FCAU - Fiat Chrysler Automobiles

[wachtwoord]

So there are currently 1.2B shares outstanding of which 40M are treasury (and this should not be counted). Anyway, only ~838M are traded in Milano, so I assume the rest are traded OTC in the US?

 

Finally, if he new shares outstanding would be 750M that would be a drastic reduction from the current situation, so what it the information on the total? If 750M will be traded in NY and the Milano number stay 838M does that mean the new outstanding number will be ~1.59B? That would be a huge dilution, way bigger than the 5.4% you quote (how did you arrive at that?).

 

These (enormous) companies really have limited communication skills ...

[simplefocus]

There are ~375 million shares in US plus Milan (~800 million shares) = ~ 1.2 bill shares

 

If you read the proxy, they created the same number of voting shares per common shares. 

 

375 mill (common) + 375 mill (voting) = 750 million shares

 

I wouldn't call it dilution. 

 

 

[wachtwoord]

There are ~375 million shares in US plus Milan (~800 million shares) = ~ 1.2 bill shares

 

If you read the proxy, they created the same number of voting shares per common shares. 

 

375 mill (common) + 375 mill (voting) = 750 million shares

 

I wouldn't call it dilution.

 

I can't find the proxy. Mainstream media are reporting 750M.

[simplefocus]

If you look at the F-4 filing, you will see common shares 375 mill and voting shares 375 mill. 

 

F-4 filing

 

http://www.sec.gov/Archives/edgar/data/1605484/000119312514260113/d704286df4.htm

[Sportgamma]

How you account for treasury shares depends on your modeling preferences. Until a company retires treasury shares, those shares are outstanding.

 

Exor owns around 735.8 m shares (30.04%) and I don´t think those shares are considered in the calculation of public float.

 

The new shares outstanding will be 1,250,955,773 + voting shares.

 

40 m treasury shares / 740 m (holders of less than 2%) = 5.4%

 

 

 

[muscleman]

I presume they are converted into a new share. I also believe they are eligible for legacy voting status as well, not sure what that counts for.

 

I wonder will there by any tax consequences for US holders? The filing said no, so if I sell one day after the listing, will my cost basis and purchase date be my old cost basis when I bought the ADR?

 

Will ADR holders also receive the additional voting? (EDIT: This is answered in http://www.fiatspa.com/en-US/media_center/FiatDocuments/2014/Luglio/Fiat_calls_the_General_Meeting_of_shareholders.pdf you do need to participate in the meeting to receive it but b proxy is ok and you need to hold the shares from the meeting up to the merger).

 

How much dilution will there be (roughly)?

 

How do I participate in the meeting in order to receive the extra voting shares? The extra voting shares have no value for resale, right?

I would like to vote yes in the proxy. How do I do that? Will I receive some document from my broker so I can vote yes and then send the document back?

What happens if I don't vote? Does that mean yes?

[wachtwoord]

I presume they are converted into a new share. I also believe they are eligible for legacy voting status as well, not sure what that counts for.

 

I wonder will there by any tax consequences for US holders? The filing said no, so if I sell one day after the listing, will my cost basis and purchase date be my old cost basis when I bought the ADR?

 

Will ADR holders also receive the additional voting? (EDIT: This is answered in http://www.fiatspa.com/en-US/media_center/FiatDocuments/2014/Luglio/Fiat_calls_the_General_Meeting_of_shareholders.pdf you do need to participate in the meeting to receive it but b proxy is ok and you need to hold the shares from the meeting up to the merger).

 

How much dilution will there be (roughly)?

 

How do I participate in the meeting in order to receive the extra voting shares? The extra voting shares have no value for resale, right?

I would like to vote yes in the proxy. How do I do that? Will I receive some document from my broker so I can vote yes and then send the document back?

What happens if I don't vote? Does that mean yes?

 

I assume you'll have to vote to participate. I also assume my broker will contact me as they do for general meetings of all the stock I own.

[wachtwoord]

If you look at the F-4 filing, you will see common shares 375 mill and voting shares 375 mill. 

 

F-4 filing

 

http://www.sec.gov/Archives/edgar/data/1605484/000119312514260113/d704286df4.htm

 

Thanks!

 

Edit

 

But this filng shows par value 0.01 Euro instead of $5.03 as mentioned earlier.

[ZenaidaMacroura]

How you account for treasury shares depends on your modeling preferences. Until a company retires treasury shares, those shares are outstanding.

 

Exor owns around 735.8 m shares (30.04%) and I don´t think those shares are considered in the calculation of public float.

 

The new shares outstanding will be 1,250,955,773 + voting shares.

