Obligation Aryzta Group 3.5% ( CH0253592783 ) en CHF

Aryzta Group

100 % ▲

Suisse

CH0253592783 ( en CHF )

3.5% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Aryzta AG CH0253592783 en CHF 3.5%, échéance Perpétuelle

5 000 CHF

190 000 000 CHF

28/04/2026 ( Dans 294 jours )

Aryzta AG est une société suisse de boulangerie industrielle cotée en bourse, spécialisée dans la production et la distribution de produits de boulangerie surgelés pour le secteur de la restauration et de la grande distribution.

L'Obligation émise par Aryzta Group ( Suisse ) , en CHF, avec le code ISIN CH0253592783, paye un coupon de 3.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

ARYZTA AG
(a stock corporation incorporated under Swiss law in accordance with articles 620 et seqq. of the Swiss Code of Obligations (the "CO") and registered in
Switzerland with registered number CHE-114.160.610)
Offering of 900,184,940 registered shares with a nominal value of CHF 0.02 each
Offer Price: CHF 1.00 per Offered Share
ARYZTA AG (the "Company", together with its subsidiaries "we", "our" or the "Group" or "ARYZTA") is offering 900,184,940 registered shares with a
nominal value of CHF 0.02 each (the "Offered Shares"). The Offered Shares will be newly issued in an ordinary capital increase against cash contributions
approved by the Company's shareholders at the annual shareholders' meeting of the Company (the "Annual Shareholders' Meeting") held on 1 November
2018. The Offered Shares, together with all previously issued and outstanding registered shares of the Company (the "Existing Shares") (including Existing
Shares for which CREST depository interests ("CDIs") are outstanding), are referred to herein as the "Shares", and each a "Share".
The offering ("Offering") consists of (i) an offer in which shareholders of the Company (the "Shareholders" and each a "Shareholder") who hold Existing
Shares (other than the Company or its subsidiaries with respect to the Existing Shares that are treasury shares) will receive rights to subscribe on a pro rata
basis for the Offered Shares (the "Rights") at the Offer Price (as defined below) (the "Subscription Offer") and (ii) a subsequent international offering, in
which Offered Shares in respect of which Rights have not been validly exercised during the Rights Exercise Period (as defined below) may be sold to
eligible institutional investors or others, including through a sale on the SIX Swiss Exchange and the Irish Stock Exchange (the "Share Placement"). The
Offering involves (x) public offerings in Switzerland and Ireland, (y) private placements outside the United States of America (the "United States" or the
"US") in accordance with applicable securities laws and in reliance on Regulation S ("Regulation S") under the US Securities Act of 1933, as amended (the
"Securities Act"), and outside Ireland on the basis of exemptions provided by Directive 2003/71/EC of the European Parliament and the Council of
4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (including Directive 2010/73/EU, the
"Prospectus Directive"), together with any relevant implementing measures, in accordance with applicable securities laws, and (z) private placements
within the United States to qualified institutional buyers ("QIBs") as defined in, and in reliance upon, the exemption from the registration requirements of the
Securities Act provided by Rule 144A under the Securities Act ("Rule 144A").
Subject to applicable law and the terms and conditions of this prospectus and any supplements hereto (the "Prospectus"), holders of Existing Shares (other
than the Company or its subsidiaries with respect to the Existing Shares that are treasury shares), after the later of the close of trading on the SIX Swiss
Exchange Ltd ("SIX Swiss Exchange") and the Main Securities Market of the Irish Stock Exchange plc (trading as Euronext Dublin) (the "Irish Stock
Exchange") on 6 November 2018 (the "Cut-off Date"), will be allotted 10 Rights per each Existing Share held. One Right will grant the holder thereof the
right to purchase during the Rights Exercise Period (as defined in the following paragraph) one Offered Share at the offer price of CHF 1.00 per Offered
Share (the "Offer Price") (the "Subscription Ratio"). Rights may be only exercised in integral multiples of the Subscription Ratio.
