Annual Review 2012 - Luxottica

Consolidated financial statements - BOARD OF STATUTORY AUDITORS REPORT
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3) On March 19, 2012, the Company closed an offering in Europe to institutional
investors of Euro 500 million of senior unsecured guaranteed notes due on March
19, 2019. The notes are listed on the Luxembourg Stock Exchange under ISIN
XS0758640279. Interest on the Notes accrues at 3.625 percent per annum. The
Notes are guaranteed on a senior unsecured basis by Luxottica U.S. Holdings Corp.
(“U.S. Holdings”) and Luxottica S.r.l., both of which are wholly owned subsidiaries.
4) On March 19, 2012, the notes were assigned a BBB+ credit rating by Standard &
Poor’s.
5) On May 17, 2012, the Company entered into an agreement pursuant to which it
acquired over 125 Sun Planet stores in Spain and Portugal. In 2011 Luxottica Group
acquired from the same seller Sun Planet stores in South America, that were part of
Multiopticas International. In 2011, net sales of the Spanish and Portuguese chain
totaled approximately Euro 22.0 million. The acquisition was completed on July 31,
2012. The consideration paid was approximately Euro 23.8 million.
6) On June 8, 2012, Armani Group and the Company signed an exclusive license
agreement for the design, manufacture and worldwide distribution of sun and
prescription eyewear under the Giorgio Armani, Emporio Armani and A/X Armani
Exchange brands. The 10-year license agreement, incorporating market conditions,
commenced on January 1, 2013. The first collection will be presented during the
first semester of 2013.
7) On July 12, 2012, the Company prepaid USD 246 million (Euro 201.4 million) of
Tranche E of the credit facility used to finance the acquisition of Oakley in 2007 with
an original final maturity date of October 12, 2012. On the same date US Holdings
prepaid USD 169 million (Euro 138.5 million) of Tranche D of this acquisition credit
facility. US Holdings prepaid USD 130 million which had an original maturity date of
October 12, 2012 and USD 39 million which had an original maturity date of January
12, 2013.
8) On October 15, 2012 Luxottica Group repaid the remaining part of Tranche E for a
total amount of USD 254.3 million (equal to Euro 196.0 million).
9) On October 17, 2012 the whole-owned U.S. Holdings repaid a portion of Tranche
B for a total amount of USD 150.0 million (equal to Euro 114.3 million).
10) On November 27, 2012 the Company entered into an agreement with Salmoiraghi &
Viganò S.p.A and Salmoiraghi & Viganò Holding pursuant to which it will subscribe
to shares in connections with a capital injection into Salmoiraghi & Viganò resulting
in the Company holding capital shares equal to 36% of this company.
11) On November 30, 2012 the Group signed an agreement pursuant to which it will
acquire 100% of the common stock of Alain Mikli International, a French company
in the luxury eyewear industry.
based on the information available to us, we can reasonably assure that the transactions
here above described are compliant with law and the Company bylaws and were not