Brief: Dufry Announces Decision Of Swiss Takeover Board On Request Of Edizione S.P.A. And Schema Beta S.P.A.

Autogrill SpA

19/08/2022 17:04

Aug 19 (Reuters) - DUFRY AG  DUFN.S :
    * COMBINATION OF DUFRY AND AUTOGRILL: DECISION OF SWISS
TAKEOVER
BOARD ON REQUEST OF EDIZIONE S.P.A. AND SCHEMA BETA S.P.A.
    * EDIZIONE S.P.A. AND SCHEMA BETA S.P.A. ARE EXEMPT FROM
OBLIGATION TO MAKE A PUBLIC TAKEOVER OFFER TO SHAREHOLDERS OF
DUFRY AG AS A RESULT OF CONVERSION OF CONVERTIBLE NOTES IN
EXECUTION OF COMBINATION AGREEMENT BY AND AMONG EDIZIONE S.P.A.,
SCHEMA BETA S.P.A. AND DUFRY AG ENTERED INTO ON JULY 11, 2022
    * THIS EXEMPTION FROM OBLIGATION TO MAKE A PUBLIC TAKEOVER
OFFER
IS GRANTED ON CONDITION THAT NEWLY CREATED SHARES OF DUFRY AG
WILL BE REGISTERED IN COMMERCIAL REGISTER WITHIN THREE MONTHS
AFTER CONVERSION OF CONVERTIBLE NOTES AND THAT EDIZIONE S.P.A.
OR SCHEMA BETA S.P.A. DO NOT EXERCISE ANY SIGNIFICANT INFLUENCE
ON DUFRY AG'S BUSINESS DURING PERIOD IN WHICH THRESHOLD FOR
OBLIGATION TO MAKE A PUBLIC TAKEOVER OFFER IS EXCEEDED
    * EDIZIONE S.P.A. AND SCHEMA BETA S.P.A. ARE OBLIGED TO
INFORM
TAKEOVER BOARD WITHIN FIVE TRADING DAYS AFTER CONVERSION OF
CONVERTIBLE NOTES ON DETAILS OF CONVERSION AND SUBSEQUENT
REGISTRATION OF SHARE CAPITAL OF DUFRY AG IN COMMERCIAL REGISTER
    * DUFRY AG IS OBLIGED TO PUBLISH DISPOSITIVE OF PRESENT
DECISION
AND REFERENCE TO RIGHT OF APPEAL OF QUALIFIED SHAREHOLDERS IN
ACCORDANCE WITH ART. 6 AND 7 TOO
    * FEE PAYABLE BY EDIZIONE S.P.A. AND SCHEMA BETA S.P.A.
UNDER
JOINT AND SEVERAL LIABILITY AMOUNTS TO CHF 25,000

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