Rights must be exercised between 7 November 2018 and 15 November 2018, 12:00 noon (CET) (the "Rights Exercise Period"). Rights which have not
been validly exercised during the Rights Exercise Period (including Rights with respect to which the holders are not permitted to exercise such Rights in
accordance with the terms of this Prospectus, and exercised Rights in excess of the nearest integral multiple of the Subscription Ratio) will expire and
become null and void without compensation and Offered Shares for which Rights have not been validly exercised during the Rights Exercise Period will be
available for sale in the Share Placement. The exercise of Rights will be effective at the Offer Price and is irrevocable and may not be cancelled, modified,
rescinded or withdrawn by those exercising.
The exact number of Offered Shares for which Rights have been validly exercised and the final number of Offered Shares which have been offered in the
Share Placement will be published in the electronic media (including via a regulatory information service) and by press release after the close of trading on
SIX Swiss Exchange on or about 15 November 2018. The Existing Shares are listed in accordance with the International Reporting Standard on the SIX
Swiss Exchange under the symbol "ARYN" and, respectively, in accordance with the requirements of the Main Securities Market (secondary listing
segment) of the Irish Stock Exchange under the symbol "YZA". The Existing Shares are expected to be traded without Rights (ex Rights) beginning on
7 November 2018.
The Company has applied for and approval has been given by the SIX Swiss Exchange, subject to certain conditions, for the Rights to be admitted to trading
and for the Offered Shares to be admitted to trading and listed in accordance with the International Reporting Standard on SIX Swiss Exchange (the "Swiss
Admission"). Application will be made to the Irish Stock Exchange for the Offered Shares to be admitted to (i) listing on the secondary listing segment of the
Official List of the Irish Stock Exchange and (ii) trading on the Main Securities Market of the Irish Stock Exchange (the "Irish Admission" and together with
the Swiss Admission, "Admission"). Goodbody Stockbrokers UC (trading as Goodbody) is acting as Corporate Broker and Irish Sponsor in connection with
the Irish Admission. The Rights are expected to be traded on the SIX Swiss Exchange during the period from (and including) 7 November 2018 to (and
including) 13 November 2018 (the "Rights Trading Period"). The Rights will not be admitted to trading on the Irish Stock Exchange. It is expected that the
Offered Shares will be listed and that trading in the Offered Shares on the SIX Swiss Exchange and, respectively, the Irish Stock Exchange will commence on
or about 19 November 2018. The Offered Shares are to be accepted for clearance through SIX SIS Ltd ("SIS") and, respectively, Eurex Clearing AG. Delivery
against payment for the Offered Shares in the form of intermediated securities (Bucheffekten) pursuant to the Federal Act on Intermediated Securities of
3 October 2008, as amended (the "FISA", Bucheffektengesetz) is expected to take place on or about 19 November 2018. Since the Offered Shares will be
issued in the form of de-materialised (or uncertificated) securities (Wertrechte), no share certificates will be issued and no share certificates will be available for
individual physical delivery. See "Part 18 Description of Share Capital and Shares 18.2 Description of Shares". Offering participants may elect to receive
CDIs as part of their subscription for or purchase of the Offered Shares.
No action has been or will be taken by the Company that would permit a public offering of the Rights or the Offered Shares in any jurisdiction other than
Switzerland and Ireland. The Rights and the Offered Shares have not been and will not be registered under the Securities Act or the securities laws of any
state or other jurisdiction in the United States, and may not be offered, sold, resold, delivered, allotted, taken up, transferred or renounced, directly or
indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act, or any other jurisdiction in which it would not be permissible to make an offer of the Rights or the Offered Shares.
For a discussion of certain considerations that should be taken into account in deciding whether to purchase or exercise Rights or whether to
purchase Offered Shares in the Offering, prospective investors should read the entire document and, in particular, the section headed "Part 1 Risk
Factors" beginning on page 1. Holders of Existing Shares (other than the Company or its subsidiaries with respect to the Existing Shares that are
treasury shares) in certain jurisdictions, including the United States, Canada, Australia, Japan and certain parts of the European Economic Area
("EEA"), as well as nominees, depositaries or dealers holding Existing Shares for the account or benefit of owners resident in such jurisdictions,
should note that they may be restricted in the exercise of Rights pursuant to applicable securities regulation. For a description of certain restrictions
regarding the exercise of Rights for, and the offering and sale of, Offered Shares, see "Part 21 Additional Disclosure 21.7.2 Selling and Transfer
Restrictions".
