DO & CO Restaurants & Catering Aktiengesellschaft (a joint stock company under the laws of Austria, registered number FN m)

Transcription

1 DO & CO Restaurants & Catering Aktiengesellschaft (a joint stock company under the laws of Austria, registered number FN m) Offering of 2,700,196 ordinary bearer shares (with no par value) and up to 405,030 ordinary bearer shares (with no par value) to cover over-allotments Listing of 1,948,800 ordinary bearer shares (with no par value) on the Official Market of the Vienna Stock Exchange and 9,744,000 ordinary bearer shares (with no par value) on the Istanbul Stock Exchange This is an offering of an aggregated amount of up to 3,105,226 ordinary bearer shares (the Offered Shares ), each representing a calculated notional amount of EUR 2.00 of the share capital of DO & CO Restaurants & Catering Aktiengesellschaft, consisting of 1,948,800 new shares from a capital increase (the Offered New Shares ), 147,078 treasury shares (the Offered Treasury Shares ), 604,318 existing shares (the Offered Existing Shares ) offered by Attila Dogudan Privatstiftung and DZR Immobilien und Beteiligungs GmbH (the Principal and Selling Shareholders ) and up to 405,030 existing shares offered by the Principal and Selling Shareholders for the purpose of covering over-allotments (the Offered Additional Shares ). The shareholders of DO & CO Restaurants & Catering Aktiengesellschaft (the Company or DO & CO ) are entitled to exercise their subscription rights to subscribe for the Offered New Shares and the Offered Treasury Shares (the Rights Offering ). Such Offered New Shares and Offered Treasury Shares for which subscription rights are not exercised in the Rights Offering (the Rump Shares ) as well as the Offered Existing Shares and the Offered Additional Shares will be offered in (i) a public offering to retail and institutional investors in the Republic of Turkey (the Turkish Public Offering ) and (ii) a non-public offering outside of the Republic of Turkey and the United States of America (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act )) to selected institutional investors in reliance on Regulation S under the Securities Act and other applicable exemptions (the International Institutional Offering ). The offerings referred to in (i) and (ii) are hereinafter referred to as the Global Offering, and together with the Rights Offering as the Offering. Shareholders exercising their subscription rights will be entitled to 4 Offered New Shares and/or Offered Treasury Shares for every 15 outstanding shares held. Shareholders may exercise their subscription rights during the subscription period which begins on 12 November 2010, and ends on 26 November 2010 (the Subscription Period ), and which may be extended or terminated at any time. Subscription rights not exercised by the end of the Subscription Period will expire. The offer period during which institutional investors outside the Republic of Turkey and the United States of America may submit formal bids for the purchase of Offered Shares in the International Institutional Offering begins on 25 November 2010 and ends on 26 November 2010, and may be extended or terminated at any time (the International Offer Period ). The offer period during which retail and institutional investors in the Republic of Turkey may offer to purchase the Offered Shares begins on 25 November 2010 and ends on 26 November 2010 (the Turkish Offer Period ). The Offered New Shares and the Offered Treasury Shares will be offered in the Rights Offering at the same price as the Offered Shares in the Global Offering (the Offer Price ). Maximum Offer Price: EUR per Offered Share The final Offer Price will be determined by the Company in consultation with İş Yatırım Menkul Değerler A.Ş. (the Sole Bookrunner ) on the basis of a book-building process and may be higher than the price of the Company s existing ordinary bearer shares (the Existing Shares ) on the Vienna Stock Exchange (Wiener Börse) (the VSE ) at any time prior to and including the day when the final Offer Price will be determined which is expected to be on or about 26 November The Company s Existing Shares are listed on the Official Market (Amtlicher Handel) of the VSE under the symbol DOC and traded in the Prime Market segment. It is expected that the Offered New Shares will be traded in the Prime Market segment of the VSE starting on or about 2 December 2010 and that the Existing Shares and the Offered New Shares (together the Shares ) will be listed on the Istanbul Stock Exchange (İstanbul Menkul Kıymetler Borsası) (the ISE ) under the symbol DOCO and traded starting on or about 2 December The closing price of the Company s Existing Shares on the VSE on 5 November 2010 was EUR per share. The Offered Additional Shares may be sold by the Principal and Selling Shareholders on the Closing Date (as defined below) for the purpose of covering over-allotments. The Sole Bookrunner may (but is under no obligation to) conduct transactions with a view to supporting the market price of the Shares at levels above those which might otherwise prevail in the open market as described under Chapter 4.9 Stabilisation and overallotment. THIS PROSPECTUS HAS BEEN APPROVED BY THE AUSTRIAN FINANCIAL MARKET AUTHORITY (FMA) IN ITS CAPACITY AS COMPETENT AUTHORITY UNDER THE AUSTRIAN CAPITAL MARKETS ACT. THE ACCURACY OF THE INFORMATION CONTAINED IN THIS PROSPECTUS DOES NOT FALL WITHIN THE SCOPE OF EXAMINATION BY THE FMA UNDER APPLICABLE AUSTRIAN LAW. THE FMA EXAMINES THE PROSPECTUS ONLY IN RESPECT OF ITS COMPLETENESS, COHERENCE AND COMPREHENSIBILITY PURSUANT TO SECTION 8A OF THE CAPITAL MARKETS ACT. THIS PROSPECTUS DOES NOT SERVE ANY PURPOSE IN THE CONTEXT OF THE TURKISH PUBLIC OFFERING AND THE LISTING OF THE SHARES ON THE ISE. NEITHER THE APPROVAL OF THIS PROSPECTUS BY THE FMA NOR THE FILING OF THIS PROSPECTUS WITH THE VSE CONSTITUTE AN APPROVAL OF OR A LEGAL BASIS FOR THE TURKISH PUBLIC OFFERING AND/OR THE LISTING OF THE SHARES ON THE ISE. AN INVESTMENT IN THE OFFERED SHARES CARRIES A HIGH DEGREE OF RISK. SEE RISK FACTORS BEGINNING ON PAGE 29 TO READ ABOUT FACTORS THAT SHOULD BE CONSIDERED BEFORE EXERCISING THE SUBSCRIPTION RIGHTS AND INVESTING IN THE OFFERED SHARES. The subscription rights and the Offered Shares have not been and will not be registered under the Securities Act. Consequently, subscription rights may be exercised only by or on behalf of shareholders outside the United States in reliance on Regulation S under the Securities Act or with any securities regulatory authority of any state of the United States. The Offered Shares may not be offered or sold within the United States, and may be offered or sold outside the United States only in reliance on Regulation S under the Securities Act. For a description of certain restrictions on offers, sales and transfers of the Offered Shares and the distribution of this Prospectus, see Chapter 20 Selling Restrictions. The Offered New Shares will be represented by a global share certificate, which will be deposited with Oesterreichische Kontrollbank Aktiengesellschaft ( OeKB ). Interests in the Offered Shares will be credited on or about 1 December 2010 (the Closing Date ) against payment therefor, to the accounts of investors through the book-entry facilities of OeKB, Euroclear Bank S.A./N.V., as operator of the Euroclear System, Clearstream Banking, société anonyme and Merkezi Kayıt Kuruluşu A.Ş. ( CRA ). Sole Global Coordinator and Sole Bookrunner İş Yatırım Menkul Değerler A.Ş. Co-Lead Managers Erste Group Bank AG Renaissance Capital Limited WOOD & Company Financial Services, a.s. The date of this Prospectus is 26 November 2010

