyalty Register which does not form part of the company’s register of shareholders. The registrar shall enter in the Loyalty Register the name and address of shareholders who have requested the board of directors to be registered in such register in order to become eligible to acquire special voting shares, recording the entry date and number and amount of common shares in respect of which the relevant request was made.
|
11.5
|
A holder of common shares that are included in the Loyalty Register may at any time request to de-register from the Loyalty Register some or all of its common shares included therein.
|
11.6
|
The register of shareholders and Loyalty Register shall be kept up to date regularly.
|
11.7
|
Upon request and free of charge, the registrar shall provide shareholders and those who have a right of usufruct or pledge in respect of such shares with an extract from the register of shareholders and Loyalty Register in respect of their registration.
|
11.8
|
The registrar shall be authorized to disclose information and data contained in the register of shareholders and Loyalty Register and/or have the same inspected to the extent that this is requested to comply with applicable legislation or rules of a stock exchange where the shares are listed from time to time.
|
12.
|
Transfer of shares
|
12.1
|
The transfer of shares or of a restricted right thereto shall require an instrument intended for such purpose and, save when the company itself is a party to such legal act, the written acknowledgement by the company of the transfer. The acknowledgement shall be made in the instrument or by a dated statement on the instrument or on a copy or extract thereof mentioning the acknowledgement signed as a true copy by the notary or the transferor, or in the manner referred to in Article 12.2. Service of such instrument or such copy or extract on the company shall be considered to have the same effect as an acknowledgement.
|
12.2
|
If a share certificate has been issued for a share the surrender to the company of the share certificate shall also be required for such transfer.
|
13.
|
Blocking Clause in respect of special voting shares
|
13.1
|
Common shares are freely transferable. A transfer of special voting shares other than pursuant to Article 5.3 may only be effected with due observance of Articles 5.1 and 13.
|
13.2
|
A shareholder who wishes to transfer one or more special voting shares shall require the approval of the board of directors.
|
13.3
|
If the board of directors grants the approval, or if approval is deemed to have been granted as provided for in Article 13.4, the transfer must be effected within three (3) months of the date of such approval or deemed approval.
|
13.4
|
If the board of directors does not grant the approval, then the board of directors should at the same time provide the requesting shareholder with the names of one or more prospective purchasers who are prepared to purchase all the special voting shares referred to in the request for approval, against payment in cash. If the board of directors does not grant the approval but at the same time fails to designate prospective purchasers, then approval shall be deemed to have been granted. The approval shall likewise be deemed granted if the board of directors has not made a decision in respect of the request for approval within six (6) weeks upon receipt of such request.
|
13.5
|
The requesting shareholder and the prospective purchaser accepted by him shall determine the purchase price referred to in Article 13.4 by mutual agreement. If they do not reach agreement on the purchase price, Article 5.5 shall apply
mutatis mutandis
.
|
14.
|
Board of directors
|
14.1
|
The company shall have a board of directors, consisting of three (3) or more directors, comprising both directors having responsibility for the day-to-day management of the company (executive directors) and directors not having such day-to-day responsibility (non-executive directors). The board of directors as a whole will be responsible for the strategy of the company. The majority of the directors shall consist of non-executive directors.
|
14.2
|
Subject to Article 14.1, the board of directors shall determine the number of directors.
|
14.3
|
The general meeting of shareholders shall appoint the directors and shall at all times have power to suspend or to dismiss any director. Upon appointment the general meeting of shareholders shall determine whether a director is an executive director or a non-executive director. The term of office of directors will be for a period of approximately one year after appointment, such period expiring on the day the first annual general meeting of shareholders is held in the following calendar year at the end of the relevant meeting. If as a result of resignations or other reasons the majority of the directors elected by shareholders is no longer in office, a general meeting of shareholders will be convened on an urgent basis by the directors still in office for the purpose of electing a new board of directors. In such case, the term of office of all directors in office that are not reappointed at that general meeting of shareholders will be deemed to have expired at the end of the relevant meeting. Each director may be reappointed for an unlimited number of terms.
