Ladies and gentlemen, welcome to the Avolta Investors and Analyst Conference Call and live webcast. I'm Alice, the Chorus Call operator. I would like to remind you that all participants will be in listen-only mode, and the conference is being recorded. The presentation will be followed by a Q&A session. You can register for questions at any time by pressing star and one on your telephone. For operator assistance, please press star and zero. The conference must not be recorded for publication or broadcast. At this time, it's my pleasure to hand over to Mr. Xavier Rossinyol, CEO of Avolta. He will now be joined into the conference room. Good afternoon for the people here in the room. Good morning, good evening for the people on the phone. Thank you for being here today. My name is Xavier Rossinyol. I'm the CEO of Dufry, and I'm here with Yves Gerster, our CFO. I'm very happy to present today the combination between Dufry and Autogrill, two global leaders in travel, retail and travel food and beverage. Today, we start a journey. We are not just putting together two great companies, but we are creating something new that is more than the sum of the parts. We'll be using a presentation that is gonna be in the call, but also in our website, and I go straight to page three. Dufry and Autogrill join forces today to redefine the travel experience. Four key messages on my side. We are redefining the boundaries of the industry. We have already seen a convergence between the different formats in the travel retail, and we want to lead this process with an absolute uncompromised focus on consumer, expanding our offering to F&B and also expanding our digital platform big time. Message number two, we are diversifying, increasing our presence in the highly attractive and resilient market of the USA, while increasing the business development opportunities across the world. Third, we are combining two management teams, which, with their skills and passion, together with a combined portfolio of brands, the relationship with third-party brands and the high-quality concession portfolio will make us different from competition. We will clearly differentiate from the rest of the market. Message number four, the combined group will be larger, CHF 13.6 billion revenues pro forma 2019 and CHF 1.4 billion EBITDA. We will be less risky because we are gonna be more diversified. We are gonna be having less financial leverage. We are gonna have CHF 85 million of cost synergies and unquantified revenue synergies. All together, we'll accelerate our growth. We'll increase our profitability and cash flow generation, therefore increasing sustainable shareholders value while keeping, and this is very important for us, to the ESG principles of the two groups. Going to page five. As it was already announced when I rejoined Dufry on first of March, we started a full strategic review. We are very advanced on this review, and I'm presenting some of the key ideas today here. The new strategy is based on three pillars. Number one, a revolution on the travel experience. We will be basing the new business in our current strengths, but we will change with no fear what needs to be changed. Uncompromised consumer centricity. We will reimagine not only our core current travel retail, but we will add F&B, food and beverage, as part of this reimagined core. The target is to offer a holistic travel experience to passengers with a massively enhanced digital platform because we are not where we should be. The second pillar of the strategy is the geographical diversification. We will be accelerating our presence in the US. It's a big market, it's stable, and it's resilient. But also we will have a newly designed strategy for Asia-Pacific, China, and the Chinese passengers. Third, we will keep strengthening our current markets, but more on organic business development. The third pillar is an operational improvement culture. We will not focus on one-off cost only, but on a constant continuous improvement to generate continuous efficiencies across the group. Again, everything with the purpose to increase cash flow generation, shareholder value, while taking into consideration and committing to the principles of ESG for the planet and the communities where we are. How did we arrive at this? We have done a 360 approach. We have looked at the group in all ways possible to see where travel retail is today, and more importantly, what is gonna be in the future. We have spoken and surveyed our consumers, but we have spoken to landlords, to brands, even to our shop floor. We have asked them, how can we improve our stores? The first thing that comes very clearly is that Dufry has already changed massively over the years. We started being a duty-free core categories. We moved to travel value when the European Union abolished the duty-free. We reimagine our stores. We went into new stands that then we converted into convenience store. We introduced branded stores, specialized stores. Dufry and the industry has already adapted to the consumer trends in the past. Change will continue happening. Passengers are evolving. To give a couple of examples, 50% of the passengers are already Generation Y and Z, and they want experience. Chinese consumer patterns are also changing. Airports also want different things. For example, digitally-enabled relationship with passenger is a must. The good news is that technology is evolving very fast and supporting some of those changes. Intelligent store, shopper insights, autonomous checkouts are available. The brands are also adapting to the new trends in the market. Premium is the new word. 40% in beauty, it's already in premium to give an example, and is the fastest-growing subcategories. Something similar in wine and spirits. We see all these changing trends as an opportunity, but also as a need to adapt and redefine ourselves from travel retailers to travel experience. That's why this is the first pillar of our new strategy. As part of this travel experience, we don't see duty-free, travel convenience, and F&B as three separate segments of business anymore. We see those as one integrated offering. Why? Because the consumer, the passenger is the same, is one journey. The real estate is also the same. Airport concessions, mostly. We are in the different pieces of business competing for the same dwell time. How we're gonna do that? First, on the physical space, reimagine our stores with better extended brand partnerships, pushing, as I said, for the digital enhancement and with more dynamic sales force. At the end of the day, what we want to do is to be more efficient on this competition for the dwell time. We are not only competing against each other, we are also competing, for example, on entertainment, on personal devices. We need to find ways to make our offering more attractive. We will also be optimizing space and flow for the airport, all to increase our conversion. The second pillar of the new strategy is a different approach to the diversification. We want to be bigger in the U.S. One of the largest markets, very nice growth, very resilient because most of the traffic is domestic, and we have seen that during the COVID-19 crisis. Also is the market where convenience and F&B are the two largest segments, and actually are more and more conversion. 