LensCrafters 2011 Annual Report Download - page 84

ANNUAL REPORT 2011> 8 |
Multiopticas Internacional is present in South America with more than 470 stores as
follows: 221 in Chile, 141 in Peru, 40 in Ecuador and 77 in Colombia. In 2010 they had total
net sales exceeding Euro 80 million. Over the last four years, Compound Annual Growth
Rate (CAGR) of net sales was more than 11 percent.
Under the terms of the agreement, the Group paid on July 13, 2011, 70 percent of the
exercise price, determined on the basis of Multiopticas Internacional’s sales and EBITDA
values, at the time of the exercise of the call option. The remaining 30 percent of the
exercise price was paid in November 2011.
August
As part of the celebrations marking the Group 50th anniversary of its founding, on August
31, 2011 the Board of Directors of Luxottica Group S.p.A. approved the gifting of free
treasury shares to certain employees of the Group. The transaction involved over seven
thousand employees for an aggregate amount of 313,575 Group treasury shares.
September
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 and the
resolution authorizing the demerger was approved by the Boards of Directors of the two
companies. Given that Luxottica is the sole shareholder of Luxottica S.r.l., no shares of
Luxottica will be granted in exchange for these assets and no capital increase took place.
Furthermore, the corporate purpose of Luxottica was not changed. The demerger is part of
a broader project of reorganization of the activities of Luxottica S.r.l., which started in 2007
and is aimed at focusing the business of this company on manufacturing activities. The
demerger, was not subject to the Group’s Procedure for Operations with Related Parties
and was based upon the financial statements as of June 30, 2011 of the two companies.
The transaction was effective from January 1, 2012.
November
Armani Group, global leader in the fashion and luxury industry, and Luxottica announced
that a Letter of Intent had been signed which is preliminary to an exclusive license
agreement for the design, manufacturing and global distribution of sun and prescription
eyewear under the Giorgio Armani, Emporio Armani and A/X brands, beginning January
2013.
The Letter of Intent, which is not binding, is preliminary to the signing of a 10 year license
agreement, will incorporate certain terms based on anticipated market conditions and will
be effective as of January 1, 2013. The first collection is expected to be presented during
2013.