DELHAIZE GROUP ANNUAL REPORT '11 47
warrants outstanding under those plans
as of December 31, 2011 can be found
under Note 21.3 to the Financial State
ments.
In 2003, the Company adopted a global
long-term incentive program which
incorporates a Performance Cash Plan.
The grants under the Performance Cash
Plan provide for cash payments to the
beneficiaries at the end of a three-year
period that are dependent on Company
performance against Board-approved
financial targets that are closely corre
lated to building long-term shareholder
value. The General Meeting of Share
holders approved a provision of the Per
formance Cash Plan that provides that
the beneficiaries are entitled to receive
the full cash payment with respect to
any outstanding grant in the event of a
change of control over the Company and
downgrading by Moody's and S&P.
The Ordinary General Meeting of Share
holders held on May 24, 2007, May 22,
2008, May 28, 2009, May 27, 2010 and
May 26, 2011, respectively, approved the
inclusion of a provision granting to the
holders of the bonds, convertible bonds
or medium-term notes that the Com
pany may issue within the 12 months
following the respective ordinary share
holders meeting, in one or several offer
ings and tranches, denominated either
in US Dollars or in Euros, with a maturity
or maturities not exceeding 30 years,
for a maximum aggregate amount of
EUR 1.5 billion, the right to obtain the
redemption, or the right to require the
repurchase, of such bonds or notes
for an amount not in excess of 101% of
the outstanding principal amount plus
accrued and unpaid interest of such
bonds or notes, in the event of a change
of control over the Company, as would
be provided in the terms and conditions
relating to such bonds and/or notes.
On June 27, 2007 the Company issued
EUR 500 million 5.625% senior notes due
2014 and USD 450 million 6.50% notes
due 2017 in a private placement to quali
fied investors. Pursuant to an exchange
offer registered under the U.S Securities
Act, the 6.50% Dollar Notes were sub-
sequently exchanged for 6.50% Dollar
Notes that are freely transferable in the
U.S. The General Meeting of Sharehold
ers approved the inclusion of a provision
in each of these series of notes granting
its holders the right to early repayment
for an amount not in excess of 101%
of the outstanding principal amount
thereof in the event of a change of con
trol over the Company and downgrading
by Moody's and S&P.
On February 2, 2009 the Company
issued USD 300 million 5.875% senior
notes due 2014 to qualified investors
pursuant to a registration statement filed
by the Company with the U.S. Securities
and Exchange Commission. The notes
contain a change of control provision
granting their holders the right to early
repayment for an amount not in excess
of 101% of the outstanding principal
amount thereof in the event of a change
of control over the Company.
On October 6, 2010, the Company
announced the issuance of new USD
827 million 5.70% Notes due 2040 (the
"New Notes") pursuant to a private offer
to exchange 9.00% Debentures due
2031 and 8.05% Notes due 2027 issued
by its wholly-owned subsidiary Delhaize
America, LLC held by eligible holders.
The New Notes contain a change of con
trol provision granting their holders the
right to early repayment for an amount
not in excess of 101% of the outstanding
principal amount thereof in the event of
a change of control over the Company
and downgrading by Moody's and S&P.
On October 5, 2011 the Company
announced the successful completion
on October 4, 2011 of its public offering
of EUR 400 million 7 year 4.25% retail
bonds in Belgium and in the Grand
Duchy of Luxembourg. The bonds
contain a change of control provision
granting their holders the right to early
repayment for an amount not in excess
of 101% of the outstanding principal
amount thereof in the event of a change
of control over the Company and down
grading by Moody's and S&P.
The Ordinary General Meeting of Share
holders held on May 26, 2011 approved
a change in control clause set out in
the EUR 600 million five-year revolving
credit facility dated April 15, 2011 entered
into among inter alios the Company,
Delhaize America, LLC, Delhaize Grif
fin SA, Delhaize The Lion Coordination
Center SA, as Borrowers and Guaran
tors, the subsidiary guarantors party
thereto, the lenders party thereto, and
Fortis Bank SA/NV, Banc of America
Securities Limited, JP Morgan PLC and
Deutsche Bank AG, London Branch, as
Bookrunning Mandated Lead Arrangers.
The "Change in Control" clause provides
that, in case any person (or persons
acting in concert) gains control over
the Company or becomes the owner
of more than 50 per cent of the issued
share capital of the Company, this will
lead to a mandatory prepayment and
cancellation under the credit facility.
