Dufry AG and Certain of Its Subsidiaries
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NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) OR (2) PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND WHO ARE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this notice, whether received by email or otherwise received as a result of electronic communication. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the offering memorandum or make an investment decision with respect to the notes, investors must be either (1) qualified institutional buyers within the meaning of Rule 144A under the Securities Act (‘‘QIBs’’) or (2) persons who are not U.S. persons (as defined in Regulation S under the Securities Act) and who are outside of the United States in offshore transactions in reliance on Regulation S under the Securities Act. The offering memorandum is being sent at your request. By accepting this e-mail and by accessing the offering memorandum, you shall be deemed to have represented to us that: (1) you consent to delivery of such offering memorandum by electronic transmission, and (2) either you and any customers you represent are: (a) QIBs, or (b) outside the United States and the e-mail address that you gave us and to which this email has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia. Prospective purchasers that are QIBs are hereby notified that the seller of the notes offered under the offering memorandum may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act. You are reminded that the offering memorandum has been delivered to you on the basis that you are a person into whose possession the offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the offering memorandum to any other person. Under no circumstances shall the offering memorandum constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any initial purchaser of the notes offered under the offering memorandum or any affiliate of any such initial purchaser is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such an initial purchaser or affiliate on behalf of Dufry Finance SCA in such jurisdiction. The offering memorandum has not been approved by an authorized person in the United Kingdom. The notes may not be offered or sold other than to persons whose ordinary activities involve these persons in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) by us. In addition, no person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the notes other than in circumstances in which Section 21(1) of the FSMA does not apply to us. The offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the initial purchasers, any person who controls any initial purchaser, or any of their respective directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you from the initial purchasers upon your request. OFFERING MEMORANDUM 23OCT201208255804 DUFRY FINANCE SCA e500,000,000 4.500% Senior Notes due 2022 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 e500,000,000 principal amount of its 4.500% senior notes due 2022 (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 Dutch company 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 January 15 and July 15 of each year, commencing January 15, 2015. The Notes will mature on July 15, 2022 (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 Acquisition (as defined herein) by the Longstop Date (as defined herein) or, prior to the Longstop Date, the Share Purchase 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 (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.