-
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
-
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
-
i
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 Management’s 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
-
ii
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 JURISDICTION. THE DELIVERY OF THIS PROSPECTUS
SHALL NOT UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES OR THAT
THE INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR
OWN EXAMINATION OF THE COMPANY, INCLUDING THE MERITS AND RISKS
INVOLVED WITH RESPECT TO AN INVESTMENT IN THE SHARES. NEITHER THE
U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR
DISAPPROVED OF THE SHARES. FURTHERMORE, THE FOREGOING AUTHORITIES
HAVE NOT CONFIRMED THE ACCURACY OR TRUTHFULNESS, OR DETERMINED THE
ADEQUACY, OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENCE IN THE UNITED STATES.
We are not making any representation to any offeree or purchaser
of Shares regarding the legality of an investment in the Shares by
such offeree or purchaser under the laws applicable to such offeree
or purchaser. Each investor should consult with its own advisors as
to the legal, tax, business, financial and related aspects of a
purchase of the Shares.
The information contained in this prospectus is accurate only as
of the date of this prospectus.
The distribution of this prospectus is restricted by law in
certain jurisdictions. No action has been or will be taken in any
jurisdiction by us or our shareholders that would permit an offer
to the public of the Shares or possession or distribution of a
prospectus in any jurisdiction where action for that purpose would
be required. This prospectus may not be used for, or in connection
with, and does not constitute an offer to, or solicitation by,
anyone in any jurisdiction in which it is unlawful to make such an
offer or solicitation. Persons into whose possession this
prospectus may come are required by us to inform themselves about
and to observe these restrictions. We do not accept any
responsibility for any violation by any person, whether or not such
person is a prospective purchaser of Shares, of any of these
restrictions. For further information, see “Transfer and Selling
Restrictions”.
This prospectus has been prepared on the basis that all offers
of Shares will be made pursuant to an exemption under the
Prospectus Directive, as implemented in member states of the
European Economic Area (“EEA”), from the requirements to produce a
prospectus for offers of securities. Accordingly, any person making
or intending to make an offer within the EEA of Shares which are
the subject of this prospectus should only do so in circumstances
in which no obligation arises for us, our affiliates or our
representatives to produce a prospectus for such offer. With
respect to the Admission to Trading, this prospectus complies with
the requirements of the Prospectus Directive. Copies of this
prospectus are available for inspection at the registered office of
the Company at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy
of Luxembourg. This prospectus will also be published on the
websites of the Company (www.edreamsodigeo.com) and of the
Luxembourg Stock Exchange (www.bourse.lu), and the Spanish
translation of the summary of the prospectus will be available on
the website of the Spanish Comisión Nacional del Mercado de Valores
(“CNMV”) (www.cnmv.es).
NOTICE TO U.S. INVESTORS
The Shares have not been, and will not be, registered under 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. 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.
For a description of certain restrictions on resales relating to
the Shares, see “Transfer and Selling Restrictions”.
-
iii
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS
PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
In the United Kingdom, this prospectus is only being distributed
to, and is only directed at, and any investment or investment
activity to which this prospectus relates is available only to, and
will be engaged in only with, persons (i) having professional
experience in matters relating to investments who fall within the
definition of “investment professionals” in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”); or (ii) who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or other persons to
whom it may otherwise be lawfully communicated (all such persons
together being referred to as “relevant persons”). Persons who are
not relevant persons should not take any action on the basis of
this prospectus and should not act or rely on it.
This prospectus is only being distributed to, and is only
directed at, persons in the United Kingdom who are “qualified
investors” as defined in Section 86(7) of the Financial Services
and Markets Act 2000, as amended (the “FSMA”) or otherwise in
circumstances which do not require the publication by the Company
of a prospectus pursuant to section 85(1) of the FSMA.
INFORMATION FOR INVESTORS IN CERTAIN COUNTRIES
For information for investors in certain countries, see
“Transfer and Selling Restrictions”.
STABILIZATION
J.P. MORGAN SECURITIES PLC, AS STABILIZATION AGENT ACTING ON
BEHALF OF ITSELF AND THE OTHER UNDERWRITERS OF THE OFFERING OR ITS
AGENT, MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AT ITS
DISCRETION, ENGAGE IN TRANSACTIONS THAT STABILIZE, SUPPORT,
MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SHARES INITIALLY SOLD
FOR A PERIOD OF 30 CALENDAR DAYS FROM THE DATE THE SHARES COMMENCE
TRADING ON THE SPANISH STOCK EXCHANGES. THE STABILIZATION PERIOD IS
EXPECTED TO COMMENCE ON APRIL 8, 2014 AND TO END ON MAY 8, 2014.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE SPANISH STOCK EXCHANGES,
THE OVER-THE-COUNTER MARKET OR OTHERWISE. EXCEPT AS REQUIRED BY
LAW, NONE OF J.P. MORGAN SECURITIES PLC, ANY OF ITS AGENTS OR ANY
OF THE UNDERWRITERS INTENDS TO DISCLOSE THE EXTENT OF ANY
STABILIZATION AND/OR OVER-ALLOTMENT TRANSACTIONS IN CONNECTION WITH
THE OFFERING.
THESE STABILIZATION ACTIVITIES MAY RAISE OR MAINTAIN THE MARKET
PRICE OF THE SHARES ABOVE INDEPENDENT MARKET LEVELS OR PREVENT OR
RETARD A DECLINE IN THE MARKET PRICE OF THE SHARES. NONE OF J.P.
MORGAN SECURITIES PLC, ANY OF ITS AGENTS OR ANY OF THE UNDERWRITERS
IS REQUIRED TO ENGAGE IN THESE ACTIVITIES AND, IF COMMENCED, THESE
ACTIVITIES MAY BE DISCONTINUED AT ANY TIME. THERE CAN BE NO
-
iv
ASSURANCE THAT ANY SUCH ACTIVITIES WILL BE UNDERTAKEN.
ACCORDINGLY, NO ASSURANCE CAN BE GIVEN AS TO THE LIQUIDITY OF, OR
TRADING MARKETS FOR, THE SHARES.
