Dufry AG announces the launch of an offering (the “MCN Offering”) of up to CHF 275 million Mandatory Convertible Notes (“MCN”) due 18 June 2015 convertible into ordinary registered shares of Dufry (the “Shares”) to be issued by Dufry Financial Services B.V. (the “Issuer”) and to be guaranteed by Dufry AG.
Dufry will issue the Shares by using its existing conditional capital authorisation. The net proceeds of the issue will be used to fund in part the recently announced acquisition of The Nuance Group (“Nuance”). In addition, Dufry intends to call an EGM on 26 June 2014 to obtain shareholder approval for an ordinary capital increase to raise approximately CHF 725 million with pre-emptive rights.
The institutional bookbuilding period for the MCN Offering will commence immediately and is expected to end as soon as practicable hereafter and in any event no later than 5 June 2014. The MCN Offering is being made to institutional investors only, outside the United States, Australia, Canada and Japan, in offshore transactions (in reliance on Regulation S).
Pre-emptive subscription rights of existing shareholders will be formally excluded but Dufry intends to provide for preferential allocations to existing shareholders in Switzerland and other jurisdictions where such allocations are permissible. Accordingly, subject to applicable law and offering restrictions, eligible existing shareholders who will place an order during the accelerated bookbuilding procedure may at the election of Dufry receive preferential allocation up to a maximum amount determined pro rata to their registered shareholding. The shareholder group including Travel Retail Investments, Hudson Media and Folli Follie have stated their intention to participate in the issue pro-rata to their shareholding.
The Mandatory Convertible Notes due in 18 June 2015, will be issued at 100% of the principal amount in denominations of CHF 200,000 per note. The MCN will be convertible into fully paid ordinary Shares of Dufry at maturity unless earlier converted at the option of the MCN holders or the Issuer or upon the occurrence of specified special events in accordance with the terms and conditions of the MCN. The MCN is expected to pay a coupon in the range of 2.0% and 2.75% per annum.
Concurrent with the MCN Offering, the joint bookrunners will carry out an accelerated bookbuilt offering of existing ordinary registered shares of Dufry (“the Equity Placement”) on behalf of MCN investors who will express a selling interest in the Shares. Bookbuilding for the Equity Placement will commence immediately.
The indicative size of the Equity Placement is expected to be approximately CHF 200 million, with the final size determined upon completion of the bookbuilding for the MCN Offering.
The final price for the bookbuilding of the Shares being offered in the Equity Placement will be used as the conversion price of the MCN. The concurrent offering of Shares is being made to institutional investors outside the United States according to Regulation S, Australia, Canada and Japan, and within the United States to qualified institutional investors in transactions that are exempt from the registration requirements of the Securities Act.