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3 This document comprises a Prospectus for the purposes of the listing of the Offered New Shares on the Official Market of the VSE. This Prospectus does not serve any purpose in the context of the Turkish Public Offering and the listing of the Shares on the ISE. For the Turkish Public Offering and the listing of the Shares on the ISE a separate Turkish offering circular (Izahname) has been prepared in compliance with applicable Turkish securities and capital markets laws (the Turkish Offering Circular ). This Prospectus has been prepared in accordance with Commission Regulation (EC) No 809/2004 ( Regulation 809/2004 ) of 29 April 2004 and with the requirements of the Austrian Capital Markets Act (Kapitalmarktgesetz). This Prospectus has been approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde). This Prospectus will be filed as a listing prospectus (Börseprospekt) with the VSE in accordance with the Austrian Stock Exchange Act (Börsegesetz) in connection with the listing application for the 1,948,800 Offered New Shares on the Official Market (Amtlicher Handel) of the VSE, and will be filed with the filing office (Meldestelle) at OeKB in accordance with the Austrian Capital Markets Act. Neither the approval of this Prospectus by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde) nor the filing of this Prospectus with the VSE constitute an approval of or a legal basis for the Turkish Public Offering and/or the listing of the Shares on the ISE. No person is or has been authorised to give any information or to make any representation in connection with the offer or sale of the Offered Shares, other than as contained in this Prospectus, and, if given or made, any other information or representation must not be relied upon as having been authorized by the Company or the Managers. Notwithstanding the statutory obligation to issue a supplement to this Prospectus pursuant to section 6 of the Capital Markets Act (Kapitalmarktgesetz) in case that between the date of the approval of this Prospectus and the date of admission of the Shares to trading on the ISE a material new fact arises or materially incorrect or inaccurate statements in this Prospectus are detected, the delivery of this Prospectus at any time after the date hereof shall not, under any circumstances, create any implication that there has been no change in the affairs of the DO & CO Group since the date hereof or that the information set out in this Prospectus is correct as at any time since its date. The Managers make no representation or warranty, expressed or implied, as to the accuracy or completeness of the information in this Prospectus, and nothing in this Prospectus is, or shall be relied upon as, a promise or representation by the Managers. The proceeds from the sale of the Offered Additional Shares or, if no or not all of the Offered Additional Shares are sold, funds from the sale of the Offered Existing Shares (calculated to be an amount equal to 13.04% of the gross proceeds of the Offering) (in each case, the Stabilisation Funds ) are allocated to the Sole Bookrunner acting as stabilisation manager (the "Stabilisation Manager'') on behalf of the Managers to conduct transactions with a view to supporting the market price of the Shares at levels above those which might otherwise prevail in the open market ("Stabilisation Measures''). The Stabilisation Manager may effect Stabilisation Measures in Turkey and, through an intermediary, in Austria. Such transactions in Turkey may be effected on the ISE only, whereas in Austria Stabilisation Measures may be effected on the VSE or in the over-thecounter market. There is no obligation on the part of the Sole Bookrunner to effect any Stabilisation Measures and any stabilising, if commenced, may be discontinued at any time. Under the applicable laws, Stabilisation Measures must be brought to an end (a) in Austria 30 calendar days after the date of the allocation of the Offered Shares (the VSE Stabilisation Period ) and (b) in Turkey 30 calendar days after the first trading day of the Shares on the ISE (the "ISE Stabilisation Period'') but upon expiry of either the VSE or the ISE Stabilisation Period the Stabilisation Manager will end any Stabilisation Measures both in Austria and Turkey and return to the Principal and Selling Shareholders (i) if no Stabilisation Measures were conducted, the total amount of Stabilisation Funds less the agreed fees, or (ii) if Stabilisation Measures were conducted, the purchased Shares (at the final Offer Price) together with the remaining amount of Stabilisation Funds. See Chapter 4.9 "Stabilisation and over-allotment'' for details of the Stabilisation Measures. 3

