SWITZERLAND. Dufry shareholders have approved a proposal to increase share capital in the company, in order to raise funds for its acquisition of The Nuance Group.
At an Extraordinary General Meeting yesterday, 99.81% of votes accepted the plan to increase share capital from CHF154,525,280 (US$173.02 million) by up to CHF27,269,160 (US$30.53 million), to a maximum amount of CHF181,794,440 (US$203.52 million).
Dufry’s reference shareholder group led by Travel Retail Investments, which holds 22.2% of Dufry’s share capital, had already committed to vote in favour of the capital increase .
As reported yesterday, the increase will be effected by the issue of up to 5,453,832 fully paid-in new registered shares with a par value of CHF5 (US$5.60) each.
The envisaged gross proceeds of the capital increase of approximately CHF725 million (US$812.3 million) will be used to fund the acquisition.
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 via a public offering in Switzerland and private placements in certain jurisdictions outside the country.
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 1 July 1and is expected to end on 8 July. The subscription and offer price is expected to be announced on 8 July 8. The new shares are expected to commence trading on SIX Swiss Exchange on 9 July.
The expected timetable for the capital increase is summarised below.
Friday, June 27: Publication of offering and listing prospectus
Monday, June 30: Close of business: Record date for determination of existing shareholders for the entitlement to pre-emptive rights
Tuesday, July 1: Start of rights exercise period and bookbuilding period of International Offering
Monday, July 7, 12:00 noon CEST: End of rights exercise period
Announcement of number of shares taken up in the rights offering and final number of new shares to be issued
Tuesday, July 8, 15:00 CEST: End of bookbuilding period of International Offering; Announcement of subscription and offer price for the new shares
Wednesday, July 9: First day of trading of new shares
Monday, July 14: Settlement and delivery of the new shares against payment of the subscription and offer price.
