Timeline

Voting rights breakdown

Gemeldete wirtschaftlich Berechtigte · 5

Eine einzelne, gemeinsam eingereichte Meldung: Der Stimmrechtsanteil gilt für die gesamte Gruppe, nicht für jede Person.

• Travel Retail Investments SCA TRI49.44%
• Global Retail Group S.à.r.l49.44%
• Petrus PTE Ltd49.44%
• Witherspoon Investments LLC49.44%
• Advent International Corporation49.44%

Notice details

Beneficial owner

Travel Retail Investments SCA TRI

On October 23, 2008, Dufry Ltd has been notified by Advent International Corporation, 75 State Street, Boston, MA 02109, USA pursuant to art. 20 SESTA. The identity of the individual group members is: (1) Travel Retail Investments SCA (“TRI”), 76 Grand Rue, L-1660 Luxembourg (TRI is controlled by (2) below; other shareholders are (3) and (4) below); (2) Funds managed by Advent International Corporation, 75 State Street, Boston, MA 02109, USA; (3) Petrus PTE Ltd., 8 Cross Street, #11-00 PWC Building, Singapore 048424; (4) Witherspoon Investments LLC, 1209 Orange Street, Wilmington, DE 19801, USA; (5) Global Retail Group S.à r.l., 76 Grand Rue, L-1660 Luxembourg (Global Retail Group S.à r.l. is controlled by (2) above). As of October 2, 2008, Advent-Hudson, LLC has been liquidated and its assets (consisting solely of shares of Hudson Group) have been distributed to its members, with Global Retail Group S.à r.l. receiving 83.5% of such assets in the liquidation. As of the closing of the transactions contemplated by the Merger Agreement, the share capital increase out of authorized share capital (Kapitalerhöhung aus genehmigtem Kapital) of Dufry Ltd has been filed with the commercial register in Basel and has been published in the Swiss Official Gazette of Commerce on October 17, 2008. As a consequence of these transactions, the identity of individual group members has changed. As closing of these transactions has taken place, Hudson Media Inc. and all of the members of Advent-Hudson, LLC (other than Global Retail Group S.à r.l.) are no longer members of the group. On September 3, 2008, Dufry Ltd signed a merger agreement with, among others, Hudson Group, which was majority owned by funds managed by Advent International Corporation. The transaction included a merger essentially resulting in an exchange of shares of Hudson Group’s common stock for equity of Dufry Ltd. The consideration for equity of Hudson Group was structured as a merger, whereby the non-Dufry shareholders of Hudson Group received an aggregate of 4,218,750 registered shares of Dufry Ltd, which have been sourced from Dufry Ltd’s existing authorised capital (genehmigtes Kapital), as well as zero-coupon mandatory convertible notes ("MCNs”), which will initially be convertible into 932,704 registered shares of Dufry Ltd at no premium, which have been sourced from Dufry Ltd’s existing conditional capital (bedingtes Kapital). The exchange ratio, at which the shares of Dufry Ltd and the MCNs have been issued, has been determined based on the 3-month weighted average price of the shares of Dufry Ltd of CHF 85 per share and valued 100% of Hudson Group’s equity. As of closing of the transactions, the share capital increase out of authorized capital (Kapitalerhöhung aus genehmigtem Kapital) of Dufry Ltd has been filed with the commercial register in Basel and has been published in the Swiss Official Gazette of Commerce on October 17, 2008. The proportion of number, type and voting rights of all equity securities and of all financial instruments pursuant to art. 13 SESTO- FBC that are held by the aforementioned group entities are 8,333,718 registered shares of Dufry Ltd, representing 45.59% of the share capital and of the voting rights, and 702,429 registered shares of Dufry Ltd underlying the MCNs issued at closing representing 3.84% of the share capital and of the voting rights, resulting in total shareholding of the aforesaid group entities of 9,036,147 registered shares of Dufry Ltd, representing 49.43% of the share capital and of the voting rights. As required by art. 20 SESTA, the disclosed percentages are based on the currently issued and registered share capital of Dufry Ltd of CHF 91,406,250 divided into 18,281,250 registered shares. Upon conversion of the MCNs into shares, the issued share capital of Dufry Ltd will comprise 19,213,954 registered shares, whereby the above notified percentages of 45.59% and 49.43%, respectively, will be reduced to 43.37% and 47.0