4 Within one week after the end of the VSE Stabilisation Period, a notification will be published in the Official Gazette (Amtsblatt zur Wiener Zeitung) announcing whether any Stabilisation Measures have been effected, the date on which Stabilisation Measures were first effected and the date of the last Stabilisation Measure, as well as the range of prices within which Stabilisation Measures have been effected. With regard to Stabilisation Measures undertaken on the ISE the Sole Bookrunner will, on the working day following the end of the ISE Stabilisation Period, publicly disclose through the Turkish Public Disclosure Platform (KAP) whether any Stabilisation Measures have been effected, the date on which Stabilisation Measures were first effected and the date of the last Stabilisation Measure, as well as information on the date, the number of Shares and the value of each Stabilisation Measure. If stabilisation is terminated prior to the expiry of the ISE Stabilisation Period, the Sole Bookrunner will disclose such information through the KAP on the same day including an explanation why stabilisation has been terminated early. The distribution of this Prospectus and the offer and sale of the Offered Shares offered hereby may be restricted by law in certain jurisdictions. Persons in possession of this Prospectus are required to inform themselves about, and to observe, any such restrictions. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any of the Offered Shares offered hereby in any jurisdiction in which such offer or invitation would be unlawful. 4

5 TABLE OF CONTENTS 1 Important Information Definitions Forward-looking statements Presentation of financial and other information Financial information Unaudited operating information Industry and market data Exchange rate information Additional information Documents available for inspection Summary The DO & CO Group Business Strengths Strategy The Offering Use of Proceeds Summary of Risk Factors Risks relating to the DO & CO Group's business Regulatory Risk Risks Relating to the Offering, the Shareholder Structure and the Shares Risks Relating to Turkey Summary of Consolidated Financial Information Risk Factors Risks Relating to the DO & CO Group s Business Regulatory Risks Risks Relating to the Offering, the Shareholder Structure and the Shares Risks Relating to Turkey The Offering Subject Matter of the Offering Maximum Offer Price and final Offer Price Rights Offering Subscription Period Subscription Ratio Exercise of Subscription Rights

6 4.4 Global Offering International and Turkish Offer Periods Purchase bids Allocation Participation of the Principal and Selling Shareholders in the Offering Extension of Subscription Period and the International and Turkish Offer Period; Termination of the Offering Delivery and Settlement Admission to Stock Exchanges and Commencement of Trading Listing on the Vienna Stock Exchange Listing on the Istanbul Stock Exchange Stabilisation and over-allotment Transferability of the Shares Lock-up Agreements Market Maker Use of Proceeds The DO & CO Share and its listings General The Vienna Stock Exchange Organization and Market Segments Trading and Settlement The Istanbul Stock Exchange Organization and Market Segments Trading and Settlement Share Price Development Dividend Policy Capitalization Dilution Selected Consolidated Financial Information and Operating Data Operating and Financial Review Key factors affecting the business of the DO & CO Group Developments in the airline industry in general Customer concentration General economic conditions in Austria, Turkey, and other major economies in Europe, North America and Asia Developments in the tourism industry in Austria and the Group s other major markets Seasonal fluctuations

7 Unforeseen events like terrorist attacks, natural catastrophes or political unrest Fluctuations in earnings due to the impact of major one-off contracts Foreign currency fluctuations and exchange rate effects Impact of at-cost-sales Workforce developments and increases in average wages Acquisitions, significant new contracts and opening of new units Risk management Trends specific to the airline industry Terrorism and political unrest Economic developments Hygiene Personnel Legal and compliance Foreign currency management Liquidity management Customer defaults Interest rate management Critical accounting and valuation policies Comparison of the six months periods ending 30 September 2010 and 30 September Income statement for the Group (consolidated results) Airline Catering division International Event Catering division Restaurants, Lounges & Hotel division Comparison of financial years ending 31 March 2010 and 31 March Income statement for the Group (consolidated results) Airline Catering division International Event Catering division Restaurants, Lounges & Hotel division Comparison of financial years ending 31 March 2009 and 31 March Income statement for the Group (consolidated results) Airline Catering division International Event Catering Division Restaurants, Lounges & Hotel Division Liquidity and capital resources Overview Cash flow Composition of the balance sheet data as of 30 September Capital resources Working Capital Statement