CERTAIN DEFINITIONS
In this prospectus, unless the context otherwise requires:
• “1915 Law” refers to the Luxembourg law of August 10, 1915 on
commercial companies, as amended;
• “2001 Law” refers to the Luxembourg law of August 1, 2001 on
the circulation of securities, as amended;
• “2011 Law” refers to the Luxembourg law of May 24, 2011 on the
exercise of certain rights of shareholders in general meetings of
listed companies, as amended;
• “2013 Law” refers to the Luxembourg law of April 6, 2013 on
dematerialized securities, as amended;
• “2018 Notes” refers to the €325 million aggregate principal
amount of GDF’s 7.500% Senior Notes due 2018 issued by GDF on
January 31, 2013 under the 2018 Notes Indenture;
• “2018 Notes Indenture” refers to the indenture governing the
2018 Notes dated January 31, 2013, as amended and supplemented from
time to time, by and among GDF, as issuer, Deutsche Trustee Company
Limited, as Trustee and the other parties named therein;
• “2019 Notes” refers to the €175 million aggregate principal
amount of GTF’s 10.375% Senior Notes due 2019 issued by GTF on
April 21, 2011 under the 2019 Notes Indenture;
• “2019 Notes Indenture” refers to the indenture governing the
2019 Notes dated April 21, 2011, as amended and supplemented from
time to time, by and among GTF, as issuer, Deutsche Trustee Company
Limited, as Trustee and the other parties named therein;
• “Absorbed Companies” refers to the companies referred to in
“Principal Shareholders— Shareholder Reorganization—Shareholder
Reorganization”;
• “Admission to Trading” refers to the admission to trading of
our Shares on the Spanish Stock Exchanges;
• “Amadeus” refers to Amadeus IT Group, S.A.;
• “ARC” refers to the Airlines Reporting Corporation, Arlington,
Virginia;
• “Ardian” refers to Ardian France S.A. (formerly known as AXA
Investment Managers Private Equity Europe);
• “Ardian Funds” refers to funds advised or managed by
Ardian;
• “Ardian Vehicles” refers to AXA LBO Fund IV FCPR, AXA LBO Fund
IV Supplementary FCPR and AXA Co-Investment Fund III L.P.;
• “Articles of Incorporation” refers to the articles of
incorporation of the Company, as amended from time to time;
• “Axeurope” refers to Axeurope S.A., a public limited liability
company (société anonyme) organized under the laws of the Grand
Duchy of Luxembourg, with its registered office at 21, boulevard
Grande Duchesse Charlotte, L-1331 Luxembourg, registered with the
Luxembourg Register of Commerce and Companies (Registre de commerce
et des sociétés de Luxembourg) under number B 159.139;
• “Board of Directors” refers to the board of directors (conseil
d’administration) of the Company;
-
v
• “BSP” refers to a billing and settlement plan;
• “CAGR” refers to compound annual growth rate;
• “CET” refers to Central European Time;
• “charter flights” refers to flights on chartered aircrafts
offered on an ad hoc basis;
• “CGU” refers to cash generating units;
• “CNMV” refers to the Comisión Nacional del Mercado de Valores,
the Spanish securities regulator;
• “Combination” refers to the combination of the eDreams Group
with the GoVoyages Group and the Opodo Group to form eDreams
ODIGEO, which was achieved through a contribution to the Company of
the eDreams Group by the Permira Funds and the GoVoyages Group by
the Ardian Funds in exchange for shares of the Company and the
acquisition by a subsidiary of the Company of 100% of the share
capital of Opodo from Amadeus IT Group, S.A. (“Amadeus”) effective
June 30, 2011 (the “Opodo Acquisition”);
• “Company” refers to eDreams ODIGEO, a public limited liability
company (société anonyme) organized under the laws of the Grand
Duchy of Luxembourg, having its registered office at 282, Route de
Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg, and
registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des sociétés de Luxembourg) under number B
159.036 (previously known as “LuxGEO Parent S.à r.l.”);
• “Consolidated Annual Financial Statements” refers to the
audited consolidated financial statements of the Company and its
subsidiaries as of and for the years ended March 31, 2013 and March
31, 2012, including the notes thereto;
• “Consolidated Financial Statements” refers to the Consolidated
Annual Financial Statements and the Consolidated Interim Financial
Statements;
• “Consolidated Interim Financial Statements” refers to the
unaudited consolidated financial statements of the Company and its
subsidiaries as of December 31, 2013 and for the nine-month periods
ended December 31, 2013 and December 31, 2012, respectively,
including the notes thereto;
• “Convertible Subordinated Shareholder Bonds” refers to the
convertible bonds issued by GTF on June 30, 2011 to Axeurope and
Luxgoal in connection with the Opodo Acquisition and the
simultaneous formation of the eDreams ODIGEO Group;
• “CSSF” refers to the Commission de Surveillance du Secteur
Financier, the Luxembourg securities regulator;
• “Direct Connect” and “Direct Connects” refer to the
proprietary technology we use to distribute certain network and
low-cost carrier flight products (and where the context requires,
such flight products) by either connecting customers directly to an
airline’s proprietary inventory platform that we can access under a
formal agreement or by facilitating customers to book via an
airline’s public access website, in each case, without the
intermediation of a GDS;
• “Director” refers to a member of the Board of Directors;
• “DTA” refers to deferred tax asset;
• “Dynamic Packages” refers to dynamically priced packages
consisting of a flight product and a hotel booking that travelers
customize based on their individual specifications by combining
select products from different travel suppliers through us;
• “eDreams” and “eDreams Group” refer to eDreams Inc., a
corporation organized under the laws of the State of Delaware on
January 28, 1999, and its subsidiaries, and where the context
requires, the brands associated with such entities;
-
vi
• “eDreams ODIGEO”, “eDreams ODIGEO Group”, “we”, “us” and “our”
refer to the Company and its subsidiaries;
• “EUR”, “euro” and “€” refer to the single currency introduced
at the start of the third stage of the European Economic Monetary
Union pursuant to the Treaty on the Functioning of the European
Union, as amended from time to time;
• “Eurozone” refers to the region composed of members states of
the European Union that at the relevant time have adopted the
euro;
• “Five Arrows Vehicles” refers to FA GOAL Co-Invest I, FCPR
Five Arrows Principal Investments, FCPR Five Arrows Principal
Investments B and FCPR Five Arrows Co-Investments, which are
investment vehicles affiliated with Rothschild and have
historically invested in the Company together with Ardian;
• “flight business” refers to our operations relating to the
sale of flight products;
• “flight products” refers to flight bookings (network carrier,
low-cost carrier and charter flights), as well as related travel
insurance;
• “GBP”, “sterling”, “pounds sterling”, or “£” refer to the
lawful currency of the United Kingdom;
• “GDP” refers to gross domestic product;
• “GDF” refers to Geo Debt Finance S.C.A., a partnership limited
by shares (société en commandite par actions) organized under the
laws of the Grand Duchy of Luxembourg, having its registered office
at 282, route de Longwy, L-1940 Luxembourg and registered with the
Luxembourg Register of Commerce and Companies (Registre de commerce
et des sociétés de Luxembourg) under number B 172.797;
• “GDS” refers to a global distribution system, also referred to
as a computer reservation service, which provides a centralized,
comprehensive repository of travel products, including availability
and pricing of seats on airline flights and hotel
accommodations;
• “Go Volo” refers to one of the brands associated with the
GoVoyages Group;
• “GoVoyages” and “GoVoyages Group” refer to, before the
Combination, Lyparis and its subsidiaries and, following the
Combination, GoVoyages S.A.S. and GoVoyages Trade S.A.S., and where
the context requires, the brands associated with such entities;
• “GTF” refers to Geo Travel Finance S.C.A., a partnership
limited by shares (société en commandite par actions) organized
under the laws of the Grand Duchy of Luxembourg, having its
registered office at 282, route de Longwy, L-1940 Luxembourg and
registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des sociétés de Luxembourg) under number B
159.022;
• “IATA” refers to the International Air Transport
Association;
• “Iberclear” refers to the Sociedad de Gestión de los Sistemas
de Registro, Compensación y Liquidación de Valores, S.A.;
• “IFRS” refers to the International Financial Reporting
Standards as adopted by the European Union;
