The restrictions in the terms of the relevant instruments and agreements, subject to specified exceptions, may
restrict Exor’s, and in certain cases, its investee companies’ ability to, among other things, incur additional
indebtedness, create liens or engage in sale and leaseback transactions, pay dividends or make distributions in
respect of capital stock, make certain restricted payments, sell assets, engage in transactions with affiliates,
except on an arms-length basis, or consolidate or merge with, or sell substantially all of their assets to, another
person.
At 31 December 2023, Exor was not in breach of any of the bond notes or any of its financing agreements or
revolving credit facility agreements, and was in compliance with financial covenants.
Future financing activities may adversely affect Exor’s leverage and financial condition
Exor may enter into financial arrangements, in addition to those already entered into and correspondingly incur
substantial additional indebtedness to enable it to execute on its investment strategy. These financial obligations
could result in limitations on Exor’s ability to borrow additional amounts to cover expenses, capital expenditures,
investments, debt service requirements, execution of its strategy and other purposes, which may have a negative
impact on Exor’s business, financial condition and prospects.
Future investments or divestments or similar transactions by Exor could involve risks unknown to Exor
that may harm Exor’s business and adversely affect its financial condition
Exor has previously pursued or completed, and may in the future pursue or complete, investments, divestments or
similar transactions involving several risks, and in doing so, has relied on and intends to continue relying on a
conservative management of its financial leverage. In the case of investments, those risks may relate to the
industries in which the targeted companies operate, risks in sectors where Exor has no previous experience, as
well as financial, legal and operational risks related to such investments and other risks unknown to Exor. In the
case of divestments, those risks may arise from the relationship with counterparties, regulators and other
stakeholders in the divested companies, risks related to Exor’s management of such business, including financial,
legal and operational risks related to such divestment and other risks unknown to Exor. In the case of similar
transactions, those risks would be determined on a case-by-case basis having regard to the specific nature of the
relevant transaction, but in any event may relate to risks unknown to Exor. Although Exor intends to conduct
extensive business, financial, operational and legal due diligence in connection with the evaluation of any such
opportunities, there can be no assurance that the due diligence activities will identify every risk that could have a
material adverse effect on Exor. The realisation of any such risks, identified before the completion of a transaction
or otherwise, could expose Exor to unexpected costs and liabilities, including, without limitation, those arising from
litigation or other regulatory proceedings, and limit or prevent it from completing the transaction or achieving its
expectations in terms of the profitability of such investment, divestment or similar transaction, which could
adversely affect Exor’s financial condition, liquidity and ability to service its own debt. Furthermore, considering its
own investments, Exor intends to maintain a financial leverage aligned to its assigned corporate credit rating.
However, no assurance can be given that a current or future investment, divestment or any other similar
transaction would not have a negative impact on Exor’s financial condition in the short and/or long-term and in turn
on its corporate credit rating. See the risk “The ratings agencies may downgrade the Exor’s corporate credit
rating”.
Risks associated with the identification and completion of suitable investments, divestments or similar
transactions
Exor may not be successful in identifying and completing suitable investments, divestments or similar transactions
at attractive valuations and favourable terms. For example, any attractive investment, divestment or similar
transaction may be limited or prohibited by applicable regulatory regimes, or the negotiations in relation to the
investment, divestment or other similar transaction may fail.
Furthermore, any future investment, divestment or similar transaction may not be executed successfully, and the
due diligence activities as well as the negotiation, drafting and execution of the relevant agreements, disclosure
documents and the use of other instruments with respect to such transactions, might require a substantial amount
of Exor’s management’s time as well as substantial costs related to the involvement of financial advisors,
accountants, attorneys and other advisors. Even if an agreement was reached on a specific transaction, such
transaction may fail to be completed for any reason, including for reasons beyond Exor’s control or by virtue of
Exor’s decision not to proceed based on commercial or other grounds.