|
14.4
|
The company shall have a policy in respect of the remuneration of the directors. Such remuneration policy shall be adopted by the general meeting of shareholders. The remuneration policy shall at a minimum address the matters referred to in Section 2:383 (c) to (e) of the Dutch Civil Code, to the extent they relate to the board of directors.
|
14.5
|
With due observation of the remuneration policy referred to in Article 14.4 and the provisions of law, including those in respect of allocation of responsibilities between executive and non-executive directors, the board of directors may determine the remuneration for the directors in respect of the performance of their duties, provided that nothing herein contained shall preclude any directors from serving the company or any subsidiary or related company thereof in any other capacity and receiving compensation therefor and provided further that the executive directors may not participate in the decision-making regarding the determination of the remuneration for the executive directors.
|
14.6
|
The board of directors shall submit to the general meeting of shareholders for its approval plans to award shares or the right to subscribe for shares. The plans shall at least set out the
|
14.7
|
Failure to obtain the approval of the general meeting of shareholders required under Article 14.6 shall not affect the powers of representation of the board of directors.
|
14.8
|
The company shall not grant its directors any personal loans, guarantees or the like other than in the normal course of business, as regards executive directors on terms applicable to the personnel as a whole, and after approval of the board of directors.
|
15.
|
Management, regulations and decision-making
|
15.1
|
The board of directors shall exercise its duties, including the oversight of the company, subject to the limitations contained in these Articles of Association.
|
15.2
|
The chairman of the board of directors as referred to by law shall be a non-executive director and shall have the title Chair. The board of directors may grant other titles to the directors. The board of directors may furthermore appoint or delegate the appointment of a Secretary, who need not be selected from among its members.
|
15.3
|
The regulations shall include an allocation of tasks amongst the executive directors and non-executive directors and may provide for general or specific delegation of powers.
|
15.4
|
The board of directors may determine that one or more directors can lawfully adopt resolutions (
rechtsgeldig besluiten
) concerning matters belonging to his or their duties within the meaning of Section 2:129a paragraph 3 of the Dutch Civil Code. Any directors that adopt any resolutions within the meaning of this provision will have to inform the other directors thereof within a reasonable time.
|
15.5
|
The board of directors can only adopt valid resolutions when the majority of the directors in office shall be present or represented at the meeting of the board of directors.
|
15.6
|
A director may be represented by a co-director if authorized in writing; provided that a director may not act as proxy for more than one co-director.
|
15.7
|
All resolutions shall be adopted by the favorable vote of the majority of the directors present or represented at the meeting, provided that the regulations may contain specific provisions in this respect. Each director shall have one (1) vote.
|
15.8
|
The board of directors shall be authorized to adopt resolutions without convening a meeting if all directors shall have expressed their opinions in writing, unless one or more directors shall object in writing to the resolution being adopted in this way prior to the adoption of the resolution.
|
15.9
|
The board of directors shall require the approval of the general meeting of shareholders for resolutions concerning an important change in the company's identity or character, including in any case:
|
(a)
|
the transfer to a third party of the business of the company or practically the entire business of the company;
|
(b)
|
the entry into or breaking off of any long-term cooperation of the company or a subsidiary with another legal entity or company or as a fully liable partner of a general partnership or limited partnership, where such entry or breaking off is of far-reaching importance to the company;
|
(c)
|
the acquisition or disposal by the company or a subsidiary of an interest in the share capital of a company with a value of at least one/third of the company's assets according to the consolidated balance sheet with explanatory notes included in the last adopted annual accounts of the company.
|
15.10
|
Failure to obtain the approval required under Article 15.9 shall not affect the powers of representation of the board of directors.
|
15.11
|
In the event of receipt by the board of directors of a third party offer to acquire a business or one or more subsidiaries for an amount in excess of the threshold referred to in Article 15.9 sub (c), the board of directors shall, if and when such bid is made public, at its earliest convenience or otherwise in compliance with applicable law issue a public position statement in respect of such offer.
|
15.12
|
If the office(s) of one or more directors be vacated or if one or more directors be otherwise unavailable, the remaining directors or the remaining director shall have the full power of the board of directors without interruption, provided however that in such event the board of directors shall have power to designate one or more persons to temporarily assist the remaining director(s) to manage the company. If the offices of all directors be vacated or if all directors be otherwise unable to act, the management shall temporarily be vested in the person or persons whom the general meeting of shareholders shall appoint for that purpose.
