EssilorLuxottica: EssilorLuxottica and Luxottica announce consent solicitation of the holders of the outstanding notes of Luxottica

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EssilorLuxottica and Luxottica announce consent solicitation of the holders of the outstanding notes of Luxottica

Charenton-le-Pont, France (October 24, 2019 – 8.00 am) – In pursuance of EssilorLuxottica group’s financing policy, according to which EssilorLuxottica S.A. (“EssilorLuxottica”) should concentrate the treasury management of the group at its level, EssilorLuxottica and Luxottica Group S.p.A. (“Luxottica”) today announce that Luxottica is launching a consent solicitation in relation to its Euro 500,000,000 2.625 per cent. fixed rate notes due 10 February 2024 (ISIN: XS1030851791) (the “Notes”).

The purpose of the consent solicitation is to invite eligible holders of the Notes to consider and, if thought fit, approve, the transfer of the Notes from Luxottica to EssilorLuxottica, the release of the guarantors under the Notes, and certain modifications to the conditions of the Notes, all as further described in the Consent Solicitation Memorandum dated 24 October 2019, a copy of which is available under the “Consent solicitation” section on Luxottica’s website at http://www.luxottica.com/en/investors/consent-solicitation, as well as documents in connection with such consent solicitation.

A meeting of noteholders is convened by Luxottica for the purpose of such consent solicitation on November 26, 2019 at 4 pm CET - Piazzale Cadorna 3, Milan, on first call.

The notice of call in relation to such meeting is published under the same “Consent solicitation” section on Luxottica's website, and on the Luxembourg Stock Exchange’s website at www.bourse.lu. Such notice of call has also been disseminated to the holders of the Notes through Clearstream, Luxembourg, and Euroclear and will be published in the Italian Gazzetta Ufficiale (Official Journal of the Italian Republic).

In addition, and as communicated by EssilorLuxottica in its press release dated 31 July 2019, EssilorLuxottica draws investors’ attention to the fact that it entered into a committed bridge financing of approximately Euro 8 billion that EssilorLuxottica plans to refinance.

This press release does not contain the full terms and conditions of the consent solicitation, which are contained in the Consent Solicitation Memorandum and all related documents. This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction, including the United States or any State thereof, in which such an offer, solicitation or sale would be unlawful.

Investors should read carefully the Consent Solicitation Memorandum (including the notice of meeting) and any supplementary information published by Luxottica and/or EssilorLuxottica, from time to time, and seek their own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum are required to inform themselves about, and to observe, any such restrictions.

Nothing in this announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell, any security in any jurisdiction and participation in any such offer by a person in any circumstances in which such participation is unlawful will not be accepted.

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EssilorLuxottica
EssilorLuxottica S.A. is a global leader in the design, manufacture and distribution of ophthalmic lenses, frames and sunglasses. Formed in 2018, its mission is to help people around the world to see more, be more and live life to its fullest by addressing their evolving vision needs and personal style aspirations. The company brings together the complementary expertise of two industry pioneers, one in advanced lens technology and the other in the craftsmanship of iconic eyewear, to set new industry standards for vision care and the consumer experience around it. Influential eyewear brands including Ray-Ban and Oakley, lens technology brands including Varilux^® and Transitions^®, and world-class retail brands including Sunglass Hut and LensCrafters are part of the EssilorLuxottica family. In 2018, EssilorLuxottica had nearly 150,000 employees and pro forma consolidated revenues of Euro 16.2 billion.
The EssilorLuxottica share trades on the Euronext Paris market and is included in the Euro Stoxx 50 and CAC 40 indices. Codes and symbols: ISIN: FR0000121667; Reuters: ESLX.PA; Bloomberg: EL:FP.

Luxottica Group
Luxottica is a leader in the design, manufacture and distribution of fashion, luxury and sports eyewear. Its portfolio includes proprietary brands such as Ray-Ban, Oakley, Vogue Eyewear, Persol, Oliver Peoples and Alain Mikli, as well as licensed brands including Giorgio Armani, Burberry, Bulgari, Chanel, Coach, Dolce&Gabbana, Ferrari, Michael Kors, Prada, Ralph Lauren, Tiffany & Co., Valentino and Versace. The Group’s global wholesale distribution network covers more than 150 countries and is complemented by an extensive retail network of approximately 9,100 stores, with LensCrafters and Pearle Vision in North America, OPSM, LensCrafters and Spectacle Hut in Asia-Pacific, GMO and Óticas Carol in Latin America, Salmoiraghi & Viganò in Italy and Sunglass Hut worldwide. Additional information on the Group is available at www.luxottica.com.

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