UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2017

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to __________________.

 

OR

 

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report __________________.

 

 

Commission file number: 001-38378

HUDSON LTD.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes☐    No☒

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Yes☐    No☒

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.*

*The registrant became subject to such requirements on January 31, 2018.

 

Yes☒    No☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes☒    No☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer☐    Accelerated Filer☐    Non-accelerated Filer☒    Emerging growth company☐

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐ U.S. GAAP

☒ International Financial Reporting Standards as issued by the International Accounting Standards Board

☐ Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17   ☒ Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐    No☒

 

 

HUDSON LTD. 2017

TABLE OF CONTENTS

 

Presentation of financial and other information	1
Forward-looking statements	2
Part I	3
Item 1. Identity of directors, senior management and advisers	3
A.     Directors and senior management	3
B.     Advisers	3
C.     Auditors	3
Item 2. Offer statistics and expected timetable	3
A.     Offer statistics	3
B.     Method and expected timetable	3
Item 3. Key information	4
A.     Selected financial data	4
B.     Capitalization and indebtedness	7
C.     Reasons for the offer and use of proceeds	7
D.     Risk factors	8
Item 4. Information on the company	28
A.     History and development of the company	28
B.     Business overview	29
C.     Organizational structure	43
D.     Property, plant and equipment	43
Item 4A. Unresolved staff comments	43
Item 5. Operating and financial review and prospects	44
A.     Operating results	44
B.     Liquidity and capital resources	53
C.     Research and development, patents and licenses, etc.	59
D.     Trend information	59
E.     Off-balance sheet arrangements	59
F.      Tabular disclosure of contractual obligations	60
G.     Safe harbor	60
Item 6. Directors, senior management and employees	61
A.     Directors and senior management	61
B.     Compensation	64
C.     Board practices	64
D.     Employees	65
E.     Share ownership	66
Item 7. Major shareholders and related party transactions	67
A.     Major shareholders	67
B.     Related party transactions	67
C.     Interests of experts and counsel	71
Item 8. Financial information	72
A.    Consolidated statements and other financial information	72
B.    Significant changes	72

 

 

Item 9. The offer and listing	72
A.     Offering and listing details	72
B.     Plan of distribution	72
C.     Markets	73
D.     Selling shareholders	73
E.      Dilution	73
F.      Expenses of the issue	73
Item 10. Additional information	73
A.     Share capital	73
B.     Memorandum of association and bye-laws	73
C.     Material contracts	84
D.     Exchange controls	84
E.      Taxation	84
F.      Dividends and paying agents	88
G.     Statement by experts	88
H.     Documents on display	88
I.       Subsidiary information	88
Item 11. Quantitative and qualitative disclosures about market risk	88
Item 12. Description of securities other than equity securities	88
A.     Debt securities	88
B.     Warrants and rights	88
C.     Other securities	88
D.     American depositary shares	88
Part II	89
Item 13. Defaults, dividend arrearages and delinquencies	89
A.     Defaults	89
B.     Arrears and delinquencies	89
Item 14. Material modifications to the rights of security holders and use of proceeds	89
A.     Material modifications to instruments	89
B.     Material modifications to rights	89
C.     Withdrawal or substitution of assets	89
D.     Change in trustees or paying agents	89
E.     Use of proceeds	89
Item 15. Controls and procedures	90
A.     Disclosure controls and procedures	90
B.     Management’s annual report on internal control over financial reporting	90
C.     Attestation report of the registered public accounting firm	90
D.     Changes in internal control over financial reporting	90
Item 16. Reserved	90
Item 16A. Audit committee financial expert	90
Item 16B. Code of ethics	90
Item 16C. Principal accountant fees and services	91
Item 16D. Exemptions from the listing standards for audit committees	91
Item 16E. Purchases of equity securities by the issuer and affiliated purchasers	91
Item 16F. Change in registrant’s certifying accountant	91
Item 16G. Corporate governance	92
Item 16H. Mine safety disclosure	92
Part III	93
Item 17. Financial statements	93
Item 18. Financial statements	93
Item 19. Exhibits	93

