INTERNATIONAL. Dufry has announced the terms of an ordinary capital increase and rights offering to help fund the acquisition of World Duty Free Group. The goal of the capital increase is to raise CHF2.2 billion (US$2.36 billion).
On April 29, Dufry’s Annual General Meeting approved an ordinary increase of the share capital of Dufry by up to 31,428,572 new shares with a par value of CHF5 each.
On 2 June, Dufry’s Board of Directors decided to reduce the maximum size of the capital increase to 23,446,400 new registered shares with a par value of CHF5 each, increasing the share capital of Dufry to a maximum amount of CHF304,803,230.
The capital increase will be executed as an “at-market” rights offering. Pre-emptive rights of existing shareholders will be preserved. The New Shares will be offered to existing shareholders at a ratio of five for each eight existing shares held.
The rights exercise period is expected to start on 12 June and to end on 19 June. The offering and listing prospectus is expected to be published on or around 11 June. The record date for the allocation of rights for the holders of issued shares is expected to be 11 June after close of trading on SIX Swiss Exchange, and on 8 June after close of trading on BM&FBOVESPA, for the holders of Brazilian Depositary Receipts (BDR).
The offering has been fully secured by a combination of a firm underwriting by a bank consortium, as well as commitments by the investors GIC (Singapore’s Sovereign Wealth Fund), Qatar Investment Authority and Temasek.
These investors have agreed to purchase New Shares for which existing shareholders have not exercised their pre-emptive rights in the rights offering. The investment commitment of the investors is up to CHF450 million each, with a maximum aggregate investment amount of CHF1.35 billion. The investors committed to share purchase provided it is not higher than CHF145 per share.
The rights offering will be made to existing shareholders, subject to certain legal limitations based on residency. New Shares not taken up by existing shareholders (Rump Shares) and not purchased by the investors may be offered 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.
If gross proceeds do not reach the target of CHF2.2 billion, the Offer Price will be determined by the company and the bank consortium. In that case, the Offer Price will not be (i) above the share price of Dufry’s shares on SIX Swiss Exchange at the close of trading on the last day of the International Offering period, and (ii) below CHF94, and the final number of New Shares and the Offer Price are expected to be announced on or around 22 June.
The New Shares are expected to commence trading on SIX Swiss Exchange on 25 June, and settlement and delivery of the New Shares against payment of the Offer Price are expected to occur on 29 June.