|
15.13
|
A director shall not participate in deliberations and the decision-making process in the event of a direct or indirect personal conflict of interest between that director and the company and the enterprise connected with it. If there is such personal conflict of interest in respect of all directors, the preceding sentence does not apply and the board of directors shall maintain its authority, subject to the approval of the general meeting of shareholders.
|
16.
|
Committees
|
16.1
|
The board of directors shall have power to appoint any committees, composed of directors and officers of the company and of group companies.
|
16.2
|
The board of directors shall determine the specific functions, tasks and procedures, as well as the duration of any of the committees referred to in this Article 16. For the avoidance of doubt, as such committees act on the basis of delegation of certain responsibilities of the board of directors, the board of directors shall remain fully responsible for the actions undertaken by such committees and may withdraw the delegation of powers to such committees in its discretion.
|
17.
|
Representation
|
17.1
|
The general authority to represent the company shall be vested in the board of directors and the Chief Executive Officer.
|
17.2
|
The board of directors or the Chief Executive Officer may also confer authority to represent the company, jointly or severally, to one or more individuals (
procuratiehouders
) who would thereby be granted powers of representation with respect to such acts or categories of acts as the board of directors or the Chief Executive Officer may determine and shall notify to the Dutch trade register. Such authority may be revoked provided that any authority conferred by the board of directors may be revoked only by the board of directors.
|
18.
|
Indemnity
|
18.1
|
The company shall indemnify any and all of its directors, officers, former directors, former officers and any person who may have served at its request as a director or officer of another company in which it owns shares or of which it is a creditor, who were or are made a party or are threatened to be made a party to or are involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (each a
Proceeding
), or any appeal in such a Proceeding or any inquiry or investigation that
|
18.2
|
Indemnification under this Article 18 shall continue as to any person who has ceased to serve in the capacity which initially entitled such person to indemnity under Article 18.1 related to and arising from such person's activities while acting in such capacity. No amendment, modification or repeal of this Article 18 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.
|
18.3
|
Notwithstanding Article 18.1 hereof, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall be adjudged to be liable for gross negligence or wilful misconduct in the performance of such person’s duty to the company.
|
18.4
|
The right to indemnification conferred in this Article 18 shall include a right to be paid or reimbursed by the company for any and all reasonable and documented expenses incurred by any person entitled to be indemnified under this Article 18 who was, or is threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to such person's ultimate entitlement to indemnification; provided, however, that such person shall undertake to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this Article 18.
|
19.
|
General meeting of shareholders
|
19.1
|
At least one (1) general meeting of shareholders shall be held every year, which meeting shall be held within six (6) months after the close of the financial year.
|
19.2
|
Furthermore, general meetings of shareholders shall be held in the case referred to in Section 2:108a of the Dutch Civil Code and as often as the board of directors, the Chairman or Chief Executive Officer deems it necessary to hold them, without prejudice to what has been provided in Article 19.3.
|
19.3
|
Shareholders solely or jointly representing at least ten percent (10%) of the issued share capital may request the board of directors, in writing, to call a general meeting of shareholders, stating the matters to be dealt with.
|
19.4
|
General meetings of shareholders shall be held in Amsterdam or Haarlemmermeer (Schiphol Airport), the Netherlands, and shall be called by the board of directors, the Chairman or Chief Executive Officer of the board of directors, in such manner as is required to comply with the law and the applicable stock exchange regulations, in accordance with Section 2:115 of the Dutch Civil Code, no later than on the fifteenth day before the day of the meeting, or if shares of the company or depositary receipts issued with the cooperation of the company have been admitted to trading on a regulated market as referred to in Section 1:1 of the Act on financial
|
19.5
|
All convocations of general meetings of shareholders and all announcements, notifications and communications to shareholders and other persons entitled to attend the meeting shall be made by means of an announcement on the company’s corporate website and such announcement shall remain accessible until the relevant general meeting of shareholders. Any communication to be addressed to the general meeting of shareholders by virtue of law or these Articles of Association, may be either included in the notice, referred to in the preceding sentence or, to the extent provided for in such notice, on the company’s corporate website and/or in a document made available for inspection at the office of the company and such other place(s) as the board of directors shall determine.
