2018.09.28

Essilor publishes a prospectus relating to the issuance of new ordinary shares in connection with the combination with Luxottica

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Essilor publishes a prospectus relating to the issuance of new ordinary shares in connection with the combination with Luxottica

Closing of the contribution to Essilor of the Luxottica shares by Delfin contemplated to take place on October 1, 2018

 

Charenton-le-Pont, France (September 28, 2018 – 3:30 p.m.) Essilor announces today the publication of a prospectus relating to:

  • the share capital increase without preferential subscription rights through the issuance of 139,703,301 new ordinary shares of Essilor as consideration for the Luxottica shares contributed by Delfin to Essilor (the “New Shares Issued as Consideration for the Contribution”);
  • the share capital increase without preferential subscription rights through the issuance of up to 81,316,189 new ordinary shares of Essilor as consideration for the Luxottica shares tendered into the mandatory public exchange offer, subject to Italian law, to be initiated by Essilor (to be renamed “EssilorLuxottica” as from the closing of the contribution to Essilor of Luxottica shares by Delfin) for all outstanding shares of Luxottica, together with a concurrent private placement in the United States of America addressed to “qualified institutional buyers”, as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in transactions exempt from the registration requirements of the Securities Act (such shares collectively, the “New Shares Issued as Consideration for the Exchange Offer”, together with the New Shares Issued as Consideration for the Contribution, the “New Shares”);
  • the public offering of the New Shares Issued as Consideration for the Exchange Offer; and
  • the admission to listing and trading on the regulated market of Euronext Paris of up to 221,019,490 New Shares.

 

The Autorité des Marchés Financiers (the “AMF”) affixed the visa No. 18-460 on September 28, 2018 on the prospectus (the “Prospectus”).

The Prospectus is composed of:

  • the registration document of Essilor filed with the AMF on March 27, 2018 under no. D.18-0193 (the “2017 Registration Document”);
  • an update to the 2017 Registration Document filed with the AMF on September 28, 2018 under number 18-0193-A01;
  • a securities note (the “Securities Note”); and
  • the summary of the Prospectus (included in the Securities Note).

According to the indicative timetable presented in Section 5.1.3 of the Securities Note, the closing of the contribution to Essilor of the Luxottica shares by Delfin is contemplated to take place on October 1, 2018. New Shares Issued as Consideration for the Contribution are expected to be admitted to trading on Euronext Paris on October 2, 2018.

For the purpose of the public offering to be carried out by Essilor (to be renamed “EssilorLuxottica” as from the closing of the contribution to Essilor of Luxottica shares by Delfin) in connection with the Italian exchange offer, the Prospectus will be “passported” to Italy pursuant to article 18 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003. The Italian exchange offer document will incorporate by reference parts of the Prospectus.

The information to be disclosed pursuant to the applicable regulations relating to the mandatory exchange offer to be initiated by (to be renamed “EssilorLuxottica” as from the closing of the contribution to Essilor of Luxottica shares by Delfin) in Italy for all of the outstanding shares of Luxottica will be included in the Italian exchange offer document scheduled to be filed with CONSOB on October 11, 2018 according to the indicative timetable presented in Section 5.1.3 of this Securities Note, which will be then, after the approval by CONSOB, published and made available to the public on Essilor’s website (www.essilor.com) (to be renamed “EssilorLuxottica”) as from the closing of the contribution to Essilor of Luxottica shares by Delfin) and on Luxottica’s website (www.luxottica.com).

The Prospectus is available free of charge at Essilor’s registered office (147, rue de Paris – 94220 Charenton-le-Pont, France), on the websites of Essilor (www.essilor.com) and of the AMF (www.amf-france.org) or by contacting Essilor’s Investor Relations department at +33 (0)1 49 77 42 16 / invest@essilor.com.

Essilor draws the public’s attention to the risks factors included in the Prospectus.

 

CONTACTS

Investor Relations
Véronique Gillet – Sébastien Leroy
Ariel Bauer – Alex Kleban
Tel.: +33 (0)1 49 77 42 16

Corporate Communications
Laura Viscovich
Tel.: +33 (0)1 49 77 45 02

Media Relations
Maïlis Thiercelin
Tel.: +33 (0)1 49 77 45 02 

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