eDreams ODIGEO - Perfect Informationfedownload.perfectinfo.com/docroot/pdf/3cd9441397d93ab...eDreams ODIGEO A public limited liability company (société anonyme) organized under the

eDreams ODIGEO

A public limited liability company (société anonyme)

organized under the laws of the Grand Duchy of Luxembourg

(the “Company”)

104,878,049 ordinary shares

This prospectus (the “prospectus”) provides information in relation to the admission to trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the “Spanish Stock Exchanges”), each of which constitutes a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of April 21, 2004 on markets in financial instruments (the “MiFID”) (the “Admission to Trading”), and for the quotation on the Automated Quotation System (“AQS”) of the Spanish Stock Exchanges of 104,878,049 ordinary shares with a nominal value of €0.10 each, representing the entire share capital of the Company and issued by the Company under the laws of the Grand Duchy of Luxembourg (the “Shares”). Application has been made for the Shares to be admitted to trading on the Spanish Stock Exchanges and quoted on the AQS.

Investing in the Shares involves certain risks. See “Risk Factors” beginning on page 21 of this prospectus.

To determine the tax implications of investing in the Shares in light of each investor’s circumstances, particularly regarding dividends, capital gains and buy-backs, prospective investors are urged to consult with their own tax advisors prior to making any investment decision.

This prospectus constitutes a prospectus for the purposes of article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended (the “Prospectus Directive”), and the Luxembourg Law of July 10, 2005 on prospectuses for securities, as amended (loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières, telle que modifiée) implementing the Prospectus Directive in Luxembourg (the “Prospectus Law”), and has been prepared in accordance with the Prospectus Law and Commission Regulation (EC) 809/2004 of April 29, 2004, as amended. The Commission de Surveillance du Secteur Financier (“CSSF”), the Luxembourg financial sector supervisory authority in its capacity as the competent authority in Luxembourg under the Prospectus Law, has approved this prospectus for the purposes of giving information with regard to the Company and the Admission to Trading.

The CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Company in line with the provisions of article 7(7) of the Prospectus Law.

The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States, and may not be offered or sold within the United States unless the Shares are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

In connection with the Admission to Trading, an offering not qualifying as an offer to the public for the purposes of the Prospectus Directive (the “Offering”) of 36,707,313 Shares has been made by the Company and the Selling Shareholders (as defined below). The Offering consisted of an offering not qualifying as an offer to the public for the purposes of the Prospectus Directive (i) outside the United States in offshore transactions as defined in, and in compliance with, Regulation S under the Securities Act and (ii) in the United States to persons reasonably believed to be qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Purchasers of the Shares pursuant to the Offering are hereby notified that the sellers of such Shares may have been relying on the

exemption from the registration provisions of Section 5 of the Securities Act provided by Rule 144A. The Shares sold pursuant to the Offering will be delivered against payment of the purchase price to the accounts of purchasers thereof (the “Settlement”), which is expected to occur on or about April 10, 2014.

For a description of these and other restrictions on transfers of the Shares, see “Transfer and Selling Restrictions”.

The Company assumes responsibility for the content of this prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this prospectus is, to the best of its knowledge, in accordance with the facts and that it makes no omission likely to affect its import.

Neither the Admission to Trading, nor the approval of the document by the CSSF shall constitute a warranty or representation by the CSSF or the Luxembourg Stock Exchange as to the competence of service providers or any other party connected with the Company, the adequacy of the information contained in this prospectus, or the suitability of the Company for investment purposes.

Date: April 4, 2014

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TABLE OF CONTENTS

Page

Certain Definitions ................................................................................................................................................ iv Market and Industry Data ....................................................................................................................................... x Forward-Looking Statements ................................................................................................................................ xii Summary of the Prospectus..................................................................................................................................... 1 Risk Factors ......................................................................................................................................................... 21 Presentation of Financial and Other Data .............................................................................................................. 52 Dividends and Dividend Policy ............................................................................................................................. 57 Capitalization ....................................................................................................................................................... 59 Selected Financial Information and Other Data ..................................................................................................... 61 Other Unaudited Financial and Operating Data ..................................................................................................... 65 Management’s Discussion and Analysis of Our Financial Condition and Results of Operations ............................. 69 Industry Overview and Market Data ................................................................................................................... 117 Business ............................................................................................................................................................. 128 Regulation .......................................................................................................................................................... 159 Management and Board of Directors ................................................................................................................... 163 Principal Shareholders ........................................................................................................................................ 177 Certain Relationships and Related Party Transactions ......................................................................................... 180 Market Information ............................................................................................................................................ 181 General Information on the Company and the Group ........................................................................................... 185 Description of the Share Capital of the Company and Applicable Regulations ..................................................... 191 Listing and Admission to Trading ....................................................................................................................... 206 Taxation ............................................................................................................................................................. 208 Plan of Distribution ............................................................................................................................................ 218 Transfer and Selling Restrictions ........................................................................................................................ 222 Enforcement of Civil Liabilities .......................................................................................................................... 225 Legal Matters ..................................................................................................................................................... 225 Independent Auditors ......................................................................................................................................... 226 Index to Financial Statements .............................................................................................................................. F-1

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THIS PROSPECTUS HAS BEEN PREPARED BY US SOLELY FOR THE PURPOSE OF THE ADMISSION TO TRADING. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SHARES BY ANY PERSON IN ANY JURISDICTION. THE DELIVERY OF THIS PROSPECTUS SHALL NOT UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, INCLUDING THE MERITS AND RISKS INVOLVED WITH RESPECT TO AN INVESTMENT IN THE SHARES. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE SHARES. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR TRUTHFULNESS, OR DETERMINED THE ADEQUACY, OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

We are not making any representation to any offeree or purchaser of Shares regarding the legality of an investment in the Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with its own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares.

The information contained in this prospectus is accurate only as of the date of this prospectus.

The distribution of this prospectus is restricted by law in certain jurisdictions. No action has been or will be taken in any jurisdiction by us or our shareholders that would permit an offer to the public of the Shares or possession or distribution of a prospectus in any jurisdiction where action for that purpose would be required. This prospectus may not be used for, or in connection with, and does not constitute an offer to, or solicitation by, anyone in any jurisdiction in which it is unlawful to make such an offer or solicitation. Persons into whose possession this prospectus may come are required by us to inform themselves about and to observe these restrictions. We do not accept any responsibility for any violation by any person, whether or not such person is a prospective purchaser of Shares, of any of these restrictions. For further information, see “Transfer and Selling Restrictions”.

This prospectus has been prepared on the basis that all offers of Shares will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the European Economic Area (“EEA”), from the requirements to produce a prospectus for offers of securities. Accordingly, any person making or intending to make an offer within the EEA of Shares which are the subject of this prospectus should only do so in circumstances in which no obligation arises for us, our affiliates or our representatives to produce a prospectus for such offer. With respect to the Admission to Trading, this prospectus complies with the requirements of the Prospectus Directive. Copies of this prospectus are available for inspection at the registered office of the Company at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg. This prospectus will also be published on the websites of the Company (www.edreamsodigeo.com) and of the Luxembourg Stock Exchange (www.bourse.lu), and the Spanish translation of the summary of the prospectus will be available on the website of the Spanish Comisión Nacional del Mercado de Valores (“CNMV”) (www.cnmv.es).

