Chrysler 2014 Annual Report Download - page 208

206 2014 | ANNUAL REPORT
Consolidated
Financial Statements
Notes to the Consolidated
Financial Statements
Merger
As a result of the merger described in the section Principle Activities—FCA Merger above becoming effective on
October 12, 2014:
60,002,027 Fiat ordinary shares were reacquired by Fiat with a disbursement of €464 million as a result of the
cash exit rights exercised by a number of Fiat shareholders following the Merger. Pursuant to the Italian law, these
shares were offered to Fiat shareholders not having exercised the cash exit rights. These Fiat shareholders elected
to purchase 6,085,630 shares with a cash disbursement of €47 million. As a result, concurrent with the Merger, on
October 12, 2014, 53,916,397 Fiat shares were cancelled with a net aggregate cash disbursement of €417 million.
As the Merger, which took the form of a reverse merger, resulted in FCA being the surviving entity, all Fiat ordinary
shares outstanding as of the Merger date (1,167,181,255 ordinary shares) were cancelled and exchanged. FCA
allotted one new FCA common share (each having a nominal value of €0.01) for each Fiat ordinary share (each
having a nominal value of €3.58). The original investment of FCA in Fiat which consisted of 35,000,000 common
shares was not cancelled resulting in 35,000,000 treasury shares in FCA. On December 12, 2014, FCA completed
the placement of these treasury shares on the market.
The following table provides the detail for the number of Fiat ordinary shares outstanding at December 31, 2013 and
the number of FCA common shares outstanding at December 31, 2014:
Fiat S.p.A. FCA
Thousand of shares
At
December
31, 2013
Share-
based
payments
and
exercise
of stock
options
Exit
Rights
Cancellation
of treasury
shares upon
the Merger
At the
date of the
Merger
FCA
share
capital
at the
Merger
Issuance
of FCA
Common
shares
and
sale of
treasury
shares
Exercise
of Stock
Options
At
December
31, 2014
Shares issued 1,250,688 320 (53,916) (29,911) 1,167,181 35,000 65,000 17,738 1,284,919
Less: treasury shares (34,578) 4,667 — 29,911 — (35,000) 35,000 — —
Shares issued and
outstanding 1,216,110 4,987 (53,916) — 1,167,181 — 100,000 17,738 1,284,919
Mandatory Convertible Securities
In December 2014, FCA issued an aggregate notional amount of U.S.$2,875 million (€2,293 million) of mandatory
convertible securities (the “Mandatory Convertible Securities”). Per the terms of the prospectus, the Mandatory
Convertible Securities will pay cash coupons at a rate of 7.875 percent per annum, which can be deferred at the option
of FCA. The Mandatory Convertible Securities will mature on December 15, 2016 (the “Mandatory Conversion Date”).
The purpose of the transaction was to provide additional financing to the Group for general corporate purposes.
As part of the issuance of the Mandatory Convertible Securities, the underwriters had the option to purchase, within
30 days beginning on, and including, the date of initial issuance of U.S.$2,500 million (€1,994 million) of Mandatory
Convertible Securities, up to an additional U.S.$375 million of Mandatory Convertible Securities from FCA at
the same price as that sold to the public, less the underwriting discounts and commissions (the “over-allotment
option”). The underwriters exercised the over-allotment option concurrent with the issuance of the Mandatory
Convertible Securities and purchased an additional U.S.$375 million (€299 million) of Mandatory Convertible
Securities, resulting in the aggregate notional amount of U.S.$2,875 million (€2,293 million) of Mandatory
Convertible Securities that were issued.