LensCrafters 2007 Annual Report Download - page 80

ANNUAL REPORT ON
CORPORATE GOVERNANCE 2007 | 79 <
There are no restrictions on the transferability of the shares.
No securities have special controlling rights.
No treasury shares are held in the Company’s balance sheet. However, the Group’s U.S.
subsidiary, Arnette Optic Illusions Inc., a subsidiary of Luxottica U.S. Holdings Corp. (“U.S.
Holdings”), owns and controls 6,434,786 Ordinary Shares.
According to the Company’s most recent records, the Company’s shareholders with an equity
holding equal to or greater than 2% are the following: Delfin S.a.r.l., with 314,403,339 shares equal
to 67.94% of the Share Capital; Deutsche Bank Trust Company Americas, with 44,894,158 shares
equal to 9.70% of the Share Capital (held in a Deposit Facility for the holders of American
Depositary Receipts (“ADRs”) which trade in the U.S. market); and Giorgio Armani, with 4.91% of
the Share Capital (9,210,000 Ordinary Shares and 13,514,000 ADRs).
The Company is not subject to any restriction on the activities and/or coordination of its management.
Pursuant to Article No. 2497 sexies, the Board has performed an assessment of Delfin S.a.r.l.’s
involvement in the Company as a significant shareholder and has concluded that, from an
operational and business perspective, ther is no common managing interest between Delfin S.a.r.l.
and Luxottica Group and any of its subsidiary companies.
More details regarding these stock option plans can be found in the Group’s Consolidated
Financial Statements as well as on the Company’s website, under the Investor Relations section.
The Group is not aware of any formal shareholder agreements as stated in the Article No. 122, TUF.
The Board does not have a proxy to increase the Share Capital as stated in the Article No. 2443 of
the Italian Civil Code.
With respect to a change of control of the Group, the following should be noted:
As of October 12, 2007, Luxottica Group and its subsidiary, U.S. Holdings, entered into a US$ 1.5
million term facility agreement (the “Term Loan”) with Citibank N.A., Intesa Sanpaolo S.p.A.,
Bayerische Hypo- und Vereinsbank AG (part of UniCredit Markets and Investment Banking), The
Royal Bank of Scotland plc, Bank of America, N.A, BNP Paribas SA, and Calyon S.A., ING. The
Term Loan redemption will be on the October 12, 2012.
The Term Loan has a prepayment option that can be exercised if: (1) third parties, not related with
a member of the Del Vecchio family, gain controlling rights of the Group; and (2) if the bondholders
reasonably believe that these third parties do not or will not have the means to repay the full
amount of the outstanding Term Loan.
As of October 12, 2007, U.S. Holdings entered into a US$ 500 million bridge facility agreement (the
“Bridge Loan”) with Bank of America and Unicredito. The Bridge Loan redemption will be on July
14, 2008.
The Bridge Loan has a prepayment option that can be exercised if: (1) third parties, not related
with a member of the Del Vecchio family, gain controlling rights of U.S. Holdings; and (2) if the
bondholders reasonably believe that these third parties do not or will not have the means to repay
the full amount of the outstanding Bridge Loan.
As of June 3, 2004, Luxottica Group and U.S. Holdings entered into a €1.13 billion and US$ 325
million facilities agreement (the “Facilities Loan”) with Banca Intesa, Bank of America, Citigroup
Global Markets Limited, Royal Bank of Scotland, Mediobanca - Banca di Credito Finanziario S.p.A.
and Unicredito. The Facilities Loan redemption will be on March 10, 2012.
The Facilities Loan has a prepayment option that can be exercised if: (1) third parties, not related
with a member of the Del Vecchio family, gain controlling rights of the Group; and (2) if the
bondholders reasonably believe that these third parties do not or will not have the means to repay
the full amount of the outstanding Facilities Loan.