Chrysler 2015 Annual Report Download - page 191

2015 | ANNUAL REPORT 191
Share capital
At December31, 2015, fully paid-up share capital of FCA amounted to €17 million (€17 million at December31, 2014)
and consisted of 1,288,956,011 common shares and of 408,941,767 special voting shares, all with a par value of
€0.01 each (1,284,919,505 common shares and 408,941,767 special voting shares, all with a par value of €0.01 each
at December 31, 2014).
On December 12, 2014, FCA issued 65,000,000 new common shares and sold 35,000,000 of treasury shares for
aggregate net proceeds of U.S.$1,065 million (€849 million) comprised of gross proceeds of U.S.$1,100 million (€877
million) less U.S.$35 million (€28 million) of transaction costs.
On October29, 2014, the Board of Directors of FCA resolved to authorize the issuance of up to a maximum of
90,000,000 common shares under the equity incentive plan and the long term incentive program, which had been
adopted before the closing of the Merger and under which equity awards can be granted to eligible individuals.
Any issuance of shares during the period from 2014 to 2018 are subject to the satisfaction of certain performance/
retention requirements and any issuances to directors are subject to FCA shareholders’ approval.
Treasury shares
There were no treasury shares held by FCA at December31, 2015 and December31, 2014 (see section - Merger,
below).
Merger
As a result of the merger described in the section Principle Activities—FCA Merger above becoming effective on
October 12, 2014:
of the 60,002,027 Fiat ordinary shares that were reacquired by Fiat, 6,085,630 shares were purchased by Fiat
shareholders and 53,916,397 Fiat shares were canceled.
FCA was the surviving entity and all Fiat ordinary shares outstanding as of the Merger date (1,167,181,255 ordinary
shares) were canceled 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 canceled 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 a summary of the changes in ordinary shares primarily related to the Merger and the
resulting outstanding ordinary shares of FCA at December 31, 2014.
Fiat S.p.A. FCA
(in thousand)
At
December
31, 2013
Share-
based
payments
and
exercise
of stock
options
Cash Exit
Rights
Cancellation
of treasury
shares upon
the Merger
At the
date of the
Merger
FCA
share
capital at
date of
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