8 11.8 Investments in progress and principal future investments Recent Developments and Outlook Industry Overview General General macroeconomic trends Airline Catering: market and competition Overview of global airline industry Austrian air traffic market Regional growth and special focus on the Turkish air traffic market Overview of global airline catering industry Major players in airline catering Airline catering market in Austria Airline catering market in Turkey Airline catering market in Germany Airline catering market in Italy Other airline catering markets International Event Catering: market and competition Restaurants, Lounges & Hotel: market and competition Business Introduction Strengths Strategy The Company and the structure of the Group Production/infrastructure Airline Catering division Range of services Customers in Airline Catering International Event Catering division Range of services Key customers in International Event Catering Restaurants, Lounges & Hotel division Restaurants and bars Airport lounges Hotel Staff restaurants Intellectual property Employment matters Real property Headquarters of the DO & CO Group in Vienna SKY GOURMET premises at the Vienna International Airport

9 TURKISH DO & CO premises at Turkish airports DO & CO LONDON premises adjacent to the London/Heathrow airport Other material leases of the DO & CO Group in Vienna Other material leases of the DO & CO Group in Istanbul Other leased property Owned property Insurance Material contracts Joint venture agreement with THY Airline catering agreements Other catering agreements Lease agreements Financing contracts Litigation and administrative proceedings Regulatory Framework General regulatory framework applicable to all divisions Food safety Hygiene management Environmental issues/waste management Specific regulatory framework applicable to the Airline Catering division Permits and licences Litigation and administrative proceedings in relation to permits and licenses The Company General information about the Company Legal and commercial name, registered seat, financial year, duration Corporate history Corporate purpose Group structure Significant subsidiaries Auditors Notices Paying agent and depository Description of the share capital of the Company Share capital and Shares Development of the share capital since Authorized capital Capital Increase in connection with the Offering Authorisation to issue convertible bonds and other financial instruments and conditional capital

10 Conversion and option rights Form and certification of the Shares General provisions regarding a change of the share capital Treasury Shares General provisions regarding subscription rights Dissolution Liquidation rights Principal shareholders Shareholder structure Participation of the Principal and Selling Shareholders in the Offering Controlling Interests Management and Corporate Governance General Management Board (Vorstand) Senior Managers Supervisory Board (Aufsichtsrat) Duty of loyalty and care Certain additional information about board members General shareholders meeting Dividend rights Compliance with the Austrian Code of Corporate Governance Related Party Transactions and Certain Relationships Certain relationships Related party transactions Lease and financing agreements with RLB NÖ-WIEN Lease agreements with PS DOGUDAN Agreements with THY Agreements with UNIQA Consulting and legal services provided by members of the Supervisory Board Shares held by board members in the Company and other companies of the Group Activities of members of the Management Board in companies other than the Company Regulation of the Austrian and Turkish Securities Markets Regulation of the Austrian Securities Markets General Notification and Disclosure of Shareholdings Insider Trading & Ad-hoc Information Market Manipulation Takeover Regulation

11 17.2 Regulation of the Turkish securities markets Regulation of foreign shares registered with the CMB and rights and ongoing obligations in connection therewith Disclosure of special events and beneficial ownership interests in shares Insider trading & market manipulation Mandatory offer Taxation Certain Austrian tax consequences for holders of Shares General Taxation of dividends Taxation of capital gains Inheritance and gift tax Capital contribution tax Certain Turkish tax consequences for holders of Shares General Tax status of shareholders Taxation of capital gains Taxation of dividends Foreign tax credit Stamp tax Other taxes Tax treaties Underwriting Description of underwriting arrangements Commissions Termination, indemnity Other relationships Selling restrictions Investors representations and restrictions on resale United Kingdom European Economic Area Glossary Statement pursuant to commission regulation (EC) no 809/2004 of 29 April 2004 and pursuant to section 8 para 1 Capital Market Act German Translation of the Summary/Zusammenfassung