50% of what our convenience store Hudson is selling today is already food and beverage, grab and go food. As I said a minute earlier, we cannot forget Asia-Pacific and China. It's the largest market in the world. It was the fastest-growing before COVID. We want to have a dedicated strategy for this part of the world. Recognizing, of course, that the recovery might have a different speed than the rest of the world. Recognizing, for example, the Chinese might be traveling and spending money in a different way. Of course, we will continue on some of the other core markets, in the rest of the world, but more on our organic business development. The third pillar is this operational improvement culture. The intention is to have a culture of continuous improvement, maintaining and increasing cash flow generation. Two quick ideas. First, we want to create constant efficiencies beyond one-off cost cuts. For example, adding zero-based budgeting, better supply chain, better back-office technology. Part of those new efficiencies will go to the bottom line, but part of those new efficiencies will be reinvested in the business to provide more growth and innovation, and in some cases, to provide better systems that will bring additional efficiencies. The second idea, we are gonna be even more active in the portfolio, concession portfolio management. Our focus will be on cash flow and profitability and not in revenues. Now, a short video which summarizes this new strategy in a minute and 30 seconds. It's not only to have a little bit more fun, it's also a new way of communicating. We talk about experience, we talk about entertainment. Also needs to be on the communication for consumers, for team members, landlords, brands, but also for investors, communities. Here we go. 3, 2, 1. I hope you like it, and I hope it was fine on the online. Now, moving to the transaction, I'm going to slide 12. A few key figures on the combined group. As I said, CHF 13.6 billion sales, 2019 pro forma. CHF 1.4 billion EBITDA. We are gonna be present in 75 countries, 350 locations with 5,500 points of sale. We will have exposure to 2.3 billion passengers, and we will employ 60,000 team members. Moving to page 13, the group will also be having a very balanced portfolio. From a regional point of view, 43% in Europe, 32% in North America, 25% on rest of the world, without, of course, the potential effects of a renovated Asia-Pacific strategy. By format, duty-free, duty paid, F&B also very balanced. From a channel point of view, we remain mostly linked to airports with 81% of the sales. 10% will be others, mostly seaports and cruise lines, and 9% will be motorways. Let me say these last two segments are very geographically focused, very geographically limited, and mostly on places where those channels are relevant as an alternative means of transport. For example, railways and motorways in the short-haul Europe, where you can choose to fly or take a train or take a car, or cruise line seaports and hotel shops in the Caribbean. Last idea, already some of our competitors are present in one, two, or even the three segments that we are presenting here. Moving now to the strategic rationale of the transaction. As you can see here, this combination we are presenting today ticks quite a few of the boxes of the new strategy. Consumer centricity, obviously F&B, holistic travel experience with integrated digital platform, U.S. market, business development across the world, and efficiencies through synergies, and therefore, supporting our shareholders' value creation. First, we are increasing our addressable market significantly up to $115 billion based on 2019 figures. Increases our opportunities to business development and also allows us to be more selective in the choosing of concessions. Now we're moving to page 17. As I said, joining F&B and retail, we believe is much more than joining two segments, but creating new commercial development opportunities. Of course, we need to understand that what I'm gonna explain now is not gonna happen in every single outlet around the world. There will still be separate formats. You will still have dedicated luxury boutiques or food courts, but what we see is that part of the business will go to more hybrid concept. Let me start with two important metrics. Today, passenger conversion, people who actually stop and buy something in travel retail is between 15% and 20%. It's significantly higher in F&B, 30%. Also, the time spent in a travel retail store could be between five and 10 minutes, more than double, 20-25 in the F&B. That's why we think that combining these two offerings will give us additional opportunities through cross-selling, mixed store formats, and increased digital engagement. Let me give you a few of the ideas we have. We have already tested physical and digital cross promotions between F&B and retail with great positive effect on the spend per head. We think hybrid formats between convenience and F&B, actually, we already have some, Hudson combined with Starbucks or Dunkin' Donuts is a reality. We envisage branded store. For example, why not to have duty-free liquor mixed with a bar where you can taste or the same thing with confectionary? One of the key trends we are observing across all our concessions is an increased push by airports on sense of place. They are already asking for tenders where they want to see retail concepts and food concepts. Food is one of the things that you can make more local. Why not to use F&B as an opportunity to redirect the flows in our current stores, changing the usual hot and cold areas of our stores? There is also opportunities to extend assortment from one concept to the other. More experience-oriented shops also allows to additional advertising opportunities. Of course, very importantly, it can accelerate the digital engagement. Why? Because we have more touch points. We are therefore more relevant for passengers and consumers. We increase the chances of them participating, for example, on our loyalty program on our CRM. Also, a larger base of consumers makes the cost of the digitalization per point cheaper. This transaction is not only nice things, there are also challenges. We will need to beef up our back-office technology. The good news is that part of the investment on self-checkouts, consumer insights, intelligence of stores will be having a larger base to justify those investments. Integrations of businesses, and we have done a few, I have done a few myself, it's always difficult. We have six months to get prepared. We are gonna do a very strict organization with external support. We will have a tremendous focus to guarantee we generate the synergies we are presenting today. We have more than six months to prepare because closing will not happen before January 2023. Some landlords might not want to combine the segments, but others are already awarding tenders on combined concepts, offers. I don't need that to happen everywhere at the same time, as long as this segment, it is big enough and it keeps increasing. Supply chain. Yes, supply chain is different, but sometimes we forget we already have two very differentiated supply chains, duty-free and convenience, and we have been successfully managing it. Also, another thing that has changed very, very importantly in the F&B industry over the last 10 years is that ambient food and frozen food is becoming more and more relevant. On-site production of F&B in general and travel F&B in particular, is less and less relevant. It's becoming more and more a retail concept. Yes, there are challenges, but we think those challenges are smaller than the opportunities and addressable with the right focus. Going to page 18. This is pretty clear. It's a no-brainer that the combination strengthens our position in the U.S., where today Hudson and Autogrill are already competing, and also allows business development opportunities in other parts of the world. We are, as you can see, very complementary in certain parts of the world, Latin America, Africa, and some parts of Southeast Asia. We can use each one platform to bring the other business into those new markets. For me, very clearly, all in all, more than two strong companies together, but the opportunity to do an absolute commercial revolution. That's why also we expect not to change the brands in which we interact with the consumers, but to reimagine our corporate identity to reflect also that we are moving to be a travel experience company. Going to page 19. To implement this big ambition, we are benefiting from a renovated shareholder base and a renovated board of directors. On top of the very strong current shareholder base, which includes some very important shareholders. As everybody knows, Advent International is ahead of 10%. Qatar Investment Authority, Alibaba, and Richemont are each of them between 5% and 10%. On top of this group of strong shareholders, we will be adding Edizione, the holding company of the Benetton family, which will hold between 20% and 25% of the combined group after the transaction is complete. They are showing a big commitment to our strategy and the long-term future of the company, participating in a newly established strategic and integration committee. Also on the quality of the people they are proposing