The restructuring of Delfin, the family holding company of the founders of Italian high-end eyewear giant Luxottica, has seen its latest development.
Italian media outlet Milano Finanza recently learned that a Luxembourg judge approved on August 18 the transfer of the 12.5% stakes held by Paola, the 65-year-old third daughter of Luxottica's late founder Leonardo Del Vecchio, and Luca, his 25-year-old fifth child, in Delfin to holding entities in their respective names.
This decision is crucial on a financial level: it allows the heirs to circumvent the clause in the company's articles of association prohibiting the pledging of Delfin shares by instead pledging the holding entities that own the massive Delfin stakes, thereby avoiding the ban, gaining easier access to bank credit, and unlocking value from shares that are in substance difficult to liquidate.
The Luxembourg-based family holding company Delfin is currently the largest shareholder of EssilorLuxottica, holding approximately 32.4% of its share capital. EssilorLuxottica was formed in October 2018 through the merger of Luxottica and French optical lens company Essilor International.
At the end of June 2022, Leonardo del Vecchio passed away at Milan's San Raffaele Hospital at the age of 87. His six children—Claudio, Marisa, Paola, Leonardo Maria, Luca, and Clemente—as well as his second wife Nicoletta Zampillo and her son from a previous marriage, Rocco Basilico, each inherited a 12.5% stake in Delfin.
Delfin's articles of association stipulate that shareholders may only be the founder's natural-person heirs, and also set a 90-day period for personal share transfers, allowing other shareholders to exercise pre-emption rights. Later, at the request of the founder's second daughter Marisa, the original 90-day pre-emption period was extended by another 6 months.
In recent months, the founder's fourth child Leonardo Maria Del Vecchio (pictured below) sought to acquire the stakes held by his sister Paola and brother Luca by exercising pre-emption rights, aiming to become Delfin's controlling shareholder. The deal would have raised his stake in Delfin from 12.5% to 37.5%, substantially strengthening his say over the business empire his father built.
But the deal ultimately fell through, because Delfin's board refused to issue a support letter required by the banks—a document that was a necessary condition for Leonardo Maria Del Vecchio to obtain a massive €10 billion financing to acquire the two stakes. The deal was also opposed by Leonardo Maria's half-brother Rocco Basilico. The matter also directly led to a breakdown in relations between Leonardo Maria Del Vecchio and Delfin chairman Francesco Milleri.
Affected by these conflicts, Leonardo Maria announced at the end of August this year that he would resign from all positions at EssilorLuxottica (including group chief strategy officer and chairman of Ray-Ban). Since then, no Del Vecchio family member has held a position in EssilorLuxottica's management, a situation that Leonardo Maria himself wished to see.
Just a few days ago, Delfin published its latest annual accounts: net profit for 2025 fell 34% from €1.39 billion the previous year to €924.5 million, but the company's equity increased to €8.7 billion, with financial assets exceeding €16 billion. The filing also showed that Delfin amended and extended a €1 billion term loan from an unnamed "Luxembourg bank," postponing its maturity to July 2027. In addition, the company extended a €300 million loan from a foreign lender to January 2027. However, the company did not disclose the names of the two lenders.
But the adjustment of the family's capital structure has not stopped there. The founder's third daughter Paola simultaneously launched another corporate restructuring in Luxembourg, which is likely related to the transfer of her 12.5% Delfin stake. At the end of July, Paola established a new limited liability company in Luxembourg, Nemora, and merged all assets and liabilities of her existing holding company Parsus into Nemora. However, Parsus was not liquidated; instead, it became the 100% controlling shareholder of Nemora. Parsus is managed by Paola's son Andrea Cargnello, who has attended EssilorLuxottica shareholder meetings in Paris on behalf of his mother over the past two years.
Nemora now owns approximately €15.8 million in land and real estate, €24.9 million in financial investments, €9.4 million in receivables from affiliated companies, and other assets; on the liabilities side, it includes approximately €9.1 million in bank debt and €31.9 million in other liabilities. Nemora's asset pool also includes Paola's real estate, held in the 99%-owned subsidiary Sci Laguna, whose business is mainly concentrated in France. Beyond tax considerations, this restructuring is most likely preparatory groundwork for the subsequent transfer of the 12.5% Delfin stake.
Luca's holding platform Lufin has also been based in Luxembourg since last year; the platform was previously registered in London and is expected in the future to hold Luca's Delfin stake as well.
At the same time, almost all Delfin shareholders except Marisa will complete the change of shareholder status through their own holding entities and remain on the shareholder register. The related share transfers are expected to be completed in October, and no later than March 2027.
On September 30, the first 90-day pre-emption period for the stakes of the founder's fourth child Leonardo Maria Del Vecchio and youngest child Clemente is set to expire.
According to Italian newspaper Corriere della Sera, the Luxembourg court is expected to hold a further hearing on October 30, at which it will review other aspects of Delfin's ownership structure and may provide new guidance on the company's valuation. Delfin's assets include a 32.4% stake in EssilorLuxottica, as well as stakes in Generali, Monte dei Paschi, UniCredit, and Covivio.
For more information on the Luxottica heirs' equity dispute, see the LuxeCO report.
| Source: Italian media Milano Finanza, Corriere della Sera, Luxembourg media luxtimes, LuxeCO historical reports
| Image source: brand official website
| Editor: LuxeCO
