LensCrafters 2011 Annual Report Download - page 134

ANNUAL REPORT 2011> 58 |
US$ 75 million on January 29, 2019. The Note Purchase 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 at least 50 percent of the Company shares.
On September 30, 2010 Luxottica Group S.p.A. made a private placement of notes on the
U.S. market for a total amount of Euro 100 million with the following expiry dates: Euro
50 million on September 15, 2017; and Euro 50 million on September 15, 2020. The Note
Purchase Agreement provides for the advance payment 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 shares.
On November 10, 2010 the Company issued a bond listed on the Luxembourg Stock
Exchange (code ISIN XS0557635777) for a total amount of Euro 500 million, expiring on
November 15, 2015. The offering prospectus contains a clause concerning the change
of control which provides for the possibility of the holders of the bonds to exercise a
redemption option of 100 percent of the value of the notes in the event that a third party
not linked to the Del Vecchio family gains control of the Company. This clause is not
applied in the event that the Company obtains an investment grade credit rating.
On December 15, 2011 the subsidiary Luxottica U.S. Holdings Corp. made a private
placement of notes on the U.S. market for a total amount of US$ 350 million, expiring on
December 15, 2021. The Note Purchase 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 at least 50 percent of the Company shares.
With regard to the agreements between the Company and the directors on the indemnity
to be paid in the event of resignation or termination of employment without just cause
or in the event of termination of the employment relationship following a take-over bid,
please refer to the report on remuneration prepared in accordance with article 123-ter of
the Italian Consolidated Financial Law.
The appointment and the removal of directors and auditors are respectively governed by
article 17 and by article 27 of the Company’s by-laws, which are available for review on
the company website www.luxottica.com in the Governance/By-laws section. With regard
to any matters not expressly provided for by the by-laws, the current legal and regulatory
provisions shall apply.
The Company’s by-laws can be modified by the extraordinary shareholders’ meeting, which
convenes and passes resolutions based on a majority vote according to the provisions of
law and, as provided for by article 23 of the by-laws, by the Board of Directors within
certain limits in modifying the by-laws to adapt to legal provisions.
Pursuant to article 12 of the Company’s by-laws, the stockholders for whom the Company has
received notice from the relevant intermediaries pursuant to the centralized management
system of the financial instruments, in accordance with the law and regulations in force at
that time, are entitled to participate and vote in the meeting.
Each share carries the right to one vote.