12 1 Important Information 1.1 Definitions In this document, references to the Prospectus are to this document, references to the DO & CO Group or the Group are to DO & CO Restaurants & Catering Aktiengesellschaft together with its consolidated subsidiaries, and references to the Company or DO & CO are to DO & CO Restaurants & Catering Aktiengesellschaft. For frequently used abbreviations see Chapter 21 Glossary. 1.2 Forward-looking statements This Prospectus contains certain forward-looking statements relating to the Company s and/or the DO & CO Group s business, its financial performance and results, and the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words believes, expects, predicts, intends, projects, plans, estimates, aims, foresees, anticipates, targets, and similar expressions. Such statements reflect Management s current views with respect to future events and are subject to risks and uncertainties. In this Prospectus, forward-looking statements include statements relating to: the Group s implementation of its strategic initiatives; the development of aspects of the Group s results of operations; certain financial targets the Group has set for itself; Management s expectations of the impact of risks that affect the Group s business, including those set forth below under Chapter 3 Risk Factors ; and other statements relating to the Group s future business development and economic performance and general economic trends and developments. Management bases these forward-looking statements on its current plans, estimates, projections and expectations. These statements are based on certain assumptions that, although reasonable at this time, may prove to be erroneous. Investors should not place undue reliance on these forward-looking statements. Many factors could cause the Group s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forwardlooking statements. These factors include: Developments in the airline industry in general as well as passenger volumes of the group s key airline customers; changes in economic conditions; terrorist attacks, military conflicts and pandemic diseases; strikes or other labor conflicts; other factors that are discussed in more detail under Risk Factors and Operating and Financial Review below; and factors that are not known to the Group s management at this time. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, events described in this Prospectus might not occur or actual results may deviate materially from those described in this Prospectus as anticipated, believed, estimated or expected, and the Group may not be able to achieve its financial targets and strategic objectives. Other than required by section 6 of the Capital Markets Act, the Company does not intend, and does not assume any obligation, to update industry information or forward-looking statements set forth in this Prospectus. 12

13 1.3 Presentation of financial and other information Financial information The audited consolidated financial statements of the Company as of, and for the years ended, 31 March 2010, 2009 and 2008, in the English language (including the notes thereto, the Audited Annual Consolidated Financial Statements ), and the audited interim consolidated financial statements of the Company as of, and for the six months ended, 30 September 2010, including comparable figures for 30 September 2009, in the English language (including the notes thereto, the Audited Interim Consolidated Financial Statements and together with the Audited Annual Consolidated Financial Statements, the Audited Consolidated Financial Statements ) are incorporated by reference into this Prospectus and are defined herein as the Documents Incorporated by Reference. English translations of the auditors reports (Bestätigungsvermerke) issued in compliance with Austrian law are included as part of the Audited Consolidated Financial Statements. The Documents Incorporated by Reference have been filed with the FMA and will be available at the Company s corporate headquarters at A-1110 Vienna, Dampfmühlgasse 5 during normal business hours for 12 months from the date of this Prospectus, see Documents Available for Inspection. The Audited Consolidated Financial Statements may also be inspected on the following special website of the Company: DO & CO Interim Financial Report 2010/2011: the audited interim consolidated financial statements as of, and for the six months ended, 30 September 2010 (the Audited Interim Consolidated Financial Statements 2010/2011 ): DO & CO Consolidated Statement of Financial Position as of 30 September 2010, page 22; DO & CO Consolidated Income Statement for the six months ended 30 September 2010, page 22; DO & CO Consolidated Cash Flow Statement as of 30 September 2010, page 23; DO & CO Consolidated Statement of Changes in Shareholders Equity as of 30 September 2010, page 24; DO &CO Consolidated Statement of Income and Accumulated Earnings as of 30 September 2010, page 24; DO & CO List of Subsidiaries, page 25; DO & CO Notes to the Consolidated Financial Statements as of 30 September 2010, pages 26-52; Auditor s Opinion and Auditor s Report, pages 53-54; DO & CO Annual Financial Report 2009/2010: the audited annual consolidated financial statements as of, and for the year ended, 31 March 2010 (the Audited Annual Consolidated Financial Statements 2009/2010 ): DO & CO Consolidated Statement of Financial Position 2009/2010, page 34; DO & CO Consolidated Income Statement 2009/2010, page 35; DO & CO Consolidated Cash Flow Statement 2009/2010, page 36; DO & CO Consolidated Statement of Changes in Shareholders Equity 2009/2010, page 37; DO & CO Consolidated Statement of Comprehensive Income 2009/2010, page 37; DO & CO List of Subsidiaries, page 38; DO & CO Notes to the Consolidated Financial Statements 2009/2010, pages 39-65; Auditor s Opinion and Auditor s Report, pages 68-69; DO & CO Annual Financial Report 2008/2009: the audited annual consolidated financial statements as of, and for the year ended, 31 March 2009 (the Audited Annual Consolidated Financial Statements 2008/2009 ): DO & CO Consolidated Balance Sheet 2008/2009, page 35; DO & CO Consolidated Income Statement 2008/2009, page 36; DO & CO Consolidated Cash Flow Statement 2008/2009, page 37; DO & CO Consolidated Statement of Changes in Shareholders Equity 2008/2009, page 38; DO & CO List of Subsidiaries, page 39; DO & CO Notes to the Consolidated Financial Statements 2008/2009, pages 40-66; Independent Auditor s Report, page 70-71; DO & CO Annual Financial Report 2007/2008: the audited annual consolidated financial statements as of, and for the year ended, 31 March 2008 (the Audited Annual Consolidated Financial Statements 2007/2008 ): DO & CO Consolidated Balance Sheet 2007/2008, page 31; DO & CO Consolidated Income Statement 13