NOTICE TO U.S. INVESTORS

The Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state of the United States, and may not be offered or sold within the United States unless the Shares are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. The Offering consisted of an offering not qualifying as an offer to the public for the purposes of the Prospectus Directive (i) outside the United States in offshore transactions as defined in, and in compliance with, Regulation S under the Securities Act and (ii) in the United States to persons reasonably believed to be qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Purchasers of the Shares pursuant to the Offering are hereby notified that the sellers of such Shares may have been relying on the exemption from the registration provisions of Section 5 of the Securities Act provided by Rule 144A.

For a description of certain restrictions on resales relating to the Shares, see “Transfer and Selling Restrictions”.

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NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO INVESTORS IN THE UNITED KINGDOM

In the United Kingdom, this prospectus is only being distributed to, and is only directed at, and any investment or investment activity to which this prospectus relates is available only to, and will be engaged in only with, persons (i) having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this prospectus and should not act or rely on it.

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom who are “qualified investors” as defined in Section 86(7) of the Financial Services and Markets Act 2000, as amended (the “FSMA”) or otherwise in circumstances which do not require the publication by the Company of a prospectus pursuant to section 85(1) of the FSMA.

INFORMATION FOR INVESTORS IN CERTAIN COUNTRIES

For information for investors in certain countries, see “Transfer and Selling Restrictions”.

STABILIZATION

J.P. MORGAN SECURITIES PLC, AS STABILIZATION AGENT ACTING ON BEHALF OF ITSELF AND THE OTHER UNDERWRITERS OF THE OFFERING OR ITS AGENT, MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AT ITS DISCRETION, ENGAGE IN TRANSACTIONS THAT STABILIZE, SUPPORT, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SHARES INITIALLY SOLD FOR A PERIOD OF 30 CALENDAR DAYS FROM THE DATE THE SHARES COMMENCE TRADING ON THE SPANISH STOCK EXCHANGES. THE STABILIZATION PERIOD IS EXPECTED TO COMMENCE ON APRIL 8, 2014 AND TO END ON MAY 8, 2014. SUCH TRANSACTIONS MAY BE EFFECTED ON THE SPANISH STOCK EXCHANGES, THE OVER-THE-COUNTER MARKET OR OTHERWISE. EXCEPT AS REQUIRED BY LAW, NONE OF J.P. MORGAN SECURITIES PLC, ANY OF ITS AGENTS OR ANY OF THE UNDERWRITERS INTENDS TO DISCLOSE THE EXTENT OF ANY STABILIZATION AND/OR OVER-ALLOTMENT TRANSACTIONS IN CONNECTION WITH THE OFFERING.

THESE STABILIZATION ACTIVITIES MAY RAISE OR MAINTAIN THE MARKET PRICE OF THE SHARES ABOVE INDEPENDENT MARKET LEVELS OR PREVENT OR RETARD A DECLINE IN THE MARKET PRICE OF THE SHARES. NONE OF J.P. MORGAN SECURITIES PLC, ANY OF ITS AGENTS OR ANY OF THE UNDERWRITERS IS REQUIRED TO ENGAGE IN THESE ACTIVITIES AND, IF COMMENCED, THESE ACTIVITIES MAY BE DISCONTINUED AT ANY TIME. THERE CAN BE NO

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ASSURANCE THAT ANY SUCH ACTIVITIES WILL BE UNDERTAKEN. ACCORDINGLY, NO ASSURANCE CAN BE GIVEN AS TO THE LIQUIDITY OF, OR TRADING MARKETS FOR, THE SHARES.

CERTAIN DEFINITIONS

In this prospectus, unless the context otherwise requires:

• “1915 Law” refers to the Luxembourg law of August 10, 1915 on commercial companies, as amended;

• “2001 Law” refers to the Luxembourg law of August 1, 2001 on the circulation of securities, as amended;

• “2011 Law” refers to the Luxembourg law of May 24, 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, as amended;

• “2013 Law” refers to the Luxembourg law of April 6, 2013 on dematerialized securities, as amended;

• “2018 Notes” refers to the €325 million aggregate principal amount of GDF’s 7.500% Senior Notes due 2018 issued by GDF on January 31, 2013 under the 2018 Notes Indenture;

• “2018 Notes Indenture” refers to the indenture governing the 2018 Notes dated January 31, 2013, as amended and supplemented from time to time, by and among GDF, as issuer, Deutsche Trustee Company Limited, as Trustee and the other parties named therein;

• “2019 Notes” refers to the €175 million aggregate principal amount of GTF’s 10.375% Senior Notes due 2019 issued by GTF on April 21, 2011 under the 2019 Notes Indenture;

• “2019 Notes Indenture” refers to the indenture governing the 2019 Notes dated April 21, 2011, as amended and supplemented from time to time, by and among GTF, as issuer, Deutsche Trustee Company Limited, as Trustee and the other parties named therein;

• “Absorbed Companies” refers to the companies referred to in “Principal Shareholders— Shareholder Reorganization—Shareholder Reorganization”;

• “Admission to Trading” refers to the admission to trading of our Shares on the Spanish Stock Exchanges;

• “Amadeus” refers to Amadeus IT Group, S.A.;

• “ARC” refers to the Airlines Reporting Corporation, Arlington, Virginia;

• “Ardian” refers to Ardian France S.A. (formerly known as AXA Investment Managers Private Equity Europe);

• “Ardian Funds” refers to funds advised or managed by Ardian;

• “Ardian Vehicles” refers to AXA LBO Fund IV FCPR, AXA LBO Fund IV Supplementary FCPR and AXA Co-Investment Fund III L.P.;

• “Articles of Incorporation” refers to the articles of incorporation of the Company, as amended from time to time;

• “Axeurope” refers to Axeurope S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, with its registered office at 21, boulevard Grande Duchesse Charlotte, L-1331 Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg) under number B 159.139;

• “Board of Directors” refers to the board of directors (conseil d’administration) of the Company;

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• “BSP” refers to a billing and settlement plan;

• “CAGR” refers to compound annual growth rate;

• “CET” refers to Central European Time;

• “charter flights” refers to flights on chartered aircrafts offered on an ad hoc basis;

• “CGU” refers to cash generating units;

• “CNMV” refers to the Comisión Nacional del Mercado de Valores, the Spanish securities regulator;

• “Combination” refers to the combination of the eDreams Group with the GoVoyages Group and the Opodo Group to form eDreams ODIGEO, which was achieved through a contribution to the Company of the eDreams Group by the Permira Funds and the GoVoyages Group by the Ardian Funds in exchange for shares of the Company and the acquisition by a subsidiary of the Company of 100% of the share capital of Opodo from Amadeus IT Group, S.A. (“Amadeus”) effective June 30, 2011 (the “Opodo Acquisition”);

• “Company” refers to eDreams ODIGEO, a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg) under number B 159.036 (previously known as “LuxGEO Parent S.à r.l.”);

• “Consolidated Annual Financial Statements” refers to the audited consolidated financial statements of the Company and its subsidiaries as of and for the years ended March 31, 2013 and March 31, 2012, including the notes thereto;

• “Consolidated Financial Statements” refers to the Consolidated Annual Financial Statements and the Consolidated Interim Financial Statements;

• “Consolidated Interim Financial Statements” refers to the unaudited consolidated financial statements of the Company and its subsidiaries as of December 31, 2013 and for the nine-month periods ended December 31, 2013 and December 31, 2012, respectively, including the notes thereto;