• “Indentures” collectively refers to the 2019 Notes Indenture
and the 2018 Notes Indenture;
• “Intercreditor Agreement” refers to the Intercreditor
Agreement entered into on February 18, 2011, as amended and
restated from time to time, including as amended by the amendment
and restatement agreements dated April 15, 2011 and January 31,
2013, among, inter alia, GTF, the Trustee, certain lenders and
Société Générale as security agent;
• “Joint Global Coordinators” refers to Deutsche Bank AG, London
Branch and J.P. Morgan Securities plc acting as joint global
coordinators in connection with the Offering;
-
vii
• “Liligo” refers to Findworks Technologies S.A., a public
limited liability company (société anonyme) organized under the
laws of France, with its registered office at 4, allée verte,
F-75011 Paris, France, registered with the French Registre du
Commerce et des Sociétés under number 483 314 134, and where the
context requires, the brands associated with such entity;
• “Liligo Acquisition” refers to the acquisition by us of all
shares in Findworks Technologies S.A. that was consummated on
October 2, 2013;
• “Link Entity” refers to BNP Paribas Securities Services,
Sucursal en España;
• “LMV” refers to the Spanish law of July 28, 1988 on the
securities market (Ley 24/1988, de 28 julio, del Mercado de
Valores), as amended, including by the Spanish law of October 4,
2011 (Ley 32/2011, de 4 octubre, por la que se modifica la Ley
24/1988, de 28 julio, del Mercado de Valores);
• “low-cost carrier” refers to an airline with a lower operating
cost structure than competitors that generally offers lower ticket
fares and limited services, often charging for extra services like
food, priority boarding, seat allocation and baggage;
• “Luxembourg” refers to the Grand Duchy of Luxembourg;
• “Luxembourg GAAP” refers to the accounting principles
generally accepted in Luxembourg;
• “LuxCSD Principal Agent” refers to BNP Paribas Securities
Services, Luxembourg branch;
• “LuxGEO” refers to LuxGEO S.à r.l., a private limited
liability company (société à responsabilité limitée) organized
under the laws of the Grand Duchy of Luxembourg, with its
registered office at 282, route de Longwy, L-1940 Luxembourg and
registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des sociétés de Luxembourg) under number B
152.198. LuxGEO is an indirect wholly owned subsidiary of the
Company;
• “Luxgoal” refers to Luxgoal S.à r.l., a private limited
liability company (société à responsabilité limitée) organized
under the laws of the Grand Duchy of Luxembourg, with its
registered office at 282, route de Longwy, L-1940 Luxembourg and
registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des sociétés de Luxembourg) under number B
152.268;
• “Luxgoal 2” refers to Luxgoal S.à r.l., a private limited
liability company (société à responsabilité limitée) organized
under the laws of the Grand Duchy of Luxembourg, with its
registered office at 282, route de Longwy, L-1940 Luxembourg and
registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des sociétés de Luxembourg) under number B
164.796;
• “Luxgoal 3” refers to Luxgoal 3 S.à r.l., a private limited
liability company (société à responsabilité limitée) organized
under the laws of the Grand Duchy of Luxembourg, with its
registered office at 282, route de Longwy, L-1940 Luxembourg and
registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des sociétés de Luxembourg) under number B
184.368;
• “Lyeurope” refers to Lyeurope S.A.S., a société par actions
simplifiée organized under the laws of France, with its registered
office at 14 rue de Clery, 75002 Paris (France), registered with
the French Registre du Commerce et des Sociétés under number 522
727 700 RCS Paris, which was created for purposes of the
acquisition of the GoVoyages group by Ardian France S.A. in July
2010 and which is the holding company of Lyparis;
• “Lyparis” refers to Lyparis S.A.S., a société par actions
simplifiée unipersonnelle organized under the laws of France, with
its registered office at 14 rue de Clery, 75002 Paris (France) and
registered with the French Registre du Commerce et des Sociétés
under number 491 249 520 RCS Paris, a direct 100% owned subsidiary
of Lyeurope;
• “Minority Shareholders” refers to certain current and former
employees of the Company (including Javier Pérez-Tenessa de Block,
our founder, Chief Executive Officer and Chairman of our Board of
Directors, and
-
viii
other members of our Senior Management) and “friends and family”
shareholders of the Company who, immediately following the
completion of the Shareholder Reorganization, held in the aggregate
approximately 8.1% of the issued and outstanding Shares;
• “Minority Selling Shareholders” refers to Minority
Shareholders who are selling Shares in the Offering;
• “multi-GDS flight products” refers to products whereby the
components (e.g., the outbound flight and the inbound flight) are
sourced via different GDSs;
• “net fare flight products” refers to flight products the fares
of which are negotiated with airlines;
• “network carrier” refers to an airline which typically has an
international route network and actively markets connecting flights
via airline hub airports and provides the transfer services for
passengers and their baggage;
• “NOLs” refers to net operating losses;
• “non-flight business” refers to our operations relating to the
sale of non-flight products, as well as other non-travel activities
such as advertising on our websites, incentives we receive from
payment processors, charges on toll calls and Liligo’s metasearch
activity;
• “non-flight products” principally refers to hotel bookings,
Dynamic Packages, car rentals and vacation packages, as well as
related travel insurance;
• “Nordics” refers to Denmark, Finland, Norway and Sweden;
• “Notes” collectively refers to the 2019 Notes and the 2018
Notes;
• “Opodo” and “Opodo Group” refer to Opodo Limited and its
subsidiaries, and where the context requires, the brands associated
with such entities;
• “Opodo Acquisition” refers to the acquisition of Opodo Limited
by LuxGEO S.à r.l. from Amadeus IT Group, S.A. that was consummated
on June 30, 2011;
• “Opodo Tours” refers to Opodo Tours GmbH, a limited liability
company (Gesellschaft mit beschränkter Haftung) organized under the
laws of Germany, with its registered office at Mönckebergstraße 27,
20095 Hamburg (Germany), registered with the Commercial Register of
the District Court of Hamburg (Handelsregister des Amtsgerichtes
Hamburg) under number HRB 115167, all shares in which have been
sold by Opodo to Seven Ventures GmbH, Unterföhring (Germany) and
Mr. Frank Riecke, Hamburg (Germany) pursuant to a share purchase
agreement dated July 3, 2012, effective August 14, 2012, and
subsequently renamed TROPO GmbH;
• “Orders” refers to delivered transactions, i.e., Bookings (see
“Presentation of Financial and Other Data— Non-GAAP Measures”), as
well as transactions that are ultimately not processed, for
example, due to credit card issues;
• “OTA” refers to online travel agencies;
• “Other Ardian Co-investors” refers to entities affiliated with
the CIC banking group, Massena and Dentressangle that have
historically invested in the Company together with Ardian;
• “overcommissions” refers to commissions paid by certain travel
suppliers based on the year-end achievement of pre-defined
targets;
• “Paying Agent” refers to BNP Paribas Securities Services,
Sucursal en España;
• “Permira Funds” refers to one or more funds advised by Permira
Asesores, S.L. or affiliated entities;
-
ix
• “Principal Selling Shareholders” refers to Luxgoal 3, the
Ardian Funds, Willinvest & GMPI, the Five Arrows Vehicles,
Luxgoal 2 and the other Ardian Co-investors who are selling Shares
in the Offering;
• “Principal Shareholders” refers to Luxgoal 3, the Ardian
Funds, Willinvest & GMPI, the Five Arrows Vehicles, Luxgoal 2
and the other Ardian Co-investors who, immediately following the
completion of the Shareholder Reorganization, held in the aggregate
approximately 91.9% of the issued and outstanding Shares;
• “Principal Shareholder Group” refers to Luxgoal 3 together
with its affiliates and/or the Ardian Funds together with their
affiliates;
• “Prospectus Directive” refers to 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;
• “Prospectus Law” refers to 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);
• “ReallyLateBooking” refers to IIPIR Software Development S.L.,
a limited liability company (Sociedad Limitada) organized under the
laws of Spain, having its registered office at Santa Catalina
street 11 3 B, Majadahonda, 28220, Madrid, Spain, and registered
with the Madrid Commercial Register (Registro Mercantil de Madrid)
