Press release

IFI - Group ReorganizationMarch 03, 2003

The Board of Directors of IFI, which met today, appointed Umberto Agnelli as Chairman of the Company, Gabriele Galateri as Chief Executive Officer and co-opted John Philip Elkann and Annibale di Collobiano as Directors.

The Board of Directors, under the chairmanship of Umberto Agnelli, approved the Reorganization Plan of the Group which calls for:

  • the contribution to IFIL of the investments held by IFI in FIAT, JUVENTUS FOOTBALL CLUB, SANPAOLO IMI and SOIEM (services company in the IFI-IFIL Group), having a total market value on February 28, 2003 of approximately Euros 927 million (Euros 1,052 million on the basis of the average Official Price over the last six months), against a share increase by IFIL reserved for IFI with the issue of 167,450,949 ordinary shares and 119,635,991 savings shares.
  • within the framework of the voluntary conversion of IFIL savings shares to IFIL ordinary shares, the conversion by IFI of the savings shares received following the contribution.

The Reorganization Plan and the contribution of the investments held in FIAT, JUVENTIS FOOTBALL CLUB, SANPAOLO IMI and SOIEM are directed to achieving the following objectives:

  • Rationalization and simplification of the Group structure. The objective of the Reorganization Plan is to rationalize and simplify the Group structure wherein IFI becomes the controlling holding company and IFIL becomes the operating holding company managing the investments.
  • Centralization of investment management. The contribution to IFIL of the FIAT, SAN PAOLO IMI and SOIEM shares will make it possible to bring together the common investments and ensure a greater efficiency in their management.

Following the implementation of the Reorganization Plan, in addition to the investment in EXOR Group, IFI will maintain control of IFIL (59.6% of ordinary capital stock post-reorganization, in the event all savings shareholders are tendered for conversion).

The Board of Directors was assisted by Schroder Salomon Smith Barney, in the capacity of Financial Advisor.

The Reorganization Plan will be executed after approval by the Extraordinary Shareholders' Meeting of IFIL which may be held in April.


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