• “Convertible Subordinated Shareholder Bonds” refers to the convertible bonds issued by GTF on June 30, 2011 to Axeurope and Luxgoal in connection with the Opodo Acquisition and the simultaneous formation of the eDreams ODIGEO Group;

• “CSSF” refers to the Commission de Surveillance du Secteur Financier, the Luxembourg securities regulator;

• “Direct Connect” and “Direct Connects” refer to the proprietary technology we use to distribute certain network and low-cost carrier flight products (and where the context requires, such flight products) by either connecting customers directly to an airline’s proprietary inventory platform that we can access under a formal agreement or by facilitating customers to book via an airline’s public access website, in each case, without the intermediation of a GDS;

• “Director” refers to a member of the Board of Directors;

• “DTA” refers to deferred tax asset;

• “Dynamic Packages” refers to dynamically priced packages consisting of a flight product and a hotel booking that travelers customize based on their individual specifications by combining select products from different travel suppliers through us;

• “eDreams” and “eDreams Group” refer to eDreams Inc., a corporation organized under the laws of the State of Delaware on January 28, 1999, and its subsidiaries, and where the context requires, the brands associated with such entities;

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• “eDreams ODIGEO”, “eDreams ODIGEO Group”, “we”, “us” and “our” refer to the Company and its subsidiaries;

• “EUR”, “euro” and “€” refer to the single currency introduced at the start of the third stage of the European Economic Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended from time to time;

• “Eurozone” refers to the region composed of members states of the European Union that at the relevant time have adopted the euro;

• “Five Arrows Vehicles” refers to FA GOAL Co-Invest I, FCPR Five Arrows Principal Investments, FCPR Five Arrows Principal Investments B and FCPR Five Arrows Co-Investments, which are investment vehicles affiliated with Rothschild and have historically invested in the Company together with Ardian;

• “flight business” refers to our operations relating to the sale of flight products;

• “flight products” refers to flight bookings (network carrier, low-cost carrier and charter flights), as well as related travel insurance;

• “GBP”, “sterling”, “pounds sterling”, or “£” refer to the lawful currency of the United Kingdom;

• “GDP” refers to gross domestic product;

• “GDF” refers to Geo Debt Finance S.C.A., a partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 282, route de Longwy, L-1940 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg) under number B 172.797;

• “GDS” refers to a global distribution system, also referred to as a computer reservation service, which provides a centralized, comprehensive repository of travel products, including availability and pricing of seats on airline flights and hotel accommodations;

• “Go Volo” refers to one of the brands associated with the GoVoyages Group;

• “GoVoyages” and “GoVoyages Group” refer to, before the Combination, Lyparis and its subsidiaries and, following the Combination, GoVoyages S.A.S. and GoVoyages Trade S.A.S., and where the context requires, the brands associated with such entities;

• “GTF” refers to Geo Travel Finance S.C.A., a partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 282, route de Longwy, L-1940 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg) under number B 159.022;

• “IATA” refers to the International Air Transport Association;

• “Iberclear” refers to the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.;

• “IFRS” refers to the International Financial Reporting Standards as adopted by the European Union;

• “Indentures” collectively refers to the 2019 Notes Indenture and the 2018 Notes Indenture;

• “Intercreditor Agreement” refers to the Intercreditor Agreement entered into on February 18, 2011, as amended and restated from time to time, including as amended by the amendment and restatement agreements dated April 15, 2011 and January 31, 2013, among, inter alia, GTF, the Trustee, certain lenders and Société Générale as security agent;

• “Joint Global Coordinators” refers to Deutsche Bank AG, London Branch and J.P. Morgan Securities plc acting as joint global coordinators in connection with the Offering;

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• “Liligo” refers to Findworks Technologies S.A., a public limited liability company (société anonyme) organized under the laws of France, with its registered office at 4, allée verte, F-75011 Paris, France, registered with the French Registre du Commerce et des Sociétés under number 483 314 134, and where the context requires, the brands associated with such entity;

• “Liligo Acquisition” refers to the acquisition by us of all shares in Findworks Technologies S.A. that was consummated on October 2, 2013;

• “Link Entity” refers to BNP Paribas Securities Services, Sucursal en España;

• “LMV” refers to the Spanish law of July 28, 1988 on the securities market (Ley 24/1988, de 28 julio, del Mercado de Valores), as amended, including by the Spanish law of October 4, 2011 (Ley 32/2011, de 4 octubre, por la que se modifica la Ley 24/1988, de 28 julio, del Mercado de Valores);

• “low-cost carrier” refers to an airline with a lower operating cost structure than competitors that generally offers lower ticket fares and limited services, often charging for extra services like food, priority boarding, seat allocation and baggage;

• “Luxembourg” refers to the Grand Duchy of Luxembourg;

• “Luxembourg GAAP” refers to the accounting principles generally accepted in Luxembourg;

• “LuxCSD Principal Agent” refers to BNP Paribas Securities Services, Luxembourg branch;

• “LuxGEO” refers to LuxGEO S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, with its registered office at 282, route de Longwy, L-1940 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg) under number B 152.198. LuxGEO is an indirect wholly owned subsidiary of the Company;

• “Luxgoal” refers to Luxgoal S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, with its registered office at 282, route de Longwy, L-1940 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg) under number B 152.268;

• “Luxgoal 2” refers to Luxgoal S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, with its registered office at 282, route de Longwy, L-1940 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg) under number B 164.796;

• “Luxgoal 3” refers to Luxgoal 3 S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, with its registered office at 282, route de Longwy, L-1940 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg) under number B 184.368;

• “Lyeurope” refers to Lyeurope S.A.S., a société par actions simplifiée organized under the laws of France, with its registered office at 14 rue de Clery, 75002 Paris (France), registered with the French Registre du Commerce et des Sociétés under number 522 727 700 RCS Paris, which was created for purposes of the acquisition of the GoVoyages group by Ardian France S.A. in July 2010 and which is the holding company of Lyparis;

• “Lyparis” refers to Lyparis S.A.S., a société par actions simplifiée unipersonnelle organized under the laws of France, with its registered office at 14 rue de Clery, 75002 Paris (France) and registered with the French Registre du Commerce et des Sociétés under number 491 249 520 RCS Paris, a direct 100% owned subsidiary of Lyeurope;

• “Minority Shareholders” refers to certain current and former employees of the Company (including Javier Pérez-Tenessa de Block, our founder, Chief Executive Officer and Chairman of our Board of Directors, and

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other members of our Senior Management) and “friends and family” shareholders of the Company who, immediately following the completion of the Shareholder Reorganization, held in the aggregate approximately 8.1% of the issued and outstanding Shares;

• “Minority Selling Shareholders” refers to Minority Shareholders who are selling Shares in the Offering;

• “multi-GDS flight products” refers to products whereby the components (e.g., the outbound flight and the inbound flight) are sourced via different GDSs;

• “net fare flight products” refers to flight products the fares of which are negotiated with airlines;

• “network carrier” refers to an airline which typically has an international route network and actively markets connecting flights via airline hub airports and provides the transfer services for passengers and their baggage;

• “NOLs” refers to net operating losses;

• “non-flight business” refers to our operations relating to the sale of non-flight products, as well as other non-travel activities such as advertising on our websites, incentives we receive from payment processors, charges on toll calls and Liligo’s metasearch activity;