 

40 m treasury shares / 740 m (holders of less than 2%) = 5.4%

1. You're saying the Exor shares are counted within the figure for the "milan" shares?

 

2. Everyone's shares become new 'FCA shares' once they complete U.S. Listing right?

[simplefocus]

If you look at the F-4 filing, you will see common shares 375 mill and voting shares 375 mill. 

 

F-4 filing

 

http://www.sec.gov/Archives/edgar/data/1605484/000119312514260113/d704286df4.htm

 

Thanks!

 

Edit

 

But this filng shows par value 0.01 Euro instead of $5.03 as mentioned earlier.

 

The .01 is the nominal value which is not important.  If you look at the third column, it says the offering price at $3.77 bil and 3.77 bil / 750 mil shares = $5.03.

[wachtwoord]

If you look at the F-4 filing, you will see common shares 375 mill and voting shares 375 mill. 

 

F-4 filing

 

http://www.sec.gov/Archives/edgar/data/1605484/000119312514260113/d704286df4.htm

 

Thanks!

 

Edit

 

But this filng shows par value 0.01 Euro instead of $5.03 as mentioned earlier.

 

The .01 is the nominal value which is not important.  If you look at the third column, it says the offering price at $3.77 bil and 3.77 bil / 750 mil shares = $5.03.

 

But is the $5.03 par value? I mean they are not offering the treasury shares at $5.03 I hope?

 

Further, for anyone interested, the voting shares are not tradable and represent no value:

 

"The FCA special voting shares through which the loyalty voting structure will be implemented will not be listed on the NYSE or MTA and will not be transferrable or tradable (other than, in very limited circumstances, together with the associated FCA common shares). The sole purpose of the FCA special voting shares is to implement the loyalty voting structure under Dutch law whereby eligible electing shareholders effectively receive two votes for each FCA common share held by them. A transfer of the FCA common shares by a FCA shareholder holding FCA special voting shares will result in a mandatory transfer of the FCA special voting shares associated with the transferred FCA common shares by such shareholder to FCA for no consideration (om niet). "

 

[Sportgamma]

How you account for treasury shares depends on your modeling preferences. Until a company retires treasury shares, those shares are outstanding.

 

Exor owns around 735.8 m shares (30.04%) and I don´t think those shares are considered in the calculation of public float.

 

The new shares outstanding will be 1,250,955,773 + voting shares.

 

40 m treasury shares / 740 m (holders of less than 2%) = 5.4%

1. You're saying the Exor shares are counted within the figure for the "milan" shares?

 

2. Everyone's shares become new 'FCA shares' once they complete U.S. Listing right?

 

I'm saying they aren't. Public float is total outstanding less shares held by control entities and other restricted holders.

 

Regarding the ADR, its sponsored by Deutsche Bank, so I presume DB has to own a corresponding amount of F.mi shares to match the ADR shares. So the ADR float is included in the borsa Italia float number. I presume once DB receives its FCA shares, they hand ot over to ADR holders and shut it down.

 

The proxy is pretty straightforward that it's a 1-for-1 exchange, 1 new share for your old share (+ voting shares with no economic rights).

[muscleman]

I presume they are converted into a new share. I also believe they are eligible for legacy voting status as well, not sure what that counts for.

 

I wonder will there by any tax consequences for US holders? The filing said no, so if I sell one day after the listing, will my cost basis and purchase date be my old cost basis when I bought the ADR?

 

Will ADR holders also receive the additional voting? (EDIT: This is answered in http://www.fiatspa.com/en-US/media_center/FiatDocuments/2014/Luglio/Fiat_calls_the_General_Meeting_of_shareholders.pdf you do need to participate in the meeting to receive it but b proxy is ok and you need to hold the shares from the meeting up to the merger).

 

How much dilution will there be (roughly)?

 

How do I participate in the meeting in order to receive the extra voting shares? The extra voting shares have no value for resale, right?

I would like to vote yes in the proxy. How do I do that? Will I receive some document from my broker so I can vote yes and then send the document back?

What happens if I don't vote? Does that mean yes?

 

I assume you'll have to vote to participate. I also assume my broker will contact me as they do for general meetings of all the stock I own.

 

Yeah that makes sense. I will keep an eye on it. The pdf only mentioned what will happen if I vote yes or if I vote no, but what if I don't vote?

[simplefocus]

If you look at the F-4 filing, you will see common shares 375 mill and voting shares 375 mill. 

 

F-4 filing

 

http://www.sec.gov/Archives/edgar/data/1605484/000119312514260113/d704286df4.htm

 

Thanks!

 

Edit

 

But this filng shows par value 0.01 Euro instead of $5.03 as mentioned earlier.

 

The .01 is the nominal value which is not important.  If you look at the third column, it says the offering price at $3.77 bil and 3.77 bil / 750 mil shares = $5.03.