for the board of directors, including the Chairman of Edizione himself, Alessandro Benetton, who will be our Honorary Chairman. Enrico Laghi, CEO of Edizione, and Paolo Roverato, Chair of Autogrill, both proposed as vice chairman to the General Assembly. The rest of the current board will remain being led by the Executive Chairman, Juan Carlos Torres. Perfect combination between the existing know-how and the new know-how. The management will be a combination of the two senior management teams. We want to make sure we take advantage of the skills and the know-how of all the relevant people coming from the two groups. Giammario Tondato Da Ruos, current CEO of Autogrill, extremely successful for two decades, to whom I admire professionally, has agreed to stay in the group, performing an important role as executive chairman of their North American business, showing also his commitment to the new strategy. Paolo Roverato, the chair of Autogrill, will replace him as CEO of the group after the closing. I'm convinced that the power of the two management teams, the strong shareholders, and the board of directors all working together will be successful in implementing this new strategic ambition. I'll come back in a few minutes for the conclusio ns. Now I hand over to Yves Gerster to explain more details on the transaction and the financials. Thank you. Thank you, Xavier, and good afternoon to everybody. I will now provide you with an overview on the combined group financial performance, the transaction structure, and the path to the closing. I also will provide you with an update on Dufry's current trading. Moving on to slide 21. Let me start by showing you the pro forma financials for the combined group. All numbers are in Swiss francs. As Xavier has highlighted, the combined group will be a powerhouse in the industry. On a combined basis, 2019 pro forma net sales amount to CHF 13.6 billion. Pre-IFRS 16 EBITDA would have reached impressive CHF 1.4 billion, equating to an EBITDA margin of 10.6%. Operating margins of both entities are very similar and are the base for the further efficiencies moving forward, as mentioned already by Xavi. Turning to cash flow, equity-free cash flow is CHF 453 million. The combined group would therefore continue to deliver very strongly on cash flow. We believe that 2019 presents the clearest view of the combined company's financial scale because it excludes any impact from the COVID-19 pandemic. I would like to point out that Autogrill has done significant CapEx investments in 2019 at above average levels, which will now benefit our combined group. It is true that travel retail was in the past slightly more CapEx-light compared to food and beverage. However, we are confident that CapEx requirements will converge as the food and beverage industry is changing. Xavi mentioned that before. Let's now look at the latest financial year, 2021. From my perspective, that's really important. As you know, 2021 was still very much affected by the pandemic. Nevertheless, even under such challenging conditions, the combined group would have generated a pro forma EBITDA margin of more than 9%, and also generated a positive free cash flow to equity. We understand that you're especially interested to hear our mid-term view on the combined group's financials. At the moment, we are on the finalization of our strategic plan with the transaction as an integral part. We are emphasizing a sustainable free cash flow to equity generation as communicated, and there are no changes to the strong cash flow generation potential of the group, also not the combined one. We will provide more insight on that in due course. Moving on to slide number 22. Bringing these two companies together will create significant potential for synergies. We see especially commercial opportunities, but also revenue synergies with the concepts presented by Xavi. In addition to that, our combined group will also generate cost synergies. We expect cost synergies with an annual run rate of approximately CHF 85 million. Some important remarks to that. First, on the approach. The synergy expectations represent a realistic assessment based on a bottom-up approach, deeply data-driven and granular. We have engaged an external party, McKinsey, to assess and confirm the synergies. The bottom-up rather than the top-down approach and rigor of the assessment gives us confidence in the delivery, also compared to previous integrations. Second, the full amount of CHF 85 million cost synergies will be reflected on EBITDA level. On the equity-free cash flow, we will see a conversion of around 60%-65%, so close to CHF 60 million. The main difference is coming from income taxes and minority interest. Third, on the timing. These sustainable synergies will be realized within two years from closing. You also need to keep in mind that we have one-off integration costs of around one year of synergies. If we look at the cost synergies in more detail. A part is coming from directly the gross profit margin. However, the vast majority is derived from the support functions, be it the headquarters and back office by further expanding into shared service centers and leveraging on the tremendous work we have done over the last three years, and by continuing to apply automation and digital platforms across functions like supply chain management or finance, as well as in store operations. The new group will also be able to combine efforts in regard to marketing, PR, and increase in scale in regard to business-related operational expenses. We feel comfortable on the delivery of these cost synergies due to two reasons. Firstly, we will deliver this through a zero-based budgeting approach. Secondly, we will have a dedicated team which will be fully focused on the delivery of these cost synergies. We expect equity-free cash flow accretion per share in the first year post-closing and to generate value going forward together with the before mentioned revenue synergies. Moving on to slide 23. There will be a two-stage approach to combine with Autogrill. We are already currently in the first stage of the transaction. We have agreed with Edizione to transfer its entire stake of 50.3% in Autogrill to Dufry in exchange of 0.158 new Dufry shares for each Autogrill share. The exchange ratio reflects the 3-month VWAP of Autogrill and Dufry shares prior to 14th of April 2022. Looking at the individual shares, the VWAP corresponds to a share price for Autogrill of EUR 6.33 and for Dufry of more than 40 CHF. Both VWAP prices are different from current trading. The VWAP of Dufry is higher than current share price. In the case of Autogrill, it is the other way around. Here, it is important to note that due to a number of reasons, which also include non-business related matters, the share prices have most recently moved in different directions. Dufry and Autogrill have agreed that the chosen VWAP better reflects a fair basis for the calculation of the exchange ratio. What is also important for me to note, we are extremely pleased that Edizione is embarking on the combined company's journey, taking a 25% stake in Dufry following the closing of this first initial stage of the transaction. Moving on to slide 24, with the second stage of the transaction. Once the transfer of the Edizione stake in Autogrill is completed, we will enter stage number two of the transaction. In stage number two, Dufry will launch a mandatory takeover offer for the remaining 49.7% stake of Autogrill, with the ultimate aim to acquiring full control of Autogrill and to delist the company. For Autogrill shareholders, there are two options offered in the mandatory tender offer. They can participate in the new group's growth journey and exchange their shares into Dufry share at the same exchange ratio as Edizione. Alternatively, we expect to offer them the option to cash out their share at the price of EUR 6.33 per Autogrill share. The refinancing of any cash consideration in the mandatory takeover offer will be a combination of debt and potentially also equity instruments. Moving on to slide 25. This slide summarize the two phases I have just outlined. The next milestone is Dufry's extraordinary general meeting, which is scheduled for 31st of August this year. During this meeting, among other matters, our