|
19.6
|
In addition to Article 19.5, convocations of general meetings of shareholders may be sent to shareholders and other persons entitled to attend the meeting through the use of an electronic means of communication to the address provided by such shareholders and other persons to the company for this purpose.
|
19.7
|
The notice shall state the place, date and hour of the meeting and the agenda of the meeting as well as the other data required by law.
|
19.8
|
An item proposed in writing by such number of shareholders and other persons entitled to attend the meeting who, by law, are entitled to make such proposal, shall be included in the notice or shall be announced in a manner similar to the announcement of the notice, provided that the company has received the relevant request or a proposed resolution, including the reasons for putting the relevant item on the agenda, no later than on the sixtieth day before the day of the meeting.
|
19.9
|
The agenda of the annual general meeting of shareholders shall contain,
inter alia
, the following items:
|
(a)
|
the implementation of the remuneration policy;
|
(b)
|
adoption of the annual accounts;
|
(c)
|
granting of discharge to the directors in respect of the performance of their duties in the relevant financial year;
|
(d)
|
the appointment of directors;
|
(e)
|
the policy of the company on additions to reserves and on dividends, if any;
|
(f)
|
if, applicable, the proposal to pay a dividend;
|
(g)
|
if applicable, discussion of any substantial change in the corporate governance structure of the company; and
|
(h)
|
any matters decided upon by the person(s) convening the meeting and any matters placed on the agenda with due observance of Article 19.8.
|
19.10
|
The board of directors shall provide the general meeting of shareholders with all requested information, unless this would be contrary to an overriding interest of the company. If the board of directors invokes an overriding interest, it must give reasons.
|
19.11
|
If a right of approval is granted to the general meeting of shareholders by law or these Articles of Association (for instance as referred to in Article 14.6 and Article 15.9) or the board of directors requests a delegation of powers or authorization (for instance as referred to in Article 6), the board of directors shall inform the general meeting of shareholders by means of a circular or explanatory notes to the agenda of all facts and circumstances relevant to the approval, delegation or authorization to be granted.
|
19.12
|
For the purpose of Articles 19 and 20, persons with the right to vote or attend meetings shall be considered those persons who have these rights at the twenty-eighth day prior to the day of the meeting (
Record Date
) and are registered as such in a register to be designated by
|
19.13
|
If a proposal to amend these Articles of Association is to be dealt with, a copy of that proposal, in which the proposed amendments are stated verbatim, shall be made available for inspection to the shareholders and other persons entitled to attend the meeting, at the office of the company and on the website of the company, as from the day the general meeting of shareholders is called until after the close of that meeting. Upon request, each of them shall be entitled to obtain a copy thereof, without charge.
|
20.
|
Chairman, minutes, rights, admittance and voting
|
20.1
|
The general meeting of shareholders shall be presided over by the Chairman or, in his absence, by the person chosen by the board of directors to act as chairman for such meeting.
|
20.2
|
One of the persons present designated for that purpose by the chairman of the meeting shall act as secretary of the meeting and take minutes of the business transacted. The minutes shall be adopted by the chairman of the meeting and the secretary of the meeting and signed by them in witness thereof.
|
20.3
|
The minutes of the general meeting of shareholders shall be made available, on request, to the shareholders no later than three (3) months after the end of the meeting, after which the shareholders shall have the opportunity to react to the minutes in the following three (3) months. The minutes shall then be adopted in the manner as described in Article 20.2.
|
20.4
|
If an official notarial record is made of the business transacted at the meeting then minutes need not be drawn up and it shall suffice that the official notarial record be signed by the notary.
|
20.5
|
As a prerequisite to attending the meeting and, to the extent applicable, exercising voting rights, the shareholders and other persons entitled to attend the meeting shall be obliged to inform the board of directors in writing within the time frame mentioned in the convening notice. At the latest this notice must be received by the board of directors on the day mentioned in the convening notice.