• “non-flight products” principally refers to hotel bookings, Dynamic Packages, car rentals and vacation packages, as well as related travel insurance;

• “Nordics” refers to Denmark, Finland, Norway and Sweden;

• “Notes” collectively refers to the 2019 Notes and the 2018 Notes;

• “Opodo” and “Opodo Group” refer to Opodo Limited and its subsidiaries, and where the context requires, the brands associated with such entities;

• “Opodo Acquisition” refers to the acquisition of Opodo Limited by LuxGEO S.à r.l. from Amadeus IT Group, S.A. that was consummated on June 30, 2011;

• “Opodo Tours” refers to Opodo Tours GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, with its registered office at Mönckebergstraße 27, 20095 Hamburg (Germany), registered with the Commercial Register of the District Court of Hamburg (Handelsregister des Amtsgerichtes Hamburg) under number HRB 115167, all shares in which have been sold by Opodo to Seven Ventures GmbH, Unterföhring (Germany) and Mr. Frank Riecke, Hamburg (Germany) pursuant to a share purchase agreement dated July 3, 2012, effective August 14, 2012, and subsequently renamed TROPO GmbH;

• “Orders” refers to delivered transactions, i.e., Bookings (see “Presentation of Financial and Other Data— Non-GAAP Measures”), as well as transactions that are ultimately not processed, for example, due to credit card issues;

• “OTA” refers to online travel agencies;

• “Other Ardian Co-investors” refers to entities affiliated with the CIC banking group, Massena and Dentressangle that have historically invested in the Company together with Ardian;

• “overcommissions” refers to commissions paid by certain travel suppliers based on the year-end achievement of pre-defined targets;

• “Paying Agent” refers to BNP Paribas Securities Services, Sucursal en España;

• “Permira Funds” refers to one or more funds advised by Permira Asesores, S.L. or affiliated entities;

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• “Principal Selling Shareholders” refers to Luxgoal 3, the Ardian Funds, Willinvest & GMPI, the Five Arrows Vehicles, Luxgoal 2 and the other Ardian Co-investors who are selling Shares in the Offering;

• “Principal Shareholders” refers to Luxgoal 3, the Ardian Funds, Willinvest & GMPI, the Five Arrows Vehicles, Luxgoal 2 and the other Ardian Co-investors who, immediately following the completion of the Shareholder Reorganization, held in the aggregate approximately 91.9% of the issued and outstanding Shares;

• “Principal Shareholder Group” refers to Luxgoal 3 together with its affiliates and/or the Ardian Funds together with their affiliates;

• “Prospectus Directive” refers to Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended;

• “Prospectus Law” refers to the Luxembourg law of July 10, 2005 on prospectuses for securities, as amended (loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières, telle que modifiée);

• “ReallyLateBooking” refers to IIPIR Software Development S.L., a limited liability company (Sociedad Limitada) organized under the laws of Spain, having its registered office at Santa Catalina street 11 3 B, Majadahonda, 28220, Madrid, Spain, and registered with the Madrid Commercial Register (Registro Mercantil de Madrid) under number B 862 333 68;

• “regular flights” refers to flight products on a network or low-cost carrier;

• “Revolving Credit Facility” refers to the revolving facilities and letters of credit and guarantee facilities made available under the Revolving Credit Facility Agreement;

• “Revolving Credit Facility Agreement” refers to a revolving credit facility agreement dated January 31, 2013 between, among others, GTF as the parent and obligor, certain of GTF’s subsidiaries, as borrowers and guarantors, Credit Suisse International, Goldman Sachs International, Lloyds TSB Bank plc, Société Générale and UBS Limited as mandated lead arrangers, and Société Générale as agent and security agent, as amended and restated from time to time;

• “sector” refers to a part of the travel market;

• “segment” refers to our financial reporting segments of Core and Expansion (for a discussion, see “Management’s Discussion and Analysis of Our Financial Condition and Results of Operations—Overview”);

• “Selling Shareholders” refers to the Principal Selling Shareholders and the Minority Selling Shareholders;

• “Senior Credit Facilities Agreement” refers to the senior credit facilities agreement entered into between LuxGEO Parent S.à r.l., the Senior Facilities Agent, the Security Agent, the Senior Lenders thereunder and others dated February 18, 2011, as amended and restated from time to time, which was terminated as of January 31, 2013;

• “Senior Management” refers to the management group comprised as of the date of this prospectus of Javier Pérez-Tenessa de Block, our Chairman and Chief Executive Officer, Dana Dunne, our Chief Operating Officer, David Elízaga, our Chief Financial Officer, Mauricio Prieto, our Chief Marketing Officer, and Philipe Vimard, our Chief Technology Officer;

• “service fees” refers to the total difference between the price at which we source a product and sell that product to a customer, which difference includes, among other components, any mark-up to the price at which we source a product and fees that we charge customers in connection with a booking;

• “service fees per flight Booking” refers to service fees earned in respect of flight products divided by the number of flight Bookings;

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• “Settlement” refers to the delivery of the Shares sold pursuant to the Offering through the book-entry facilities of Iberclear against payment of the purchase price to the accounts of purchasers thereof;

• “Shareholders” refers to the shareholders of the Company;

• “Shareholders’ Agreement” refers to the shareholders’ agreement entered into on the date of pricing of the Offering by and among Luxgoal 3, the Ardian Vehicles and Javier Pérez-Tenessa de Block in respect of the Company;

• “Shareholder Merger” refers to the merger of the Absorbed Companies into the Company, as described in “Principal Shareholders—Shareholder Reorganization—Shareholder Reorganization”;

• “Shareholder Reorganization” refers to the reorganization of our shareholder structure that took place shortly after the pricing of the Offering but prior to the date of this prospectus, following which the Shareholders held Shares directly in the Company as set out in “Principal Shareholders”;

• “Shares” refers to our ordinary shares with a nominal value of €0.10 each issued by the Company under the laws of the Grand Duchy of Luxembourg;

• “Spanish GAAP” refers to the accounting principles generally accepted in Spain;

• “Spanish Stock Exchanges” refers to the Madrid, Barcelona, Bilbao and Valencia stock exchanges;

• “Travellink” refers to Travellink AB, a limited liability company in the form of a Swedish Aktiebolag organized under the laws of Sweden having its registered office at Box 1108, 17222 Sundbyberg, Sweden, and registered under number 556596-2650, and where the context requires, the brands associated with such entity;

• “U.K.” refers to the United Kingdom of Great Britain and Northern Ireland;

• “Underwriters” refers to the underwriters of the Offering listed under “Plan of Distribution”;

• “Unconsolidated 2011 Financial Statements” refers to the audited unconsolidated financial statements of the Company as of March 31, 2011 and for the period from February 14, 2011 to and including March 31, 2011, including the notes thereto, the balance sheet and profit and loss account of which have been audited in accordance with Luxembourg GAAP and the statements of cash flows and of changes in equity of which have been audited in accordance with International Standard on Accounting 805;

• “U.S.” and “U.S.A.” refer to the United States of America;

• “USD”, “U.S. dollar” and “$” refer to the lawful currency of the United States of America;

• “VAT” refers to value added tax;

• “Willinvest & GMPI” refers to Willinvest and Gestion Mobilière, Patrimoniale et Immobilière (G.M.P.I.), which are companies controlled indirectly by Groupe Arnault SAS and have historically invested in the Company together with Ardian; and

• “XML” refers to extensible mark-up language (“XML”).

