LensCrafters 2011 Annual Report Download - page 117

| 41 >MANAGEMENT REPORT
On January 20, 2012, the Company successfully completed the acquisition of 80 percent
of share capital of the Brazilian entity “Grupo Tecnol Ltd”. The remaining 20 percent will
be acquired starting from 2013 and in the four following years. The Group will purchase
in each of the above mentioned years 5 percent of Grupo Tecnol share capital. The
consideration paid for the 80 percent was approximately Brazilian Real 143.7 million.
The acquisition furthers the Company’s strategy of continued expansion of its wholesale
business in Latin America. The Company uses various methods to calculate the fair value
of the assets acquired and the liabilities assumed. The purchase price allocation was not
completed at the date these Consolidated Financial Statements were authorized for issue.
Luxottica communicated the compliance plan in connection with the transaction pursuant to
the provisions of articles 36–39 of the Market Regulation to Consob and will provide information
on the state of compliance in the financial documents issued under Regulation 11971/1999.
On January 24, 2012 the Board of Directors of Luxottica approved the reorganization of
the retail business in Australia. As a result of this reorganization the Group will close about
10 percent of its Australian and New Zealand stores, redirecting resources into its market
leading OPSM brand. As a result of the reorganization the Group estimates it will incur
approximately expenses of AU$ 40 million, of which approximately AU$ 12 million were
recorded in the 2011 consolidated income statement.
On February 28, 2012 the Board of Directors approved the issuance of senior unsecured
long-term notes to institutional investors prior to the end of 2012. The principal amount
of the notes will be up to Euro 500 million. Final terms of the notes will be determined at
pricing based on market conditions at the time of issuance.
Articles 36–39 of the regulated markets apply to 44 entities based on the financial
statements as of December 31, 2011:
In particular the Group:
• applies to all the Extra European Union subsidiaries, internal procedures under which
it is requested that all Group companies release a quarterly representation letter
that contains a self-certification of the completeness of the accounting information
and controls in place, necessary for the preparation of the consolidated financial
statements of the parent;
• ensures that subsidiaries outside of Europe also declare in these representation letters
their commitment to provide auditors of the Company with the information necessary
to conduct their monitoring of the parent’s annual and interim period financial
statements;
• as set out in Part III, Title II, Chapter II, Section V of Regulation no. 11971/1999 and
subsequent amendments, makes available the balance sheet and income statement
of the aforementioned subsidiaries established in states outside the European Union,
used to prepare the consolidated financial statements:
During 2011, Luxottica acquired control of the capital stock of the Spanish company
Multiopticas Internacional S.L. That company controls the following entities based in
12. SUBSEQUENT
EVENTS
13. ADAPTATION
TO THE ARTICLES
36-39 OF THE
REGULATED
MARKETS