19.05.2015, 13:23
Dufry launches early conversion offer in respect of its CHF 275 million 2% Mandatory Convertible Notes due 18 June 2015
OREANDA-NEWS. Dufry AG and Dufry Financial Services B.V. (together “Dufry”) announce today the launch
of an offer outside the United States to convert any or all of the CHF 275 million principal
amount of 2% Dufry Mandatory Convertible Notes due 2015 (the “MCN”) early.
On 28 and 30 March 2015, Dufry announced that it had entered into a binding agreement with Edizione S.r.l. and Edizione S.r.l.'s subsidiary Schematrentaquattro S.p.A. to acquire their 50.1% stake in World Duty Free S.p.A. and that it intends to raise at least CHF 2.2 billion through a capital increase by way of an at-market rights issue which was approved in Dufry’s shareholders' meeting on 29 April 2015. The rights issue for the capital increase is expected for June 2015. The early conversion of the MCN provides Dufry more flexibility with respect to the timing of the rights issue.
Dufry offers holders of the MCN located outside the United States (“Holders”) the option to exercise their voluntary conversion right from 19 May 2015 until 28 May 2015, 16:00 CET (the "Acceptance Period"). Holders exercising their voluntary conversion right during the Acceptance Period will receive fully paid registered shares of Dufry (the “Shares”) based on the prevailing conversion ratio of 1,315.78947 Shares per MCN in the Principal Amount of CHF 200,000 (based on a conversion price of CHF 152) and the full fixed interest amount (the “Fixed Interest Amount”) of CHF 2,000 as if the MCN were converted mandatorily on 18 June 2015. Settlement of the Shares and the Fixed Interest Amount will be on 3 June 2015. Holders which accept the offer to early convert are eligible to participate in the rights issue as any other shareholder of Dufry AG, subject to the terms and conditions of the rights issue, including applicable selling and transfer restrictions.
Any MCN not converted early will be mandatorily converted at maturity on 18 June 2015.
The complete terms of the offer are set out in the Annex hereto.
Dufry AG (SIX: DUFN; BM&FBOVESPA: DAGB33) is a leading global travel retailer operating over 1,650 dutyfree and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas. Dufry employs around 20,000 people. The Company, headquartered in Basel, Switzerland, operates in 58 countries in all five continents.
On 28 and 30 March 2015, Dufry announced that it had entered into a binding agreement with Edizione S.r.l. and Edizione S.r.l.'s subsidiary Schematrentaquattro S.p.A. to acquire their 50.1% stake in World Duty Free S.p.A. and that it intends to raise at least CHF 2.2 billion through a capital increase by way of an at-market rights issue which was approved in Dufry’s shareholders' meeting on 29 April 2015. The rights issue for the capital increase is expected for June 2015. The early conversion of the MCN provides Dufry more flexibility with respect to the timing of the rights issue.
Dufry offers holders of the MCN located outside the United States (“Holders”) the option to exercise their voluntary conversion right from 19 May 2015 until 28 May 2015, 16:00 CET (the "Acceptance Period"). Holders exercising their voluntary conversion right during the Acceptance Period will receive fully paid registered shares of Dufry (the “Shares”) based on the prevailing conversion ratio of 1,315.78947 Shares per MCN in the Principal Amount of CHF 200,000 (based on a conversion price of CHF 152) and the full fixed interest amount (the “Fixed Interest Amount”) of CHF 2,000 as if the MCN were converted mandatorily on 18 June 2015. Settlement of the Shares and the Fixed Interest Amount will be on 3 June 2015. Holders which accept the offer to early convert are eligible to participate in the rights issue as any other shareholder of Dufry AG, subject to the terms and conditions of the rights issue, including applicable selling and transfer restrictions.
Any MCN not converted early will be mandatorily converted at maturity on 18 June 2015.
The complete terms of the offer are set out in the Annex hereto.
Dufry AG (SIX: DUFN; BM&FBOVESPA: DAGB33) is a leading global travel retailer operating over 1,650 dutyfree and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas. Dufry employs around 20,000 people. The Company, headquartered in Basel, Switzerland, operates in 58 countries in all five continents.
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