Dufry this morning released the final terms of its CHF 275m ($305.5m) bond offer in Mandatory Convertible Notes which will help fund its acquisition of Nuance. It is also seeking shareholder approval this month for an ordinary capital increase to raise approximately CHF 725m ($808m) with pre-emptive rights.

 

Due on 18 June 2015, and convertible into ordinary registered shares of Dufry, the MCN will be issued by Dufry Financial Services and guaranteed by Dufry. As reported yesterday, the travel retailer will hold an EGM on 26 June to get shareholder approval for the $808m.

 

The MCN, for institutional investors only, will pay a coupon of 2.0% per annum (at the low end of the range which went up to 2.75%) and the conversion price will be set at CHF 152. It will be convertible into fully paid ordinary shares of Dufry at maturity unless converted earlier at the option of the MCN holders or the issuer or if specified special events are triggered within specified terms.

 

Concurrently, the joint bookrunners yesterday carried out an accelerated book-build of existing Dufry shares on behalf of MCN investors who want to sell. The final size of that placement is CHF 100m ($111.5m) – half of the CHF 200m expected yesterday – with a price of CHF 152 per share, the same as the conversion price of the MCN.

 

After yesterday’s announcement of the Nuance acquisition, Dufry’s share price closed at CHF 154.7. On Tuesday it closed at CHF 145.8m, gaining +6.1% overall during the day (see chart below).