UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of September, 2013
Commission File Number: 333-13302
ETABLISSEMENTS DELHAIZE FRÈRES
ET CIE “LE LION” (GROUPE DELHAIZE)
(Exact name of registrant as specified in its charter)*
DELHAIZE BROTHERS AND CO.
“THE LION” (DELHAIZE GROUP)
(Translation of registrant’s name into English)*
SQUARE MARIE CURIE 40
1070 BRUSSELS, BELGIUM
(Address of principal executive offices)
| * | The registrant’s charter (articles of association) specifies the registrant’s name in French, Dutch and English. |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
Regulated Information
Disclosure of Major Shareholdings
September 20, 2013 – 8:00 am CET
DISCLOSURE OF MAJOR SHAREHOLDINGS
BRUSSELS, Belgium, September 20, 2013 – Pursuant to the Belgian Law of May 2, 2007 relating to the publication of major shareholdings in listed companies, Delhaize Group (Euronext Brussels: DELB – NYSE: DEG), the Belgian international food retailer, has received two shareholders’ notifications.
» Notification from BlackRock Investment Management (UK) limited
On September 17, 2013, BlackRock Investment Management (UK) Limited notified Delhaize Group that as of September 12, 2013 BlackRock owned 5 120 874 Delhaize Group shares, representing 5.02% of its voting rights.
This is an increase of 68 323 shares compared to the previous notification of ownership of 5 052 551 shares received on August 2, 2013. The denominator is 102 095 604 shares.
Holders of voting rights | Number of voting rights from previous notification | Current number of voting rights | Current percentage of voting rights | |||||||||
BlackRock, Inc. | 0 | 0 | 0.00 | % | ||||||||
BlackRock Advisors, LLC | 7 230 | 7 230 | 0.01 | % | ||||||||
BlackRock Financial Management, Inc. | 130 091 | 140 629 | 0.14 | % | ||||||||
BlackRock Investment Management, LLC | 102 557 | 102 632 | 0.10 | % | ||||||||
BlackRock Investment Management (Australia) Limited | 10 810 | 11 392 | 0.01 | % | ||||||||
BlackRock (Luxembourg) S.A. | 10 743 | 12 856 | 0.01 | % | ||||||||
BlackRock (Netherlands) B.V. | 18 110 | 17 352 | 0.02 | % | ||||||||
BlackRock Fund Managers Limited | 44 032 | 44 032 | 0.04 | % | ||||||||
BlackRock Life Limited | 408 539 | 328 574 | 0.32 | % | ||||||||
BlackRock Asset Management Australia Limited | 45 802 | 66 487 | 0.07 | % | ||||||||
BlackRock Asset Management Canada Limited | 37 377 | 37 456 | 0.04 | % | ||||||||
BlackRock Asset Management Deutschland AG | 251 540 | 254 483 | 0.25 | % | ||||||||
BlackRock Asset Management Ireland Limited | 479 094 | 497 461 | 0.49 | % | ||||||||
BlackRock Advisors (UK) Limited | 369 896 | 329 132 | 0.32 | % | ||||||||
BlackRock Fund Advisors | 590 818 | 644 742 | 0.63 | % | ||||||||
BlackRock International Limited | 23 208 | 25 103 | 0.02 | % | ||||||||
BlackRock Institutional Trust Company, National Association | 2 294 292 | 2 313 548 | 2.27 | % | ||||||||
BlackRock Japan Co., Ltd. | 175 884 | 204 609 | 0.20 | % | ||||||||
BlackRock Investment Management (UK) Limited | 46 467 | 77 095 | 0.08 | % | ||||||||
iShares (DE) I Investmentaktiengesellschaft mit Teilvermögen | 6 061 | 6 061 | 0.01 | % | ||||||||
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TOTAL | 5 052 551 | 5 120 874 | 5.02 | % | ||||||||
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According to the notification that Delhaize Group received from BlackRock Investment Management (UK) Limited on September 17, 2013, BlackRock, Inc. is the ultimate controller of the legal entities listed above, which are the discretionary investment managers that hold the Delhaize Group shares and exercise the voting rights.