14 2007/2008, page 32; DO & CO Consolidated Cash Flow Statement 2007/2008, page 33; DO & CO Consolidated Statement of Changes in Shareholders Equity 2007/2008, page 34; DO & CO List of Subsidiaries, page 35; DO & CO Notes to the Consolidated Financial Statements 2007/2008, pages 36-62; Independent Auditor s Report, pages The Audited Consolidated Financial Statements were audited by PKF Centurion Wirtschaftsprüfungsgesellschaft mbh. The DO & CO Group has prepared the Audited Consolidated Financial Statements contained herein in accordance with International Financial Reporting Standards ( IFRS ). The Company s management reports (Lagebericht) are available for inspection at the Company s corporate headquarters at A-1110 Vienna, Dampfmühlgasse 5. The Audited Consolidated Financial Statements (including the accompanying notes) incorporated herein by reference are translations of the original German language documents. Certain numerical information and other amounts and percentages presented in this Prospectus may not sum-up due to rounding. In addition, certain figures in this document have been rounded to the nearest whole number Unaudited operating information Unaudited operating information in relation to the business of the DO & CO Group included in the Prospectus is derived from the following sources: (i) management accounts for the relevant accounting periods presented; and (ii) internal financial reporting systems supporting the preparation of financial statements. These management accounts are prepared using information derived from accounting records used in the preparation of the financial statements of the DO & CO Group, but may also include certain management assumptions and analyses Industry and market data This Prospectus contains information from third parties in the form of industry and market data as well as statistics and calculations derived from industry reports and studies, market research reports, publicly available information and commercial publications. Such third party sources include the following publications, statistics and surveys: European Economic Forecast European Commission Forecast Spring 2010, EUROSTAT, http//epp.eurostat.ec.europa.eu, subpage Real GDP growth rate EUROSTAT, EUROSTAT, STATISTIK AUSTRIA, 20 April 2010, Kommerzieller Luftverkehr gegliedert nach Flugbewegungen und Fluggästen, STATISTIK AUSTRIA, 30 July 2010, Kommerzieller Luftverkehr nach Flugbewegungen und Fluggästen 1. Quartal Quartal 2010, Vienna International Airport, Annual Report 2009, 14

15 IATA, Financial Forecast Report June 2010, IATA, Air Transport Market Analysis, July 2010, DATAMONITOR: Global Airlines Industry Profile, published: December 2009 EUROMONITOR International: Travel and Tourism Forecast, published: November 2009 World Economic Outlook Update of the International Monetary Fund, published: 26 January 2010, BOEING Current Market Outlook , Ministry of Tourism of the Republic of Turkey, Number of Arriving-Departing Foreigners and Citizens Bulletin, Turkish Civil Aviation Authority, Directorate General of Civil Aviation, General Directorate of State Airports Authority, Monthly Traffic Bulletins Reuters, pct t115112z-update-2 Nielsen: survey March 2010 Skytrax World Airlines Awards 2010, catering economy class Skytrax World Airlines Awards 2010, catering business class Vienna International Airport, press release 26 August 2010, LUFTHANSA website: Stocks the Swiss Investors Gate: Unser_Umsatz_sinkt_weniger_stark_als_der_Gesamtmarkt 539 SERVAIR website: In some cases there is no readily available external information. Especially certain market share information and other statements in this Prospectus regarding the catering industry and the position of the DO & CO Group relative to its competitors are not based on published statistical data or information obtained from independent third parties. Rather, such information and statements reflect the Management s best estimates based upon information obtained from trade and business organizations and associations and other contacts within the industry in which it operates, as well as information published by its competitors. In the opinion of Management such data are useful for the purpose of helping investors to understand the industry in which the Group operates and the Group s position 15

16 within the industry. However, Management does not have access to the facts and assumptions underlying the numerical data, market data and other information extracted from publicly available sources and has not independently verified market data provided by third parties or industry or general publications. In addition, while in the opinion of Management, its internal research is reliable, such research has not been verified by any independent sources. The Company confirms that the information provided by third parties has been accurately reproduced. So far as Management is aware and has been able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. However, Management has not independently verified such data Exchange rate information Solely for convenience purposes, this Prospectus contains translations of certain Turkish Lira or US Dollars into Euros at the following reference rates, as published by the European Central Bank as of 1 November 2010: EUR/TRY: EUR/USD: (source: No representation is made that the amounts referred to herein as convenience translations have been or could be converted at the indicated rates Additional information Certain figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. 1.4 Documents available for inspection Copies of the following documents will be available at the Company s corporate headquarters at A-1110 Vienna, Dampfmühlgasse 5 (Tel: ) during usual business hours for 12 months from the date of this Prospectus: the Articles of Association of DO & CO Restaurants & Catering Aktiengesellschaft; and the Audited Consolidated Financial Statements. In addition, the following documents may be inspected on the Company s website ( the Articles of Association of DO & CO Restaurants & Catering Aktiengesellschaft; and. this Prospectus. This Prospectus is also available at the offices of Erste Group Bank AG in A-1020 Vienna, Obere Donaustraße during usual business hours. The Company s Articles of Association and any other information displayed on the Company s website do not form a part of this Prospectus nor are they incorporated by reference in this Prospectus, unless explicitly otherwise stated in this Prospectus. The Audited Consolidated Financial Statements may also be inspected on the following special website of the Company: (see Chapter Financial Information ). 16

