Dufry AG announces the terms of the planned ordinary capital increase in connection with the acquisition of The Nuance Group previously announced on June 4, 2014. The envisaged gross proceeds of the capital increase of approximately CHF 725 million are planned to be used to fund this acquisition.
The Board of Directors proposes to the Extraordinary General Meeting to be held to increase the share capital of Dufry from currently CHF 154,525,280 by up to CHF 27,269,160 to a maximum amount of up to CHF 181,794,440 through the issuance of up to 5,453,832 fully paid-in new registered shares with a par value of CHF 5 each.
Pre-emptive rights of existing shareholders will be preserved and granted in the capital increase, which is intended to be executed as an “at-market” rights offering. The new shares will be offered to existing shareholders at a ratio of 3 new shares for each 17 existing shares held. The pre-emptive rights will not be tradable and will lapse if not exercised during the rights exercise period.
Assuming that the Extraordinary General Meeting approves the proposal by the Board of Directors for the ordinary capital increase, the rights exercise period for the rights offering is expected to start on July 1, 2014 and to end on July 7, 2014, 12:00 noon CEST. The offering and listing prospectus will be published on June 27, 2014.
Dufry’s reference shareholder group led by Travel Retail Investments, which holds 22.2% of Dufry’s share capital, has irrevocably committed to vote in favour of the capital increase at the Extraordinary General Meeting and intends to exercise its pre-emptive rights.
The rights offering will be made to existing shareholders, subject to certain legal limitations based on residency. Shares not taken up by existing shareholders may be offered to investors by way of a public offering in Switzerland and private placements in certain jurisdictions outside Switzerland in compliance with applicable securities laws ("International Offering").
The final number of new shares to be issued will be fixed after the end of the rights exercise period and shall be announced on July 7, 2014. The number of new shares will be determined on the basis of the number of exercised pre-emptive rights, investor demand in the International Offering, the market price of the existing shares of Dufry and general market conditions.
The subscription and offer price for the new shares will be determined following a bookbuilding process for the shares not taken up by existing shareholders. The bookbuilding starts on July 1, 2014 and is expected to end on July 8, 2014, 15:00 CEST. The subscription and offer price is expected to be announced on July 8, 2014. The new shares are expected to commence trading on SIX Swiss Exchange on July 9, 2014 and settlement and delivery of the new shares against payment of the subscription and offer price is expected to occur on July 14, 2014.