under number B 862 333 68;
• “regular flights” refers to flight products on a network or
low-cost carrier;
• “Revolving Credit Facility” refers to the revolving facilities
and letters of credit and guarantee facilities made available under
the Revolving Credit Facility Agreement;
• “Revolving Credit Facility Agreement” refers to a revolving
credit facility agreement dated January 31, 2013 between, among
others, GTF as the parent and obligor, certain of GTF’s
subsidiaries, as borrowers and guarantors, Credit Suisse
International, Goldman Sachs International, Lloyds TSB Bank plc,
Société Générale and UBS Limited as mandated lead arrangers, and
Société Générale as agent and security agent, as amended and
restated from time to time;
• “sector” refers to a part of the travel market;
• “segment” refers to our financial reporting segments of Core
and Expansion (for a discussion, see “Management’s Discussion and
Analysis of Our Financial Condition and Results of
Operations—Overview”);
• “Selling Shareholders” refers to the Principal Selling
Shareholders and the Minority Selling Shareholders;
• “Senior Credit Facilities Agreement” refers to the senior
credit facilities agreement entered into between LuxGEO Parent S.à
r.l., the Senior Facilities Agent, the Security Agent, the Senior
Lenders thereunder and others dated February 18, 2011, as amended
and restated from time to time, which was terminated as of January
31, 2013;
• “Senior Management” refers to the management group comprised
as of the date of this prospectus of Javier Pérez-Tenessa de Block,
our Chairman and Chief Executive Officer, Dana Dunne, our Chief
Operating Officer, David Elízaga, our Chief Financial Officer,
Mauricio Prieto, our Chief Marketing Officer, and Philipe Vimard,
our Chief Technology Officer;
• “service fees” refers to the total difference between the
price at which we source a product and sell that product to a
customer, which difference includes, among other components, any
mark-up to the price at which we source a product and fees that we
charge customers in connection with a booking;
• “service fees per flight Booking” refers to service fees
earned in respect of flight products divided by the number of
flight Bookings;
-
x
• “Settlement” refers to the delivery of the Shares sold
pursuant to the Offering through the book-entry facilities of
Iberclear against payment of the purchase price to the accounts of
purchasers thereof;
• “Shareholders” refers to the shareholders of the Company;
• “Shareholders’ Agreement” refers to the shareholders’
agreement entered into on the date of pricing of the Offering by
and among Luxgoal 3, the Ardian Vehicles and Javier Pérez-Tenessa
de Block in respect of the Company;
• “Shareholder Merger” refers to the merger of the Absorbed
Companies into the Company, as described in “Principal
Shareholders—Shareholder Reorganization—Shareholder
Reorganization”;
• “Shareholder Reorganization” refers to the reorganization of
our shareholder structure that took place shortly after the pricing
of the Offering but prior to the date of this prospectus, following
which the Shareholders held Shares directly in the Company as set
out in “Principal Shareholders”;
• “Shares” refers to our ordinary shares with a nominal value of
€0.10 each issued by the Company under the laws of the Grand Duchy
of Luxembourg;
• “Spanish GAAP” refers to the accounting principles generally
accepted in Spain;
• “Spanish Stock Exchanges” refers to the Madrid, Barcelona,
Bilbao and Valencia stock exchanges;
• “Travellink” refers to Travellink AB, a limited liability
company in the form of a Swedish Aktiebolag organized under the
laws of Sweden having its registered office at Box 1108, 17222
Sundbyberg, Sweden, and registered under number 556596-2650, and
where the context requires, the brands associated with such
entity;
• “U.K.” refers to the United Kingdom of Great Britain and
Northern Ireland;
• “Underwriters” refers to the underwriters of the Offering
listed under “Plan of Distribution”;
• “Unconsolidated 2011 Financial Statements” refers to the
audited unconsolidated financial statements of the Company as of
March 31, 2011 and for the period from February 14, 2011 to and
including March 31, 2011, including the notes thereto, the balance
sheet and profit and loss account of which have been audited in
accordance with Luxembourg GAAP and the statements of cash flows
and of changes in equity of which have been audited in accordance
with International Standard on Accounting 805;
• “U.S.” and “U.S.A.” refer to the United States of America;
• “USD”, “U.S. dollar” and “$” refer to the lawful currency of
the United States of America;
• “VAT” refers to value added tax;
• “Willinvest & GMPI” refers to Willinvest and Gestion
Mobilière, Patrimoniale et Immobilière (G.M.P.I.), which are
companies controlled indirectly by Groupe Arnault SAS and have
historically invested in the Company together with Ardian; and
• “XML” refers to extensible mark-up language (“XML”).
MARKET AND INDUSTRY DATA
Certain information set forth in this prospectus has been
derived from the following external sources:
• “App Annie” rankings of apps for mobile devices;
• The Economist Intelligence Unit (“EIU”) research data and
reports;
-
xi
• “Eurostat” statistics database hosted on the internet site of
the European Commission;
• IHS Inc. (“IHS”), November 2013 publication;
• International Air Transport Association (“IATA”), various
statistics available on IATA’s internet site;
• International Civil Aviation Organization (“ICAO”), Air
Transport Monthly Monitor;
• International Data Corporation (“IDC”), “Worldwide New Media
Market Model”, 1H13, July 2013;
• PhoCusWright, European Online Travel Overview, Fifth
Edition—October 2009;
• PhoCusWright, European Online Travel Overview, Sixth
Edition—November 2010;
• PhoCusWright, European Online Travel Overview, Seventh
Edition—November 2011;
• PhoCusWright, European Online Travel Overview, Eighth
Edition—December 2012;
• PhoCusWright, European Online Travel Overview, Ninth
Edition—December 2013;
• PhoCusWright, U.S. Online Travel Overview, Twelfth
Edition—November 2012;
• PhoCusWright, Asia Pacific Online Travel Overview, Sixth
Edition—October 2013;
• PhoCusWright, Latin American Online Travel Overview—April
2011;
• PhoCusWright, Japan Online Travel Overview—March 2013;
• PhoCusWright, “Online Travel Agency Flight Retailing” report
prepared for and commissioned by the Company dated February 3,
2014;
• Travelport 2012 Annual Report (Travelport)
• U.S. Travel Association (“U.S. Travel”), various forecasts
available on U.S. Travel’s internet site;
• The WM Company (“WMR”) financial research data; and
• World Travel and Tourism Council (“WTTC”), Global Impact
Report—2010.
The above PhoCusWright sources are collectively referred to as
“PhoCusWright” in this prospectus. The above external sources
mainly include industry surveys and publications and macroeconomic
data. Industry surveys and publications generally state that the
information contained therein has been obtained from sources
believed to be reliable, but some of this information may have been
derived from estimates or subjective judgments or have been subject
to limited audit and validation. While we believe this market data
to be accurate and correct, we have not independently verified it.
Market data presented in this section are based principally on
PhoCusWright’s aggregations or calculations of gross bookings,
revenues (on a net basis) and operating margins from publicly
available sources, unless otherwise stated. Our estimates of our
sector positions are based on gross bookings in 2012. We have
accurately reproduced the sector share and industry data, and as
far as we are aware and able to ascertain from various market
research publications, publicly available information and industry
publications, including reports published by the third-party
sources identified above, no facts have been omitted which to our
knowledge would render the reproduced information inaccurate or
misleading. However, you should note that the measures aggregated
or calculated by PhoCusWright are non-GAAP measures and as a
result, may not be directly comparable to similarly titled measures
disclosed among companies operating in our industry, including
us.
Unless otherwise stated, PhoCusWright data as presented herein
are actual for the period 2007-2012 and estimated for the period
2013-2015, with the exception of data stemming from PhoCusWright’s
Latin American Online Travel Overview referred to above, which are
actual for the period 2006-2011 and estimated for the period
2012-2014.
-
xii
RESPONSIBILITY STATEMENT
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.
