Fiat Chrysler Automobiles N.V. (“FCA”) (NYSE: FCAU / MTA: FCA) confirmed that the contribution of Itedi S.p.A. into GEDI Gruppo Editoriale S.p.A. (“GEDI”), originally announced on 1 August 2016, has become effective. As a consequence, newly issued ordinary shares of GEDI have been issued in favor of FCA. The completion of the contribution of Itedi S.p.A. into GEDI is one of the steps in FCA’s previously-announced plans to distribute the ordinary shares in GEDI held by FCA to the holders of its common shares.
FCA anticipates that the distribution of GEDI ordinary shares will be effected through several transactions that are expected to take effect on July 2, 2017.
Subject to completion of such transactions, the record date for the distribution with respect to FCA common shares held through participants in the Monte Titoli system is expected to be July 4, 2017 and with respect to FCA common shares held through other participants in the DTC system is expected to be July 6, 2017, which accounts for the different standard settlement periods as well as business days in the different primary markets.
The distribution ratio is 0.0484 GEDI ordinary share for each FCA common share held at the above record date. GEDI ordinary shares will be credited to the accounts of participants in the Monte Titoli system on July 5, 2017. Because GEDI ordinary shares are capable of being delivered only to accounts of intermediaries that are participants in the Monte Titoli system, FCA shareholders that hold their common shares through intermediaries that are participants in the DTC clearing system will need to provide notice to Computershare on or before July 14, 2017 of the Monte Titoli participant account to which GEDI ordinary shares should be credited, and, if proper notice is received, will receive GEDI ordinary shares starting from July 19, 2017 depending on the date of their instructions.
FCA shareholders that hold FCA common shares through intermediaries that are participants in the DTC clearing system and that (i) do not make arrangements for GEDI ordinary shares to which they would otherwise be entitled to be credited to an account of a participant in Monte Titoli on or before July 14, 2017, and (ii) do not provide proper notice of such account to Computershare on or before the same date, will have their entitlements to GEDI ordinary shares aggregated and sold on the open market; the net proceeds after completing all such sales will be paid pro rata in cash to the holders of FCA common shares entitled thereto after conversion of any amount received in any other currency into US dollars.
No GEDI Shares will be issued or delivered in the United States or to U.S. persons as part of the distribution. All GEDI Shares that would otherwise be delivered into the United States or to a U.S. person will be sold along with any GEDI shares that would otherwise be delivered to any holder that does not have an account with Monte Titoli to which GEDI shares may be credited. The proceeds of such sale, after any expenses will be delivered to holders pro rata according to their respective entitlements.
FCA shareholders, entitled to receive a cash amount in lieu of GEDI ordinary shares, will receive such payment upon conclusion of the above described sale process which will be carried out in accordance with stock market regulation over a time period that cannot currently be predicted. In particular, due to the relatively limited trading volume in GEDI ordinary shares, such FCA shareholders may receive such cash proceeds significantly later than the settlements dates described above.
A form of notice to advise Computershare of the account of an intermediary that is a participant in the Monte Titoli system, to which an FCA shareholder’s entitlement to GEDI ordinary shares should be credited, will be available on the investor relations page of the FCA website.
No fractional GEDI ordinary shares will be delivered in connection with the distribution. Any fractional entitlements will be aggregated and sold in the the open market by the intermediaries and the net cash proceeds distributed pro rata to the holders of FCA common shares that would otherwise have been entitled to fractional GEDI ordinary shares.
The distribution may be treated as a dividend for Italian tax purposes and therefore give rise to a withholding tax of up to 26 percent of the market value of GEDI shares or of the cash amount received in lieu of GEDI shares. For Dutch tax purposes, in addition to the aforementioned withholding tax, shareholders who are fiscally resident in the Netherlands are subject to Dutch withholding tax of 15% of the above market value of GEDI shares.
Additional information related to the distribution of the GEDI ordinary shares to FCA shareholders has been made available on the investor relations page of the FCA website at
London, 29 June 2017
This press release contains forward-looking statements. These statements are based on the FCA group’s current expectations and projections about future events and, by their nature, are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including: volatility and deterioration of capital and financial markets, including possibility of new Eurozone sovereign debt crisis, changes in commodity prices, changes in general economic conditions, economic growth and other changes in business conditions, weather, floods, earthquakes or other natural disasters, changes in government regulation, production difficulties, including capacity and supply constraints, and many other risks and uncertainties, most of which are outside of the FCA group’s control.