This Prospectus has been prepared in accordance with the CO and the listing rules of the SIX Exchange Regulation (the "SIX Listing Rules") for the
purposes of the Offering and the listing of the Offered Shares on SIX Swiss Exchange, and in accordance with Part 5 of the Prospectus Directive 2003/71
(EC) Regulations 2005 of Ireland (as amended) (the "Irish Prospectus Regulations"), the Commission Regulation (EC) No. 809/2004 (as amended) (the
"EU Prospectus Regulation"), Part 23 of the Companies Act 2014 of Ireland (as amended) (the "Irish Companies Act") and the prospectus rules and the
prospectus handbook issued by the Central Bank of Ireland (the "Central Bank") under Section 1363 of the Irish Companies Act (the "Irish Prospectus
Rules") (as amended from time to time) for the purposes of approval of this Prospectus by the Central Bank, the Offering and the listing of the Offered
Shares on the Irish Stock Exchange. This Prospectus has also been prepared in accordance with applicable requirements of the listing rules of the Irish Stock
Exchange (the "Irish Listing Rules").
Joint Global Coordinators and Joint Bookrunners
BofA Merrill Lynch
UBS Investment Bank
Credit Suisse
J.P. Morgan
HSBC
Joint Bookrunners
Crédit Agricole CIB
Mizuho International plc
Rabobank
Prospectus dated 2 November 2018

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are
in any doubt about the contents of this document, or as to what action you should take, you are
recommended to immediately consult an appropriate advisor, if you are resident in Ireland, an
organisation or firm authorised or exempted pursuant to the European Union (Markets in Financial
Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 (as amended),
and, if you are in a territory outside Ireland, another appropriately authorised professional advisor.
This Prospectus constitutes a prospectus for the purposes of the Prospectus Directive and any relevant
implementing measure and has been prepared in accordance with Chapter 1 of Part 23 of the Irish Companies
Act, the Irish Prospectus Regulations and EU Prospectus Regulation. The Prospectus has been filed with and
approved by the Central Bank as competent authority under the Prospectus Directive. The Central Bank only
approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus
Directive. Such approval relates only to the securities which are to be admitted to trading on a regulated market
for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the
EEA. This Prospectus has been made available to the public in Ireland in accordance with Part 8 of the Irish
Prospectus Regulations by the same being made available, free of charge, in electronic form on
ARYZTA's website www.aryzta.com/investor-centre/. Materials on ARYZTA's website are not incorporated
into and do not form part of this Prospectus. This Prospectus has been prepared in connection with the Offering
and Admission.
Shareholders and prospective investors should rely only on the information contained in this Prospectus. No
person has been authorised to give any information or to make any representations other than those contained in
this Prospectus and, if given or made, such information or representations must not be relied on as having been
so authorised. Any delivery of this Prospectus shall not, under any circumstances, create any implication that
there has been no change in the affairs of ARYZTA or the Group taken as a whole since, or that the information
contained herein is correct at any time subsequent to, the date of this Prospectus. The Group will comply with its
obligation to publish a supplementary prospectus containing further updated information if so required by law or
by any regulatory authority but assumes no further obligation to publish additional information. The contents of
this Prospectus are not to be construed as legal, financial or tax advice. Each recipient of this Prospectus should
consult his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax
advice.
IMPORTANT INFORMATION ABOUT THE OFFERING
SIX Responsibility Statement
The Company, which is organised as a stock corporation (Aktiengesellschaft) in Switzerland with its registered
office at Talacker 41, 8001 Zurich, Switzerland, assumes responsibility for the completeness and accuracy of this
Prospectus and any supplement pursuant to article 27 of the SIX Listing Rules and section 4 of Scheme A
thereunder. The Company confirms that, to the best of its knowledge, having taken all reasonable care to ensure
that such is the case, the information contained in this Prospectus is correct and that no material facts or
circumstances have been omitted.