MARKET AND INDUSTRY DATA

Certain information set forth in this prospectus has been derived from the following external sources:

• “App Annie” rankings of apps for mobile devices;

• The Economist Intelligence Unit (“EIU”) research data and reports;

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• “Eurostat” statistics database hosted on the internet site of the European Commission;

• IHS Inc. (“IHS”), November 2013 publication;

• International Air Transport Association (“IATA”), various statistics available on IATA’s internet site;

• International Civil Aviation Organization (“ICAO”), Air Transport Monthly Monitor;

• International Data Corporation (“IDC”), “Worldwide New Media Market Model”, 1H13, July 2013;

• PhoCusWright, European Online Travel Overview, Fifth Edition—October 2009;

• PhoCusWright, European Online Travel Overview, Sixth Edition—November 2010;

• PhoCusWright, European Online Travel Overview, Seventh Edition—November 2011;

• PhoCusWright, European Online Travel Overview, Eighth Edition—December 2012;

• PhoCusWright, European Online Travel Overview, Ninth Edition—December 2013;

• PhoCusWright, U.S. Online Travel Overview, Twelfth Edition—November 2012;

• PhoCusWright, Asia Pacific Online Travel Overview, Sixth Edition—October 2013;

• PhoCusWright, Latin American Online Travel Overview—April 2011;

• PhoCusWright, Japan Online Travel Overview—March 2013;

• PhoCusWright, “Online Travel Agency Flight Retailing” report prepared for and commissioned by the Company dated February 3, 2014;

• Travelport 2012 Annual Report (Travelport)

• U.S. Travel Association (“U.S. Travel”), various forecasts available on U.S. Travel’s internet site;

• The WM Company (“WMR”) financial research data; and

• World Travel and Tourism Council (“WTTC”), Global Impact Report—2010.

The above PhoCusWright sources are collectively referred to as “PhoCusWright” in this prospectus. The above external sources mainly include industry surveys and publications and macroeconomic data. Industry surveys and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but some of this information may have been derived from estimates or subjective judgments or have been subject to limited audit and validation. While we believe this market data to be accurate and correct, we have not independently verified it. Market data presented in this section are based principally on PhoCusWright’s aggregations or calculations of gross bookings, revenues (on a net basis) and operating margins from publicly available sources, unless otherwise stated. Our estimates of our sector positions are based on gross bookings in 2012. We have accurately reproduced the sector share and industry data, and as far as we are aware and able to ascertain from various market research publications, publicly available information and industry publications, including reports published by the third-party sources identified above, no facts have been omitted which to our knowledge would render the reproduced information inaccurate or misleading. However, you should note that the measures aggregated or calculated by PhoCusWright are non-GAAP measures and as a result, may not be directly comparable to similarly titled measures disclosed among companies operating in our industry, including us.

Unless otherwise stated, PhoCusWright data as presented herein are actual for the period 2007-2012 and estimated for the period 2013-2015, with the exception of data stemming from PhoCusWright’s Latin American Online Travel Overview referred to above, which are actual for the period 2006-2011 and estimated for the period 2012-2014.

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RESPONSIBILITY STATEMENT

The Company assumes responsibility for the content of this prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this prospectus is, to the best of its knowledge, in accordance with the facts and that it makes no omission likely to affect its import.

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, the discussion of the changing dynamics of the marketplace and the Company’s outlook for growth in the travel industry both within and outside of France, Germany, Spain, Italy, the United Kingdom, and the Nordics. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “aims”, “anticipates”, “believes”, “continues”, “could”, “estimates”, “expects”, “forecasts”, “guidance”, “intends”, “may”, “plans”, “should” or “will” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition and performance, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual financial condition, results of operations and cash flows, and the development of the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our financial condition, results of operations and cash flows, and the development of the industry in which we operate are consistent with the forward- looking statements contained in this prospectus, those results or developments may not be indicative of our results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to:

• the impact on our revenue, profits and cash flow resulting from general economic conditions, consumer confidence, spending patterns and disruptions (including those related to natural disasters and health pandemics) affecting the travel industry specifically;

• changes, restrictions or disruptions affecting our technology platforms or the technology of our third-party service providers;

• the impact on our revenue, profits and cash flow resulting from our inability to successfully compete against current and future competitors (including increasing competition from metasearch and online portal companies);

• the impact on our revenue, profits and cash flow resulting from adverse changes affecting our relationships with travel product suppliers and suppliers’ intermediaries which could reduce our access to travel products content and/or increase our costs;

• the laws, rules and regulations to which we are subject and the potential for changes to those laws, rules and regulations;

• restrictions in the use of our brands;

• the impact of seasonal fluctuations;

• our exposure to risks associated with online commerce security and particularly payment fraud;

• our ability to attract and retain highly skilled personnel and other qualified executives and employees;

• our substantial leverage and ability to meet significant debt service obligations, including significant repayment requirements in the coming years;

xiii

• restrictions in our debt instruments that could impair our activities;

• our exposure to interest rate risk, hedging risk and currency fluctuations;

• risks associated with our structure and ownership; and

• other factors discussed or referred to in this prospectus.

The foregoing factors should not be construed as exhaustive. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We urge you to read this prospectus, including the sections entitled “Risk Factors”, “Management’s Discussion and Analysis of Our Financial Condition and Results of Operations”, “Industry Overview and Market Data” and “Business”, for a more complete discussion of the factors that could affect our future performance and the industry in which we operate.

We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this prospectus which may be made to reflect events or circumstances after the date of this prospectus, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events except as required by law or by the rules and regulations of the Spanish Stock Exchanges.

AVAILABILITY OF PROSPECTUS

This prospectus will be published on the Company’s website (www.edreamsodigeo.com). Note that nothing on the Company’s website (www.edreamsodigeo.com) is intended to be, or should be construed as being part of, this prospectus. Furthermore, the prospectus will be available free of charge as of April 4, 2014 during regular business hours at the registered office of the Company at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg. This prospectus will also be published on the websites of the Company (www.edreamsodigeo.com) and of the Luxembourg Stock Exchange (www.bourse.lu), and the Spanish translation of the summary of the prospectus will be available on the website of the CNMV (www.cnmv.es).

INSPECTION OF DOCUMENTS AND AVAILABILITY OF FUTURE FINANCIAL INFORMATION

For a period of 12 months following the Admission to Trading, copies of the following documents will, when published, be available for inspection free of charge during regular business hours on any weekday (Saturdays, Sundays and Luxembourg public holidays excluded) at the registered office of the Company at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg.

• the Articles of Incorporation;

• the audited consolidated financial statements of the Company and its subsidiaries as of and for the years ended March 31, 2013 and March 31, 2012, respectively, including the notes thereto (the “Consolidated Annual Financial Statements”);

• the unaudited consolidated financial statements of the Company and its subsidiaries as of December 31, 2013 and for the nine-month periods ended December 31, 2013 and December 31, 2012, respectively, including the notes thereto (the “Consolidated Interim Financial Statements”); and

• the audited unconsolidated financial statements of the Company as of March 31, 2011 and for the period from February 14, 2011(the date of incorporation of the Company) to and including March 31, 2011, including the notes thereto (the “Unconsolidated 2011 Financial Statements”), the balance sheet and profit and loss account of which have been audited in accordance with Luxembourg GAAP and the statements of cash flows and of changes in equity of which have been audited in accordance with International Standard on Accounting 805.