|
20.6
|
Shareholders and other persons entitled to attend the meetings may procure to be represented at any meeting by a proxy duly authorized in writing, provided they shall notify the company in writing of their wish to be represented at such time and place as shall be stated in the notice of the meetings. For the avoidance of doubt, such attorney is also authorized in writing if the proxy is documented electronically. The board of directors may determine further rules concerning the deposit of the powers of attorney; these shall be mentioned in the notice of the meeting.
|
20.7
|
The chairman of the meeting shall decide on the admittance to the meeting of persons other than those who are entitled to attend.
|
20.8
|
For each general meeting of shareholders, the board of directors may decide that shareholders and other persons entitled to attend the meeting shall be entitled to attend, address and exercise voting rights at such meeting through the use of electronic means of communication, provided that shareholders and other persons who participate in the meeting are capable of being identified through the electronic means of communication and have direct cognizance of the discussions at the meeting and the exercising of voting rights (if applicable). The board of directors may set requirements for the use of electronic means of communication and state these in the convening notice. Furthermore, the board of directors may for each general meeting of shareholders decide that votes cast by the use of electronic means of communication prior to the meeting and received by the board of directors shall be considered to be votes cast at the meeting. Such votes may not be cast prior to the Record Date. Whether
|
20.9
|
Prior to being allowed admittance to a meeting, a shareholder and each other person entitled to attend the meeting, or their attorney, shall sign an attendance list, while stating his name and, to the extent applicable, the number of votes to which he is entitled. Each shareholder and other person attending a meeting by the use of electronic means of communication and identified in accordance with Article 20.8 shall be registered on the attendance list by the board of directors. In the event that it concerns an attorney of a shareholder or another person entitled to attend the meeting, the name(s) of the person(s) on whose behalf the attorney is acting, shall also be stated. The chairman of the meeting may decide that the attendance list must also be signed by other persons present at the meeting.
|
20.10
|
The chairman of the meeting may determine the time for which shareholders and others entitled to attend the general meeting of shareholders may speak if he considers this desirable with a view to the order by conduct of the meeting as well as other procedures that the chairman considers desirable for the efficient and orderly conduct of the business of the meeting.
|
20.11
|
Every share (whether common or special voting) shall confer the right to cast one (1) vote.
|
20.12
|
A holder of special voting shares acquired pursuant to the Demerger will not be entitled to exercise the right to vote attributed to those special voting shares, unless such shareholder has agreed to be subject to the terms and conditions that applied to all holders of special voting shares, immediately before the Demerger became effective.
|
20.13
|
All resolutions shall be passed with an absolute majority of the votes validly cast unless otherwise specified herein.
|
20.14
|
All votes shall be cast in writing or electronically. The chairman of the meeting may, however, determine that voting by raising hands or in another manner shall be permitted.
|
20.15
|
Voting by acclamation shall be permitted if none of the shareholders present or represented objects.
|
20.16
|
No voting rights shall be exercised in the general meeting of shareholders for shares or depositary receipts thereof owned by the company or by a subsidiary. Pledgees and usufructuaries of shares owned by the company and its subsidiaries shall however not be excluded from exercising their voting rights, if the right of pledge or usufruct was created before the shares were owned by the company or a subsidiary. Neither the company nor any of its subsidiaries may exercise voting rights for shares in respect of which it holds a right of pledge or usufruct.
|
20.17
|
Without prejudice to the other provisions of this Article 20, the company shall determine for each resolution passed:
|
(a)
|
the number of shares on which valid votes have been cast;
|
(b)
|
the percentage that the number of shares as referred to under (a) represents in the issued share capital;
|
(c)
|
the aggregate number of votes validly cast; and
|
(d)
|
the aggregate number of votes cast in favour of and against a resolution, as well as the number of abstentions.
|
21.
|
Audit
|
21.1
|
The general meeting of shareholders shall appoint an accountant to examine the annual accounts drawn up by the board of directors, to report thereon to the board of directors, and to express an opinion with regard thereto.
|
21.2
|
If the general meeting of shareholders fails to appoint the accountant as referred to in Article 21.1, this appointment shall be made by the board of directors.
|
21.3
|
To the extent permitted by law, the appointment provided for in Article 21.1 may be cancelled by the general meeting of shareholders and if the appointment has been made by the board of directors, by the board of directors.