Irish Responsibility Statement
ARYZTA and its directors whose names are set out on page 32 of this Prospectus (the "Directors") accept
responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of
ARYZTA and the Directors (each of whom has taken all reasonable care to ensure that such is the case), the
information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect
the import of such information. Goodbody Stockbrokers UC (trading as Goodbody) is acting as Corporate Broker
and Irish Sponsor in connection with the Irish Admission.
Other Important Information
The information contained in this Prospectus has been provided by the Company and by the other sources
identified in this Prospectus. No representation or warranty, express or implied, is made by Merrill Lynch
International ("BofA Merrill Lynch"), UBS AG ("UBS Investment Bank") (together with BofA Merrill Lynch,
the "Process Banks"), Credit Suisse AG ("Credit Suisse"), J.P. Morgan Securities plc ("J.P. Morgan"), HSBC
Bank plc ("HSBC") (the Process Banks together with Credit Suisse, J.P. Morgan and HSBC, the "Joint Global
Coordinators"), Crédit Agricole Corporate and Investment Bank ("Crédit Agricole CIB"), Mizuho
International plc ("Mizuho"), Coöperatieve Rabobank U.A. ("Rabobank", and together with the Joint Global
Coordinators as well as Crédit Agricole CIB and Mizuho, the "Joint Bookrunners or the "Underwriters") or
any of their respective representatives, affiliates or advisors as to the accuracy, completeness or verification of
this information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or
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representation by the Underwriters or by their respective representatives, affiliates or advisors in this respect,
whether as to the past or the future. The Underwriters assume no responsibility for the Prospectus' accuracy,
completeness or verification and accordingly disclaim, to the fullest extent permitted by applicable law, any and
all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect
of this document or any such statement.
Each prospective investor in the Rights or Offered Shares, by accepting delivery of this Prospectus, will be
deemed to have acknowledged, represented to and agreed with the Company and the Underwriters that:
i.
it has not relied on the Underwriters, or any person affiliated with the Underwriters, in connection with
any investigation of the accuracy of any information contained in this Prospectus or its investment
decision;
ii.
it has relied only on the information contained in this document;
iii. no person has been authorised to give any information or to make any representation concerning the
Group or the Rights or Offered Shares (other than as contained in this Prospectus) and, if given or made,
any such other information or representation should not be relied upon as having been authorised by the
Group or the Underwriters;
iv. this Prospectus is personal to such offeree and does not constitute an offer to such offeree or any other
person, or to the public generally, to purchase or otherwise acquire the Rights or the Offered Shares
outside of Switzerland or Ireland. Distribution of this Prospectus or disclosure of any of its contents to
any person other than such offeree and those persons, if any, retained to advise such offeree with respect
thereto is unauthorised, and any disclosure of any of its contents, without the prior written consent of the
Underwriters, is prohibited;
v.
the offeree agrees not to make any photocopies or electronic copies of this Prospectus or any documents
referred to herein (other than for its own use); and
vi. the offeree agrees not to forward or deliver this Prospectus or any copies thereof (in any form) to third
parties.
The Underwriters are acting exclusively for the Company and no one else in connection with the Offering. The
Underwriters will not regard any other person (whether or not a recipient of this document) as their respective
clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for providing advice in relation to the Offering or any
transaction or arrangement referred to herein.
Subject to the allocation directive for the new issue market issued by the Swiss Bankers Association on 29 March
2004, which entered into legal force on 1 January 2005, as amended in January 2008, each of the Underwriters
and any of their respective affiliates may take up a portion of the Rights or the Offered Shares in the Offering and
in that capacity may retain, purchase or sell for its own account such securities and any of the securities of the
Group or any related investments and may offer or sell such securities or other investments otherwise than in
connection with the Offering. Accordingly, references in the Prospectus to the Rights and the Offered Shares
being offered or placed should be read as including any offering or placement of securities to any of the
Underwriters or any of their respective affiliates acting in such capacity. In addition, certain of the Underwriters
or their affiliates may enter into financing arrangements (including swaps) with prospective investors in
connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of
Shares. None of the Underwriters intends to disclose the extent of any such investment or transactions, otherwise
than in accordance with any legal or regulatory obligation to do so.