The Company’s future annual and interim financial information, which the Company will be required to publish pursuant to the Luxembourg law of January 11, 2008 relating to the transparency requirements in relation to information about an issuer whose securities are admitted to trading on a regulated market, as amended, will be available on the Company’s website (www.edreamsodigeo.com) and on the website of the Luxembourg Stock

xiv

Exchange (www.bourse.lu) and may be inspected at the registered office of the Company at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg.

Note that nothing on the Company’s website (www.edreamsodigeo.com) or on any other website to which reference is made in this prospectus is intended to be, or should be construed as being part of, this prospectus.

AVAILABLE INFORMATION

For so long as any Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act.

EXCHANGE RATE AND CURRENCY INFORMATION

Unless otherwise indicated, references in this prospectus to “sterling”, “pounds sterling”, “GBP” or “£” are to the lawful currency of the United Kingdom; references to “euro” or “€” are to the single currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty on the functioning of the European Community, as amended from time to time; and references to “U.S. dollars”, “dollars”, “U.S.$”, “USD” or “$” are to the lawful currency of the United States of America.

The following table sets forth, for the periods set forth below, the high, low, average and period end Bloomberg Composite Rate expressed as (i) U.S. dollars per €1.00 and per £1.00 and (ii) pounds sterling per €1.00. The Bloomberg Composite Rate is a “best market” calculation, in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a midvalue rate between the applied highest bid rate and the lowest ask rate. The rates may differ from the actual rates used in the preparation of the Consolidated Financial Statements, the Unconsolidated 2011 Financial Statements and other financial information appearing in this prospectus. The Company does not represent that the U.S. dollar or euro amounts referred to below could be or could have been converted into pounds sterling at any particular rate indicated or any other rate.

The average rate for a year means the average of the Bloomberg Composite Rates on the last day of each month during a year. The average rate for a month, or for any shorter period, means the average of the daily Bloomberg Composite Rates during that month, or shorter period, as the case may be.

The Bloomberg Composite Rate of euro on March 31, 2014 was $1.3772 per €1.00, $1.6681 per £1.00 and £0.8257 per €1.00.

Period end Average rate High Low

USD per EUR

Year 2009 ...................................................................................... 1.4326 1.3949 1.5134 1.2531 2010 ...................................................................................... 1.3387 1.3266 1.4513 1.1923 2011 ...................................................................................... 1.2959 1.3926 1.4830 1.2907 2012 ...................................................................................... 1.3192 1.2860 1.3458 1.2061 2013 ...................................................................................... 1.3743 1.3285 1.3804 1.2780 2014 (through March 31) ....................................................... 1.3772 1.3687 1.3925 1.3505


USD per EUR

Month October 2013......................................................................... 1.3583 1.3639 1.3804 1.3520 November 2013 ..................................................................... 1.3591 1.3497 1.3606 1.3367 December 2013 ..................................................................... 1.3743 1.3703 1.3803 1.3542 January 2014 ......................................................................... 1.3488 1.3623 1.3763 1.3488

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February 2014 ....................................................................... 1.3802 1.3670 1.3802 1.3519 March 2014 ........................................................................... 1.3772 1.3830 1.3925 1.3733


USD per GBP



USD per GBP

Month October 2013......................................................................... 1.6038 1.6091 1.6236 1.5951 November 2013 ..................................................................... 1.6368 1.6114 1.6368 1.5905 December 2013 ..................................................................... 1.6556 1.6382 1.6556 1.6264 January 2014 ......................................................................... 1.6441 1.6473 1.6637 1.6354 February 2014 ....................................................................... 1.6745 1.6566 1.6747 1.6305 March 2014 ........................................................................... 1.6681 1.6625 1.6762 1.6496


GBP per EUR



GBP per EUR

Month October 2013......................................................................... 0.8467 0.8476 0.8566 0.8352 November 2013 ..................................................................... 0.8303 0.8377 0.8467 0.8303 December 2013 ..................................................................... 0.8306 0.8365 0.8465 0.8280 January 2014 ......................................................................... 0.8206 0.8270 0.8344 0.8174 February 2014 ....................................................................... 0.8243 0.8252 0.8326 0.8176 March 2014 ........................................................................... 0.8257 0.8319 0.8396 0.8209

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SUMMARY OF THE PROSPECTUS

Summaries are made up of disclosure requirements, referred to as “Elements”. These Elements are numbered in

Sections A - E (A.1 - E.7). This summary contains all the Elements required to be included in a summary for this

type of securities and issuer. Since a number of points do not need to be addressed, there may be gaps in the

numbering sequence. Even though an Element may be required to be inserted in the summary because of the type of

securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a

brief description of the point with “not applicable” is included.

In this summary of the prospectus, “eDreams ODIGEO”, “eDreams ODIGEO Group”, “the Group”, “we”, “us”

and “our” refer to the Company (as defined in B.1. below) and its subsidiaries.

A. – Introduction and Warnings

A.1. Warnings. This summary should be understood as an introduction to the prospectus. Any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor.

Where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor might, under the relevant national legislation of the individual member states of the European Economic Area, have to bear the costs of translating the prospectus before legal proceedings are initiated.

A.2. Information regarding the subsequent use of the prospectus.

Not applicable. Consent regarding the use of the prospectus for a subsequent resale or placement of the securities has not been granted.

B. – Issuer

B.1. Legal and commercial name of the issuer.

The legal name of the company (the “Company”) is “eDreams ODIGEO”.

The Company trades under the commercial name “eDreams ODIGEO”.

B.2. Domicile and legal form of the issuer, legislation under which the issuer operates and country of incorporation.

The Company is domiciled in the Grand Duchy of Luxembourg and has its registered office at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg.

The Company is a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, the Company’s country of incorporation.

B.3. Description of, and key factors relating to, the nature of the issuer’s current operations and its principal activities, main products sold

Overview

We are a leading online travel company with a presence in 42 countries. We make flight and non-flight products directly available to travelers principally through our online booking channels (desktop websites, mobile websites and mobile apps) and via our call centers, as well as indirectly through white label distribution partners and

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and/or services performed and identification of the principal markets in which the issuer competes.

other travel agencies. With more than 14 million customers served in the year ended March 31, 2013, we are a worldwide leader in delivering flight products, which is our principal business. We also provide our customers with non-flight products, such as hotel bookings, “Dynamic Packages” (which refers to dynamically priced packages consisting of a flight product and a hotel booking that travelers customize based on their individual specifications by combining select products from different travel suppliers through us), car rentals and vacation packages.

Substantially all of our operations are in the leisure travel business. We derive the substantial majority of our revenue and profit from the sale of flight products in Europe. Our principal operations, as measured by Revenue Margin contribution, are in France, Germany, Spain, Italy, the United Kingdom and the “Nordics” (which refers to Denmark, Finland, Norway and Sweden). “Revenue Margin” means our revenue less supplies (each pursuant to the International Financial Reporting Standards as adopted by the European Union (“IFRS”)). Outside of Europe, we are present in a number of large countries, including, in order of Revenue Margin contribution, Australia, the United States, Argentina, Brazil, Turkey and Mexico.

