Basel, 07 April 2021
Dufry successfully concludes voluntary incentivised conversion offer - Bondholders holding 99.3% of the outstanding principal amount of the CHF 350 million 1.0% convertible bonds due 2023 accepted to convert their Bonds
Dufry AG ("Dufry" or the "Company"), via its subsidiary Dufry One B.V., successfully concluded the voluntary incentivised conversion offer (the "Incentivised Conversion Offer") to holders of the CHF 350 million 1.0% convertible bonds due 2023 (the "Bonds"), launched on 23 March 2021.
From 23 March 2021 until 06 April 2021, 16:00 CET, holders of the Bonds have submitted conversion notices for Bonds with a total aggregate principal amount of CHF 347,600,000 (the "Converted Bonds") and will receive 10,533,325 fully paid registered shares of Dufry at the conversion price of CHF 33.0, i.e. at a conversion ratio of 6,060.6061 shares per CHF 200,000 principal amount of Bonds.
The Company hereby announces that, given the acceptance rate of 99.3% of the Incentivised Conversion Offer, as announced on 23 March 2021, it will early redeem the remaining Bonds in accordance with Condition 5.3 of the terms and conditions of the Bonds upon settlement of the Converted Bonds. Notice of such early redemption will be made by separate notice in accordance with Condition 14 of the terms and conditions of the Bonds.
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Italy, Japan, South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company or of any of its subsidiaries in the United States of America or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933 (as amended the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No action has been taken that would permit a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
For further information please contact:
Dr. Kristin Köhler
Global Head Investor Relations
Global Head Corporate Communications
Dufry Group - A leading global travel retailer
Dufry AG (SIX: DUFN) is the leading global travel retailer operating over 2,300 duty-free and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas, in more than 430 locations in 64 countries across all six continents.
The Company, founded in 1865 and headquartered in Basel, Switzerland, is offering customers a first-class shopping experience, global brands, a unique market access and landlords a reliable, value-enhancing partnership. To learn more about Dufry, please visit www.dufry.com.
Dufry cares for children and supports social projects from SOS Kinderdorf in Brazil, Cambodia, Mexico, Morocco and Ivory Coast. SOS Children's Villages is an independent, non-political and non-demonstrational organization established for orphaned and destitute children all over the world.