Exor Press Release - Announcement of the Reference VWAP for the Tender Offer
17 Avril 2025 - 6:23PM
UK Regulatory
Exor Press Release - Announcement of the Reference VWAP for the
Tender Offer
THIS PRESS RELEASE IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN AUSTRALIA, CANADA, JAPAN, OR ANY
OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED
BY APPLICABLE LAW.
Amsterdam, 17 April 2025
EXOR N.V.: ANNOUNCEMENT OF THE REFERENCE
VWAP
FOR THE TENDER OFFER
On 17 April 2025, the reported closing price of
the Ordinary Shares on Euronext Amsterdam was EUR 78.30 per
Ordinary Share.
The volume weighted average market price at
which Exor’s Ordinary Shares traded on Euronext Amsterdam (the
“Volume-Weighted Average Price” or
“VWAP”) during the period from 09:00 CET on 27
March 2025 to 17:40 CET (inclusive) on 17 April 2025 was EUR
80.0027 per Ordinary Share (the “Reference VWAP”).
The price corresponding to a three (3) per cent discount over the
Reference VWAP (the “Minimum Price”) is EUR
77.6026 per Ordinary Share and the price corresponding to a ten
(10) per cent premium over the Reference VWAP (the “Maximum
Price”) is EUR 88.0029 per Ordinary Share.
The table below sets out the EUR price per
Ordinary Share associated with each of the VWAP-based prices within
the Price Range.
The Strike Price will be set after the closing
of the Tender Offer Period on 23 April 2025 and shall not exceed
the Maximum Price or be lower than the Minimum Price and is subject
to the Price Cap defined in the Offer Memorandum.
VWAP-based price within the Price Range |
Price in euro per Ordinary Share to which the VWAP-based
prices in the Price Range correspond |
Reference VWAP – 3% (the Minimum Price) |
EUR 77.6026 |
Reference VWAP – 2% |
EUR 78.4026 |
Reference VWAP – 1% |
EUR 79.2026 |
Reference VWAP |
EUR 80.0027 |
Reference VWAP + 1% |
EUR 80.8027 |
Reference VWAP + 2% |
EUR 81.6027 |
Reference VWAP + 3% |
EUR 82.4027 |
Reference VWAP + 4% |
EUR 83.2028 |
Reference VWAP + 5% |
EUR 84.0028 |
Reference VWAP + 6% |
EUR 84.8028 |
Reference VWAP + 7% |
EUR 85.6028 |
Reference VWAP + 8% |
EUR 86.4029 |
Reference VWAP + 9% |
EUR 87.2029 |
Reference VWAP + 10% (the Maximum Price) |
EUR 88.0029 |
As set out in the Offer Memorandum, the Price
Cap, is the lower of (i) EUR 98.73, or (ii) 110 per cent of the
highest closing price recorded for the Ordinary Shares on Euronext
Amsterdam during the Determination Period, which is equal to EUR
99.94 (the “Price Cap”). The VWAP-based prices
within the Price Range are not affected by the Price Cap, and as a
result, no validly tendered shares will be disregarded.
Further information
The Offer Memorandum, containing the full terms
and conditions of the Tender Offer and instructions to Qualifying
Shareholders on how to tender their Ordinary Shares should they
wish to do so, has been made available on a dedicated part of the
Company’s website (see below). Terms used but not defined in this
announcement have the meaning assigned to them in the Offer
Memorandum.
Public announcements in connection with the
Tender Offer will be made by press release and will be available on
the dedicated tender offer website of the Company at
https://www.exor.com/pages/investors-media/shareholders-corner/share-buyback
Qualifying Shareholders should consult their
financial, tax and legal advisors before deciding whether to tender
their Ordinary Shares or not.
For further information regarding Tender Offer
procedures, please contact your financial intermediary, custodian,
bank or stock broker.
Investor Relations
ir@exor.com or +31 (0)20 240 2 222
- Exor Press Release - Reference VWAP
Exor NV (EU:EXO)
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