Information for holders of Luxottica shares in the United States
JOINT PROCEDURE TO EXERCISE THE RIGHT TO PURCHASE PURSUANT TO ART. 111 OF THE TUF AND TO COMPLY WITH THE OBLIGATION TO PURCHASE UNDER ART. 108, PAR. 1, OF THE TUF ON ALL OF THE RESIDUAL LUXOTTICA SHARES
START OF THE PERIOD FOR THE SUBMISSION OF THE REQUESTS FOR SALE CONCERNING THE JOINT PROCEDURE – INFORMATION FOR HOLDERS OF LUXOTTICA SHARES IN THE UNITED STATES
Charenton-le-Pont (France), January 28, 2019 – EssilorLuxottica (the “Offeror”), having previously announced that it will exercise the right to purchase pursuant to Art. 111 of the Legislative Decree No. 58 of 24 February 1998, as subsequently amended (the “TUF”)(the “Right to Purchase”) and, concurrently, comply with the obligation to purchase under Art. 108, paragraph 1 of the TUF with respect to the 11,926,027 remaining outstanding ordinary shares of Luxottica Group S.p.A. (“Luxottica”) that are not already held by the Offeror (the “Residual Shares”) and the terms of the procedure through which the Offeror will do so (such procedure, the “Joint Procedure”), hereby confirms the start of the Period for the Submission of the Requests for Sale Concerning the Joint Procedure (as defined below). As of the start of the Joint Procedure, the Offeror owns directly or indirectly 473,269,006 Luxottica shares, or 97.542% of Luxottica’s issued share capital and the Residual Shares represent 2.458% of Luxottica’s issued share capital. As agreed with Borsa Italiana S.p.A. and CONSOB, the period during which the Offeror will carry out the Joint Procedure and holders of Residual Shares may submit a request for sale concerning the Joint Procedure (the “Request for Sale Concerning the Joint Procedure”) began at 8:30am (Italian time) today, January 28, 2019 and will end at 5:30pm (Italian time) on February 26, 2019 (the “Period for the Submission of the Requests for Sale Concerning the Joint Procedure”), subject to potential extension in accordance with applicable regulations.
Information for Holders of Residual Shares in the United States
Holders of Residual Shares in the United States may participate in the Joint Procedure and receive EUR 51.64474423 (the “Cash Consideration”) in exchange for each Residual Share tendered into such procedure by submitting a Request for Sale Concerning the Joint Procedure for the Cash Consideration.
If you are a holder of Residual Shares in the United States, you should contact D.F. King at (email@example.com) or (00 44 207 920 9700) to receive further information on how to participate in the Joint Procedure and the related documentation, which is also available at the Offeror’s website.
The Joint Procedure will result in the transfer of ownership of all of the Residual Shares to the Offeror and the delisting of Luxottica shares from the Electronic Stock Market (Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. Following the completion of the Joint Procedure, Deutsche Bank Trust Company Americas (the “Depositary”) will receive newly-issued shares of EssilorLuxottica in exchange for the Luxottica shares underlying any Luxottica American Depositary Receipts (“Luxottica ADRs”) remaining outstanding. EssilorLuxottica currently anticipates that, pursuant to the amended deposit agreement governing the Luxottica ADRs (as amended and restated on March 28, 2006, and as subsequently amended, the “Deposit Agreement”), the Depositary will endeavor to sell such shares in the open market at the then applicable market price and the proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and any un-netted expenses, taxes or governmental charges) will be distributed to the residual holders of Luxottica ADRs on a pro rata basis pursuant to the Deposit Agreement’s terms, resulting in the eventual termination of the Deposit Agreement.