Copies of this Prospectus and any supplements, if any, are and will be available free of charge on the Company's
website for a period of at least 12 months following the first day of trading of the Offered Shares on the SIX
Swiss Exchange. In addition, copies of this Prospectus and of any supplements, if any, may be requested by
e-mail from the Underwriters or from ARYZTA AG, [email protected], free of charge during the same period.
Information on the Company's or any of its affiliates' website, any website directly or indirectly linked thereto or
any website mentioned in this Prospectus does not constitute in any way part of this Prospectus and is not
incorporated by reference into this Prospectus, and prospective investors should not rely on any such information
in making their decision to invest in Offered Shares.
For as long as any of the Shares remain outstanding and are "restricted securities" within the meaning of
Rule 144(a)(3) under the US Securities Act and the Company is neither subject to section 13 or 15(d) of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company will furnish, upon written
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request, to any owner of the Shares, or any prospective purchaser duly designated by any such owner, the
information required to be delivered pursuant to Rule 144A(d)(4) under the US Securities Act. In such
cases, the Company will also furnish to each such owner all notices of shareholders' meetings and other
reports and communications that are made generally available by the Company to its shareholders.
The language of this Prospectus is English. Certain legislative references and technical terms have been cited in
their original language in order that the correct technical meaning may be ascribed to them under applicable law.
NOTICE TO PROSPECTIVE INVESTORS
No person has been authorised to give any information or to make any representations other than those contained
in this Prospectus and, if given or made, such information or representations must not be relied upon as having
been authorised by the Company or the Underwriters.
This Prospectus does not constitute: (i) an offer to sell, or a solicitation of an offer to buy any securities other
than the securities to which it relates, or (ii) an offer to sell, or a solicitation of an offer to buy, such securities by
any person in any jurisdiction in which such offer or solicitation is unlawful.
The information contained in this Prospectus is accurate only as of its date. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the information contained herein is
correct as of any time subsequent to its date. The Company will comply with its obligation to publish a
supplementary prospectus containing further updated information, if so required by law or by any regulatory
authority, but assumes no further obligation to publish additional information. Any notices containing or
announcing results, amendments or changes to the terms of the Offering or this Prospectus are announced
through the electronic media (including via a regulatory information service). Notices required under the SIX
Listing Rules will be published in electronic form on the website of SIX Swiss Exchange (currently:
https://www.six-exchange-regulation.com/en/home/publications/official-notices.html) in the form of an official
notice and as required by the Irish Listing Rules. Changes so notified will be deemed to constitute an amendment
or supplement of this Prospectus, and any such supplement will be made available free of charge under the same
terms as this Prospectus.
In making an investment decision, prospective investors must rely on their own examination, analysis and
inquiry of the Company and the terms of the Offering, including the merits and risks involved. Any decision to
buy the Offered Shares should be based solely on this Prospectus and any other supplement hereto, if any, taking
into account that any summary or description set forth in this Prospectus of legal provisions, accounting
principles or comparison of such principles, corporate structuring or contractual relationships is for information
purposes only and should not be considered to be legal, accounting or tax advice, or be otherwise relied on. This
Prospectus does not contain all the information that would be included in a prospectus for the offering of the
Offered Shares, if such offering were registered under the Securities Act. Neither the Rights nor the Offered
Shares have been recommended by any US federal or state securities commission, or regulatory authority.
Furthermore, such authorities have not confirmed the accuracy or determined the adequacy of this document.
