LensCrafters 2013 Annual Report Download - page 48

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acts as Group parent company and from an operational and business perspective there is no
common managing interest between Luxottica Group and the parent company, nor between
Luxottica Group and the other affiliates of Delfin.
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 Company/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 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 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 due 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.
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 in the U.S. market for a total amount of USD 175 million with the following expiry
dates: USD 50 million on January 29, 2017; USD 50 million on January 29, 2020; and USD
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% of the Company shares.
On September 30, 2010 Luxottica Group S.p.A. made a private placement of notes in 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% 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