 

But is the $5.03 par value? I mean they are not offering the treasury shares at $5.03 I hope?

 

Further, for anyone interested, the voting shares are not tradable and represent no value:

 

"The FCA special voting shares through which the loyalty voting structure will be implemented will not be listed on the NYSE or MTA and will not be transferrable or tradable (other than, in very limited circumstances, together with the associated FCA common shares). The sole purpose of the FCA special voting shares is to implement the loyalty voting structure under Dutch law whereby eligible electing shareholders effectively receive two votes for each FCA common share held by them. A transfer of the FCA common shares by a FCA shareholder holding FCA special voting shares will result in a mandatory transfer of the FCA special voting shares associated with the transferred FCA common shares by such shareholder to FCA for no consideration (om niet). "

 

If the voting shares are not tradable and don't have any value, then why do we need to account for these shares in the initial offering?  Then the number of US shares issued is 375 mil not 750 mil at $10.06 per share.  3.77 bil / 375 mil = 10.06 per share.  Am I missing something?

[Sportgamma]

Then the number of US shares issued is 375 mil not 750 mil at $10.06 per share.  3.77 bil / 375 mil = 10.06 per share.  Am I missing something?

 

That´s what its says there, right on the first page: "Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (referred to as the Securities Act) and computed pursuant to Rules 457(f)(1) and 457© under the Securities Act. The aggregate offering price of the FCA common shares was calculated as follows: (a) 375,255,000, the estimated number of Fiat ordinary shares held by U.S. investors to be cancelled and exchanged for the Registrant’s common shares, multiplied by (b) €7.3775 the average of the high and low prices of the Fiat ordinary shares on the Mercato Telematico Azionario on June 27, 2014, multiplied by © 1.3641, the Euro to U.S. dollar exchange rate on June 27, 2014, as reported on Bloomberg."

 

It´s just a share for a share. If F.mi drops 20% tomorrow, then that is what you will get. The $10.06 is just an arbitrary number based on the price of F.mi and the €/$ rate on that particular day.

[goldfinger]

It´s just a share for a share. If F.mi drops 20% tomorrow, then that is what you will get. The $10.06 is just an arbitrary number based on the price of F.mi and the €/$ rate on that particular day.

 

That's already true today.

[phil_Buffett]

and after 3 years Holding These voting rights are worth the same as the share Price or what? and then you can sell it?

[peter1234]

My guess:

I do not think you can trade them. You can only vote them. So if you are a longer term holder, you get 2 votes per share instead of 1.

???

[phil_Buffett]

My guess:

I do not think you can trade them. You can only vote them. So if you are a longer term holder, you get 2 votes per share instead of 1.

???

 

yeah thats right. but i heard that after 3 years Holding period you have These Shares? and could sell them.

 

Little bit complex  ::)

[merkhet]

My guess:

I do not think you can trade them. You can only vote them. So if you are a longer term holder, you get 2 votes per share instead of 1.

???

 

yeah thats right. but i heard that after 3 years Holding period you have These Shares? and could sell them.

 

Little bit complex  ::)

 

That's not how it works.

 

If you (1) have represented your shares at the extraordinary general meeting of Fiat, (2) submitted an election form to receive the special voting shares and (3) continue to own the shares between the record date and the effective date of the merger, you will receive special voting shares.

 

Alternatively, if you do not qualify under the above and you hold your FCA shares for three years, you will receive two votes per share -- one of which is represented by the voting share. You do not get economic benefits from the voting share.

 

If you sell your shares once the voting shares "vest," the voting share returns to Fiat.

 

You cannot sell the voting share, and they are not worth anything. (They are worth a nominal E$0.01 only because Dutch law requires it.)

[phil_Buffett]

My guess:

I do not think you can trade them. You can only vote them. So if you are a longer term holder, you get 2 votes per share instead of 1.

???

 

yeah thats right. but i heard that after 3 years Holding period you have These Shares? and could sell them.

 

Little bit complex  ::)

 

That's not how it works.

 

If you (1) have represented your shares at the extraordinary general meeting of Fiat, (2) submitted an election form to receive the special voting shares and (3) continue to own the shares between the record date and the effective date of the merger, you will receive special voting shares.

 

Alternatively, if you do not qualify under the above and you hold your FCA shares for three years, you will receive two votes per share -- one of which is represented by the voting share. You do not get economic benefits from the voting share.

 

If you sell your shares once the voting shares "vest," the voting share returns to Fiat.

 

You cannot sell the voting share, and they are not worth anything. (They are worth a nominal E$0.01 only because Dutch law requires it.)

 

thanks merkhet. now i get it.

[muscleman]

My guess:

I do not think you can trade them. You can only vote them. So if you are a longer term holder, you get 2 votes per share instead of 1.

