0001193125-19-236085.txt : 20190903 0001193125-19-236085.hdr.sgml : 20190903 20190903102632 ACCESSION NUMBER: 0001193125-19-236085 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190903 DATE AS OF CHANGE: 20190903 GROUP MEMBERS: EXOR INVESTMENTS (UK) LLP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: New Gold Inc. /FI CENTRAL INDEX KEY: 0000800166 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81037 FILM NUMBER: 191071161 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 3510 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: (416) 324-6000 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 3510 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 FORMER COMPANY: FORMER CONFORMED NAME: DRC RESOURCES CORP /FI DATE OF NAME CHANGE: 19860904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Exor N.V. CENTRAL INDEX KEY: 0001589122 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SYMPHONY BUILDING STREET 2: GUSTAV MAHLERPLEIN 25 CITY: AMSTERDAM STATE: P7 ZIP: 1082 MS BUSINESS PHONE: 390115090345 MAIL ADDRESS: STREET 1: SYMPHONY BUILDING STREET 2: GUSTAV MAHLERPLEIN 25 CITY: AMSTERDAM STATE: P7 ZIP: 1082 MS FORMER COMPANY: FORMER CONFORMED NAME: Exor S.p.A. DATE OF NAME CHANGE: 20131011 SC 13G 1 d760540dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

New Gold Inc.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

644535106

(CUSIP Number)

August 23, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 644535106

 

  1.     

  Names of Reporting Persons.

 

  Exor N.V.

  2.      

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.      

  SEC Use Only

 

      

  4.      

  Citizenship or Place of Organization

 

  The Netherlands

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

      5.     

  Sole Voting Power:

 

  36,107,277

   6.     

  Shared Voting Power:

 

  0    

   7.     

  Sole Dispositive Power:

 

  36,107,277

   8.     

  Shared Dispositive Power:

 

  0    

  9.      

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

36,107,277

10.      

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.      

  Percent of Class Represented by Amount in Row (9)

 

  5.37%*

12.      

  Type of Reporting Person (See Instructions)

 

  HC, CO

 

*

Based on 672,865,291 common shares issued and outstanding upon completion of the C$150 million treasury offering, as reported in the short form prospectus dated August 23, 2019

 

Page 2 of 6 pages

CUSIP No. 644535106

 

  1.     

  Names of Reporting Persons.

 

  Exor Investments (UK) LLP

  2.      

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.      

  SEC Use Only

 

      

  4.      

  Citizenship or Place of Organization

 

  United Kingdom

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

      5.     

  Sole Voting Power:

 

  36,107,277

   6.     

  Shared Voting Power:

 

  0    

   7.     

  Sole Dispositive Power:

 

  36,107,277

   8.     

  Shared Dispositive Power:

 

  0    

  9.      

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

36,107,277

10.      

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.      

  Percent of Class Represented by Amount in Row (9)

 

  5.37%*

12.      

  Type of Reporting Person (See Instructions)

 

  PN

 

*

Based on 672,865,291 common shares issued and outstanding upon completion of the C$150 million treasury offering, as reported in the short form prospectus dated August 23, 2019

 

Page 3 of 6 pages

Item 1.

 

  (a)

Name of Issuer:

New Gold Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices

Brookfield Place

181 Bay Street, Suite 3510

Toronto, Ontario, M5J 2T3

Canada

Item 2.

 

  (a)

Name of Person Filing

Exor N.V.

Exor Investments (UK) LLP

 

  (b)

Address of Principal Business Office or, if none, Residence

Exor N.V.

Gustav Mahlerplein 25

Amsterdam, 1082 MS

The Netherlands

Exor Investments (UK) LLP

28 Headfort Place

London, SW1X 7DH

United Kingdom

 

  (c)

Citizenship

Exor N.V. – the Netherlands

Exor Investments (UK) LLP – United Kingdom

 

  (d)

Title of Class of Securities

Ordinary Shares, no par value

 

  (e)

CUSIP Number

644535106

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Exor N.V.:

 

  (g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

Exor Investments (UK) LLP:

 

  (j)

a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Investment Manager

 

Page 4 of 6 pages

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

See the responses to Item 9 on the attached cover pages.

 

  (b)

Percent of class:

See the responses to Item 11 on the attached cover pages.

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote

See the responses to Item 5 on the attached cover pages.

 

  (ii)

Shared power to vote or to direct the vote

See the responses to Item 6 on the attached cover pages.

 

  (iii)

Sole power to dispose or to direct the disposition of

See the responses to Item 7 on the attached cover pages.

 

  (iv)

Shared power to dispose or to direct the disposition of

See the responses to Item 8 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Exor Investments (UK) LLP:

 

  (j)

a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Investment Manager

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

 

Item 9.

Notice of Dissolution of Group.

Not Applicable

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

Page 5 of 6 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 3, 2019

 

Exor N.V.
By  

/s/ Enrico Vellano

Name:   Enrico Vellano
Title:   Chief Financial Officer
Exor Investments (UK) LLP
By  

/s/ Matteo Scolari

Name:   Matteo Scolari
Title:   Managing Director

 

Page 6 of 6 pages

INDEX TO EXHIBITS

 

99.1    Joint Filing Agreement
 EX-99.1 2 d760540dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares of New Gold Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

Date: September 3, 2019

 

Exor N.V.
By  

/s/ Enrico Vellano

Name:   Enrico Vellano
Title:   Chief Financial Officer
Exor Investments (UK) LLP
By  

/s/ Matteo Scolari

Name:   Matteo Scolari
Title:   Managing Director