Benetton Korea Inc. (
Korea
)
Benetton Korea Inc. is a Korean company, of which 50% is owned by Benetton Japan Co., Ltd. (a company indirectly wholly-owned by Benetton Group S.p.A.), 25% by Mr. Chang Sue Kim (a natural person) and 25% by F & F Co., Ltd. (a Korean company).
The shareholder agreement gives Benetton a call option over the shares held by the two Korean shareholders. This option may be exercised at any time because there is a mechanism for calculating the price which takes account of shareholders' equity at the option exercise date and a perpetuity calculated on the basis of average net income in the previous two years.
The likelihood of exercising this option is currently considered to be remote.
Benetton Giyim Sanayi ve Ticaret A.S. (
Turkey
)
Benetton International S.A. owns 50% of the shares in Benetton Giyim Sanayi A.S. (
Turkey
).
The shareholder agreement gives Benetton a call option over the remaining 50% of the shares which may be exercised in the event of strategic "deadlock" in its management or "breach" of contract. Likewise, Boyner Holding A.S., the other shareholder, has a put option over its 50% shareholding.
The exercise prices of these options are calculated as follows:
-in the event of "deadlock", Benetton shall pay a price for exercising its call option corresponding to the fair value of the shares plus a margin of 20%. Likewise, if Boyner Holding A.S. exercises its put option, the price receivable would be the fair value less 20%;
-in the event of "breach", the fair value of the shares shall be reduced by 30% for the party causing the breach.
The estimated cost of the put option granted to the other shareholder has been recognized in the Group's liabilities.
Milano Report S.p.A. (Italy)
Benetton Retail Italia S.r.l. purchased 50% of the shares in Milano Report S.p.A. in August 2006 and then sold them to Bencom S.r.l. in 2007.
The shareholder agreement gives Benetton a call option over the remaining 50% of the shares, which may be exercised only after three years have elapsed from the date Benetton purchased its 50% and only in the event of "deadlock" over the company's management. Likewise, Smalg S.p.A., the other shareholder, has a put option over its 50% shareholding.
The exercise prices of these options are calculated as follows:
-in the event of "deadlock", Benetton shall pay a price for exercising its call option corresponding to the fair value of the shares plus a margin of 10% or 20% depending on the circumstances;
-likewise, if Smalg S.p.A. exercises its put option, the price receivable would be the fair value less 10 or 20%.
The estimated cost of the put option granted to the other shareholder has been recognized in the Group's liabilities.
New Ben GmbH (
Germany
)
In October 2008 the Group reached an agreement through Benetton Retail Deutschland GmbH to purchase the shares from the four shareholders who own the other 50% of this company. Benetton Retail Deutschland GmbH and the four shareholders have given each other respectively a call option, to be exercised from 2010 until 2013, and a put option, to be exercised during 2013.
The estimated cost of the put option granted to the other shareholders has been recognized in the Group's liabilities.
Ben-Mode A.G. (Switzerland)
In May 2008 the Group acquired, through its subsidiary Bencom S.r.l., 10% of the shares in Ben-Mode A.G., a Swiss registered company which manages a megastore in
Zurich
. At the same time as the acquisition, an agreement was made with the shareholder who owns 80% of the shares, under which Bencom S.r.l. has a call option and the other shareholder a put option exercisable in 2013.
The estimated cost of the put option granted to the other shareholder has been recognized in the Group's liabilities.
Aerre S.r.l. (Italy)
In 2008, Olimpias S.p.A. acquired 49% of Aerre S.r.l. and 30% of its 50% subsidiary S.C. Anton Industries S.r.l. (
Romania
). The shareholder agreement between the Benetton Group's subsidiary and Aerre S.r.l. contains a reciprocal call and put option over 11% of the latter's shares between 2010 and 2012.
The estimated cost of the put option granted to the other shareholder has been recognized in the Group's liabilities.