We also have operations in the corporate travel sector, mainly in the Nordics, and are seeking to expand this business in certain of our other geographies in Europe. In October 2013, we completed the acquisition of Findworks Technologies S.A. (“Liligo”), a metasearch company with websites in 11 countries, with a view to integrating Liligo’s technology into our existing business and increasing our advertising and meta click-out revenue.

We use innovative technology and our relationships with suppliers, product know-how and marketing expertise to attract and allow customers to research, plan and book a broad range of travel products. We make our offers accessible to a broad range of customers, including leisure and corporate travelers, offline travel agents, and white label distribution partners.

We own and operate a strong portfolio of consumer brands composed of “eDreams” (which refers to eDreams Inc. and its subsidiaries and associated brands), “Opodo” (which refers to Opodo Limited and its subsidiaries and associated brands), “GoVoyages” (which refers to, before the combination of the eDreams group with the GoVoyages group and the Opodo group (the “Combination”), Lyparis and its subsidiaries, and after the Combination, GoVoyages S.A.S. and GoVoyages Trade S.A.S., and associated brands), “Travellink” (which refers to Travellink AB and associated brands), “Go Volo” (which refers to one of the brands associated with the GoVoyages group) and the recently acquired Liligo brand. Through our brands, we have historically focused on the flight sector of the travel market.

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Our Strengths

Our competitive strengths are the following:

• We believe we are a global leader in the online leisure flight sector and a category leader in European eCommerce, and this scale is beneficial to our business.

• Scalable state-of-the-art booking platform based on proprietary technology.

• Well positioned within a large, fragmented market with attractive secular growth trends and additional expansion opportunities.

• Proven growth track record with continued strong momentum.

• Strong profitability, sustainable margins and cash flow generation based on scale, revenue stream multiplication, breadth of product offering and broad geographic footprint.

• Sustainable competitive advantages and strong barriers to entry.

• Innovative and proven management team.

Our Strategy

Our key strategic objectives are the following:

• Continue investing in technological innovation as a driver of lower prices, strong margins, and higher growth and customer engagement.

• Expanding our geographic footprint to provide for long-term growth.

• Capturing growth opportunities in non-flight travel, including hotels, rental cars, Dynamic Packages, insurance, advertising sales, metasearch and, in the future, potentially in-destination services.

• Continue expanding our presence across different customer segments, booking channels and distribution channels.

• Benefit from attractive M&A opportunities.

B.4a. Most significant recent trends affecting the issuer and the industries in which it operates.

Our business has been, and may continue to be, affected by the following factors, trends and changes in the global economy in general and the travel industry in particular:

• economic cycles influenced by macroeconomic conditions and other factors outside our control, which cycles and factors affect

4

demand for travel products, including our own;

• increased internet penetration and, accordingly, online travel penetration;

• our ability to compete with new and existing market participants with the strength of our brands, technology and marketing track record, together with our acquisition of Liligo;

• trend towards travel bookings on mobile devices;

• fragmentation of the European travel industry due to the high number of countries, languages, currencies, tax and regulatory environments leading to localized competition;

• our continued ability to maintain our supplier relationships and to continue to access a supplier with which we do not have a formal relationship through our systems; and

• increased regulation affecting our business, including the European Economic Community Council Directive on Package Travel, Package Holidays and Package Tours imposing various obligations upon us.

B.5. Description of the group and the issuer’s position within the group.

The Company, with its registered office in Luxembourg, is the parent holding company of eDreams ODIGEO. The following chart provides an overview (in simplified form) of our subsidiaries as of the date of the prospectus.

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B.6. Persons who, directly or indirectly, have a (notifiable) interest in the issuer’s capital or voting rights or have control over the issuer.

As of the date of this prospectus, the following shareholders have a (notifiable) interest in the Company’s capital or voting rights in that they hold 5% or more of the Shares:

(1) A vehicle wholly owned by funds advised by Permira Asesores, S.L. or affiliated entities (such funds, the “Permira Funds”). Permira IV Continuing LP2 directly holds 68.42% of the share capital Luxgoal 3 S.à r.l.

(2) A fund managed by Ardian.

(3) Total share capital reflects the issuance of 4,878,049 Shares by the Company, which Shares are being sold in the Offering.

Shareholder

Number of

Shares owned

Percentage of

share capital(3)

Luxgoal 3 S.à r.l.(1)................................................................48,472,569 46.2% AXA LBO Fund IV FCPR(2) ................................26,167,103 25.0%

B.7. Selected historical key financial information.

The summary financial information as of December 31, 2013 and for the nine months ended December 31, 2013 and 2012, as of and for the years ended March 31, 2013 and 2012 and as of March 31, 2011 and for the period from February 14, 2011 to and including March 31, 2011 presented below has been derived from:

• the consolidated financial statements of the Company and its subsidiaries as of December 31, 2013 and for the nine-month periods ended December 31, 2013 and December 31, 2012, respectively (the “Consolidated Interim Financial Statements”), which are unaudited;

• the consolidated financial statements of the Company and its subsidiaries as of and for the years ended March 31, 2013 and March 31, 2012, respectively (the “Consolidated Annual Financial Statements”), which have been audited by Deloitte Audit S.à r.l., our independent auditors; and

• the unconsolidated financial statements of the Company as of March 31, 2011 and for the period from February 14, 2011 to and including March 31, 2011 (the “Unconsolidated 2011 Financial Statements”), which have been audited by Deloitte Audit S.à r.l., our independent auditors.

As the following summary financial information has been derived from, and is not fully reflecting, the Consolidated Interim Financial Statements, the Consolidated Annual Financial Statements and the Unconsolidated 2011 Financial Statements, it is by its nature incomplete.

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Consolidated Income Statement Data

For the nine months ended December 31,

For the year ended March 31,

2013 2012 2013 2012

(unaudited) (audited)

(in thousand €)

Revenue ........................................................................................ 355,957 355,698 479,549 423,543 Operating profit/(loss) ................................................................... 49,502 54,869 63,360 15,863 Financial and similar income and expenses .................................... (46,953) (45,515) (83,141) (72,356)Profit/(loss) before taxes ................................................................ 2,549 9,322 (19,781) (56,493)Income tax .................................................................................... (11,677) (7,212) (3,617) (7,763)Profit and loss attributable to the parent company .......................... (9,128) 2,178 (23,330) (64,256)

Consolidated Statement of Financial Position Data

As of December 31,

As of March 31,

2013 2013 2012


(in thousand €)

Assets: Non-current assets .......................................................... 1,206,347 1,219,494 1,236,940

Current assets ................................................................................ 167,046 281,478 270,913

Total Assets .................................................................................. 1,373,393 1,500,972 1,507,853

Equity and liabilities: Shareholder’s equity (parent company) .......................................... 366,171 376,609 387,228 Non-current liabilities .................................................................... 715,046 705,986 680,929

Current liabilities ........................................................................... 292,176 418,377 439,696

Total Equity and Liabilities......................................................... 1,373,393 1,500,972 1,507,853

Consolidated Cash Flow Statement Data



2013 2012 2013 2012


(in thousand €)

Consolidated loss for the year ................................................... (9,128) 2,178 (23,330) (64,256)Net cash from operating activities ............................................. (13,236) 16,128 107,484 95,929 Net cash flow from/(used) in investing activities ....................... (28,395) (12,420) (18,335) (420,121)Net cash flow from/(used) in financing activities ....................... (30,882) (43,532) (50,413) 370,738

