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Share capital and share ownership
7.9 Factors that might have an impact in the event of a public tender offer
DANONE
REGISTRATION DOCUMENT 2015
320
with or without preferential subscription rights (other than capital
increases reserved for employees and managers and grants of
Group performance shares) during periods when the Company's
shares are the subject of a public tender offer.
(ix) Agreements signed by the Company that are amended or terminated in the event
of the change of control of the Company
•
Danone granted put options to certain non-controlling share-
holders of its subsidiaries relating to their shares, which may be
exercised during a public tender offer. The amount of such options
is set out in Notes 3.4 and 3.5 of the Notes to the consolidated
financial statements.
•
In 2005, the Company and the Arcor group signed an agreement
governing relations between Danone and Arcor within the joint
venture named Bagley Latino America, a leader in biscuits in
Latin America, in which the Company holds a 49% equity interest.
In the event of a change of control of the Company, the Arcor
group will have the right to have the Company repurchase all of
its interest held in Bagley Latino America, for an amount equal
to its fair value.
•
Under the terms of contracts regarding the use of mineral
springs, in particular
Volvic
and
evian
in France, the Group has
very old and privileged relations with local municipalities in
which these springs are located. It is difficult for the Company
to assess with certainty the impact on these contracts of any
change in its control.
•
The stock-option plans, as well as Group performance units
(GPU) and Group performance shares (GPS) plans, that were
put in place by the Company for the benefit of certain employees
and its corporate officers (
mandataires sociaux
), include specific
provisions in the event of a change of control of the Company
resulting from a public tender offer on the Company's securities,
described in section 6.3
Compensation and benefits for corporate
officers and governance bodies
.
•
The Group's syndicated facility agreement includes a change of
control clause, which offers the lending banks an early redemption
right in the event of a change of control of the Company, if it is
accompanied by a downgrade of its rating by the rating agencies
to “sub-investment grade”. This syndicated facility agreement
signed on December 18, 2014 represents a principal amount
of €2 billion.
•
TheCompany's EMTNprogram, theCompany's bond issue in theUS
in June 2012 and certain bank credit facility also include a similar
feature in the event of a change of control of the Company (see
Note 10.3 of the Notes to the consolidated financial statements).
(x) Agreements providing for indemnities to be paid to employees and corporate officers
of the Company in the event that they resign, or their employment is terminated
in the absence of a real and serious cause, or if their employment expires due
to a public tender offer
The indemnities that would be paid to the Company's executive directors and officers (
mandataires sociaux
) in certain circumstances are
described in section 6.3
Compensation and benefits for executives and governance bodies
.