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements within the
meaning of the securities laws of certain applicable jurisdictions.
These forward-looking statements include, but are not limited to,
the discussion of the changing dynamics of the marketplace and the
Company’s outlook for growth in the travel industry both within and
outside of France, Germany, Spain, Italy, the United Kingdom, and
the Nordics. These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms “aims”,
“anticipates”, “believes”, “continues”, “could”, “estimates”,
“expects”, “forecasts”, “guidance”, “intends”, “may”, “plans”,
“should” or “will” or, in each case, their negative, or other
variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts. They
appear in a number of places throughout this prospectus and include
statements regarding our intentions, beliefs or current
expectations concerning, among other things, our results of
operations, financial condition and performance, liquidity,
prospects, growth, strategies and the industry in which we
operate.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. We caution
you that forward-looking statements are not guarantees of future
performance and that our actual financial condition, results of
operations and cash flows, and the development of the industry in
which we operate, may differ materially from those made in or
suggested by the forward-looking statements contained in this
prospectus. In addition, even if our financial condition, results
of operations and cash flows, and the development of the industry
in which we operate are consistent with the forward- looking
statements contained in this prospectus, those results or
developments may not be indicative of our results or developments
in subsequent periods. Important factors that could cause these
differences include, but are not limited to:
• the impact on our revenue, profits and cash flow resulting
from general economic conditions, consumer confidence, spending
patterns and disruptions (including those related to natural
disasters and health pandemics) affecting the travel industry
specifically;
• changes, restrictions or disruptions affecting our technology
platforms or the technology of our third-party service
providers;
• the impact on our revenue, profits and cash flow resulting
from our inability to successfully compete against current and
future competitors (including increasing competition from
metasearch and online portal companies);
• the impact on our revenue, profits and cash flow resulting
from adverse changes affecting our relationships with travel
product suppliers and suppliers’ intermediaries which could reduce
our access to travel products content and/or increase our
costs;
• the laws, rules and regulations to which we are subject and
the potential for changes to those laws, rules and regulations;
• restrictions in the use of our brands;
• the impact of seasonal fluctuations;
• our exposure to risks associated with online commerce security
and particularly payment fraud;
• our ability to attract and retain highly skilled personnel and
other qualified executives and employees;
• our substantial leverage and ability to meet significant debt
service obligations, including significant repayment requirements
in the coming years;
-
xiii
• restrictions in our debt instruments that could impair our
activities;
• our exposure to interest rate risk, hedging risk and currency
fluctuations;
• risks associated with our structure and ownership; and
• other factors discussed or referred to in this prospectus.
The foregoing factors should not be construed as exhaustive. Due
to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward-looking statements, which speak only
as of the date hereof. We urge you to read this prospectus,
including the sections entitled “Risk Factors”, “Management’s
Discussion and Analysis of Our Financial Condition and Results of
Operations”, “Industry Overview and Market Data” and “Business”,
for a more complete discussion of the factors that could affect our
future performance and the industry in which we operate.
We expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement
contained in this prospectus which may be made to reflect events or
circumstances after the date of this prospectus, including, without
limitation, changes in our business or acquisition strategy or
planned capital expenditures, or to reflect the occurrence of
unanticipated events except as required by law or by the rules and
regulations of the Spanish Stock Exchanges.
AVAILABILITY OF PROSPECTUS
This prospectus will be published on the Company’s website
(www.edreamsodigeo.com). Note that nothing on the Company’s website
(www.edreamsodigeo.com) is intended to be, or should be construed
as being part of, this prospectus. Furthermore, the prospectus will
be available free of charge as of April 4, 2014 during regular
business hours at the registered office of the Company at 282,
Route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg. This
prospectus will also be published on the websites of the Company
(www.edreamsodigeo.com) and of the Luxembourg Stock Exchange
(www.bourse.lu), and the Spanish translation of the summary of the
prospectus will be available on the website of the CNMV
(www.cnmv.es).
INSPECTION OF DOCUMENTS AND AVAILABILITY OF FUTURE FINANCIAL
INFORMATION
For a period of 12 months following the Admission to Trading,
copies of the following documents will, when published, be
available for inspection free of charge during regular business
hours on any weekday (Saturdays, Sundays and Luxembourg public
holidays excluded) at the registered office of the Company at 282,
Route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg.
• the Articles of Incorporation;
• the audited consolidated financial statements of the Company
and its subsidiaries as of and for the years ended March 31, 2013
and March 31, 2012, respectively, including the notes thereto (the
“Consolidated Annual Financial Statements”);
• the unaudited consolidated financial statements of the Company
and its subsidiaries as of December 31, 2013 and for the nine-month
periods ended December 31, 2013 and December 31, 2012,
respectively, including the notes thereto (the “Consolidated
Interim Financial Statements”); and
• the audited unconsolidated financial statements of the Company
as of March 31, 2011 and for the period from February 14, 2011(the
date of incorporation of the Company) to and including March 31,
2011, including the notes thereto (the “Unconsolidated 2011
Financial Statements”), the balance sheet and profit and loss
account of which have been audited in accordance with Luxembourg
GAAP and the statements of cash flows and of changes in equity of
which have been audited in accordance with International Standard
on Accounting 805.
The Company’s future annual and interim financial information,
which the Company will be required to publish pursuant to the
Luxembourg law of January 11, 2008 relating to the transparency
requirements in relation to information about an issuer whose
securities are admitted to trading on a regulated market, as
amended, will be available on the Company’s website
(www.edreamsodigeo.com) and on the website of the Luxembourg
Stock
-
xiv
Exchange (www.bourse.lu) and may be inspected at the registered
office of the Company at 282, Route de Longwy, L-1940 Luxembourg,
Grand Duchy of Luxembourg.
Note that nothing on the Company’s website
(www.edreamsodigeo.com) or on any other website to which reference
is made in this prospectus is intended to be, or should be
construed as being part of, this prospectus.
AVAILABLE INFORMATION
For so long as any Shares are “restricted securities” within the
meaning of Rule 144(a)(3) under the Securities Act, the Company
will, during any period in which it is neither subject to Section
13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended
(the “Exchange Act”) nor exempt from reporting pursuant to Rule
12g3-2(b) thereunder, provide to any holder or beneficial owner of
such restricted securities or to any prospective purchaser of such
restricted securities designated by such holder or beneficial
owner, upon the request of such holder, beneficial owner or
prospective purchaser, the information required to be provided by
Rule 144A(d)(4) under the Securities Act.
EXCHANGE RATE AND CURRENCY INFORMATION
Unless otherwise indicated, references in this prospectus to
“sterling”, “pounds sterling”, “GBP” or “£” are to the lawful
currency of the United Kingdom; references to “euro” or “€” are to
the single currency introduced at the start of the third stage of
the European Economic and Monetary Union pursuant to the Treaty on
the functioning of the European Community, as amended from time to
time; and references to “U.S. dollars”, “dollars”, “U.S.$”, “USD”
or “$” are to the lawful currency of the United States of
America.
The following table sets forth, for the periods set forth below,
the high, low, average and period end Bloomberg Composite Rate
expressed as (i) U.S. dollars per €1.00 and per £1.00 and (ii)
pounds sterling per €1.00. The Bloomberg Composite Rate is a “best
market” calculation, in which, at any point in time, the bid rate
is equal to the highest bid rate of all contributing bank
indications and the ask rate is set to the lowest ask rate offered
by these banks. The Bloomberg Composite Rate is a midvalue rate
between the applied highest bid rate and the lowest ask rate. The
rates may differ from the actual rates used in the preparation of
the Consolidated Financial Statements, the Unconsolidated 2011
Financial Statements and other financial information appearing in
this prospectus. The Company does not represent that the U.S.
dollar or euro amounts referred to below could be or could have
been converted into pounds sterling at any particular rate
indicated or any other rate.
