LensCrafters 2011 Annual Report Download - page 266

ANNUAL REPORT 2011> 190 |
Report
of the Statutory Auditors
Dear Shareholders,
During the 2011 fiscal year we performed our supervisory activities expected by law and
in accordance with the Board of Statutory Auditors Code of Conduct, recommended
by the Italian National Board of Chartered Accountants (Consigli Nazionali dei Dottori
Commercialisti e degli Esperti Contabili).
With regard to the activities performed during the fiscal year, and in compliance with
the instructions provided by CONSOB through the announcement of 6 April 2001 and
subsequent amendments and supplements, we hereby report the following:
a) we verified the respect and compliance with the law, the deed of incorporation and
the company bylaws;
b) we obtained punctual information from the Directors on the activities and the most
relevant economic and financial transactions decided and undertaken during the fiscal
year, also through subsidiary companies. In particular, we mention the following:
1) on September 19, 2011 the Group approved the partial demerger of Luxottica
S.r.l., a wholly-owned subsidiary of Luxottica, in favor of Luxottica Group S.p.A. The
assets of Luxottica S.r.l. that, in connection with the demerger, were transferred to
Luxottica Group S.p.A. are primarily the subsidiary’s license contracts and assets
related to its distribution activities. Given that Luxottica Group S.p.A. owns 100
percent of the share capital of Luxottica S.r.l., according to the provisions of
article no. 2505 of Italian Civil Code and pursuant to the bylaws of the companies
involved, the demerger was executed in simplified form. The demerger is part of
a broader project of reorganization of the activities of Luxottica S.r.l., aimed at
focusing the company business on manufacturing activities;
2) on January 2011, the Group terminated the revolving credit line with Banca
Nazionale del Lavoro totaling Euro 150 million (credit line undrawn as of December
31, 2010). The original maturity date of the credit line was July 13, 2011;
3) on December 15, 2011, Luxottica U.S. Holdings Corp. (“U.S. Holdings”), a direct
wholly-owned subsidiary of Luxottica Group S.p.A., closed a private placement of
US$ 350 million of senior unsecured guaranteed notes, maturing on December 15,
2021. The covenants, included in the Notes, require an advance reimbursement in
BOARD OF
STATUTORY
AUDITORS REPORT
OF LUXOTTICA
GROUP S.P.A. AS
OF DECEMBER 31,
2011 PURSUANT TO
ARTICLE 2429 OF
THE ITALIAN CIVIL
CODE AND ARTICLE
153 OF ITALIAN
LEGISLATIVE DECREE
58/1998