shareholders are asked to approve the required additional capital for this transformative transaction, which will define Dufry growth going forward. In parallel, the regulatory filing and approval process is taking place. Subject to the regulatory approval and other conditions, we anticipate this first phase of the transaction to be completed in Q1 2023. The closing of the first stage with Edizione, as mentioned before, triggers the launch of the mandatory tender offer. We expect this MTO, the second and final stage of the acquisition, to close around Q2 2023. Moving on to slide 26. To better understand the financing aspect of the transactions, let me look at the two stages separately. The first stage, the purchase of Edizione's 50.3% stake in Autogrill, will be entirely funded by an issuance of new Dufry shares. In the second stage, the holders of the remaining 49.7% stake in Autogrill will be offered the option of new Dufry shares or cash payment. Depending on the preferences of the Autogrill shareholders, i.e., if most of them choose the cash alternative, Dufry may finance the amount with a mix of debt and equity. Moving on to slide number 27, with the pro forma leverage. We expect the transaction will materially strengthen our balance sheet and reduce our financial leverage. Following completion of the Edizione stake and full consolidation of Autogrill, we expect our financing leverage will reduce by almost one full turn. Please note that the slide reflects a pro forma picture based on post-transaction net debt and on the one-hand side, an adjusted operating cash flow of the year 2019. As you know, the leverage covenant is calculated based on adjusted operating cash flow of the last 12 months. To be able to calculate a meaningful number, we cannot take 2020 or 2021, as the performance during the pandemic period would not yield a meaningful KPI. Also, it is important to understand that the final outcome of the MTO process has an impact on the leverage. As a reminder, part of the MTO process might be financed with debt. Our leverage target is below 3x between 2024 and 2025, depending on timing of the completion of the transaction. As you can see, this transaction does not only fit our strategy from an operational perspective, as Xavi has pointed out at the beginning. It also significantly strengthens the financial position of the company. There are sustainable cost synergies, and there's a relevant deleveraging involved in the transaction. Moving on to slide 28. After speaking about the transaction and which soon will be the reality of our group, let me turn to a topic which already today is our reality, our current trading. I'm personally very pleased with the performance over the last months. Net sales for the first half of 2022 versus 2019 were down by 25%. For the second quarter, net sales were down by only 17% versus 2019. Comparing the performance of the current year with last year, net sales improved by about 150% in reported currency and 145% in constant currency. Looking into the performance in more details. On the chart on the left, you will see that the group net sales have steadily climbed back towards 2019 levels this year, and now sit at close to 85% of 2019 levels. Trends are positive across EMEA, the Americas, which between them amount to around 90% of our sales. APAC, which amounts to around 8% of our sales as of 2019, continues to be impacted by the ongoing travel restrictions due to COVID-19. From the chart on the right side, you can see our best-performing geographies are now at the excess, exceeding 2019 net sales levels. Central America and its Mediterranean region are materially above 2019 levels, and our large North American business is back to 2019 levels. If I look at cash flow, our equity-free cash flow performance is particularly strong. For the first half of the year 2022, we expect to generate an equity free cash flow in the neighborhood of around CHF 150 million, which is in line with the performance in the same period in 2019. Cash flow was positively impacted by some deferrals, including the phasing of CapEx and some other amounts. A clean number would be about half of the amount. Still a very strong and promising result, just to be clear. Now moving on to the next slide with the conclusion coming from Xavier. Thank you, Yves. A few final words on my side to conclude. Idea number one, the business is performing very strongly, both in revenues and cash flow. We see good news for the summer, even if it's affected by flight disruptions that we are seeing. We are very well advanced on finalizing the strategy that we are gonna present in early September, which we already were very clear will focus on consumer centricity and travel experience, on combining F&B and retail, on a big push on digital, on a geographical diversification, and a new culture of operational improvements and efficiencies, all to boost both growth and generate sustainable cash flow. The combination between Autogrill and Dufry, it's a perfect match. Helps to redefine the boundaries of our industry, adapting to the already clear trends on consumers. The conversions between different formats is already happening. Enhances the travel experience, not only for the consumers, but also for airports and brands. Allows material cost synergies additionally to unquantified revenue growth. All this is to support shareholder value on the long term for all shareholders, either coming from the current Dufry shareholders base or the Autogrill shareholders base. We will generate immediate equity-free cash flow accretion, but we will also put the basis for long-term further improvements, always staying committed to the current principles on ESG of the two companies, both on planet and our communities. We believe the relative valuation tries to be fair to all involved parties taken into consideration the long term. I wanna thank Edizione and especially its Chairman, Alessandro Benetton, for the trust on the combined group. If you allow me a final personal note, we aim to help to have happy travelers. We believe that the combination of a clear new strategic direction, plus the quality and the passion of the two group of professionals working as one team, will deliver value creation for the shareholders today and in the future. This is our commitment as management team. Thank you very much. Now we are gonna open to conclusions. Not conclusions to questions. Maybe first in the room and then on the phone. Or straight to the phone. Sana Rafay from Vontobel. Maybe on the motorway business, can you give us some insights what would be the long-term plan with this part? Thank you for the question. As I explained before, motorways represents about 9% of the combined business on a pro forma numbers 2019. We believe that in certain geographies, particularly Europe, it's a relevant channel because as I said, motorways can be like train, an alternative to airline. Are we gonna go into motorways in Asia or Latin America? No. But in Europe, we think it's a relevant segment. Like, we are not gonna go to hotel shops in the middle of a city in Europe, but it's a relevant segment for the Caribbean region. It's gonna be part of our business today and in the future, but only focusing in the relevant geographies in Europe. From Octavian. You said certain airports are doing already combined tenders, food and beverage and travel retail. If you're going into these pitches, I mean, what is sort of average increase spend per passenger you could realistically expect if you go into a combined offer? Of course, that will depend on the geographies, will depend on the type of airport, more long-haul or short-haul, more touristic, et cetera. We cannot give a generic approach. But what we have seen in some cases is that could be if it's properly implemented, and as I said, with the right circumstances, double-digit improvements. We are gonna go now to calls from the phone. Please, operator. The first question from the phone comes from the line of Edouard Aubin from Morgan Stanley. Please go ahead. Yeah, good afternoon, Xavier and Yves. I have two questions. The first question is, you know, Dufry has been IPO'd since or was IPO'd, sorry, in 2005. The company has grown mostly through acquisitions since then, and yet the total shareholder return