Net increase/(decrease) in cash and cash equivalent .............. (72,513) (39,824) 38,736 46,546

Cash and cash equivalents at beginning of period ...................... 159,157 119,346 119,345 72,022

Effect of foreign exchange rate changes .................................... (1,481) 526 1,074 778

Cash and cash equivalents at end of period ........................... 85,163 80,048 159,155 119,346

Cash at the closing Cash ......................................................................................... 89,649 87,035 159,201 119,443

8



2013 2012 2013 2012


(in thousand €)

Bank facilities and overdrafts.................................................... (4,486) (6,987) (46) (97)

Cash and cash equivalents at end of period ........................... 85,163 80,848 159,155 119,346

Unconsolidated 2011 Profit and Loss Account Data

For the period from February 14, 2011 to and including March 31,

2011

(audited)

(in €)

Charges Value adjustments in respect of

Formation expenses and tangible and intangible fixed assets(1) ............................................................ 141 Other operating charges(2) ...................................................................................................................... 16,082 Interest payable and other financial charges

Other interest and charges .................................................................................................................. 150

Other tax not shown under the above heading ........................................................................................ 1,575

Total Charges ...................................................................................................................................... 17,948

Income

Loss for the period................................................................................................................................. 17,948

Total Income ........................................................................................................................................ 17,948

(1) Relates to amortization of formation expenses by 20% in the period from February 14, 2011 to and including March 31, 2011 by 20% from €1,407 as of February 14, 2011 to €1,266 as of March 31, 2011.

(2) Other operating charges relates to the Company’s ordinary costs of conducting its business.

Unconsolidated 2011 Balance Sheet Data

As of March 31,

2011

(audited)

(in €)

Assets Formation expenses ............................................................................................................................... 1,266 Fixed assets

Financial assets Shares in affiliated undertakings(1) ................................................................................................. 31,000

Current assets

Cash at bank, cash in postal cheque accounts, cheques and cash in hand ............................................. 1,443

Total Assets .......................................................................................................................................... 33,709

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As of March 31,

2011

(audited)

(in €)

Liabilities Capital and reserves

Subscribed capital(2) ........................................................................................................................... 34,000

Loss for the financial period ............................................................................................................... (17,948)

16,052 Non-subordinated debt

Trade creditors

due in one year or less ................................................................................................................... 17,657

Total Liabilities ................................................................................................................................... 33,709

(1) Relates to the holding of 3,099,997 ordinary shares in, representing 99.99% of share capital of, Geo Travel Finance S.C.A.

(2) Relates to the Company’s share capital, which as of March 31, 2011 was €34,000, split into 3,400,000 shares with a par value of €0.01 each.

Unconsolidated 2011 Cash Flow Statement Data

For the period from

February 14, 2011 to and including March 31, 2011

(audited)

(in €)

Net Profit / (Loss) ............................................................................................................................ (17,948) Value adjustment in respect of formations expenses, tangibles and intangible fixed assets .................. 141 Changes in working capital ................................................................................................................ 17,657 Net cash from operating activities ................................................................................................... (150) Acquisitions of financial assets .......................................................................................................... (31,000) Net cash flow from / (used) in investing activities ........................................................................... (31,000) Proceeds of issue of shares (net of formation expenses) ...................................................................... 32,593 Net cash flow from / (used) in financing activities .......................................................................... 32,593 Net increase / (decrease) in cash and cash equivalents ........................................................................ 1,443

Cash and cash equivalents at beginning of period ............................................................................... –

Cash and cash equivalents at end of period .................................................................................... 1,443

10

Significant changes

to the issuer’s financial condition and operating results.

The following is a summary description of significant changes in the Company’s financial condition and operating results, as measured by “Bookings” (which refers to the number of transactions under the agency model and the principal model as well as transactions made via our white label distribution and sourcing partners; one booking can encompass one or more products and one or more passengers), Revenue Margin, “Recurring EBITDA” (which refers to profit/(loss) before financial and similar income and expenses, income tax, depreciation and amortization and profit/loss on disposals of non-current assets, certain share-based compensation, expenses related to the Combination and other income and expense items which are considered by management to not be reflective of our ongoing operations), for the nine months ended December 31, 2013 and 2012 and the years ended March 31, 2013 and 2012. Bookings, Revenue Margin and Recurring EBITDA are non-generally accepted accounting principles measures, which are not accounting measures as defined by IFRS. Each has limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for, or superior to, an analysis of our results as reported under IFRS.

Our key operating metrics and results of operations for the year ended March 31, 2012 include the results of the Opodo group for nine months only.

Significant Changes since December 31, 2013

There has been no significant change in the financial or trading position of the Company since December 31, 2013.

Comparison of the nine months ended December 31, 2013 and 2012

Bookings increased by 1.0 million, or 15.3%, to 7.3 million in the nine months ended December 31, 2013, from 6.3 million in the nine months ended December 31, 2012, principally due to the significant increase in Bookings following the migration of the multiple former separate operational platforms into one unified platform (the “One Platform”).

Revenue Margin increased by €43.8 million, or 16.3%, to €311.9 million in the nine months ended December 31, 2013, from €268.1 million in the nine months ended December 31, 2012, principally due to the significant increase in Bookings by 9.4%, as Revenue Margin per Booking remained fairly stable over the period.

Recurring EBITDA increased by €8.7 million, or 10.8%, to €89.1 million in the nine months ended December 31, 2013 from €80.3 million in the nine months ended December 31, 2012, principally due to the increase in Revenue Margin. This was partly offset by higher marketing expenditures and merchant costs principally driven by tactical marketing measures to increase our growth and further increased expenditures in respect of our operating infrastructure, in particular higher IT and personnel costs to support our growth

11

strategy.

Comparison of the years ended March 31, 2013 and 2012

Bookings increased by 1.0 million, or 12.9%, to 8.7 million in the year ended March 31, 2013 from 7.7 million in the year ended March 31, 2012, principally due to the acquisition by a subsidiary of the Company of 100% of the share capital of Opodo from Amadeus IT Group, S.A. (the “Opodo Acquisition”) as well as increased sales of “Direct Connect” (which refers to proprietary technology we use to distribute certain network and low-cost carrier flight products without the intermediation of a global distribution system or “GDS”) flight products (reflecting the continued trend towards an increasing proportion of Direct Connect flights in our product mix), “multi-GDS flight products” (which refers to products whereby the components (e.g., the outbound flight and the inbound flight) are sourced via different GDSs) and “net fare flight products” (which refers to flight products the fares of which are negotiated with airlines). Our geographical expansion into new markets (39 countries as of March 31, 2013 compared to 29 countries as of March 31, 2012) and higher volumes of travel products sold in certain regions, in particular in France, the United Kingdom, the Nordics (albeit from a relatively low base in the Nordics) and, to a lesser extent, in Italy. The increase in Bookings in the year ended March 31, 2013 was partly offset by lower sales in Spain and Germany, in particular in Spain, reflecting lower consumer demand principally due to adverse economic conditions in those countries.

Revenue Margin increased by €53.3 million, or 16.7%, to €373.0 million in the year ended March 31, 2013, from €319.7 million in the year ended March 31, 2012, principally due to the Opodo Acquisition, as well as the higher sales volumes as described above under “—Bookings” and a higher average Revenue Margin per Booking. Our higher average Revenue Margin per Booking was principally a result of higher service fees and insurance revenue from our customers despite an

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