|
21.4
|
The accountant may be questioned by the general meeting of shareholders in relation to the accountant’s statement on the fairness of the annual accounts. The accountant shall therefore be invited to attend the general meeting of shareholders convened for the adoption of the annual accounts.
|
21.5
|
The accountant shall, in any event, attend the meeting of the board of directors at which the report of the accountant is discussed, and at which the annual accounts are to be approved.
|
22.
|
Financial year, annual accounts and distribution of profits
|
22.1
|
The financial year of the company shall coincide with the calendar year.
|
22.2
|
The board of directors shall annually close the books of the company as at the last day of every financial year and shall within four (4) months thereafter draw up annual accounts consisting of a balance sheet, a profit and loss account and explanatory notes. Within such four (4) month period the board of directors shall publish the annual accounts, including the accountant’s certificate, the annual report and any other information that would need to be made public in accordance with the applicable provisions of law and the requirements of any stock exchange on which common shares are listed.
|
22.3
|
The company shall publish its annual accounts and annual report and the other documents referred to in Section 2:392 of the Dutch Civil Code in the English language and in accordance with Section 2:394 of the Dutch Civil Code.
|
22.4
|
If the activity of the company or the international structure of its group justifies the same as determined by the board of directors, its annual accounts or its consolidated accounts may be prepared in a foreign currency.
|
22.5
|
The broad outline of the corporate governance structure of the company shall be explained in a separate chapter of the annual report. In the explanatory notes to the annual accounts the company shall state, in addition to the information to be included pursuant to Section 2:383d of the Dutch Civil Code, the value of the options granted to the executive directors and employees and shall indicate how this value is determined.
|
22.6
|
The annual accounts shall be signed by all the directors; should any signature be missing, then this shall be mentioned in the annual accounts, stating the reason.
|
22.7
|
The company shall ensure that the annual accounts, the annual report and the other data referred to in Article 22.2 and the statements are available at its office as from the date on which the general meeting of shareholders at which they are intended to be dealt with is called, as well as on the website of the company. The shareholders and those entitled to attend general meetings of shareholders shall be permitted to inspect these documents at the company’s office and to obtain copies thereof free of charge.
|
22.8
|
The general meeting of shareholders shall adopt the annual accounts.
|
22.9
|
At the general meeting of shareholders at which it is resolved to adopt the annual accounts, a proposal concerning release of the directors from liability for their respective duties, insofar as the exercise of such duties is reflected in the annual accounts or otherwise disclosed to the general meeting of shareholders prior to the adoption of the annual accounts, shall be
|
23.
|
Reserves and profits
|
23.1
|
The company shall maintain a special capital reserve to be credited against the share premium exclusively for the purpose of facilitating any issuance or cancellation of special voting shares. The special voting shares shall not carry any entitlement to the balance of the special capital reserve. The board of directors shall be authorized to resolve upon (i) any distribution out of the special capital reserve to pay up special voting shares or (ii) re-allocation of amounts to credit or debit the special capital reserve against or in favour of the share premium reserve.
|
23.2
|
The company shall maintain a separate dividend reserve for the special voting shares. The special voting shares shall not carry any entitlement to any other reserve of the company. Any distribution out of the special voting rights dividend reserve or the partial or full release of such reserve will require a prior proposal from the board of directors and a subsequent resolution of the meeting of holders of special voting shares.
|
23.3
|
From the profits, shown in the annual accounts, as adopted, such amounts shall be reserved as the board of directors may determine.
|
23.4
|
The profits remaining thereafter shall first be applied to allocate and add to the special voting shares dividend reserve an amount equal to one percent (1%) of the aggregate nominal value of all outstanding special voting shares. The calculation of the amount to be allocated and added to the special voting shares dividend reserve shall occur on a time-proportionate basis. If special voting shares are issued during the financial year to which the allocation and addition pertains, then the amount to be allocated and added to the special voting shares dividend reserve in respect of these newly issued special voting shares shall be calculated as from the date on which such special voting shares were issued until the last day of the financial year concerned. The special voting shares shall not carry any other entitlement to the profits.
|
23.5
|
Any profits remaining thereafter shall be at the disposal of the general meeting of shareholders for distribution of profits on the common shares only, subject to the provision of Article 23.8.