The offer of the Rights and the Offered Shares to persons resident in jurisdictions other than Switzerland or
Ireland may be affected by the laws of such other jurisdictions. No action has been or will be taken by the
Company, or the Underwriters in any jurisdiction other than Switzerland or Ireland that would permit a public
offering of the Rights or the Offered Shares or the possession, circulation or distribution of the Prospectus or any
other material relating to the Company, the Rights or the Offered Shares in any jurisdiction where action for that
purpose is required. Accordingly, the Rights and the Offered Shares may not be sold, directly or indirectly, and
neither this Prospectus nor any other offering material or advertisement in connection with the Rights or Offered
Shares may be distributed or published, in any form or in any country or jurisdiction except under circumstances
that will result in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.
Persons resident in countries other than Switzerland or Ireland should consult their professional advisors as to
whether they require any governmental or other consents or need to observe any formalities to enable them to
purchase Rights or Offered Shares in the Offering. Any failure to comply with such restrictions may constitute a
violation of the securities laws of any such jurisdiction. None of the Company, the Underwriters or any of its or
their respective representatives, affiliates or advisors accepts any legal responsibility for any violation of
applicable securities laws.
The Company has represented and agreed that it has not made and will not make any application for the listing of
the Shares or the admission to trading of the Rights on any stock exchange outside Switzerland or Ireland.
None of the Company, the Underwriters or any of their respective representatives, affiliates or advisors is making
any representation to any offeree or purchaser of Rights or Offered Shares regarding the legality of an investment
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in the Rights or Offered Shares by such offeree or purchaser under the laws applicable to such offeree or
purchaser. Each prospective investor should consult with his or her own advisors as to the legal, tax, business,
financial and related aspects of a purchase of the Rights or Offered Shares.
United States
The Rights and the Offered Shares have not been, and will not be, registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction in the United States, and, subject to certain
exceptions, may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or into the
United States except in a registered transaction or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable state and other securities laws of the United
States. The Rights and the Offered Shares may not be offered or sold within the United States except to QIBs in
reliance on the exemption from registration provided by Rule 144A and outside the United States in offshore
transactions in reliance on Regulation S.
Further information with regard to the restrictions on offers and sales of the Rights and the Offered Shares and
the distribution of this Prospectus is set out under "Part 21 Additional Disclosure 21.7.2 Selling and Transfer
Restrictions". Persons receiving this document are hereby notified that the Company and other sellers of Rights
or Offered Shares may be relying on the exemption from the registration requirements of Section 5 of the
Securities Act provided by Rule 144A.
The Rights and Offered Shares are subject to restrictions on transferability and resale and may not be transferred
or resold, except as permitted under the Securities Act and the applicable securities laws and regulations of any
other jurisdiction. Prospective purchasers should be aware that they may be required to bear the financial risks of
this investment for an indefinite period of time.
THE RIGHTS AND THE OFFERED SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
US SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION IN THE
UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY MAY BE A CRIMINAL OFFENSE IN THE UNITED STATES.
EACH PURCHASER WILL BE DEEMED TO HAVE ACKNOWLEDGED, REPRESENTED AND
WARRANTED THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING.
United Kingdom
This Prospectus is only being distributed to and is only directed at: (i) persons who are outside the United
Kingdom; or (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order"); or (iii) persons who are high net worth entities falling
within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The
Rights and the Offered Shares are only available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such Rights or Offered Shares will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this Prospectus or any of its contents.
European Economic Area
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date") an offer to the public of any
Shares which are the subject of the Offering contemplated by this Prospectus may not be made in that Relevant
Member State, except that an offer to the public in that Relevant Member State may be made at any time, with
effect from and including the Relevant Implementation Date under the following exemptions under the
Prospectus Directive:
i.
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
ii.
to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
Underwriters; or
iii. in any other circumstances falling within article 3(2) of the Prospectus Directive,
provided that no such offer of Shares shall require the Company or the Underwriters to publish a prospectus
pursuant to article 3 of the Prospectus Directive or supplement a prospectus pursuant to article 16 of the
Prospectus Directive.
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For the purposes of this provision, the expression an "offer to the public" in relation to any Rights or Shares in
any Relevant Member State means the communication in any form and by any means of sufficient information
on the terms of the offer and the Rights or Shares to be offered so as to enable an investor to decide to purchase
or subscribe the Rights or the Shares, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State, and the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.
