Dufry AG ("Dufry" or the "Company") has successfully completed the placement of 5,000,000 new shares (the "New Shares"), corresponding to 9.9% of Dufry’s current issued share capital, and 500,000 treasury shares (the “Treasury Shares”), by way of an accelerated bookbuilding. The New Shares will be issued from Dufry’s existing authorized capital.
The shares were placed at CHF 27.50 per share and the gross proceeds from the placement are CHF 151.3 million. The shares were offered exclusively to professional investors in Switzerland (via private placement), outside of Switzerland and the United States to institutional investors (in reliance on Regulation S under the U.S. Securities Act) and in the United States to qualified institutional buyers (in reliance on Rule 144A under the U.S. Securities Act) (the "Share Placement").
The New Shares are expected to be listed and admitted to trading on SIX Swiss Exchange on April 27, 2020.
Dufry, via its subsidiary Dufry One B.V., successfully completed the placement of senior bonds due 2023, conditionally convertible into shares of the Company and guaranteed by the Company (the "Convertible Bonds"). Following strong demand, the nominal amount of the issuance has been increased by CHF 50 million to a total size of CHF 350 million.
The Convertible Bonds will be issued at par with a denomination of CHF 200,000 and carry a coupon of 1.00%, payable semi-annually. The conversion price is CHF 33.00, corresponding to a conversion premium of 20% over the reference share price, which is equal to the offer price determined in the concurrent Share Placement and delta hedging transactions of individual Convertible Bonds investors. Unless previously converted, redeemed, or re-purchased and cancelled, the Convertible Bonds will be redeemed at par at maturity on May 4, 2023.
The shares to be delivered upon conversion of the Convertible Bonds will be sourced from conditional capital or from existing shares. For this purpose, the Board of Directors will be seeking shareholders' approval at the next ordinary general meeting, scheduled for May 18, 2020, for the increase of the conditional share capital to CHF 63.5 million, divided into 12.7 million new shares with a par value of CHF 5.00 each and corresponding to 22.9% of Dufry’s share capital following the issuance of the New Shares. If shareholder approval for the creation of conditional capital is not passed and registered before August 4, 2020, the Convertible Bonds will be redeemed in cash at the greater of 102% of the principal amount and 102% of the fair market value of the Convertible Bonds, plus accrued but unpaid interest, and otherwise in accordance with their terms.
The settlement date of the Convertible Bonds is expected to be on or around May 4, 2020. Application for the listing and trading of the Convertible Bonds on SIX Swiss Exchange will be made at a later stage.
UBS AG, BNP Paribas, Credit Suisse and Goldman Sachs International acted as Joint Global Coordinators and Joint Bookrunners. BofA Securities and HSBC acted as Joint Bookrunners. ING, Raiffeisen International and Unicredit acted as Co-Lead Managers.
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 the Company’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.
The offers of the Shares and the Convertible Bonds will be made pursuant to exemptions under the Prospectus Regulation from the requirement to produce a prospectus in connection with offers of securities.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Shares has led to the conclusion that: (i) the target market for the Shares is retail investors, eligible counterparties and professional clients, each as defined in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as amended, "MiFID II") and (ii) all channels for distribution of the Shares to retail investors, eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Shares (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Shares (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Convertible Bonds has led to the conclusion that: (i) the target market for the Convertible Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Convertible Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Convertible Bonds (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Convertible Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
The Convertible Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA and the United Kingdom. For these purposes, a retail investor means a person who is a retail client as defined in point (11) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Convertible Bonds or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Convertible Bonds or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation.
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"). The Shares and the Convertible Bonds are expected to only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares and the Convertible Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This press release does not constitute a prospectus as such term is understood pursuant to Swiss Financial Services Act.
This press release may contain certain forward-looking statements relating to the Company and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the Company 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. The Company disclaims any obligation to update any such forward-looking statements.
The Managers are acting exclusively for the Company and no-one else in connection with the offerings. They will not regard any other person as their respective clients in relation to the offerings and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the offerings, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the offerings, the Managers and any of their affiliates may take up a portion of the Shares or Convertible Bonds in the offerings and/or may acquire securities as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and Convertible Bonds and other securities of the Company or its group or related investments in connection with the offerings or otherwise. In addition the Managers and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences ) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of Shares, Convertible Bonds and/or other securities or derivate positions in such securities. The Managers and their affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers or any of their respective directors, officers, employees, affiliates, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
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