•acceleration of the Exor’s obligations to repay the financial obligations even if it makes all required payments
when due if it breaches certain covenants that require the maintenance of certain financial ratios or reserves
without a waiver or renegotiation of the relevant covenant which may have a negative impact on the Exor’s
business, financial condition and prospects;
•the Exor’s immediate repayment of all amounts owed, if any, if such financial obligations are payable on
demand, which may have a negative impact on the Exor’s business, financial condition and prospects;
•the Exor’s inability to pay dividends on its shares, such that shareholders may not receive returns on their
investment for the duration of such inability;
•Exor using a substantial portion of its cash flow to pay principal and interest or dividends on its financial
obligations, which could reduce the funds available for dividends on its shares, if declared, expenses, capital
expenditures, acquisitions and other general corporate purposes;
•limitations on the Exor’s flexibility in planning for and reacting to changes in its business, which may have a
negative impact on the Exor’s business and prospects;
•an event of default that triggers a cross-default with respect to other financial obligations, including the bond
notes, which may have a negative impact on the Exor’s business, financial condition and prospects;
•increased vulnerability to adverse changes in general economic, industrial, financial, competitive, legislative,
regulatory and other conditions and adverse changes in government policy and implementation, which may
have a negative impact on the Exor’s business, financial condition, results of operations and prospects; and
•limitations on the Exor’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of its strategy and other purposes, which may have a negative impact on
the Exor’s business, financial condition and prospects.
Future acquisitions or disposals or other similar transactions by Exor could involve risks unknown to
Exor that may harm the Exor’s business and adversely affect its financial condition
Exor has in the past pursued or completed, and may in the future pursue or complete, acquisitions, disposals or
other similar transactions that involve a number of risks, and in doing so, has relied and intends to continue relying
on conservative financial leverage. In the case of acquisitions, those risks may relate to the particular industry in
which the business(es) or acquisition target(s) operate(s), including risks in industries with which Exor is not
familiar or experienced with, the financial, legal and operational risks related to such acquisition and other risks
unknown to Exor. In the case of disposals, those risks may relate to employment matters, counterparties,
regulators and other stakeholders in the disposed business, risks related to the management of the Exor’s
business, financial, legal and operational risks related to such disposal and other risks unknown to Exor. In the
case of other 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 opportunity, there can be no assurance that the Exor’s due diligence investigations will
identify every risk that could have a material adverse effect on Exor. The realisation of any such risks, identified
before completion or otherwise, could expose Exor to unanticipated costs and liabilities, including, without
limitation, those arising from litigation or other regulatory proceedings, and prevent or limit it from realising the
outcome, projected benefits and ultimate profitability of such acquisition, disposal or other similar transaction,
which could adversely affect the Exor’s financial condition, liquidity and prospects and its ability to service its debt.
Furthermore, taking into account its own investments, Exor intends to maintain its financial leverage in
compatibility with its designated corporate credit rating. No assurance, however, can be given that a current or
future acquisition, disposal or other similar transaction, if concluded, would not have a negative impact on the
Exor’s corporate credit rating, and in turn, its financial condition in the short and/or long term. See “The ratings
agencies may downgrade the Exor’s corporate credit rating”, which describes the risk that the Exor’s corporate
credit rating may be downgraded.