???

 

yeah thats right. but i heard that after 3 years Holding period you have These Shares? and could sell them.

 

Little bit complex  ::)

 

That's not how it works.

 

If you (1) have represented your shares at the extraordinary general meeting of Fiat, (2) submitted an election form to receive the special voting shares and (3) continue to own the shares between the record date and the effective date of the merger, you will receive special voting shares.

 

Alternatively, if you do not qualify under the above and you hold your FCA shares for three years, you will receive two votes per share -- one of which is represented by the voting share. You do not get economic benefits from the voting share.

 

If you sell your shares once the voting shares "vest," the voting share returns to Fiat.

 

You cannot sell the voting share, and they are not worth anything. (They are worth a nominal E$0.01 only because Dutch law requires it.)

 

 

As I understand from the pdf link from page 106 or 105, the condition is actually ((1) or (2)) and (3), instead of (1) and (2) and (3).

[merkhet]

My guess:

I do not think you can trade them. You can only vote them. So if you are a longer term holder, you get 2 votes per share instead of 1.

???

 

yeah thats right. but i heard that after 3 years Holding period you have These Shares? and could sell them.

 

Little bit complex  ::)

 

That's not how it works.

 

If you (1) have represented your shares at the extraordinary general meeting of Fiat, (2) submitted an election form to receive the special voting shares and (3) continue to own the shares between the record date and the effective date of the merger, you will receive special voting shares.

 

Alternatively, if you do not qualify under the above and you hold your FCA shares for three years, you will receive two votes per share -- one of which is represented by the voting share. You do not get economic benefits from the voting share.

 

If you sell your shares once the voting shares "vest," the voting share returns to Fiat.

 

You cannot sell the voting share, and they are not worth anything. (They are worth a nominal E$0.01 only because Dutch law requires it.)

 

 

As I understand from the pdf link from page 106 or 105, the condition is actually ((1) or (2)) and (3), instead of (1) and (2) and (3).

 

The F-4 specifically says you need (1), (2) and (3).

 

Immediately after the closing of the Merger, Fiat shareholders that (i) were present or represented (by proxy) at the relevant extraordinary general meeting of Fiat, regardless of how they vote, (ii) timely and properly submitted (through their relevant depository intermediaries) the election form and the power of attorney and (iii) continued to own the relevant Fiat ordinary shares continuously during the period between the record date preceding the applicable extraordinary general meeting and the effective date of the Merger will have their FCA common shares registered in the Loyalty Register.

[muscleman]

My guess:

I do not think you can trade them. You can only vote them. So if you are a longer term holder, you get 2 votes per share instead of 1.

???

 

yeah thats right. but i heard that after 3 years Holding period you have These Shares? and could sell them.

 

Little bit complex  ::)

 

That's not how it works.

 

If you (1) have represented your shares at the extraordinary general meeting of Fiat, (2) submitted an election form to receive the special voting shares and (3) continue to own the shares between the record date and the effective date of the merger, you will receive special voting shares.

 

Alternatively, if you do not qualify under the above and you hold your FCA shares for three years, you will receive two votes per share -- one of which is represented by the voting share. You do not get economic benefits from the voting share.

 

If you sell your shares once the voting shares "vest," the voting share returns to Fiat.

 

You cannot sell the voting share, and they are not worth anything. (They are worth a nominal E$0.01 only because Dutch law requires it.)

 

 

As I understand from the pdf link from page 106 or 105, the condition is actually ((1) or (2)) and (3), instead of (1) and (2) and (3).

 

The F-4 specifically says you need (1), (2) and (3).

 

Immediately after the closing of the Merger, Fiat shareholders that (i) were present or represented (by proxy) at the relevant extraordinary general meeting of Fiat, regardless of how they vote, (ii) timely and properly submitted (through their relevant depository intermediaries) the election form and the power of attorney and (iii) continued to own the relevant Fiat ordinary shares continuously during the period between the record date preceding the applicable extraordinary general meeting and the effective date of the Merger will have their FCA common shares registered in the Loyalty Register.

 

 

Hmm.. When I read "or represented by proxy", I thought it meant as long as I vote yes in the proxy and continue to hold the shares, I will receive the special voting shares.

 

Anyway, not receiving the special voting shares shouldn't impact me financially, right? Then it sounds ok to me.

[wachtwoord]

Yes, it shouldn't have any financial implications (what I was worried about as well).

 

For the record, you also get the special shares if you vote no. Additionally, if you vote no you get a free option to sell the shares at a little over $10 to the Fiat company (because of Italian law with mergers). Maybe I'll vote No for the free option but it doesn't matter much because it's only valid for 2 weeks or something and something truly disruptive must happen (during that time) for me to want to use that option.