0001648416-24-000134.txt : 20240628 0001648416-24-000134.hdr.sgml : 20240628 20240628123533 ACCESSION NUMBER: 0001648416-24-000134 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240627 FILED AS OF DATE: 20240628 DATE AS OF CHANGE: 20240628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ferrari N.V. CENTRAL INDEX KEY: 0001648416 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37596 FILM NUMBER: 241083549 BUSINESS ADDRESS: STREET 1: VIA ABETONE INFERIORE N. 4 CITY: MARANELLO STATE: L6 ZIP: I-41053 BUSINESS PHONE: 00390536949111 MAIL ADDRESS: STREET 1: VIA ABETONE INFERIORE N. 4 CITY: MARANELLO STATE: L6 ZIP: I-41053 FORMER COMPANY: FORMER CONFORMED NAME: NEW BUSINESS NETHERLANDS N.V. DATE OF NAME CHANGE: 20150717 6-K 1 fnvbb28624prcov.htm 6-K Document



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
For the month of June 2024
Commission File No. 001-37596
_______________________________
FERRARI N.V.
(Translation of Registrant’s Name Into English)

_______________________________
Via Abetone Inferiore n.4
I-41053 Maranello (MO)
Italy
Tel. No.: +39 0536 949111
(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
















    
The following exhibit is furnished herewith:
Exhibit 99.1    Press release issued by Ferrari N.V. dated June 28, 2024.







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: June 28, 2024FERRARI N.V.
By:/s/ Antonio Picca Piccon
Name:Antonio Picca Piccon
Title:Chief Financial Officer




Index of Exhibits
Exhibit
Number    Description of Exhibit

99.1        Press release issued by Ferrari N.V. dated June 28, 2024.


EX-99.1 2 fnvbb28624prex.htm EX-99.1 Document




Exhibit 99.1

FERRARI N.V.: COMPLETION OF THE FOURTH TRANCHE AND ANNOUNCEMENT OF THE FIFTH TRANCHE OF THE MULTI-YEAR SHARE REPURCHASE PROGRAM


Maranello (Italy), June 28, 2024 – Ferrari N.V. (NYSE/EXM: RACE) (“Ferrari” or the “Company”) informs that the Company has purchased, under the Euro 350 million share buyback program announced on November 7, 2023, as the fourth tranche of the multi-year share buyback program of approximately Euro 2 billion expected to be executed by 2026 in line with the disclosure made during the 2022 Capital Markets Day (the “Fourth Tranche”), the additional common shares - reported in aggregate form, on a daily basis - on the Euronext Milan (EXM) and on the New York Stock Exchange (NYSE) as follows:

EXM
NYSE
Total
Trading


  Date


 (d/m/y)
Number of
 common
shares
purchased


Average
 price per
 share

excluding
fees

(€)



Consideration
excluding fees




(€)

Number of
 common
shares
 purchased


Average
price per
share

excluding
fees

($)


Consideration
excluding fees





($)


Consideration
excluding fees





($)

Number of
 common
 shares
purchased


Average
price per
share

excluding
fees

(€)*



Consideration
excluding fees





(€)*

24/06/20243,799392.36411,490,591.223,799392.36411,490,591.22
25/06/20243,740395.22391,478,137.391,632424.3437692,528.92646,377.565,372395.47932,124,514.95
26/06/20243,865392.62721,517,504.133,865392.62721,517,504.13
Total11,404393.39124,486,232.741,632424.3437692,528.92646,377.5613,036393.72595,132,610.30

(*) translated at the European Central Bank EUR/USD exchange reference rate as of the date of each purchase


With the purchases described above the Company has completed the Fourth Tranche of the Program.

The total consideration for such Fourth Tranche of the Program was:
Euro 249,999,659.04 for No. 701,266 common shares purchased on the EXM
USD 108,575,956.06 (Euro 99,999,887.55*) for No. 270,823 common shares purchased on the NYSE.

