LensCrafters 2012 Annual Report Download - page 143

| 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 article 123-ter of Italian
Consolidated Financial Law.
The Company is not aware of any agreements among stockholders 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 USD 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 October 12, 2007 Luxottica Group S.p.A. and its subsidiary, U.S. Holdings, entered
into a loan agreement for the total amount of USD 1.5 billion expiring on October 12,
2013 with a number of banks - among which were Citibank, UniCredit, Royal Bank of
Scotland, Banca Intesa, BNP Paribas, Bank of America, Calyon and ING. 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 in the U.S. market for a total amount of USD 275 million with the following expiry
dates: USD20 million on July 1, 2013; USD 127 million on July 1, 2015; and USD 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% of the Company’s shares.