has been negative since 2005. You know, Autogrill is obviously a very big acquisition. It's also more complex than some other acquisition you've made in the past. What makes you confident that, you know, the path to shareholder value creation is gonna be strong? I know it's a bit unfair to you, Xavier, because you've been CEO for two months now. Just, you know, obviously, you know the space and the company very well. I'd be curious to have your view on that. The second question is just sorry to come back on the on the top-line synergies on the question which was just asked, is trying to help us understand to what extent it's a competitive advantage to operate, you know, food service operation as well as travel, you know, duty-free businesses, in the sense that, you know, what percentage roughly of airports are now doing joint tenders, you know, in on a weighted, you know, sales basis. I mean, are we talking 5% or are we talking 30%? Just, you know, that's that. Lastly, on the top-line synergies, could we actually have also negative top-line synergies in the sense that, you know, you could have, you know, change of control clauses, which would allow airports to re-tender some of the business Autogrill or Dufry have today. Thank you. Well, thank you for the three questions. On the first one, and even if it's unfair, as you know, I rejoined Dufry, so I was CFO of Dufry for many years, and it's a bit depends on how you calculate shareholders return and which period, and maybe taking into consideration that we had COVID in between, maybe not a total fair calculation. Maybe if you make it every five years, you will have a different result. In any case, leaving that aside because the past is the past, going forward, our commitment to return on equity, shareholders value, call it the way you want, through cash flow generation is absolute. We are not here to sell more, we are here to make more money while keeping the purpose of being a sustainable company. I truly believe that the strategic combination of these two companies create something new. Linking to your second question, today, the mixed formats are limited, especially in Europe, but increasingly important into the U.S. market. Today, approximately 25%-30% of the U.S. market is already on the hands of developers, which basically provide airports with a full, one-stop shop solution for airports. I think the true strategic moves are the ones that are anticipating the trend or are jumping into the train at the beginning, not the ones that you jump too late. Looking at our understanding of the market, the full review we have been doing over the last four months on the strategic review, all makes us believe that this trend will only increase, and therefore that today is the right moment to go there. Yes, we believe that being able to offer all the three formats is giving us a competitive advantage. We have learned that on the hard way. Not long ago, eight, nine months ago, we lost a tender because we were only bidding for the duty-free, while one of our competitors bid for the entire offering. It's happening. Negative synergies, change of control. We have done an analysis. We believe that the risk is very limited, and therefore, the negative synergies will be practically non-existent. To be fully transparent, I'm not claiming, because I don't think it's gonna happen, that every single airport in the world will be open to this new hybrid offering. There are airports that might not want to do it now. We don't need the whole market to move in that direction. I see more potential in the U.S., in certain parts of the developing countries, in Asia-Pacific, maybe less in Europe because of the way big European airports are structured. We have enough for the next five years, and then let's see for the next 10 years where the market moves. Thank you for your question. Great. Thank you. The next question from the telephone comes from the line of Joern Iffert with UBS. Please go ahead. Yes, hello, and thank you for taking my questions. The first one would be, please, can you give us some more details on your equity free cash flow per share accretion you're looking for? What is the underlying equity free cash flow run rate for Dufry you're looking here medium term, and what do you assume coming from Autogrill that we better can understand the financial rationale behind it? The second question would be, please, on your CHF 400 million cost-saving target. I mean, can you give us an update what you expect in terms of the cash conversion here? The last question, if I may, how is the wage inflation in the U.S. changing the margin profile of Autogrill in comparison to 2019? I.e., what is also the pricing power you are seeing for Autogrill these days in the U.S.? Thanks a lot. Let me start with the first two questions before handing over to Xavier. Look, I will answer them in one go, both of the questions. Look, it's actually relatively simple. As I have mentioned during the presentation, the transaction is equity-free cash flow accretive. What I can also tell you is that there are two aspects where we feel super comfortable on. The first one is the synergies, the cost synergies I have mentioned. We are generating CHF 85 million cost synergies. Of that, around 60%-65% are equity-free cash flow relevant. The second one, the second aspect where we feel comfortable on is on the forecast and the targets which have been provided by our colleagues from Autogrill. They have a medium-term target which they have provided. I don't know all the numbers by heart, but we looked at that and we analyzed it, and we feel comfortable with it. What is also relevant to be mentioned in that regard is, we are not providing guidance or details at the moment. Look, we are working on a strategic plan, as I have mentioned in the presentation, and we will present some numbers and some more details in due course. What I can say already at this stage is maybe numbers which are actually not coming from my side, but which are coming from you, and that's the consensus. If you take the consensus, you will see for the year, for example, 2024, corresponding numbers for Dufry and also for Autogrill. If you take those numbers from my perspective and the way I have done the calculation, the deal is clearly equity-free cash flow accretive. What you can also say is that even if you take there a significant reduction, so for example, in the financial year 2024, if you would only take for Dufry CHF 300 million of equity-free cash flow, the deal still makes sense from an accretion/dilution perspective. If I understood well, is the inflation in the U.S.? If you look at the EBIT, Autogrill has been generating in the U.S., it is very, very stable, proving that in the past, the inflation has been, they have been able to pass through the inflation on sales price. Of course, as the inflation we have now is higher than what we have seen in the last few decades. Apart from the pass-through on pricing, they are moving on something that I know well, which is in, for example, changing assortment. The inflation in food is never the same, so you can change recipes, you can adapt the product. Also part of the changing menus and offerings is a way to manage material cost inflation. The same thing on labor. Mostly will be pass-through, and the part that is not pass-through, it will be taken as other measures. Also, for example, one thing we are doing very importantly for us, more to compensate for the lack of people, is pushing for self-checkouts. That's something, self-checkout and self-ordering, that you can also put in place in the F&B. Even with all that, we have considered more conservative projections in our business plan. I think looking at the past and the knowledge we have of the company in the F&B industry, where I've been the last seven years, I think we can cope with most, if not all, of the inflation pressures that we're gonna see both in food and retail. Thank you. Thank you. The next question comes from the line of Jon Cox with Kepler Cheuvreux. Please go ahead. Yeah, good afternoon, guys. Jon with Kepler here. Just a couple of questions for you. Obviously, I know it's a bit tricky for you guys to give, you know, guidance in terms of, you know, what the baseline is. I thought it was interesting you're talking