Dufry plans rights offering to raise gross proceeds of approximately CHF 500 million, and has secured a CHF 415 million equity investment commitment from Advent InternationalDownload Press Release
Dufry AG ("Dufry") will hold an Extraordinary General Meeting ("EGM") on October 6, 2020, to approve an ordinary capital increase for a rights offering targeting gross proceeds of approximately CHF 500 million. The envisaged proceeds are planned to be used to finance the previously announced acquisition of all remaining equity interest in Hudson Ltd. and for general corporate purposes. In this context, Dufry has already secured a CHF 415 million equity investment commitment from funds managed by Advent International Corporation or its affiliates ("Advent International") to purchase shares at CHF 28.50 per share.
Basel, September 10, 2020
The shares to be newly issued and offered in the approximately CHF 500m rights offering (the "Offered Shares") will in first priority be made available to existing shareholders, subject to certain legal limitations based on residency. Offered Shares not taken up by existing shareholders (the "Rump Shares") will in first priority be offered to Advent International. Any shares not purchased by Advent International may be offered to other potential commitment investors and to the market by way of a public offering in Switzerland and private placements in certain jurisdictions outside Switzerland in compliance with applicable securities laws (the "International Offering"). The rights will not be tradable, but are transferable.
The offer price for the Offered Shares will be determined by Dufry together with the banking syndicate participating in the offering in a bookbuilding procedure on the basis of the number of Offered Shares for which rights have been exercised, investor demand in the International Offering including the commitment of Advent International and potential additional commitment investors, the market price of the existing shares of Dufry, and general market conditions. The final terms of the rights offering are expected to be determined and communicated in due course.
Equity Investment Commitment
Dufry has secured an equity investment commitment from Advent International of up to CHF 415 million in the form of a commitment to purchase Rump Shares in priority to other investors in the International Offering (the "Commitment Shares"). Advent International has committed to purchase the Commitment Shares at a fixed subscription price of CHF 28.50, even if the offer price determined in the bookbuilding procedure is below CHF 28.50. If the offer price so determined is above CHF 28.50, Advent International's commitment is no longer valid and it has no obligation to purchase Commitment Shares. Advent International has further agreed to a lock-up period of six months following the first day of trading of the Offered Shares. Advent International has confirmed that it currently has no intention to acquire a controlling stake in Dufry. Immediately following the closing of the rights offering, Advent International's stake in Dufry will in no event exceed 19.99%.
In connection with Advent International's investment, Dufry will propose to the EGM to elect Ranjan Sen to its Board of Directors. At Advent International, Ranjan Sen is Managing Partner, member of the European and Asian Investment Advisory Committee and Head of its German office. Ranjan, born 1969 in Germany, has significant experience in the retail and consumer sector, having advised on numerous investments in this sector throughout his more than 15 years' career with Advent International.
Extraordinary General Meeting
Dufry will hold an EGM, which is scheduled to take place on October 6, 2020. In addition to the proposed ordinary capital increase necessary for the rights offering, Dufry will propose to the EGM to increase the maximum size of its Board of Directors from currently nine to eleven members and to elect Ranjan Sen as an independent member of the Board of Directors.
The invitation, together with the detailed proposals of the Board of Directors, will be published later this week.
For the full news release version including quote please click here (not for distribution in the United States, Canada, Brazil, Japan or Australia).
For further information, please contact:
Dr. Kristin Köhler
Global Head Investor Relations
Mobile: +41 79 563 18 09
Global Head Corporate Communications
Mobile: +41 79 461 23 34
Dufry Group – A leading global travel retailer
Dufry AG (SIX: DUFN) is the leading global travel retailer operating over 2,400 duty-free and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas, in more than 420 locations in 65 countries across all six continents.
The Company, founded in 1865 and headquartered in Basel, Switzerland, is offering customers a first-class shopping experience, global brands a unique market access and landlords a reliable, value-enhancing partnership. To learn more about Dufry, please visit www.dufry.com
Dufry cares for children and supports social projects from SOS Kinderdorf in Brazil, Cambodia, Mexico, Morocco and Ivory Coast. SOS Children's Villages is an independent, non-political and non-demonstrational organization established for orphaned and destitute children all over the world.
This press release is for information purposes only and is not intended to constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada, Japan, or any other jurisdiction. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933 ("Securities Act") and may not be offered or sold within the United States of America except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of any of Dufry's securities in the United States of America or in any other jurisdiction.
The offers referred to herein, when made in member states of the European Economic Area ("EEA") and the United Kingdom, is only addressed to and directed to “qualified investors” within the meaning of Article 2(e) the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and includes any relevant delegated regulations.
If located in a relevant state, each person who initially acquires any securities, and to the extent applicable any funds on behalf of which such person acquires such securities that are located in a relevant state, or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor as defined above.
For readers in the United Kingdom, this announcement is only being distributed to and is only directed at Qualified Investors who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons").
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is (i) not a prospectus within the meaning of article 652a of the Swiss Code of Obligations, (ii) not a listing prospectus as defined in articles 27 et seqq. of the listing rules of the SIX Swiss Exchange AG or of any other stock exchange or regulated trading venue in Switzerland, (iii) not a prospectus within the meaning of the Swiss Financial Services Act and (iv) not a prospectus under any other applicable laws.
This press release may contain certain forward-looking statements relating to Dufry and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Dufry to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. Dufry disclaims any obligation to update any such forward-looking statements.