» Notification from Silchester International Investors LLP
On September 17, 2013, Silchester International Investors LLP notified Delhaize Group that as of September 16, 2013 Silchester International Investors LLP owned 10 236 725 Delhaize Group shares, representing 10.03% of its voting rights.
This is an increase of 69 502 shares compared to the previous notification of ownership of 10 167 223 shares received on June 7, 2013. The denominator is 102 095 604 shares.
Silchester International Investors LLP is controlled by Silchester Partners Limited, which holds over 90% of its capital interests. Stephen C. Butt, Silchester’s Chairman and Chief Investment Officer, and his family control approximately 50.5% of the shares of Silchester Partners Limited.
Silchester International Investors LLP acts as the fully discretionary investment manager for a number of funds, such as Silchester International Investors International Value Equity Taxable Trust, Silchester International Investors International Value Equity Group Trust, Silchester International Investors Tobacco Free International Value Equity Trust, Silchester International Investors International Value Equity Trust and The Cavella Trust.
Silchester International Investors LLP has sole and exclusive proxy voting authority over the Delhaize Group voting rights that are the subject of this disclosure. The notification mentioned however that Silchester International Investors LLP does not act as custodian, and therefore the Delhaize Group shares are not held in its name.
» Delhaize Group
Delhaize Group is a Belgian international food retailer present in ten countries on three continents. At the end of the second quarter of 2013, Delhaize Group’s sales network consisted of 3 455 stores. In 2012, Delhaize Group posted €21.0 billion ($27.0 billion) in revenues and €104 million ($134 million) in net profit (Group share). At the end of 2012, Delhaize Group employed approximately 158 000 people. Delhaize Group’s stock is listed on NYSE Euronext Brussels (DELB) and the New York Stock Exchange (DEG).
This press release is available in English, French and Dutch. You can also find it on the website http://www.delhaizegroup.com. Questions can be sent to investor@delhaizegroup.com.
» Contacts
Investor Relations: + 32 2 412 2151
Media Relations: + 32 2 412 8669
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Statements that are included or incorporated by reference in this press release and other written and oral statements made from time to time by Delhaize Group and its representatives, other than statements of historical fact, which address activities, events and developments that Delhaize Group expects or anticipates will or may occur in the future, including, without limitation, expected costs savings the closing, conversion and opening of stores, the expected effect of the portfolio optimization, anticipated revenue and net profit growth, strategic options, future strategies and the anticipated benefits of these strategies and operating profit guidance, are “forward-looking statements” within the meaning of the U.S. federal securities laws that are subject to risks and uncertainties. These forward-looking statements generally can be identified as statements that include phrases such as “guidance,” “outlook,” “projected,” “believe,” “target,” “predict,” “estimate,” “forecast,” “strategy,” “may,” “goal,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Although such statements are based on current information, actual outcomes and results may differ materially from those projected depending upon a variety of factors, including, but not limited to, changes in the general economy or the markets of Delhaize Group, in strategy, in consumer spending, in inflation or currency exchange rates or in legislation or regulation; competitive factors; adverse determination with respect to claims; inability to timely develop, remodel, integrate, open, convert or close stores; and supply or quality control problems with vendors. Additional risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements are described in Delhaize Group’s most recent Annual Report on Form 20-F and other filings made by Delhaize Group with the U.S. Securities and Exchange Commission, which risk factors are incorporated herein by reference. Delhaize Group disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, including operating profit guidance, or to make corrections to reflect future events or developments.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ETABLISSEMENTS DELHAIZE FRÈRES ET CIE “LE LION” (GROUPE DELHAIZE) | ||||||||
| Date: | September 23, 2013 | By: | /s/ G. Linn Evans | |||||
| G. Linn Evans | ||||||||
| Senior Vice President | ||||||||