SWITZERLAND. Dufry today revealed the terms of its planned ordinary capital increase to help fund the acquisition of The Nuance Group announced on 4 June.
The envisaged gross proceeds of the capital increase of approximately CHF725 million (US$812.3 million) will be used to fund the acquisition.
Dufry’s Board of Directors proposes to the Extraordinary General Meeting to be held today to increase the share capital of Dufry from currently CHF154,525,280 by up to CHF27,269,160 to a maximum amount of up to CHF181,794,440 through the issuance of up to 5,453,832 fully paid-in new registered shares with a par value of CHF5 (US$5.60) 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.
If the Extraordinary General Meeting approves the proposal, the rights exercise period for the offering is expected to start on 1 July and end on 7 July 7. The offering and listing prospectus will be published on 27 June.
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 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.
Thursday, June 26: Extraordinary General Meeting of Dufry
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