As of June 27, 2024, the Company held in treasury No. 14,165,666 common shares equal to 5.51% of the total issued share capital including the common shares and the special voting shares, net of shares assigned under the Company’s equity incentive plan.














Ferrari N.V.
Amsterdam, The Netherlands











Registered Office:
Via Abetone Inferiore N. 4,
I – 41053 Maranello (MO) Italy











Dutch trade registration number:
64060977
corporateweba.jpg







Since the start of the multi-year share buyback program of approximately Euro 2 billion announced during the 2022 Capital Markets Day, on July 1, 2022, until June 27, 2024, the Company has purchased a total of 3,341,562 own common shares on EXM and NYSE, including transactions for Sell to Cover, for a total consideration of Euro 922,744,072.71.

A comprehensive overview of the transactions carried out under the buyback program, as well as the details of the above transactions, are available on Ferrari’s corporate website under the Buyback Programs section (https://www.ferrari.com/en-EN/corporate/buyback-programs).

The Company intends to continue its multi-year share buyback program with a fifth tranche of up to Euro 250 million to start on July 1, 2024 (the “Fifth Tranche”) and to end no later than November 26, 2024 with two components:

Firstly, Ferrari has entered into a non-discretionary buyback agreement for an amount up to Euro 200 million to be executed on the EXM market through a primary financial institution (the “Bank”). The Bank will make its trading decisions concerning the timing of the purchases of Ferrari’s common shares independently of and uninfluenced by Ferrari and it will act in compliance with applicable rules and regulations, including the provisions of the Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 (the “Regulations”). Under this agreement, once executed, purchases may continue during any closed periods of Ferrari in accordance with the Regulations.

Secondly, Ferrari has entered into an additional mandate with a primary financial institution for up to Euro 50 million to be executed on the NYSE. Pursuant to such mandate Ferrari would provide the financial institution with purchase instructions from time to time in compliance with applicable rules, regulations and legal requirements. The actual timing, number and value of common shares repurchased on the NYSE will depend on a number of factors, including market and general business conditions.


The Fifth Tranche implements the resolution adopted by the Shareholders’ Meeting (held on April 17, 2024) and duly communicated to the market, which authorized the purchase of up to 10% of the Company’s common shares during the eighteen-month period following such Shareholders’ Meeting. The repurchase authority will expire on October 16, 2025 or until such authority is extended or renewed before such date.

Details of the repurchase transactions carried out under the Fifth Tranche shall be disclosed to the market as required by applicable regulation.











2









About Ferrari
Ferrari is among the world’s leading luxury brands focused on the design, engineering, production and sale of the world’s most recognizable luxury performance sports cars. Ferrari brand symbolizes exclusivity, innovation, state-of-the-art sporting performance and Italian design. Its history and the image enjoyed by its cars are closely associated with its Formula 1 racing team, Scuderia Ferrari, the most successful team in Formula 1 history. From the inaugural year of Formula 1 World Championship in 1950 through the present, Scuderia Ferrari has won 245 Grand Prix races, 16 Constructors’ World titles and 15 Drivers’ World titles. Ferrari designs, engineers and produces its cars in Maranello, Italy, and sells them in over 60 markets worldwide.

Forward Looking Statements
This document contains forward-looking statements. These statements may include terms such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “remain”, “continue”, “on track”, “successful”, “grow”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”, “guidance” and similar expressions. Forward-looking statements are not guarantees of future performance. Rather, they are based on the Ferrari Group’s (hereinafter, the “Group”) 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 described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group” in the Company’s annual and quarterly reports filed with the U.S. Securities and Exchange Commission, which are available on Ferrari’s website (https://www.ferrari.com/en-EN/corporate). Any forward-looking statements contained in this document speak only as of the date of this document and the Company does not undertake any obligation to update or revise publicly forward-looking statements. Further information concerning the Group and its businesses, including factors that could materially affect the Company’s financial results, is included in the Company’s reports and filings with the U.S. Securities and Exchange Commission, the AFM and CONSOB.


For further information:
Media Relations
tel.: +39 0536 949337
Email: media@ferrari.com
3
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