about pro forma 2019 for your EBITDA. I guess now from a strategy point of view, I guess you're gonna swap, go back to EBITDA, given you're talking about it a lot today from EBIT. Be that as it may, it seems to imply that you're not expecting much. To come back to my colleague's question in terms of those sort of expected CHF 400 million savings or 270 cash, and now it's maybe CHF 100 or CHF 50 or whatever it may be. I wonder if you can talk through that, because obviously you've just confirmed that you believe in Autogrill's business plan to 2024. So that's the sort of the first part. The second part is really on the that free cash flow comments you're making. Yes, of course, it's gonna add to your equity free cash flow. But in terms of per share, I'm not so sure about that given the potential dilution, and particularly as if you believe with the Autogrill plan that they're gonna spend around 5% of revenue in terms of CapEx. I think that's the issue. It's a CapEx spend. You seem to be saying you think there's basically the market overall is coming together. It looks like your CapEx will go up as you know you develop that food business. You'll all basically have 5% of revenue. Or maybe I'm just missing something there. Then just on the current trading you know clearly your guidance is unreasonable or unrealistic at the moment. When are we gonna get an update on the new guidance? Then in terms of you know there's a lot of stuff we need to know about you know what the amortization will be you know the concession the contracts what it will do to your balance sheet all of that sort of stuff. When are we gonna hear about that? Would this be in September at the capital markets day? That would be great. Thank you. you, John, for your questions, comments, assessments. Before Yves goes a little bit more into detail, I think taking into consideration we come from COVID, where every single statistics, first they were too optimistic, recently too pessimistic. It's a bit unfair and having me as a CEO for less than five weeks to ask immediate new guidance. Our focus is in restarting the business, in making sure the summer is the best we can, and see where the traffics and the different operations land, and then to be more capable of giving, not guidance, because we are not gonna give guidance, but maybe to give a better indication of where the company could be going. Before Yves comments, I don't know where the 5% CapEx come from. I mean, we at this stage take the guidance of Autogrill, which are higher CapEx than retail, but also longer duration contracts and lower concession fees than duty-free. It's a different setup, not necessarily worse, it's simply different in different lights. We are not increasing the current business CapEx beyond past indications. Therefore, when you put the two companies together, you will have a part at the 3% and a part at the 5%, so the combination will be whatever it is. Just to follow up on that, this is the business plan. They've put out EUR 4.5 billion 2024, 6% underlying EBIT, and they're talking about CapEx being between 4.8% and 5.4% of revenue on 2024. Yeah. Yeah, but that's Autogrill. I thought you were asking if Yeah. The combined group will go to 5%. Definitely not Autogrill. Yeah, no, you. Yes. Yeah, but you. F&B has- Yeah, you're talking about the business model evolving. Higher CapEx. Yeah. Yeah. Yeah. F&B has higher CapEx, longer contract duration, lower concession fees. It's a different business model. On return on investment, you can get the same, that in the travel retail, it's simply it works in a different way. On the accretion dilution, maybe Yves will explain it better, but just to be clear. Okay, now you go. I was going to say something, but you go. I will complement if necessary. Thank you very much for the question, John. Look, in respect to the accretion dilution, I think I have made the point before. I believe it was very clear. Those are the numbers from the market. It's not something which is coming from our kitchen. We will provide some additional data there in due course once we are ready, once we have defined the new strategy and we are communicating it. For the moment, I believe it's the best way to rely on the numbers, which are the consensus, and that already clearly shows that the deal is cash flow, equity-free cash flow accretive. In respect to CapEx, I fully agree with what Xavier has obviously mentioned before. There was another aspect, you mentioned. Now I forgot about it. Consolidation, decision details. There is one thing that actually was your first question. I think we can give the good news about EBITDA reporting. Without losing the current reporting metrics to make sure that we are not accused of changing the metrics, but we are gonna add on top, we're gonna go back to report EBITDA pre IFRS 16. Just for purpose of clarity, will be the same old EBITDA we all knew and we think will help to understand the dynamics of the business. As I said, whoever wants to keep the current ones, they will be reported, but we think it will clarify the actual performance of the company together with the free cash flow. Yeah, I would agree with that. To come back to the point about, you're not mentioning your synergies. You say that the Autogrill plan is good, so we can feel comfortable with that. But your existing plan, and I know it's a legacy plan, we should just take the pro forma numbers for now until we get new guidance, i.e., 2019, don't expect any more free cash flow or EBITDA even when revenue comes back to where it was in 2019, which is likely to be a run rate sometime towards the end of this year, the way things are going, from what I understand. That's the first follow-up. Second one, Xavier, you talked about no negative synergies, but I know in the media call this morning, you were talking about this, you know, profitable, sustainable cash flow generation, and you actually said there, this is, you know, you just wanna make clear you will be walking away from unprofitable contracts, both yourself and Autogrill contracts. Do you have a rough idea the magnitude of that combined maybe for the new entity? Is it like 5% or 10% or whatever it may be? The reason I obviously mention this all is in relation to, you know, what happens next with regards to the Spanish contract, which is obviously fast approaching. We are not saying we will not improve the numbers we had in 2019 at similar level sales. We simply are not telling you how much that would be. The point Yves was making is that you only need CHF 300 million of equity free cash flow in 2024 for Dufry stand alone to make this deal accretive, taking into consideration the issuance of new shares. It's just if you want a reverse calculation. In due time, we will give more information on that. Well, for me, exiting unprofitable contracts is not a negative synergies. It will be an additional positive synergy. At this stage, I'm not prepared to give specifics. We will see each part of the strategic review, and we will deliver step by step. On Spain, I wanna be very clear. Our idea is to participate in the tender and do our best to retain the business. Like in any other geography, we will not retain business at any cost. We think the relationship with airports have to be a partnership and both have to make money. We see a lot of potential on the sales and some of the new ideas we have, but still we have to work for contracts that are actually making a profit and making a cash flow generation. I'm aware I'm hogging the mic as it were. Obviously, the business is much better than expected. What does this mean for the MAG relief coming out of Spain? You know, because I guess that MAG relief will disappear once you hit certain levels, and you may already be close to hitting those already. On passengers, yes. When we hit 2019 passengers, basically the MAG relief disappears. We are as in Spain still far from that number, basically because of the big leisure passenger. We are closer or even ahead on the leisure airports, like in the Canary Islands and certain parts of the Balearic Islands, but not on the big airports, like Madrid and Barcelona, which of course account for a very significant part of that. Between you and me, if there is no more MAG relief because we are ahead of the sales, for me as such