LensCrafters 2011 Annual Report Download - page 133

| 57 >REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
Information on the stock option plans, the share capital increases approved by
stockholders and reserved to stock option plans, and the performance share plan
assigned to employees is available in the notes to the separate consolidated financial
statements, in the documents prepared pursuant to article 84-bis of the Regulations
for Issuers, available on the Company’s website in the Governance/Compensation
section and in the report on remuneration prepared in accordance with 123-ter of Italian
Consolidated Financial Law.
The Company is not aware of any agreements among shareholders pursuant to article 122
of the Italian Consolidated Financial Law.
With the exception of the statements hereafter, Luxottica and its subsidiary companies are
not parties to any agreement which is amended or terminated in the event of a change in
control.
On June 3, 2004 Luxottica Group S.p.A. and its subsidiary Luxottica U.S. Holdings
Corp. (“U.S. Holdings”) entered into a loan agreement, which was amended on March
10, 2006, for Euro 1.13 billion and for US$ 325 million expiring on March 10, 2013, with
a number of banks - among which were Banca Intesa, Bank of America, Citigroup,
Royal Bank of Scotland, Mediobanca and UniCredit. The agreement provides for the
advance repayment of the loan in the event that a third party not linked to the Del
Vecchio family gains control of the Company and at the same time the majority of
lenders believe, reasonably and in good faith, that this third party is not able to repay
the debt.
On May 29, 2008 Luxottica Group S.p.A. entered into a loan agreement for the amount of
Euro 250 million expiring on May 29, 2013 with Banca Intesa, Banca Popolare di Vicenza
and Banca Antonveneta. The agreement provides for the advance repayment of the loan
in the event that a third party not linked to the Del Vecchio family gains control of the
Company and at the same time, the majority of lenders believe, reasonably and in good
faith, that such third party is not able to repay the debt.
On June 30, 2008 the subsidiary company U.S. Holdings made a private placement of notes
on the U.S. market for a total amount of US$ 275 million with the following expiry dates:
US$ 20 million on July 1, 2013; US$ 127 million on July 1, 2015; and US$ 128 million on
July 1, 2018. The agreement with institutional investors provides for the advance repayment
of the loan in the event that a third party not linked to the Del Vecchio family gains control
of at least 50 percent of the Company’s shares.
On November 11, 2009 Luxottica Group S.p.A. entered into a loan agreement, which
was amended on November 30, 2010, for the total amount of Euro 300 million expiring
on November 30, 2014, with Mediobanca, Calyon, UniCredit and Deutsche Bank. The
agreement provides for the advance repayment of the loan in the event that a third party
not linked to the Del Vecchio family gains control of the Company .
On January 29, 2010 the subsidiary company U.S. Holdings made a private placement of
notes on the U.S. market for a total amount of US$ 175 million with the following expiry
dates: US$ 50 million on January 29, 2017; US$ 50 million on January 29, 2020; and