The average rate for a year means the average of the Bloomberg
Composite Rates on the last day of each month during a year. The
average rate for a month, or for any shorter period, means the
average of the daily Bloomberg Composite Rates during that month,
or shorter period, as the case may be.
The Bloomberg Composite Rate of euro on March 31, 2014 was
$1.3772 per €1.00, $1.6681 per £1.00 and £0.8257 per €1.00.
Period end Average rate High Low
USD per EUR
Year 2009
......................................................................................
1.4326 1.3949 1.5134 1.2531 2010
......................................................................................
1.3387 1.3266 1.4513 1.1923 2011
......................................................................................
1.2959 1.3926 1.4830 1.2907 2012
......................................................................................
1.3192 1.2860 1.3458 1.2061 2013
......................................................................................
1.3743 1.3285 1.3804 1.2780 2014 (through March 31)
....................................................... 1.3772
1.3687 1.3925 1.3505
Period end Average rate High Low
USD per EUR
Month October
2013.........................................................................
1.3583 1.3639 1.3804 1.3520 November 2013
.....................................................................
1.3591 1.3497 1.3606 1.3367 December 2013
.....................................................................
1.3743 1.3703 1.3803 1.3542 January 2014
.........................................................................
1.3488 1.3623 1.3763 1.3488
-
xv
February 2014
.......................................................................
1.3802 1.3670 1.3802 1.3519 March 2014
...........................................................................
1.3772 1.3830 1.3925 1.3733
Period end Average rate High Low
USD per GBP
Year 2009
......................................................................................
1.6173 1.5670 1.6988 1.3753 2010
......................................................................................
1.5612 1.5457 1.6362 1.4334 2011
......................................................................................
1.5549 1.6041 1.6706 1.5343 2012
......................................................................................
1.6248 1.5852 1.6279 1.5317 2013
......................................................................................
1.6556 1.5649 1.6556 1.4867 2014 (through March 31)
....................................................... 1.6681
1.6622 1.6762 1.6311
Period end Average rate High Low
USD per GBP
Month October
2013.........................................................................
1.6038 1.6091 1.6236 1.5951 November 2013
.....................................................................
1.6368 1.6114 1.6368 1.5905 December 2013
.....................................................................
1.6556 1.6382 1.6556 1.6264 January 2014
.........................................................................
1.6441 1.6473 1.6637 1.6354 February 2014
.......................................................................
1.6745 1.6566 1.6747 1.6305 March 2014
...........................................................................
1.6681 1.6625 1.6762 1.6496
Period end Average rate High Low
GBP per EUR
Year 2009
......................................................................................
0.8865 0.8992 0.9569 0.8433 2010
......................................................................................
0.8573 0.8581 0.9121 0.8091 2011
......................................................................................
0.8333 0.8680 0.9040 0.8302 2012
......................................................................................
0.8120 0.8113 0.8493 0.7779 2013
......................................................................................
0.8306 0.8491 0.8747 0.8101 2014 (through March 31)
....................................................... 0.8257
0.8235 0.8396 0.8209
Period end Average rate High Low
GBP per EUR
Month October
2013.........................................................................
0.8467 0.8476 0.8566 0.8352 November 2013
.....................................................................
0.8303 0.8377 0.8467 0.8303 December 2013
.....................................................................
0.8306 0.8365 0.8465 0.8280 January 2014
.........................................................................
0.8206 0.8270 0.8344 0.8174 February 2014
.......................................................................
0.8243 0.8252 0.8326 0.8176 March 2014
...........................................................................
0.8257 0.8319 0.8396 0.8209
-
1
SUMMARY OF THE PROSPECTUS
Summaries are made up of disclosure requirements, referred to as
“Elements”. These Elements are numbered in
Sections A - E (A.1 - E.7). This summary contains all the
Elements required to be included in a summary for this
type of securities and issuer. Since a number of points do not
need to be addressed, there may be gaps in the
numbering sequence. Even though an Element may be required to be
inserted in the summary because of the type of
securities and issuer, it is possible that no relevant
information can be given regarding the Element. In this case a
brief description of the point with “not applicable” is
included.
In this summary of the prospectus, “eDreams ODIGEO”, “eDreams
ODIGEO Group”, “the Group”, “we”, “us”
and “our” refer to the Company (as defined in B.1. below) and
its subsidiaries.
A. – Introduction and Warnings
A.1. Warnings. This summary should be understood as an
introduction to the prospectus. Any decision to invest in the
securities should be based on consideration of the prospectus as a
whole by the investor.
Where a claim relating to the information contained in the
prospectus is brought before a court, the plaintiff investor might,
under the relevant national legislation of the individual member
states of the European Economic Area, have to bear the costs of
translating the prospectus before legal proceedings are
initiated.
A.2. Information regarding the subsequent use of the
prospectus.
Not applicable. Consent regarding the use of the prospectus for
a subsequent resale or placement of the securities has not been
granted.
B. – Issuer
B.1. Legal and commercial name of the issuer.
The legal name of the company (the “Company”) is “eDreams
ODIGEO”.
The Company trades under the commercial name “eDreams
ODIGEO”.
B.2. Domicile and legal form of the issuer, legislation under
which the issuer operates and country of incorporation.
The Company is domiciled in the Grand Duchy of Luxembourg and
has its registered office at 282, Route de Longwy, L-1940
Luxembourg, Grand Duchy of Luxembourg.
The Company is a public limited liability company (société
anonyme) organized under the laws of the Grand Duchy of Luxembourg,
the Company’s country of incorporation.
B.3. Description of, and key factors relating to, the nature of
the issuer’s current operations and its principal activities, main
products sold
Overview
We are a leading online travel company with a presence in 42
countries. We make flight and non-flight products directly
available to travelers principally through our online booking
channels (desktop websites, mobile websites and mobile apps) and
via our call centers, as well as indirectly through white label
distribution partners and
-
2
and/or services performed and identification of the principal
markets in which the issuer competes.
other travel agencies. With more than 14 million customers
served in the year ended March 31, 2013, we are a worldwide leader
in delivering flight products, which is our principal business. We
also provide our customers with non-flight products, such as hotel
bookings, “Dynamic Packages” (which refers to dynamically priced
packages consisting of a flight product and a hotel booking that
travelers customize based on their individual specifications by
combining select products from different travel suppliers through
us), car rentals and vacation packages.
Substantially all of our operations are in the leisure travel
business. We derive the substantial majority of our revenue and
profit from the sale of flight products in Europe. Our principal
operations, as measured by Revenue Margin contribution, are in
France, Germany, Spain, Italy, the United Kingdom and the “Nordics”
(which refers to Denmark, Finland, Norway and Sweden). “Revenue
Margin” means our revenue less supplies (each pursuant to the
International Financial Reporting Standards as adopted by the
European Union (“IFRS”)). Outside of Europe, we are present in a
number of large countries, including, in order of Revenue Margin
contribution, Australia, the United States, Argentina, Brazil,
Turkey and Mexico.
We also have operations in the corporate travel sector, mainly
in the Nordics, and are seeking to expand this business in certain
of our other geographies in Europe. In October 2013, we completed
the acquisition of Findworks Technologies S.A. (“Liligo”), a
metasearch company with websites in 11 countries, with a view to
integrating Liligo’s technology into our existing business and
increasing our advertising and meta click-out revenue.
