UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 6-K
_______________________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2015
Commission File No. 001-36675
_______________________________
FIAT CHRYSLER AUTOMOBILES N.V.
(Translation of Registrant’s Name Into English)
_______________________________
25 St. James’s Street
London SW1A 1HA
United Kingdom
Tel. No.: +44 (0)20 7766 0311
(Address of Principal Executive Offices)
_______________________________
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g32(b): N/A
The following exhibits are furnished herewith:
Exhibit 99.1 | Press release issued by Ferrari N.V. dated December 14, 2015. |
Exhibit 99.2 | Press release issued by Fiat Chrysler Automobiles N.V. dated December 14, 2015. |
Exhibit 99.3 | Press release issued by Fiat Chrysler Automobiles N.V. dated December 15, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 15, 2015 | FIAT CHRYSLER AUTOMOBILES N.V. | ||
By: | /s/ Richard K. Palmer | ||
Name: Richard K. Palmer | |||
Title: Chief Financial Officer | |||
Index of Exhibits
Exhibit
Number Description of Exhibit
99.1 | Press release issued by Ferrari N.V. dated December 14, 2015. |
99.2 | Press release issued by Fiat Chrysler Automobiles N.V. dated December 14, 2015. |
99.3 | Press release issued by Fiat Chrysler Automobiles N.V. dated December 15, 2015. |
Exhibit 99.1
FERRARI LISTING ON MTA APPROVED
Ferrari N.V. (NYSE: RACE), Fiat Chrysler Automobiles N.V. (NYSE: FCAU / MTA: FCA) (“FCA”) and FE New N.V. (1) (“Ferrari”) announced today that Borsa Italiana S.p.A. has approved the listing of the common shares of Ferrari on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. (“MTA”), subject to publication of the related prospectus after authorization by the competent Regulatory Authorities.
As previously announced, the listing of the common shares of Ferrari on the MTA is part of a series of transactions intended to separate Ferrari N.V. from Fiat Chrysler Automobiles N.V. and to deliver to holders of FCA common shares Ferrari common shares in accordance with a spin-off ratio of one Ferrari common share for every ten FCA common shares.
These transactions are expected to be carried out between December 31, 2015 and January 3, 2016 and Ferrari shares are expected to commence trading, subject to completion of the separation, on January 4, 2016.
Maranello, 14 December 2015
__________________________
(1) As part of the Separation, Ferrari N.V. will be merged into FE New N.V. which immediately before the merger will hold the shares in Ferrari N.V. now held by Fiat Chrysler Automobiles N.V. FE New N.V. will then be renamed Ferrari N.V., and its common shares will be listed on the MTA and the New York Stock Exchange.
For further information:
Ferrari
tel.: +39 0536 949337
Email: media@ferrari.com
www.ferrari.com
Fiat Chrysler Automobiles
tel.: +39 (011) 00 63088
Email: mediarelations@fcagroup.com
www.fcagroup.com
This press release contains forward-looking statements. These statements are based on 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, the proposed separation of Ferrari and many other risks and uncertainties, most of which are outside of the Group’s control.
Ferrari N.V.
Amsterdam, The Netherlands
Registered Office:
Via Abetone Inferiore N.4,
I -41053 Maranello, (MO) Italy
Dutch trade registration number: 57991561
Exhibit 99.2
FCA announces terms of participation in Ferrari spin-off for holders of its mandatory convertible securities
Fiat Chrysler Automobiles N.V. (NYSE: FCAU / MTA: FCA) (“FCA”) announced today that has completed the calculations necessary to determine the number of Ferrari common shares that will be delivered to holders of its 7.875% mandatory convertible securities due 2016.
Pursuant to the terms of the Indenture under which the mandatory convertible securities were issued, FCA has determined that the average of the Daily VWAP (average of daily volume weighted average prices) for the FCA common shares during the applicable measurement period exceeded $12.925 per share. As a result, the underlying FCA common shares relating to each $100 mandatory convertible securities were equal to 7.7369 as of the applicable measurement date. Based on the spin-off ratio of one Ferrari common share for every ten underlying FCA common shares, FCA will deliver to holders of the mandatory convertible securities, upon the effectiveness of the Ferrari spin-off, 0.77369 common shares of Ferrari for each $100 in outstanding mandatory convertible securities. FCA will deliver a total of 22,243,588 Ferrari common shares in respect of the $2,875,000,000 aggregate outstanding mandatory convertible securities.
As previously announced, the extraordinary general meeting of FCA shareholders approved the demerger that is part of the series of transactions to effect the Spin-off. These transactions are expected to be carried out between December 31, 2015 and January 3, 2016 and holders of FCA shares and mandatory convertible securities are expected to be able to trade in their shares in Ferrari N.V., subject to completion of the separation, beginning January 4, 2016
London, 14 December 2015
This press release contains forward-looking statements. These statements are based on 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, the proposed separation of Ferrari and many other risks and uncertainties, most of which are outside of the Group’s control.
