eDreams · PDF fileProspectus Directive (i) outside the United States in offshore...
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eDreams ODIGEO A public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg (the “Company”) 104,878,049 ordinary shares This prospectus (the “prospectus”) provides information in relation to the admission to trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the “Spanish Stock Exchanges”), each of which constitutes a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of April 21, 2004 on markets in financial instruments (the “MiFID”) (the “Admission to Trading”), and for the quotation on the Automated Quotation System (“AQS”) of the Spanish Stock Exchanges of 104,878,049 ordinary shares with a nominal value of €0.10 each, representing the entire share capital of the Company and issued by the Company under the laws of the Grand Duchy of Luxembourg (the “Shares”). Application has been made for the Shares to be admitted to trading on the Spanish Stock Exchanges and quoted on the AQS. Investing in the Shares involves certain risks. See “Risk Factors” beginning on page 21 of this prospectus. To determine the tax implications of investing in the Shares in light of each investor’s circumstances, particularly regarding dividends, capital gains and buy-backs, prospective investors are urged to consult with their own tax advisors prior to making any investment decision. This prospectus constitutes a prospectus for the purposes of article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended (the “Prospectus Directive”), and the Luxembourg Law of July 10, 2005 on prospectuses for securities, as amended (loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières, telle que modifiée) implementing the Prospectus Directive in Luxembourg (the “Prospectus Law”), and has been prepared in accordance with the Prospectus Law and Commission Regulation (EC) 809/2004 of April 29, 2004, as amended. The Commission de Surveillance du Secteur Financier (“CSSF”), the Luxembourg financial sector supervisory authority in its capacity as the competent authority in Luxembourg under the Prospectus Law, has approved this prospectus for the purposes of giving information with regard to the Company and the Admission to Trading. The CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Company in line with the provisions of article 7(7) of the Prospectus Law. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States, and may not be offered or sold within the United States unless the Shares are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. In connection with the Admission to Trading, an offering not qualifying as an offer to the public for the purposes of the Prospectus Directive (the “Offering”) of 36,707,313 Shares has been made by the Company and the Selling Shareholders (as defined below). The Offering consisted of an offering not qualifying as an offer to the public for the purposes of the Prospectus Directive (i) outside the United States in offshore transactions as defined in, and in compliance with, Regulation S under the Securities Act and (ii) in the United States to persons reasonably believed to be qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Purchasers of the Shares pursuant to the Offering are hereby notified that the sellers of such Shares may have been relying on the
Transcript of eDreams · PDF fileProspectus Directive (i) outside the United States in offshore...
eDreams ODIGEO
A public limited liability company (socit anonyme)
organized under the laws of the Grand Duchy of Luxembourg
(the Company)
104,878,049 ordinary shares
This prospectus (the prospectus) provides information in relation to the admission to trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the Spanish Stock Exchanges), each of which constitutes a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of April 21, 2004 on markets in financial instruments (the MiFID) (the Admission to Trading), and for the quotation on the Automated Quotation System (AQS) of the Spanish Stock Exchanges of 104,878,049 ordinary shares with a nominal value of 0.10 each, representing the entire share capital of the Company and issued by the Company under the laws of the Grand Duchy of Luxembourg (the Shares). Application has been made for the Shares to be admitted to trading on the Spanish Stock Exchanges and quoted on the AQS.
Investing in the Shares involves certain risks. See Risk Factors beginning on page 21 of this prospectus.
To determine the tax implications of investing in the Shares in light of each investors circumstances, particularly regarding dividends, capital gains and buy-backs, prospective investors are urged to consult with their own tax advisors prior to making any investment decision.
This prospectus constitutes a prospectus for the purposes of article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended (the Prospectus Directive), and the Luxembourg Law of July 10, 2005 on prospectuses for securities, as amended (loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilires, telle que modifie) implementing the Prospectus Directive in Luxembourg (the Prospectus Law), and has been prepared in accordance with the Prospectus Law and Commission Regulation (EC) 809/2004 of April 29, 2004, as amended. The Commission de Surveillance du Secteur Financier (CSSF), the Luxembourg financial sector supervisory authority in its capacity as the competent authority in Luxembourg under the Prospectus Law, has approved this prospectus for the purposes of giving information with regard to the Company and the Admission to Trading.
The CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Company in line with the provisions of article 7(7) of the Prospectus Law.
The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any state of the United States, and may not be offered or sold within the United States unless the Shares are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.
In connection with the Admission to Trading, an offering not qualifying as an offer to the public for the purposes of the Prospectus Directive (the Offering) of 36,707,313 Shares has been made by the Company and the Selling Shareholders (as defined below). The Offering consisted of an offering not qualifying as an offer to the public for the purposes of the Prospectus Directive (i) outside the United States in offshore transactions as defined in, and in compliance with, Regulation S under the Securities Act and (ii) in the United States to persons reasonably believed to be qualified institutional buyers (QIBs) as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Purchasers of the Shares pursuant to the Offering are hereby notified that the sellers of such Shares may have been relying on the
exemption from the registration provisions of Section 5 of the Securities Act provided by Rule 144A. The Shares sold pursuant to the Offering will be delivered against payment of the purchase price to the accounts of purchasers thereof (the Settlement), which is expected to occur on or about April 10, 2014.
For a description of these and other restrictions on transfers of the Shares, see Transfer and Selling Restrictions.
The Company assumes responsibility for the content of this prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this prospectus is, to the best of its knowledge, in accordance with the facts and that it makes no omission likely to affect its import.
Neither the Admission to Trading, nor the approval of the document by the CSSF shall constitute a warranty or representation by the CSSF or the Luxembourg Stock Exchange as to the competence of service providers or any other party connected with the Company, the adequacy of the information contained in this prospectus, or the suitability of the Company for investment purposes.
Date: April 4, 2014
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TABLE OF CONTENTS
Page
Certain Definitions ................................................................................................................................................ iv Market and Industry Data ....................................................................................................................................... x Forward-Looking Statements ................................................................................................................................ xii Summary of the Prospectus..................................................................................................................................... 1 Risk Factors ......................................................................................................................................................... 21 Presentation of Financial and Other Data .............................................................................................................. 52 Dividends and Dividend Policy ............................................................................................................................. 57 Capitalization ....................................................................................................................................................... 59 Selected Financial Information and Other Data ..................................................................................................... 61 Other Unaudited Financial and Operating Data ..................................................................................................... 65 Managements Discussion and Analysis of Our Financial Condition and Results of Operations ............................. 69 Industry Overview and Market Data ................................................................................................................... 117 Business ............................................................................................................................................................. 128 Regulation .......................................................................................................................................................... 159 Management and Board of Directors ................................................................................................................... 163 Principal Shareholders ........................................................................................................................................ 177 Certain Relationships and Related Party Transactions ......................................................................................... 180 Market Information ............................................................................................................................................ 181 General Information on the Company and the Group ........................................................................................... 185 Description of the Share Capital of the Company and Applicable Regulations ..................................................... 191 Listing and Admission to Trading ....................................................................................................................... 206 Taxation ............................................................................................................................................................. 208 Plan of Distribution ............................................................................................................................................ 218 Transfer and Selling Restrictions ........................................................................................................................ 222 Enforcement of Civil Liabilities .......................................................................................................................... 225 Legal Matters ..................................................................................................................................................... 225 Independent Auditors ......................................................................................................................................... 226 Index to Financial Statements .............................................................................................................................. F-1
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THIS PROSPECTUS HAS BEEN PREPARED BY US SOLELY FOR THE PURPOSE OF THE ADMISSION TO TRADING. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SHARES BY ANY PERSON IN ANY