We use innovative technology and our relationships with
suppliers, product know-how and marketing expertise to attract and
allow customers to research, plan and book a broad range of travel
products. We make our offers accessible to a broad range of
customers, including leisure and corporate travelers, offline
travel agents, and white label distribution partners.
We own and operate a strong portfolio of consumer brands
composed of “eDreams” (which refers to eDreams Inc. and its
subsidiaries and associated brands), “Opodo” (which refers to Opodo
Limited and its subsidiaries and associated brands), “GoVoyages”
(which refers to, before the combination of the eDreams group with
the GoVoyages group and the Opodo group (the “Combination”),
Lyparis and its subsidiaries, and after the Combination, GoVoyages
S.A.S. and GoVoyages Trade S.A.S., and associated brands),
“Travellink” (which refers to Travellink AB and associated brands),
“Go Volo” (which refers to one of the brands associated with the
GoVoyages group) and the recently acquired Liligo brand. Through
our brands, we have historically focused on the flight sector of
the travel market.
-
3
Our Strengths
Our competitive strengths are the following:
• We believe we are a global leader in the online leisure flight
sector and a category leader in European eCommerce, and this scale
is beneficial to our business.
• Scalable state-of-the-art booking platform based on
proprietary technology.
• Well positioned within a large, fragmented market with
attractive secular growth trends and additional expansion
opportunities.
• Proven growth track record with continued strong momentum.
• Strong profitability, sustainable margins and cash flow
generation based on scale, revenue stream multiplication, breadth
of product offering and broad geographic footprint.
• Sustainable competitive advantages and strong barriers to
entry.
• Innovative and proven management team.
Our Strategy
Our key strategic objectives are the following:
• Continue investing in technological innovation as a driver of
lower prices, strong margins, and higher growth and customer
engagement.
• Expanding our geographic footprint to provide for long-term
growth.
• Capturing growth opportunities in non-flight travel, including
hotels, rental cars, Dynamic Packages, insurance, advertising
sales, metasearch and, in the future, potentially in-destination
services.
• Continue expanding our presence across different customer
segments, booking channels and distribution channels.
• Benefit from attractive M&A opportunities.
B.4a. Most significant recent trends affecting the issuer and
the industries in which it operates.
Our business has been, and may continue to be, affected by the
following factors, trends and changes in the global economy in
general and the travel industry in particular:
• economic cycles influenced by macroeconomic conditions and
other factors outside our control, which cycles and factors
affect
-
4
demand for travel products, including our own;
• increased internet penetration and, accordingly, online travel
penetration;
• our ability to compete with new and existing market
participants with the strength of our brands, technology and
marketing track record, together with our acquisition of
Liligo;
• trend towards travel bookings on mobile devices;
• fragmentation of the European travel industry due to the high
number of countries, languages, currencies, tax and regulatory
environments leading to localized competition;
• our continued ability to maintain our supplier relationships
and to continue to access a supplier with which we do not have a
formal relationship through our systems; and
• increased regulation affecting our business, including the
European Economic Community Council Directive on Package Travel,
Package Holidays and Package Tours imposing various obligations
upon us.
B.5. Description of the group and the issuer’s position within
the group.
The Company, with its registered office in Luxembourg, is the
parent holding company of eDreams ODIGEO. The following chart
provides an overview (in simplified form) of our subsidiaries as of
the date of the prospectus.
-
5
-
6
B.6. Persons who, directly or indirectly, have a (notifiable)
interest in the issuer’s capital or voting rights or have control
over the issuer.
As of the date of this prospectus, the following shareholders
have a (notifiable) interest in the Company’s capital or voting
rights in that they hold 5% or more of the Shares:
(1) A vehicle wholly owned by funds advised by Permira Asesores,
S.L. or affiliated entities (such funds, the “Permira Funds”).
Permira IV Continuing LP2 directly holds 68.42% of the share
capital Luxgoal 3 S.à r.l.
(2) A fund managed by Ardian.
(3) Total share capital reflects the issuance of 4,878,049
Shares by the Company, which Shares are being sold in the
Offering.
Shareholder
Number of
Shares owned
Percentage of
share capital(3)
Luxgoal 3 S.à
r.l.(1)................................................................48,472,569
46.2% AXA LBO Fund IV FCPR(2)
................................26,167,103 25.0%
B.7. Selected historical key financial information.
The summary financial information as of December 31, 2013 and
for the nine months ended December 31, 2013 and 2012, as of and for
the years ended March 31, 2013 and 2012 and as of March 31, 2011
and for the period from February 14, 2011 to and including March
31, 2011 presented below has been derived from:
• the consolidated financial statements of the Company and its
subsidiaries as of December 31, 2013 and for the nine-month periods
ended December 31, 2013 and December 31, 2012, respectively (the
“Consolidated Interim Financial Statements”), which are
unaudited;
• the consolidated financial statements of the Company and its
subsidiaries as of and for the years ended March 31, 2013 and March
31, 2012, respectively (the “Consolidated Annual Financial
Statements”), which have been audited by Deloitte Audit S.à r.l.,
our independent auditors; and
• the unconsolidated financial statements of the Company as of
March 31, 2011 and for the period from February 14, 2011 to and
including March 31, 2011 (the “Unconsolidated 2011 Financial
Statements”), which have been audited by Deloitte Audit S.à r.l.,
our independent auditors.
As the following summary financial information has been derived
from, and is not fully reflecting, the Consolidated Interim
Financial Statements, the Consolidated Annual Financial Statements
and the Unconsolidated 2011 Financial Statements, it is by its
nature incomplete.
-
7
Consolidated Income Statement Data
For the nine months ended December 31,
For the year ended March 31,
2013 2012 2013 2012
(unaudited) (audited)
(in thousand €)
Revenue
........................................................................................
355,957 355,698 479,549 423,543 Operating profit/(loss)
...................................................................
49,502 54,869 63,360 15,863 Financial and similar income and
expenses .................................... (46,953) (45,515)
(83,141) (72,356)Profit/(loss) before taxes
................................................................
2,549 9,322 (19,781) (56,493)Income tax
....................................................................................
(11,677) (7,212) (3,617) (7,763)Profit and loss attributable to the
parent company .......................... (9,128) 2,178 (23,330)
(64,256)
Consolidated Statement of Financial Position Data
As of December 31,
As of March 31,
2013 2013 2012
(unaudited) (audited)
(in thousand €)
Assets: Non-current assets
..........................................................
1,206,347 1,219,494 1,236,940
Current assets
................................................................................
167,046 281,478 270,913
Total Assets
..................................................................................
1,373,393 1,500,972 1,507,853
Equity and liabilities: Shareholder’s equity (parent company)
.......................................... 366,171 376,609 387,228
Non-current liabilities
....................................................................
715,046 705,986 680,929
Current liabilities
...........................................................................
292,176 418,377 439,696
Total Equity and
Liabilities.........................................................
1,373,393 1,500,972 1,507,853
Consolidated Cash Flow Statement Data
For the nine months ended December 31,
For the year ended March 31,
2013 2012 2013 2012
(unaudited) (audited)
(in thousand €)
Consolidated loss for the year
................................................... (9,128) 2,178
(23,330) (64,256)Net cash from operating activities
............................................. (13,236) 16,128
107,484 95,929 Net cash flow from/(used) in investing activities
....................... (28,395) (12,420) (18,335) (420,121)Net
cash flow from/(used) in financing activities
....................... (30,882) (43,532) (50,413) 370,738
Net increase/(decrease) in cash and cash equivalent
.............. (72,513) (39,824) 38,736 46,546
Cash and cash equivalents at beginning of period
...................... 159,157 119,346 119,345 72,022
Effect of foreign exchange rate changes
.................................... (1,481) 526 1,074 778
Cash and cash equivalents at end of period
........................... 85,163 80,048 159,155 119,346
Cash at the closing Cash
.........................................................................................
