Dufry Finance

21NOV200506072721 DUFRY FINANCE SCA e700,000,000 4.500% Senior Notes due 2023 fully and unconditionally guaranteed by Dufry AG and certain of its subsidiaries Dufry Finance SCA, a partnership limited by shares (societ´ e´ en commandite par actions) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 7, rue Robert Stumper,¨ L-2557 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 172144 (the ‘‘Issuer’’), acting by its general partner Dufry Finance I S.a` r.l., a private limited liability company (societ´ e´ a` responsabilite´ limitee´ ) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 7, rue Robert Stumper,¨ L-2557 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 172120, is offering e700,000,000 principal amount of its 4.500% senior notes due 2023 (the ‘‘Notes’’). The Notes will be fully and unconditionally guaranteed (the ‘‘Guarantees’’) by the Issuer’s ultimate parent, Dufry AG (the ‘‘Parent Guarantor’’), a Swiss stock corporation with its corporate seat in Basel, and certain of the Parent Guarantor’s wholly-owned subsidiaries, comprising Dufry International AG, a Swiss stock corporation with its corporate seat in Basel, Dufry Financial Services B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands with its corporate seat in Amsterdam, Dufry Holdings & Investments AG, a Swiss corporation with its corporate seat in Basel, and Hudson Group (HG), Inc., a Delaware corporation, (the ‘‘Subsidiary Guarantors,’’ and, together with the Parent Guarantor, the ‘‘Guarantors’’). Interest on the Notes will accrue from the original issue date of the Notes and will be payable semi-annually in arrears on February 1 and August 1 of each year, commencing February 1, 2016. The Notes will mature on August 1, 2023 (the ‘‘Maturity Date’’), and upon surrender, will be repaid at 100% of the principal amount thereof together with any accrued and unpaid interest, if any. If we do not complete the Initial Acquisition (as defined herein) by the Long Stop Date (as defined herein) or, prior to the Long Stop Date, the Acquisition Agreement (as defined herein) is terminated, then we will redeem the Notes (a ‘‘Special Mandatory Redemption’’) at a price equal to 100% of the issue price of the Notes set forth below plus accrued and unpaid interest to, but excluding, the date of the Special Mandatory Redemption. See ‘‘Description of Notes—Special Mandatory Redemption.’’ The Notes are redeemable prior to maturity, in whole or in part, at any time and from time to time at our option at a redemption price calculated as set forth under ‘‘Description of Notes—Optional Redemption.’’ The Notes will be issued only in fully registered form, without coupons. The Notes will be issued only in minimum denominations of e100,000 and any integral multiple of e1,000 in excess thereof. See ‘‘Description of Notes.’’ The Notes and the Guarantees will be direct, unsecured and unsubordinated obligations of the Issuer and the Guarantors, respectively, and will rank equally in right of payment with all other existing and future direct, unsecured and unsubordinated obligations (except those obligations required to be preferred by law) of the Issuer and the Guarantors, respectively, and will be structurally subordinated to all existing and future obligations of the Parent Guarantor’s subsidiaries other than the Issuer and the Subsidiary Guarantors. Application has been made to the Irish Stock Exchange plc (the ‘‘ISE’’) for the approval of this document as ‘‘Listing Particulars.’’ Application has been made to the ISE for the Notes to be admitted to the official list and to trading on the Global Exchange Market (the ‘‘GEM’’) of the ISE. The GEM is not a regulated market for the purposes of Directive 2004/39/EC. This Offering Memorandum constitutes listing particulars for admission to trading on GEM. Investing in the Notes involves risks. See ‘‘Risk Factors’’ beginning on page 23. The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), or any state securities laws and are being offered and sold only to ‘‘qualified institutional buyers’’ (‘‘QIBs’’), as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’), in accordance with Rule 144A and outside the United States to persons other than U.S. persons as defined in and in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). For a description of certain restrictions on transfers of the Notes, see ‘‘Plan of Distribution’’ and ‘‘Notice to Investors.’’ Price for the Notes: 100.0 percent plus accrued interest, if any, from July 28, 2015 It is expected that delivery of beneficial interests in the Notes will be made through Euroclear Bank, S.A./N.V. as operator of the Euroclear System (‘‘Euroclear’’), and Clearstream Banking S.A., a public limited liability company (societ´ e´ anonyme) organized and established under the laws of Grand Duchy of Luxembourg, having its registered office at 42, avenue J.F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 9248 (‘‘Clearstream’’), on or about July 28, 2015 against payment therefor in immediately available funds. Joint Global Coordinators and Joint Bookrunners BofA Merrill Lynch Banco Bilbao Vizcaya Argentaria, S.A. ING Santander UniCredit Bank Joint Bookrunners Crédit Agricole CIB Goldman Sachs International HSBC Raiffeisen Bank International AG The Royal Bank of Scotland UBS Investment Bank The date of this Offering Memorandum is TABLE OF CONTENTS Page Page NOTICE TO NEW HAMPSHIRE RESIDENTS . iii PRO FORMA COMBINED FINANCIAL PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................... 57 DATA ......................... v MANAGEMENT’S DISCUSSION AND CURRENCY AND EXCHANGE RATES ..... vii ANALYSIS OF FINANCIAL CONDITION INDUSTRY AND MARKET DATA ........ x AND RESULTS OF OPERATIONS ....... 65 WHERE YOU CAN FIND MORE OUR INDUSTRY .................... 86 INFORMATION ................... x BUSINESS ........................ 92 FORWARD-LOOKING STATEMENTS ....... x WORLD DUTY FREE ................ 117 THE OFFERING .................... 10 MANAGEMENT ..................... 127 DUFRY SUMMARY HISTORICAL CERTAIN RELATIONSHIPS AND RELATED CONSOLIDATED FINANCIAL AND OTHER PARTY TRANSACTIONS ............. 141 DATA AND PRO FORMA FINANCIAL SIGNIFICANT SHAREHOLDERS .......... 142 INFORMATION ................... 15 DESCRIPTION OF OTHER INDEBTEDNESS . 147 WORLD DUTY FREE SUMMARY DESCRIPTION OF NOTES .............. 151 HISTORICAL CONSOLIDATED FINANCIAL CERTAIN TAXATION CONSIDERATIONS ... 196 DATA ......................... 20 PLAN OF DISTRIBUTION .............. 207 RISK FACTORS .................... 23 NOTICE TO INVESTORS ............... 210 USE OF PROCEEDS .................. 47 LEGAL MATTERS ................... 213 CAPITALIZATION ................... 48 INDEPENDENT AUDITORS ............. 213 DUFRY SELECTED HISTORICAL ENFORCEMENT OF CIVIL LIABILITIES .... 213 CONSOLIDATED FINANCIAL AND OTHER GENERAL INFORMATION ............. 217 DATA ......................... 50 DEFINITIONS ...................... 218 WORLD DUTY FREE SELECTED INDEX TO FINANCIAL INFORMATION ..... F-1 HISTORICAL CONSOLIDATED FINANCIAL DATA ......................... 54 In this Offering Memorandum, except as otherwise indicated, the words ‘‘Dufry,’’ ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘Group,’’ the ‘‘Company’’ and ‘‘ours’’ refer to Dufry AG, a Swiss stock corporation, and its consolidated subsidiaries, including the Issuer and the Subsidiary Guarantors, unless context otherwise requires. All references to the ‘‘Issuer’’ are to Dufry Finance SCA, a partnership limited by shares (société en commandite par actions) organized and established under the laws of the Grand Duchy of Luxembourg (‘‘Luxembourg’’), having its registered office at 7, rue Robert Stumper,¨ L-2557 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 172144, which is an indirect, wholly owned subsidiary of Dufry AG. All references to ‘‘World Duty Free’’ are to World Duty Free S.p.A., an Italian company with its registered office in Novara, and its consolidated subsidiaries. This Offering Memorandum is highly confidential and has been prepared by us solely for use in connection with the offering of the Notes. Its use for any other purpose is not authorized. This Offering Memorandum is personal to the offeree to whom it has been delivered by the Initial Purchasers and does not constitute an offer to any other person or to the public generally. Distribution of this Offering Memorandum to any person other than the offeree and any person retained to advise such offeree is unauthorized and any disclosure of the contents of this Offering Memorandum without our prior written consent is prohibited. By accepting delivery of this Offering Memorandum, you agree to the foregoing and to make no photocopies of this Offering Memorandum or any documents referred to herein. We have not authorized anyone to provide any information other than that contained in this Offering Memorandum or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This Offering Memorandum may only be used where it is legal to sell these securities.

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