 

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Unless otherwise indicated or the context otherwise requires, all references in this annual report on Form 20-F “Hudson Ltd.,” “the Issuer,” “we,” “us,” “our,” and “the Company” refer to Hudson Ltd., an exempted company limited by shares incorporated in Bermuda, and its consolidated subsidiaries, giving effect to the Reorganization Transactions (as defined below), unless context otherwise requires. References to “Hudson Group” are to all entities and operations directly or indirectly owned by Dufry AG that carry on Dufry AG’s duty-free and duty-paid travel retail operations in the continental United States and Canada that have been transferred to Hudson Ltd. in connection with our initial public offering. References to “our financial statements” are to the financial statements of Hudson Group, unless context otherwise requires. All references to “Dufry,” “Dufry Group,” “Dufry AG” and “our controlling shareholder” are to Dufry AG, a Swiss stock corporation, and its consolidated subsidiaries (other than Hudson Ltd.). All references to “Dufry International AG” are to Dufry International AG, a Swiss stock corporation, which is a wholly-owned subsidiary of Dufry AG.

 

All references in this annual report to “U.S. dollars,” “U.S.$,” “$” and “USD” refer to the currency of the United States of America.

 

Financial Statements

This annual report includes our audited combined financial statements as of December   31, 2017 and 2016 and for each of the years ended December   31, 2017, 2016 and 2015 (hereinafter “Combined Financial Statements”).

 

Our Combined Financial Statements are presented in U.S.$ and have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

 

Our fiscal year ends December 31. References in this annual report to a fiscal year, such as “fiscal year 2017,” relate to our fiscal year ended on December   31 of that calendar year.

 

The Reorganization Transactions

In connection with the completion of our initial public offering, as part of a series of reorganization transactions, Dufry caused all of the equity interests of the entities that constitute the Hudson Group to be contributed to Hudson   Ltd. in exchange for common shares of Hudson   Ltd. As a result of these reorganization transactions, which occurred on February   1, 2018, our business is conducted through Hudson   Ltd. and its subsidiaries. In this annual report, we refer to all of these events as the “Reorganization Transactions.” Prior to the Reorganization Transactions, Hudson   Ltd., which was incorporated on May   30, 2017, had no operations, nominal assets and no liabilities or contingencies.

 

Market Share and Other Information

Market data, other statistical information, information regarding certain industry forecast data used in this annual report were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information and industry publications. Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal reports and studies, estimates and market research, which we believe to be reliable and accurately extracted by us for use in this annual report, have not been independently verified. However, we believe such data is accurate and agree that we are responsible for the accurate extraction of such information from such sources and its correct reproduction in this annual report.

 

Rounding

We have made rounding adjustments to some of the figures included elsewhere in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

 

 

FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains “forward-looking statements.” Forward-looking statements are based on our beliefs and assumptions and on information currently available to us, and include, without limitation, statements regarding our business, financial condition, strategy, results of operations, certain of our plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “seek,” “anticipate,” “estimate,” “predict,” “potential,” “assume,” “continue,” “may,” “will,” “should,” “could,” “shall,” “risk” or the negative of these terms or similar expressions that are predictions of or indicate future events and future trends.

 

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 results of operations, financial condition and liquidity, the development of the industry in which we operate and the effect of acquisitions on us may differ materially from those made in or suggested by the forward-looking statements contained in this annual report. In addition, even if our results of operations, financial condition and liquidity, the development of the industry in which we operate and the effect of acquisitions on us are consistent with the forward-looking statements contained in this annual report, those results or developments may not be indicative of results or developments in subsequent periods.

 

Factors that may cause our actual results to differ materially from those expressed or implied by the forward-looking statements in this annual report include, but are not limited to the risks described under “Item 3. Key Information – D. Risk factors.” For example, factors that could cause actual results to vary from projected results include, but are not limited to:

 

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.