Hudson Ltd. Class a Common Shares This Is the Initial Public Offering of Hudson Ltd
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Subject to completion Preliminary Prospectus dated January 19, 2018 PRELIMINARY PROSPECTUS 39,417,765 Shares Hudson Ltd. Class A Common Shares This is the initial public offering of Hudson Ltd. The selling shareholder named in this prospectus is selling all of the Class A common shares offered hereby. We are not selling any of the Class A common shares in this offering and will not receive any proceeds from the sale of the Class A common shares. We expect the public offering price to be between $19.00 and $21.00 per share. Prior to this offering, no public market existed for our Class A common shares. Our Class A common shares have been approved for listing on the New York Stock Exchange under the symbol “HUD.” Following this offering, we will have two classes of common shares outstanding: Class A common shares and Class B common shares. The rights of the holders of our Class A common shares and our Class B common shares are identical, except with respect to voting and conversion. Each Class A common share is entitled to one vote per share and is not convertible into any other shares of our share capital. Each Class B common share is entitled to 10 votes per share and is convertible into one Class A common share at any time. In addition, each Class B common share will automatically convert into one Class A common share upon any transfer thereof to a person or entity that is not an affiliate of the holder of such Class B common share. Further, all of our Class B common shares will automatically convert into Class A common shares on the date when all holders of Class B common shares together cease to hold Class B common shares representing, in the aggregate, 10% or more of the total number of Class A and Class B common shares issued and outstanding. As a result of its ownership of Class B common shares, our controlling shareholder will have the ability to determine the outcome of all matters submitted to our shareholders for approval, including the election and removal of directors and any amalgamation, merger, consolidation or sale of all or substantially all of our assets. See “Description of Share Capital and Bye-Laws — Common Shares.” Investing in our Class A common shares involves risks. See “Risk Factors” beginning on page 20 of this prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price ................................................... $ $ Underwriting discounts and commissions(1) .................................... $ $ Proceeds, before expenses, to the selling shareholder ............................... $ $ (1) See “Underwriting (Conflicts of Interest)” beginning on page 118 for additional information regarding underwriting compensation. Delivery of the Class A common shares is expected to be made on or about , 2018. The selling shareholder named in this prospectus has granted the underwriters an option for a period of 30 days to purchase an additional 5,912,664 Class A common shares solely to cover over-allotments. Credit Suisse Morgan Stanley UBS Investment Bank BofA Merrill Lynch Goldman Sachs & Co. LLC Banco Santander BBVA BNP PARIBAS Credit Agricole CIB HSBC Natixis Raiffeisen Centrobank UniCredit Capital Markets The information inCommission this is effective. prospectus This prospectus is is not not an offer complete to and sell these may securities and be it is changed. not soliciting We an may offer to not buy these sell securities in these any state securities where until the offer the or sale registration is not statement permitted. filed with the Securities and Exchange Prospectus dated , 2018 TABLE OF CONTENTS Page About This Prospectus ....................................................... ii Summary ................................................................ 1 The Offering .............................................................. 11 Summary Financial and Other Information ........................................ 14 Risk Factors .............................................................. 20 Cautionary Statement Regarding Forward-Looking Statements . ....................... 41 Use of Proceeds ........................................................... 43 Dividends and Dividend Policy ................................................. 44 Capitalization ............................................................. 45 Dilution ................................................................. 46 Selected Financial and Other Information . ....................................... 47 Unaudited Pro Forma Combined Financial Information ............................... 49 Management’s Discussion and Analysis of Financial Condition and Results of Operations . 53 Business ................................................................. 72 Management .............................................................. 87 Certain Relationships and Related Party Transactions . ................................ 93 Principal and Selling Shareholders ............................................... 98 Description of Share Capital and Bye-Laws ........................................ 100 Common Shares Eligible for Future Sale .......................................... 111 Taxation ................................................................. 113 Underwriting (Conflicts of Interest) ............................................. 118 Expenses of the Offering ..................................................... 125 Legal Matters ............................................................. 126 Experts ................................................................. 126 Service of Process and Enforcement of Civil Liabilities . ........................... 126 Where You Can Find More Information .......................................... 127 Index to Financial Statements .................................................. F-1 i ABOUT THIS PROSPECTUS In this prospectus, the words “Hudson Ltd.,” “the Issuer,” “we,” “us,” “our,” and “the Company” refer to Hudson Ltd., an exempted company limited by shares incorporated in Bermuda, and its consolidated subsidiaries, assuming consummation of the Reorganization Transactions (as defined below), unless context otherwise requires. References to “Hudson Group” are to all entities and operations directly or indirectly owned by Dufry AG that carry on Dufry AG’s duty-free and duty-paid travel retail operations in the continental United States and Canada that will be transferred to Hudson Ltd. in connection with this offering. References to “our financial statements” are to the financial statements of Hudson Group, unless context otherwise requires. All references to “Dufry,” “Dufry Group,” “Dufry AG” and “our controlling shareholder” are to Dufry AG, a Swiss stock corporation, and its consolidated subsidiaries (other than Hudson Ltd.). All references to “Dufry International AG” and “the selling shareholder” are to Dufry International AG, a Swiss stock corporation, which is a wholly-owned subsidiary of Dufry AG. All references in this prospectus to “U.S. dollars,” “U.S.$,” “$” and “USD” refer to the currency of the United States of America. We, the selling shareholder and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we may have referred you. We, the selling shareholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling shareholder and the underwriters have not authorized any other person to provide you with different or additional information. The selling shareholder is offering to sell, and seeking offers to buy, Class A common shares only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common shares. PRESENTATION OF FINANCIAL INFORMATION Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Certain differences exist between IFRS and generally accepted accounting principles in the United States of America (‘‘U.S. GAAP’’) which might be material to the financial information herein. We have not prepared a reconciliation of our combined financial statements and related footnote disclosures between IFRS and U.S. GAAP. Potential investors should consult their own professional advisers for an understanding of the differences between IFRS and U.S. GAAP and how these differences might affect the financial information herein. Hudson Group Combined Financial Statements In connection with this offering, our combined financial statements have been prepared in accordance with IFRS as issued by the IASB. For the purpose of our combined financial statements, Hudson Group comprises all entities and operations directly or indirectly owned by Dufry that carry on Dufry’s duty-free and duty-paid travel retail operations in the continental United States and Canada that will be transferred