89,649 87,035 159,201 119,443
-
8
For the nine months ended December 31,
For the year ended March 31,
2013 2012 2013 2012
(unaudited) (audited)
(in thousand €)
Bank facilities and
overdrafts....................................................
(4,486) (6,987) (46) (97)
Cash and cash equivalents at end of period
........................... 85,163 80,848 159,155 119,346
Unconsolidated 2011 Profit and Loss Account Data
For the period from February 14, 2011 to and including March
31,
2011
(audited)
(in €)
Charges Value adjustments in respect of
Formation expenses and tangible and intangible fixed assets(1)
............................................................ 141
Other operating charges(2)
......................................................................................................................
16,082 Interest payable and other financial charges
Other interest and charges
..................................................................................................................
150
Other tax not shown under the above heading
........................................................................................
1,575
Total Charges
......................................................................................................................................
17,948
Income
Loss for the
period.................................................................................................................................
17,948
Total Income
........................................................................................................................................
17,948
(1) Relates to amortization of formation expenses by 20% in the
period from February 14, 2011 to and including March 31, 2011 by
20% from €1,407 as of February 14, 2011 to €1,266 as of March 31,
2011.
(2) Other operating charges relates to the Company’s ordinary
costs of conducting its business.
Unconsolidated 2011 Balance Sheet Data
As of March 31,
2011
(audited)
(in €)
Assets Formation expenses
...............................................................................................................................
1,266 Fixed assets
Financial assets Shares in affiliated undertakings(1)
.................................................................................................
31,000
Current assets
Cash at bank, cash in postal cheque accounts, cheques and cash
in hand ............................................. 1,443
Total Assets
..........................................................................................................................................
33,709
-
9
As of March 31,
2011
(audited)
(in €)
Liabilities Capital and reserves
Subscribed capital(2)
...........................................................................................................................
34,000
Loss for the financial period
...............................................................................................................
(17,948)
16,052 Non-subordinated debt
Trade creditors
due in one year or less
...................................................................................................................
17,657
Total Liabilities
...................................................................................................................................
33,709
(1) Relates to the holding of 3,099,997 ordinary shares in,
representing 99.99% of share capital of, Geo Travel Finance
S.C.A.
(2) Relates to the Company’s share capital, which as of March
31, 2011 was €34,000, split into 3,400,000 shares with a par value
of €0.01 each.
Unconsolidated 2011 Cash Flow Statement Data
For the period from
February 14, 2011 to and including March 31, 2011
(audited)
(in €)
Net Profit / (Loss)
............................................................................................................................
(17,948) Value adjustment in respect of formations expenses,
tangibles and intangible fixed assets .................. 141
Changes in working capital
................................................................................................................
17,657 Net cash from operating activities
...................................................................................................
(150) Acquisitions of financial assets
..........................................................................................................
(31,000) Net cash flow from / (used) in investing activities
...........................................................................
(31,000) Proceeds of issue of shares (net of formation expenses)
......................................................................
32,593 Net cash flow from / (used) in financing activities
..........................................................................
32,593 Net increase / (decrease) in cash and cash equivalents
........................................................................
1,443
Cash and cash equivalents at beginning of period
...............................................................................
–
Cash and cash equivalents at end of period
....................................................................................
1,443
-
10
Significant changes
to the issuer’s financial condition and operating results.
The following is a summary description of significant changes in
the Company’s financial condition and operating results, as
measured by “Bookings” (which refers to the number of transactions
under the agency model and the principal model as well as
transactions made via our white label distribution and sourcing
partners; one booking can encompass one or more products and one or
more passengers), Revenue Margin, “Recurring EBITDA” (which refers
to profit/(loss) before financial and similar income and expenses,
income tax, depreciation and amortization and profit/loss on
disposals of non-current assets, certain share-based compensation,
expenses related to the Combination and other income and expense
items which are considered by management to not be reflective of
our ongoing operations), for the nine months ended December 31,
2013 and 2012 and the years ended March 31, 2013 and 2012.
Bookings, Revenue Margin and Recurring EBITDA are non-generally
accepted accounting principles measures, which are not accounting
measures as defined by IFRS. Each has limitations as an analytical
tool, and you should not consider them in isolation, or as a
substitute for, or superior to, an analysis of our results as
reported under IFRS.
Our key operating metrics and results of operations for the year
ended March 31, 2012 include the results of the Opodo group for
nine months only.
Significant Changes since December 31, 2013
There has been no significant change in the financial or trading
position of the Company since December 31, 2013.
Comparison of the nine months ended December 31, 2013 and
2012
Bookings increased by 1.0 million, or 15.3%, to 7.3 million in
the nine months ended December 31, 2013, from 6.3 million in the
nine months ended December 31, 2012, principally due to the
significant increase in Bookings following the migration of the
multiple former separate operational platforms into one unified
platform (the “One Platform”).
Revenue Margin increased by €43.8 million, or 16.3%, to €311.9
million in the nine months ended December 31, 2013, from €268.1
million in the nine months ended December 31, 2012, principally due
to the significant increase in Bookings by 9.4%, as Revenue Margin
per Booking remained fairly stable over the period.
Recurring EBITDA increased by €8.7 million, or 10.8%, to €89.1
million in the nine months ended December 31, 2013 from €80.3
million in the nine months ended December 31, 2012, principally due
to the increase in Revenue Margin. This was partly offset by higher
marketing expenditures and merchant costs principally driven by
tactical marketing measures to increase our growth and further
increased expenditures in respect of our operating infrastructure,
in particular higher IT and personnel costs to support our
growth
-
11
strategy.
Comparison of the years ended March 31, 2013 and 2012
Bookings increased by 1.0 million, or 12.9%, to 8.7 million in
the year ended March 31, 2013 from 7.7 million in the year ended
March 31, 2012, principally due to the acquisition by a subsidiary
of the Company of 100% of the share capital of Opodo from Amadeus
IT Group, S.A. (the “Opodo Acquisition”) as well as increased sales
of “Direct Connect” (which refers to proprietary technology we use
to distribute certain network and low-cost carrier flight products
without the intermediation of a global distribution system or
“GDS”) flight products (reflecting the continued trend towards an
increasing proportion of Direct Connect flights in our product
mix), “multi-GDS flight products” (which refers to products whereby
the components (e.g., the outbound flight and the inbound flight)
are sourced via different GDSs) and “net fare flight products”
(which refers to flight products the fares of which are negotiated
with airlines). Our geographical expansion into new markets (39
countries as of March 31, 2013 compared to 29 countries as of March
31, 2012) and higher volumes of travel products sold in certain
regions, in particular in France, the United Kingdom, the Nordics
(albeit from a relatively low base in the Nordics) and, to a lesser
extent, in Italy. The increase in Bookings in the year ended March
31, 2013 was partly offset by lower sales in Spain and Germany, in
particular in Spain, reflecting lower consumer demand principally
due to adverse economic conditions in those countries.
Revenue Margin increased by €53.3 million, or 16.7%, to €373.0
million in the year ended March 31, 2013, from €319.7 million in
the year ended March 31, 2012, principally due to the Opodo
Acquisition, as well as the higher sales volumes as described above
under “—Bookings” and a higher average Revenue Margin per Booking.
Our higher average Revenue Margin per Booking was principally a
result of higher service fees and insurance revenue from our
customers despite an