is not an issue. The MAG is only a problem if you are not at the level of the right sales. Thank you. Understood. Good luck, guys. Thank you. Thank you. Thank you. The next question on the telephone comes from the line of Arnaud Fournier with Lombard Odier. Please go ahead. Yes, hello. Thank you for taking my question. First question would be in terms of leverage. The leverage is quite high. What is the target you have in mind to reduce it? Taking into account that possibly for the remaining Autogrill shares, you could perhaps consider to give them some cash versus shares. Could you give us some more details on that? How this can impact the leverage and how is your maximum leverage target, I would say, in 2 years-3 years after synergies? Look, on the first question, thank you very much. The leverage, yes, we share the view. It's part of the idea of the transaction to potentially also use the opportunity to reduce the leverage. Just to be clear, it's none of the reasons to do it. It comes as a kind of a neat side effect of the transaction in the sense that the first part of the transaction will be fully financed with equity, as I have mentioned it during the presentation. For the second part, the minority takeout there, depending on the appetite of the minority shareholders, i.e., if they go fully for shares, for example. Let's look at the two extreme cases. If they go fully for shares, then obviously that would result automatically in a further deleveraging. If they decide to go for fully cash, i.e. the other extreme, we will consider to refinance that part partially with equity and partially with debt. Okay. Banks are able to follow you until which amount on that? Look, we haven't disclosed that. What you can consider is that there will be a relevant part of additional debt, but still some level of equity. We would consider to do a small rights issue or similar. We haven't discussed any numbers in that regard. In any case, the commitment on leverage, yes, you made it very clear. Oh, you mean as an amount in respect to leverage? I think also there, yes, it was clear in the presentation, it's a target of 3x or below in the year 2024 or 2025, depending on when we close the transaction. Okay. We have one question on the floor. Before we go on. There is a follow-up question. Sorry. A follow-up question. Yes, please. Just one more, totally on the subject regarding sustainability. As well, there is no alcohol and wine in the Autogrill business. Could I have perhaps an idea of the target in the next four years you could have in these two segments? Do you have any limit on it or not really? So, um- Tobacco and wine, sorry. Sorry, we didn't get the last sentence. Yeah, it's regarding tobacco and wine and spirits. Do you have a target or in terms of revenue? Or is there any limit for that or not at all? Well, tobacco, as you know, is increasingly less important in our portfolio. Alcohol, wine, spirits, also alcohol-free beverage, that is also an incoming trend. It's important for Dufry, but it's also important for Autogrill. Autogrill offers alcoholic beverage in many of their locations. Obviously, not on the coffee stores, but on the bars, on the restaurants you can have. We don't have a specific target. We believe tobacco will keep decreasing as percentage of the total sales. Beverages, what we are seeing, and I was with one of our main suppliers, is that people drink less but drink better. That's exactly the sentence. The average expenditure is actually increasing, but not on the quantity because people is more responsible on the drinking. But when they drink, they spend more because. Yeah. They like more premium and premium. That's a trend we expect. Maybe we're gonna sell less units, but much higher volume. It's a way for which we can have sustainable sales complying with responsible social drinking and at the same time, even improve profitability. Okay. I think sometimes you can combine the right thing with the right amount of cash flow. Great. Wine and spirits, how does it segment, how does it represent in terms of percentage of revenue for Autogrill, please? Just for Autogrill. Do you have it in mind? No, I don't. Okay. They sell it in a different way because you need to think that when you have a meal and you have a drink with the meal, it's all together. Yeah. I don't have the amount in my head, but I'm sure if you follow up with Yves, he will give you offline the figures. Thank you. Now we have a question here on the floor. Yes. René Sans from Octavian again. I'm not sure whether I missed it, but have you announced the cost or integration costs for the transaction and how they will Split out over the years. Yes. We have done that. I mean, the overall amount has been disclosed in the presentation. I believe it's in a number of footnotes, and also in the press release, if I remember correctly. Look, the amount is in the area of CHF high double- digits million amount. I think we say CHF 100 million. We said CHF 100 million. Well, it's slightly more than double- digits. No? There are a few more calls, just work in progress. The next question comes from the conference call, and it's from the line of Rebecca McClellan with Santander. Please go ahead. Yeah. Hi, good afternoon. A couple of questions, please. Firstly, Xavi, you said on-site production in food and beverage is less and less relevant. Could you just develop that slightly? Sort of are you suggesting that the reliance on in-airport kitchens, et cetera, is less- Sorry, Rebecca, the line is really very bad. We can hardly understand you. On-site production less relevant than food and beverage nowadays because. Okay. Sorry. It's not the line, it's me. Just basically, you know, historically there's been sort of a kitchen asset and things, and is that? Are you suggesting that that's what is less relevant? And if so, why? And secondly, just what is the crossover between food and beverage within Hudson and the duty free business versus HMSHost? I'll try to answer what I understood. I might need Yves' translation. Yes. I mean, that's something we have seen very clearly. I have to confess one of my having been in retail and F&B businesses, the last seven years in F&B, one of the key questions I had when we started studying this acquisition, sorry, this merger, was the potential differences on supply chain. Today, Autogrill is very advanced on off-site production. Really they are, most of the cases, not doing any big food production on site. They don't have massive kitchens. They have some mise en place and therefore makes the combination much easier. Hudson today has about 55% of the sales in food, most of them grab and go. HMSHost, as you know, has both restaurants, coffee stores, and also grab and go. I don't have the figure, but probably what we will be doing is to double the amount of procurement. For Hudson, it's more than double the amount of procurement on F&B in the US. That's why we believe that the gross profit margin synergies, which we have only allocated at this stage in the US, are reasonably achievable. Not sure I answered all your questions, Rebecca McLellan. Basically you're saying, I mean, there's no compromise of the freshness and things. You're just saying that the food and beverage of HMSHost is done off-site and brought through the airport sort of in order to. Is that how it's happening? No. What happens is, well, Hudson, 100% of what Hudson buys, it's already produced. Yeah by a third party. We buy the produce, and we sell it. In the case of Autogrill, it's most of it. It comes already prepared, or there is the final stages of preparation. It is not a network of central kitchens or hundreds of kitchens. There is a bit of production, but very limited. F&B is much closer to retail grab and go than what most people from outside would think. Okay. That was what I was trying to say. Okay. Understood. Thank you. That's all I just wanted to clarify. Thank you very much. I have a question for you, Rebecca. Did you see the video well online? Yes, perfectly well. Very good. Thank you. We have a few more questions. Next one, please. The next question on the conference. The next question comes from the line of Alessandro Cecchini with Equita. Please go ahead. Hello, everybody, and thank you for taking my questions. The first one is about