A GLOBAL AMBITION ANNuAL REPORT 2006 - Dufry
A GLOBAL AMBITION ANNuAL REPORT 2006 - Dufry
A GLOBAL AMBITION ANNuAL REPORT 2006 - Dufry
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<strong>Dufry</strong> Annual Report <strong>2006</strong> — Corporate Governance<br />
As part of the restructuring of their interests in <strong>Dufry</strong> Ltd that the following<br />
investors held prior to the Initial Public Offering at SWX Swiss Exchange, funds<br />
managed by Advent International Corporation, 75 State Street, Boston, Massachusetts<br />
/ USA, Petrus PTE Ltd, 8 Cross Street, #11-00 PWC Building, Singapore<br />
048424 and Witherspoon Investments LLC, 1209 Orange Street, Wilmington,<br />
Delaware 19801 / USA, entered into a shareholders agreement to govern their<br />
relationship as shareholders of Travel Retail Investments SCA. This agreement<br />
provides that the funds managed by Advent International Corporation shall<br />
have a right of first refusal should either Petrus PTE Ltd or Witherspoon Investments<br />
LLC wish to transfer their holdings in Travel Retail Investments SCA.<br />
In addition, if a third party offers to acquire all the interests in Travel Retail<br />
Investments SCA and the funds managed by Advent International Corporation<br />
in Travel Retail Investments SCA decide to transfer their entire interest in Travel<br />
Retail Investments SCA to that third party, then the funds managed by Advent<br />
International Corporation shall have the right to compel the other shareholders<br />
to transfer their entire holding in Travel Retail Investments SCA to that third<br />
party by exercising their drag-along rights.<br />
Advent International Corporation, Petrus PTE Ltd and Witherspoon Investments<br />
LLC are a group of shareholders acting in concert within the meaning of Art. 20<br />
para 3 of the Federal Act on Stock Exchanges and Securities Trading (thereinafter<br />
SESTA) in relation to their indirect holdings in the Company held through<br />
Travel Retail Investments SCA.<br />
In an announcement dated May 17, <strong>2006</strong>, and published in compliance with Art.<br />
20 of SESTA, Wellington Management Company LLP, Boston, disclosed that it<br />
held shares of <strong>Dufry</strong> Ltd accounting for 5.03% of voting rights (publication in<br />
Swiss Official Gazette of Commerce of May 24, <strong>2006</strong>).<br />
. Cross-shareholdings<br />
<strong>Dufry</strong> Ltd has not entered into cross-shareholdings with other companies in<br />
terms of capital shareholdings or voting rights in excess of 5%.
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