For further information:
tel.: +39 (011) 00 63088
Email: mediarelations@fcagroup.com
www.fcagroup.com
Exhibit 99.3
FCA posted European sales of 68,500 units for the month of November, representing an 18.3% year-over-year increase and outperforming the industry average (+13.7%) for the eleventh consecutive month. For the eleven months year-to-date, sales were up 13.4% (+8.6% for the industry) to more than 807,000 units. The Fiat Panda and 500 continued to lead the European A segment with a combined share of 27.5% for the month. For more than a year, the Fiat 500L has ranked as the best-selling Small MPV (23.5% segment share for the month). With its continuous sales increases, the Fiat 500X was segment leader in Italy and has also firmly established itself among the segment leaders in Europe. The Fiat brand outperformed the industry average for the third consecutive month, with European sales up 19.7% from November a year ago. Jeep brand sales were up 131.9% for the year-to-date driven by results for the Renegade, which continues to rank among the top ten in its segment.
In November, the European passenger car market (EU28+EFTA) posted new vehicle registrations up 13.7% to nearly 1,125,000 units.
For the eleven months year-to-date, registrations were up 8.6% over the same period in 2014 to nearly 13,046,000 vehicles.
FCA closed the month with sales up 18.3% over November a year ago to nearly 68,500 vehicles. This marked the eleventh consecutive month that the Group has outperformed the industry average, taking European market share to 6.1% (+30 basis points).
For the year-to-date, FCA sales were up 13.4% to more than 807,000 vehicles and share increased to 6.2% (+30 basis points).
The Group posted sales increases in most major European markets, in several cases outpacing the industry average. In Italy, sales were up 26.0% in November and 17.7% year-to-date. FCA also posted sales increases in Germany (+9.2% vs. +8.9% for the industry), France (+17.1% vs. +11.3% for the industry) and Spain (+37.3% vs. 25.4% for the industry).
Fiat brand outperformed the industry for the third consecutive month, with November sales up 19.7% to more than 51,000 vehicles and market share 30 basis points higher at 4.6%.
For the year-to-date, brand sales totaled more than 608,000 vehicles (+11.2% year-over-year) and market share was 4.7% (+10 bps).
For the major European markets, the brand posted particularly positive November sales in Italy (+29.4%), Germany (+7.7%), France (+26.9%) and Spain (+42.0%). Year-to-date, sales were up 15.8% in Italy, 3.5% in Germany, 17.5% in France and 27.0% Spain.
The brand continued to dominate the European A segment with the Panda and 500 holding a combined share of 27.5% in November and 27.8% for the year-to-date. Sales of the Panda (A segment leader in November) were up 12.95% for the year-to-date to nearly 161,000 units. For the 500, just under 169,000 units have been sold so far this year. The other members of the 500 family also posted positive results. The 500L led the Small MPV segment for both November and the year-to-date, with sales so far this year totaling more than 77,600 units and segment share at 22.4%. The 500X also continues to post strong sales growth and has firmly established itself among the leaders in the Small SUV segment with more than 66,000 units sold year-to-date. In Italy, the 500X was the clear segment leader for both November and the year-to-date.
Lancia/Chrysler posted November sales of more than 4,500 vehicles and market share was 0.4%. Year-to-date, brand sales across Europe totaled more than 57,000 units and market share was 0.4%.
In Italy, sales of the Lancia Ypsilon were up 8.1% for the year-to-date.
Alfa Romeo posted November sales of more than 4,500 vehicles, a 6.3% year-over-year increase with share stable at 0.4%. November sales were up 17.7% in Italy, 3.5% in France, 6.6% in Spain and 21.2% in Austria. The Giulietta posted a 10.9% sales increase for the month.
Year-to-date, the brand’s European sales totaled nearly 52,500 units and market share was 0.4%. Compared with the same period in 2014, sales were 7.0% higher in Italy and 26.6% higher in Austria. Sales of the Giulietta were up 1.1% for the period.
Jeep marked its 25th-consecutive month of sales growth in November, with unit sales up 50.2% to more than 7,500 vehicles. Market share was 20 basis points higher at 0.7%. The brand posted increases in all major European markets, significantly outperforming the industry average. By market, unit sales were up 67.2% in Italy, 23.5% in Germany, 37.1% in France, 121.3% in the UK and 80.8% in Spain.
Year-to-date, sales increased 131.9% to nearly 80,700 vehicles and market share doubled to 0.6%.
Those results were driven by continued strong growth for the Jeep Renegade, firmly among the top ten in its segment in Europe with more than 50,000 units sold so far in 2015.
For Ferrari and Maserati, the Group’s luxury brands, European sales totaled 527 vehicles in November and 8,362 for the year-to-date.
London, 15 December 2015
For further information:
+39.011.0063088
mediarelations@fcagroup.com
www.fcagroup.com