17 2 Summary Warning: This summary must be read as an introduction to this Prospectus, and any decision to invest in the Offered Shares should be based on a consideration of this Prospectus as a whole, including the Consolidated Financial Statements and the matters set out under Chapter 3 Risk Factors. Where a claim relating to the information contained in this Prospectus is brought before a court, a plaintiff investor might, under the national legislation of the relevant signatory state of the EEA, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. In the event that such legal proceedings are initiated before a court in Austria, a German translation of the Prospectus will be required, and the costs thereof will have to be borne initially by the plaintiff investor and ultimately by the party held to be responsible therefore in the legal proceedings. No civil liability will attach in respect of this summary unless it is misleading, inaccurate or inconsistent when read together with the other sections of this Prospectus. 2.1 The DO & CO Group Business The DO & CO Group is an international catering and hospitality business based in Austria, providing solutions tailored to its customers specific needs from food to hospitality entertainment. The Group developed from a restaurant and delicatessen store established in 1981 in Vienna s city centre. Since then, the DO & CO Group has transformed itself through organic growth and acquisitions into an international catering and hospitality provider active in three business segments: Airline Catering, International Event Catering and Restaurants, Lounges & Hotel. The Group currently operates 19 gourmet kitchens in three continents to provide food and catering services to each division. The Group had consolidated annual sales of EUR million and EBITDA of EUR million in FY 2009/2010 and sales of EUR million and EBITDA of EUR million in the six months ended 30 September Approximately 61.6% of its consolidated annual sales in FY 2009/2010 and approximately 65.8% of its consolidated sales during the six months ended 30 September 2010 were generated outside of Austria. In the Airline Catering division, the DO & CO Group currently caters more than 60 airlines at 23 airports in Austria, Turkey, the United States, the United Kingdom, Germany, Italy and Malta, including, in particular, the home carriers of Turkey, THY, and Austria, AUSTRIAN, to which it provides a comprehensive set of services at their main hubs in Istanbul/Atatürk and Vienna, respectively. The Airline Catering division contributed 73.3% of the Group's consolidated annual sales in FY 2009/2010 and 76.6% during the six months ended 30 September 2010 respectively. The Group's International Event Catering division is one of the few globally active providers of international event catering services and provides catering for major sport events, as well as corporate and private parties. The Group has catered for major international events, such as almost all Formula 1 Grand Prix races, the EURO 2004 and 2008 UEFA Football Championships in Portugal and in Austria/Switzerland, the ATP Tennis Masters in Madrid, the Americas Cup in Valencia, UEFA Champions League Finals, the 2010 FIBA basketball world championship finals in Istanbul, golf tournaments and the World Cup Skiing in Kitzbühel. The International Event Catering division contributed 9.6% of the Group's consolidated annual sales in FY 2009/2010 and 10.1% during the six months ended 30 September 2010 respectively. The Restaurants, Lounges & Hotel division currently operates one hotel (DO & CO Stephansplatz, Vienna) and seven restaurants and bars in upmarket areas in and around Vienna and Salzburg, including the DO & CO restaurants at Stephansplatz (Vienna), Albertina (Vienna) and Casino Baden (Baden) and the Demel cafés in Vienna and Salzburg. Furthermore, the Group operates several restaurants within the British Museum in London. The Group also operates airport lounges for key airline customers in Vienna, Frankfurt, New York/JFK, Adana/Şakir Paşa and, as of October 2010, in London/Heathrow, as well as six staff restaurants in Austria and one in London. In 2009, the Group started a project for the conversion of two historic palaces on the Bosphorus in Istanbul into a hotel 17

18 and restaurant facility through its joint venture with THY, which are expected to open in In 2010, the Group leased a building in the city centre of Vienna and started a project for the conversion of this building into a flagship location with various restaurants, retail shops as well as event and meeting facilities. The Restaurants, Lounges & Hotel division contributed 17.1% of the Group's consolidated annual sales in FY 2009/2010 and 13.3% during the six months ended 30 September 2010, respectively Strengths Strategy In the opinion of Management, the following are the Group s core strengths: Quality focus; Expanding portfolio of long-term customer relationships; Flexible cost structure; Portfolio of well-known brands; Entrepreneurial management able to react quickly to changes in the market environment; Track record resulting in a strong capital and cash position. Management intends to continue to expand the Group s worldwide network while further increasing its margins. In the opinion of Management, the added financial means it expects the Group to receive through the Offering will enable the Group to demonstrate the necessary financial power and stability required to acquire additional high-volume contracts and to position the Group for acquisition opportunities. The key elements of this strategy are: Focusing on customers and regions with potential for business development; Further strengthening the Group s presence in Turkey; Leveraging existing relationships, infrastructure and brand awareness to develop business across divisions, clients and locations; Developing through joint ventures, entry into retail sector and possible acquisitions; Focusing on being an innovative brand business; Further developing its portfolio of brands; Further maximizing economies of scale and maintaining a flexible cost structure. 2.2 The Offering Subject Matter of the Offering The Offering consists of an aggregated amount of up to 3,105,226 ordinary bearer shares of the Company with no par value each representing a calculated notional amount of EUR 2.00 of the nominal capital of the Company (the Offered Shares ), consisting of 1,948,800 new shares from a capital increase (the Offered New Shares ), 147,078 treasury shares of the Company (the Offered Treasury Shares ), 604,318 existing shares offered by the Principal and Selling Shareholders (the Offered Existing Shares ) and up to additional 405,030 existing shares offered 18