antitrust. What is your level of confidence in positive antitrust feedback, in particular in the U.S.? This is my first question. My second question is about what kind of food and beverage opportunities you see in markets where Autogrill at the moment has a very limited presence, I would say LATAM or Asia. If you could elaborate a little bit more on this. Finally, my question is about the, I mean, the leverage and your statement in the case of, I mean, minority shareholders of Autogrill want to have cash. I understood correctly that you are expecting to finance this part that potentially could be up to EUR 1.2 billion with a limited part of a capital increase and the rest due to debt. Sorry, just if you could elaborate about this statement. Thank you. On the antitrust, we feel confident because of the nature of the two markets. Of course, we are extremely respectful to the antitrust authorities, and we will submit all the required information. I do see opportunities both for Autogrill, but also for Dufry to use the presence of the other group in any material market to try to bring the competencies of the other company. I do see the possibility of us using the know-how and expertise of Autogrill to implement new F&B outlets in Latin America, Africa, Middle East, and vice versa. They have a very nice presence in some Southeast Asia markets where we could be doing the same. We will definitely use the existing platforms of each of the companies to potentially look for additional business development. On the leverage, maybe Yves. Sure. Your assumption is absolutely correct. In the extreme scenario that all the minority shareholders are taking the cash option, we would want to refinance that with debt, but not the entire amount. Part of it would come with a portion of equity. This portion is smaller than 50%, if I assume you stated about limited amount of equity injection. It's correct? Look, I'm not providing details. It depends on obviously a number of conditions and the situation we are in at that moment in time. I cannot be more specific on this topic at this stage. Okay. Last point, if I may, talking about consensus. If I am not wrong, consensus for you for Dufry is forecasting around EUR 400 million of a free cash flow in 2024. That it's a level similar to 2019. Is there something that you are, I mean, comfortable with this, I mean, assumption? You stated about Autogrill guidance outlook. I would like to have your point on this for your company. Thank you. Thank you for your question. Look, we have elaborated on the topic already. I think there were two questions on that. We cannot go further than that in the explanation than what we have already provided. Okay, thank you. Thank you. The next question comes from the line of Gian-Marco Werro with ZKB. Please go ahead. Good day, everyone. Three questions from my side, please. First one is regarding the European business. Then, I would also like to switch to the board of directors where you also announced some changes. Third question is in relation to the whole premiumization trend that you also see in your whole offering. First one on the European business. There, can you please provide us with some details, for example, also about the cost of goods sold synergies that you want to achieve in your European business? Because if I look back into the past in 2015, Autogrill also disposed World Duty Free Group to you probably based on a lack of synergies. I would really wonder how you expect that you could realize synergies also there with also because of the motorway business ongoing there. Like, a side question to that one is also if you do not reach these synergies, how about the optionality of also spinning off or just disposing then the whole European business of Autogrill? Could that be an option? Second question, the board of directors you mentioned this number will gain three other chairs therefore increasing now to 12 board members. Is this also a sustainable solution for you? Or do you think then after some of the knowledge exchange, you might also reduce down the number of seats again in your board of directors consortium? Third question is, as I was asking in relation to the premiumization trend, you mentioned that this is the key trend you want to push forward. How do you think this is matching also with then expanding heavily also with your food and beverage offering and then on the other side also expanding, especially with your motorway business in Europe? Don't you find this is somehow contraindicative? Thank you. Thank you for your questions. Just to be clear, the cost synergies we have included in Europe also because the geographical overlap is limited. We happen to be, in most of the cases, in different countries. We have not included any material number on the 85. They are mostly coming from the US. The reference of the demerger between World Duty Free and Autogrill 7 years-8 years ago is a completely different animal. Number one, the trends in the market has changed. These conversions we are seeing on the different formats was not happening as strongly as is happening today. Second, they did not have any business on convenience, and we have a big business in convenience, which is much closer to certain parts of the F&B. For me, both market-wise, airport-wise, also what you see on the high street and the importance, for example, of the F&B outlets in supermarkets, it's a completely different market trend, and it's a completely different volume of business. This hybrid model that I'm proposing today, they didn't even try to do it because it was a different moment. No, I mean, not at this stage. You can never say never, but at this stage, selling of assets is not part of our strategy. We think the combined business makes sense. Yes, maybe the conversions will take a little bit longer on certain parts of Europe, but we still believe it will happen. The motorways, as I said, it's a small business, less than 10% on the combined group, a little bit more in Europe, but also with a low materiality. It is because we have to be prepared that more and more on short-haul alternative means of transportation, like train, high speed or otherwise, and motorways might be interesting. On the board of directors, maybe, I went very quickly. Today, there are two new members joining our board. At least that's the proposal to the shareholders. The board will remain on eleven members. One of the names proposed by Edizione is proposed to join the board only in the ordinary general assembly of 2023. Of course, it's not for management to opine on the number of board members. This is for shareholders and the board itself. We feel comfortable with eleven members. I think they bring an amount, an amazing amount of expertise, different know-hows, different profiles, and they are extremely helpful to bring the strategic plan forward. If the shareholders want to change that, it's their decision, not mine. On premiumization, absolutely no contradiction on what I said. What I said is that there are many trends, and premium is one. Experience is another one. Airports want other things, technology, and we are competing on the dwell time. We have passengers that want different things because they are different or because they want different things because it's different moment. The same passenger one day might be in a rush and wants only something convenient because he's not having time for anything else. The same passenger the next day might take a flight with a family, more dwell time, and then he wants to buy something to take home. What I'm saying is that we have to be smart enough to offer all what the travelers might want. That's a broad offering, from convenience to food to luxury to ultra-luxury. I don't see a contradiction. You can have more luxury in parts of the offering, and you can have convenience in part of the offering. It's simply increasing the options to participate on the dwell time and increase the conversion. Thank you. All the best. Thank you very much. Thank you. Okay, I'm informed that there are no more calls and no more questions. I really thank everybody for being here, for the good questions, the easy ones and the tough ones. We, of course, remain through our IR and CFO for any further follow-up. Thank you very much. Thank you very much.