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 perfor
mance against Board-approved
financial targets that are closely cor
related to building long-term share
holder value. The General Meeting of
Shareholders approved a provision
of the Performance Cash Plan that
provides that the beneficiaries are
entitled to receive the full cash pay
ment with respect to any outstand
ing grant in the event of a change of
control over the Company.
The Ordinary General Meeting of
Shareholders held on May 24, 2007,
May 22, 2008, May 28, 2009, May
27, 2010, May 26, 2011 and May
24, 2012, respectively, approved the
inclusion of a provision granting to
the holders of the bonds, convert
ible bonds or medium-term notes
that the Company may issue within
the 12 months following the respec
tive ordinary shareholders meet
ing, in one or several offerings and
tranches, denominated either in U.S.
Dollars or in Euros, with a maturity or
maturities not exceeding 30 years,
for a maximum aggregate amount
of €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 €500 million 5.625% senior
notes due 2014 and $450 million
6.50% notes due 2017 in a private
placement to qualified investors.
Pursuant to an exchange offer reg
istered under the U.S Securities Act,
the 6.50% Dollar Notes were subse
quently exchanged for 6.50% Dollar
Notes that are freely transferable in
the U.S. Each of these series of notes
contain a change of control provi
sion granting its holders the right to
early repayment for an amount not
in excess of 101% of the outstand
ing principal amount thereof in the
event of a change of control over
the Company and downgrading by
Moody's and S&P.
On February 2, 2009 the Company
issued $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 Commis
sion. 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 and
downgrading by Moody's and S&P.
On October 6, 2010, the Com
pany announced the issuance of
new $827 million 5.70% Notes due
2040 (the "New Notes") pursu
ant 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 eli
gible holders. The New Notes con
tain a change of control provision
granting their holders the right to
early repayment for an amount not
in excess of 101% of the outstand
ing 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 comple
tion on October 4, 2011 of its pub
lic offering of €400 million 7 year
4.25% retail bonds in Belgium and
in the Grand Duchy of Luxembourg
listed on NYSE Euronext Brussels
pursuant to a prospectus filed by
the Company with the Financial Ser
vices and Markets Authority of Bel
gium (FSMA). The bonds contain a
change of control provision granting
their holders the right to early repay
ment 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 April 10, 2012 the Company
issued $300 million 4.125% senior
notes due 2019 to qualified investors
pursuant to a registration statement
filed by the Company with the U.S.
Securities and Exchange Commis
sion. 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 and
downgrading by Moody's and S&P.
On November 27, 2012 the Com
pany issued €400 million 3.125%
senior notes due 2020 listed on
NYSE Euronext Brussels to qualified
investors pursuant to a prospectus
filed by the Company with the FSMA.
The 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.
The Ordinary General Meeting of
Shareholders held on May 26, 2011
approved a change in control clause
set out in the €600 million five-year
revolving credit facility dated April 15,
2011 entered into among inter alios
the Company, Delhaize America,
LLC, Delhaize Griffin SA, Delhaize
The Lion Coordination Center SA,
as Borrowers and Guarantors, the
subsidiary guarantors party thereto,
the lenders party thereto, and Fortis
Bank SA/NV, Bank of America Secu
rities 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 cancel
lation under the credit facility.
DELHAIZE GROUP ANNUAL REPORT '12 49