19 by the Principal and Selling Shareholders to cover over-allotments (the Offered Additional Shares ), each with dividend entitlement from and including FY 2010/2011. The Offering includes a rights offering for the subscription of the Offered New Shares and the Offered Treasury Shares to the Company s shareholders (the Rights Offering ). Such Offered New Shares and Offered Treasury Shares for which subscription rights are not exercised in the Rights Offering (the Rump Shares ), the Offered Existing Shares and the Offered Additional Shares will be offered in (i) a public offering to retail investors and institutional investors in the Republic of Turkey (the Turkish Public Offering ) and (ii) a non-public offering outside of the Republic of Turkey and the United States of America (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act )) to selected institutional investors in reliance on Regulation S under the Securities Act and other applicable exemptions (the International Institutional Offering ). The offerings referred to in (i) and (ii) are hereinafter referred to as the Global Offering, and together with the Rights Offering as the Offering. The offering of the Offered Shares has not been and will not be registered under the securities laws of any jurisdiction other than the Republic of Turkey. The Offered 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. Offered Shares may not be offered or sold within the United States, and may be offered or sold outside the United States only in reliance on Regulation S under the Securities Act. Sole Global Coordinator and Sole Bookrunner Co-Lead Managers Maximum Offer Price Final Offer Price İş Yatırım Menkul Değerler A.Ş., İş Kuleleri, Kule 2 Kat 12, 34330, 4. Levent / İstanbul, Turkey (the Sole Bookrunner ). Erste Group Bank AG, Graben 21, A-1010 Vienna, Austria, WOOD & Company Financial Services, a.s., Palladium, Náměstí Republiky 1079/1a, Praha 1, Czech Republic, and Renaissance Capital Limited, One Angel Court, London EC2R 7HJ, United Kingdom (the Co-Lead Managers and together with the Sole Bookrunner, the Managers ). The maximum Offer Price has been set at EUR per Offered Share. The final Offer Price will be determined by the Company in consultation with the Sole Bookrunner on the basis of a book-building process and may be higher than the price of the Existing Shares on the VSE at any time prior to and including the day when the final Offer Price will be determined which is expected to be on or about 26 November

20 Publication of Final Offer Price Subscription Period, International Offer Period and Turkish Offer Period The final Offer Price will be announced via electronic media on or about 26 November 2010 and published in the Official Gazette of the Wiener Zeitung (Amtsblatt zur Wiener Zeitung) as soon as possible thereafter, but no earlier than the next working day. In Turkey, the final Offer Price and the allocation of the Offered Shares will be publicly disclosed by the Sole Bookrunner through the Turkish Public Disclosure Platform (KAP) on the working day following the allocation of the Offered Shares through the approval of the final distribution list. The Subscription Period during which shareholders of the Company may exercise their subscription rights runs from 12 November 2010 to 26 November The International Offer Period during which institutional investors may submit formal bids for the purchase of Offered Shares in the International Institutional Offering begins on 25 November 2010 and is expected to end on 26 November The Turkish Offer Period during which retail investors and institutional investors in the Republic of Turkey may offer to purchase the Offered Shares in the Turkish Public Offering begins on 25 November 2010 and is expected to end on 26 November The Offering, the Subscription Period, the International Offer Period and the Turkish Offer Period may be extended, the Turkish Offer Period however only to a maximum of 30 days. The Rights Offering may be terminated at any time at the absolute discretion of the Company. Under the Underwriting Agreement, the Offering may be suspended or terminated and the International Offer Period and the Turkish Offer Period may be terminated only if certain circumstances arise, such as the occurrence of force majeure, regulatory measures which make the completion of the Offering impossible or significantly difficult or the failure to obtain demand for all the Offered Shares at the final Offer Price. Subscription Ratio Exercise of Subscription Rights Shareholders are entitled to subscribe for four Offered New Shares and/or Offered Treasury Shares for every fifteen Existing Shares held on 11 November 2010, 23:59 CET, at the final Offer Price, which will be equal to or below the maximum Offer Price. Subscription rights may be exercised during the Subscription Period. Holders of subscription rights held through a depositary bank that maintains a securities account with OeKB or through a financial institution that is a participant in Euroclear or Clearstream, are required to exercise their subscription rights by instructing such bank or financial institution to subscribe for Offered New Shares and/or Offered Treasury Shares on their behalf. Shareholders exercising subscription rights are requested to set price limits only in multiples of EUR 0.25 per Offered New Share and/or Offered Treasury Share. 20