INFORMATION ACCORDING TO ARTICLE 84 BIS OF CONSOB RESOLUTION 11971/99
Milan, Italy, June 15, 2009 – Luxottica Group S.p.A. (MTA: LUX; NYSE: LUX), a global leader in the design, manufacturing and distribution of fashion, luxury and sports eyewear, today announced the completion of its reassignment program of new share options, which was approved by its Board of Directors on May 7, 2009, for certain employees domiciled in the United States who were beneficiaries of the Company’s stock option grants approved in 2006 and 2007. The reassignment program, which has been structured as a tender offer under U.S. securities law, was completed at 11:59 p.m. EDT on Friday, June 12, 2009. All outstanding eligible options that were properly tendered under the reassignment program by eligible employees have been accepted.
Pursuant to the terms of the reassignment program, Luxottica Group accepted for cancellation options to purchase 3,725,000 ordinary shares, representing approximately 99.6% of the shares underlying all eligible options held by employees domiciled in the U.S. Of this amount, 825,000 shares were subject to options issued under the 2006 and 2007 stock option grants, while 2,900,000 shares were subject to options issued under the 2006 3-year extraordinary performance stock option grant.
Pursuant to the terms and conditions of the reassignment program, on June 12, 2009, Luxottica Group issued to employees domiciled in the U.S. who properly tendered eligible options new options to purchase an aggregate of 2,275,000 ordinary shares, consisting of new options issued under the Luxottica 2001 Stock Option Plan to purchase an aggregate of 825,000 ordinary shares and new performance options issued under the Luxottica 2006 Stock Option Plan to purchase an aggregate of 1,450,000 ordinary shares.
The new options issued under the Luxottica 2001 Stock Option Plan have an exercise price of €15.03 per share. The new performance options issued under the Luxottica 2006 Stock Option Plan have an exercise price of € 15.11 per share.
The full terms and conditions of the reassignment program are set forth in a Tender Offer Statement on Schedule TO, as amended, that Luxottica has filed with the SEC.
In accordance with Italian law, further information is provided in the attached Table 1 of scheme 7 of Annex 3A to Regulations CONSOB n.11971/99.
Ivan Dompé
Group Corporate Communications Director
Tel.: +39 (02) 8633 4726
Email: ivan.dompe@luxottica.com
Luca Biondolillo
Group Director of International Communications
Tel.: +39 (02) 8633 4668
Email: LucaBiondolillo@Luxottica.com
Alessandra Senici
Group Investor Relations Director
Tel.: +39 (02) 8633 4718
Email: InvestorRelations@Luxottica.com
| Name or Category | Position (to be specified only for individuals listed by name) |
BOX 2 | ||||||
|---|---|---|---|---|---|---|---|---|
| Options (option grant) | ||||||||
| Section2 | ||||||||
| New options granted by the board on the basis of resolutions previously adopted by the GM | ||||||||
| Date approved by shareholders in AGM |
Description of instrument |
No. of instruments underlying options awarded |
Date of award by competent governing body |
Strike price |
Market price for instruments as at the award date |
Expiration date | ||
| BOXER MICHAEL | Director in a subsidiary company |
September 20, 2001 | Stock option | 40.000 | June, 12, 2009 | € 15,03 | € 14,79 | March 31, 2017 |
| BRADLEY KERRY M. | Director in a subsidiary company |
September 20, 2001 | Stock option | 70.000 | June, 12, 2009 | € 15,03 | € 14,79 | March 31, 2017 |
| COLEMAN THOMAS L. | Director in a subsidiary company |
September 20, 2001 | Stock option | 40.000 | June, 12, 2009 | € 15,03 | € 14,79 | March 31, 2017 |
| DENNIS JACK | Director in a subsidiary company |
September 20, 2001 | Stock option | 40.000 | June, 12, 2009 | € 15,03 | € 14,79 | March 31, 2017 |
| FAY PIERRE | Director in a subsidiary company |
September 20, 2001 | Stock option | 60.000 | June, 12, 2009 | € 15,03 | € 14,79 | March 31, 2017 |
| GIANNOLA VITO | Director in a subsidiary company |
September 20, 2001 | Stock option | 10.000 | June, 12, 2009 | € 15,03 | € 14,79 | March 31, 2017 |
| LOVEJOY WALLACE W. | Director in a subsidiary company |
September 20, 2001 | Stock option |
10.000
|
June, 12, 2009 | € 15,03 | € 14,79 | March 31, 2017 |
| MICHEL BRIAN | Director in a subsidiary company |
September 20, 2001 | Stock option | 5.000 | June, 12, 2009 | € 15,03 | € 14,79 | March 31, 2017 |
| Other managers and employees domiciled in the United States (42) | - | September 20, 2001 | Stock option | 550.000 | June, 12, 2009 | € 15,03 | € 14,79 | March 31, 2017 |
| Name or Category | Position (to be specified only for individuals listed by name) |
BOX 2 | ||||||
|---|---|---|---|---|---|---|---|---|
| Options (option grant) | ||||||||
| Section2 | ||||||||
| New options granted by the board on the basis of resolutions previously adopted by the GM | ||||||||
| Date approved by shareholders in AGM |
Description of instrument |
No. of instruments underlying options awarded |
Date of award by competent governing body (BOD) |
Strike price |
Market price for instruments as at the award date |
Expiration date | ||
| BOXER MICHAEL | Director in a subsidiary company |
June 14, 2006 | Stock option | 50.000 | June 12, 2009 | € 15,11 | € 14,79 | June 12, 2008 |
| BRADLEY KERRY M. | Director in a subsidiary company |
June 14, 2006 | Stock option | 550.000 | June 12, 2009 | € 15,11 | € 14,79 | June 12, 2008 |
| COLEMAN THOMAS L. | Director in a subsidiary company |
June 14, 2006 | Stock option | 250.000 | June 12, 2009 | € 15,11 | € 14,79 | June 12, 2008 |
| Other managers and employees domiciled in the United States (9) |
- | June 14, 2006 | Stock option | 600.000 | June 12, 2009 | € 15,11 | € 14,79 | June 12, 2008 |