|
23.6
|
Subject to a prior proposal of the board of directors, the general meeting of shareholders may declare and pay distributions of profits and other distributions in United States Dollars. Furthermore, subject to the approval of the general meeting of shareholders and the board of directors having been designated as the body competent to pass a resolution for the issuance of shares in accordance with Article 6, the board of directors may decide that a distribution shall be made in the form of shares or that shareholders shall be given the option to receive a distribution either in cash or in the form of shares.
|
23.7
|
The company shall only have power to make distributions to shareholders and other persons entitled to distributable profits to the extent the company's equity exceeds the sum of the paid in and called up part of the share capital and the reserves that must be maintained pursuant to Dutch law and these Articles of Association. No distribution of profits or other distributions may be made to the company itself for shares that the company holds in its own share capital.
|
23.8
|
The distribution of profits shall be made after the adoption of the annual accounts, from which it appears that the same is permitted.
|
23.9
|
The board of directors shall have power to declare one or more interim distributions of profits, provided that the requirements of Article 23.7 are duly observed as evidenced by an interim statement of assets and liabilities as referred to in Section 2:105 paragraph 4 of the Dutch Civil Code and provided further that the policy of the company on additions to reserves and distributions of profits is duly observed. The provisions of Articles 23.2 and 23.3 shall apply
mutatis mutandis
.
|
23.10
|
The board of directors may determine that distributions are made from the company's share premium reserve or from any other reserve, provided that payments from reserves may only be made to the shareholders that are entitled to the relevant reserve upon the dissolution of the company.
|
23.11
|
Distributions of profits and other distributions shall be made payable in the manner and at such date(s) - within four (4) weeks after declaration thereof - and notice thereof shall be given, as the general meeting of shareholders, or in the case of interim distributions of profits, the board of directors shall determine.
|
23.12
|
Distributions of profits and other distributions, which have not been collected within five (5) years and one (1) day after the same have become payable, shall become the property of the company.
|
24.
|
Amendment of the Articles of Association
|
25.
|
Dissolution and winding-up
|
25.1
|
A resolution to dissolve the company can only be passed by a general meeting of shareholders pursuant to a prior proposal of the board of directors. A majority of at least two-thirds of the votes cast shall be required if less than one half of the issued share capital is present or represented at the meeting. In the event a resolution is passed to dissolve the company, the directors shall become liquidators (
vereffenaars
) of the dissolved company’s property, unless the general meeting of shareholders resolves otherwise.
|
25.2
|
The general meeting of shareholders shall appoint and decide on the remuneration of the liquidators.
|
25.3
|
Until the winding-up of the company has been completed, these Articles of Association shall to the extent possible, remain in full force and effect.
|
25.4
|
Whatever remains of the company's equity after all its debts have been discharged:
|
(a)
|
shall first be applied to distribute the aggregate balance of share premium reserves and other reserves than the special voting shares dividend reserve of the company to the holders of common shares in proportion to the aggregate nominal value of the common shares held by each of them;
|
(b)
|
secondly, from any balance remaining, an amount equal to the aggregate amount of the nominal value of the common shares will be distributed to the holders of common shares in proportion to the aggregate nominal value of common shares held by each of them;
|
(c)
|
thirdly, from any balance remaining, an amount equal to the aggregate amount of the special voting shares dividend reserve will be distributed to the holders of special voting shares in proportion to the aggregate nominal value of the special voting shares held by each of them;
|
(d)
|
fourthly, from any balance remaining, the aggregate amount of the nominal value of the special voting shares will be distributed to the holders of special voting shares in proportion to the aggregate nominal value of the special voting shares held by each of them; and
|
(e)
|
lastly, the balance remaining will be distributed to the holders of the common shares in proportion to the aggregate nominal value of common shares held by each of them.
|
25.5
|
After the company has ceased to exist the books and records of the company shall remain in the custody of the person designated for that purpose by the liquidators for the period provided by law.
|
25.6
|
In addition, the liquidation shall be subject to the relevant provisions of Book 2, Title 1, of the Dutch Civil Code.
|
26.
|
Transitory provision
|
"2.1
|
The name of the company is:
FE New N.V.
".
|