Japan
The Rights and the Offered Shares offered hereby have not been and will not be registered under the
Financial Instruments and Exchange Act. Accordingly, Rights and Offered Shares will not, directly or indirectly,
be offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means
any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to
others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan,
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the
Financial Instruments and Exchange Act and all other relevant laws, regulations and ministerial guidelines of
Japan.
Canada
The Rights and Offered Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares
must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Prospectus (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these
rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian
jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Underwriters
are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with this Offering.
General sales restrictions
No action has been or will be taken by the Company or the Underwriters in any jurisdiction other than
Switzerland and Ireland that would, or is intended to, permit a public offering of the Rights or the Offered
Shares, or possession or distribution of the Prospectus or any other offering material, in any country or
jurisdiction where further action for that purpose is required.
Information to Distributors: Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the Offered Shares the subject of
the Offering have been subject to a product approval process by each "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) established in the EEA, which has determined that such Offered
Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offered Shares
may decline and investors could lose all or part of their investment in the Offered Shares, which is compatible
only with investors who do not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such
an investment, and who have sufficient resources to be able to bear any losses that may result therefrom. The
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Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offering. For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Offered Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Offered Shares and determining appropriate distribution channels.
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CONTENTS
PART
PAGE
PART 1. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
PART 2. Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
PART 3. Industry and Market Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
PART 4. Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
PART 5. Directors, Registered and Head Office and Advisers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
PART 6. Expected Timetable of Principal Events and Offer Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
PART 7. Markets and Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
PART 8. Business Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
PART 9. Management Bodies and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
PART 10. Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
PART 11. Operating and Financial Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
PART 12. Dividend and Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
PART 13. Capitalisation and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
PART 14. Profit Forecast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
PART 15. Details of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
PART 16. Information on the SIX Swiss Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
PART 17. The Irish Stock Exchange (Euronext Dublin) and Information for CDI Holders . . . . . . . . . . . . . . . . .
115
PART 18. Description of Share Capital and Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
PART 19. Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
PART 20. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
PART 21. Additional Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130
PART 22. Historical Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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PART 23. Unaudited Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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PART 24. Questions and Answers on the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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PART 25. Definitions and Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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SUMMARY
Summaries are made up of disclosure requirements known 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 security and issuer under the Prospectus Directive. Because some Elements are not required to be
addressed, there may be gaps in the numbering sequence of the Elements.
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 short
description of the Element is included in the summary with the mention of "not applicable".
SECTION A--INTRODUCTION AND WARNINGS
A.1
Warning
This summary should be read 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 national legislation of the Member States, have
to bear the costs of translating the Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary including any translation
thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the
other parts of the Prospectus or it does not provide, when read together with the other parts of the
Prospectus, key information in order to aid investors when considering whether to invest in such
securities.
A.2
Subsequent resale of securities or final placement of securities through financial intermediaries
Not applicable. No consent has been given by the Company or any person responsible for drawing up
this Prospectus to the use of this Prospectus for subsequent resale or final placement of securities by
financial intermediaries.
SECTION B--ISSUER
B.1
Legal and commercial name
ARYZTA AG (the "Company", and together with its subsidiaries and affiliated companies, "we",
"our" or the "Group" or "ARYZTA").
B.2
Domicile and legal form
The Company is a Swiss stock corporation (Aktiengesellschaft) incorporated under Swiss law in
accordance with articles 620 et seqq. of the Swiss Code of Obligations (the "CO") and registered in
Switzerland with registered number CHE-114.160.610. The Company was incorporated on 28 March
2008. The Company was registered on 4 April 2008 under the name ANPHI Holding AG as a Swiss
stock corporation (Aktiengesellschaft) and changed its name to ARYZTA AG as of 9 June 2008. The
Company has its registered office and corporate legal headquarters at Talacker 41, 8001 Zurich,
Switzerland. At the 2018 Annual Shareholders' Meeting, the Company's shareholders (the
"Shareholders") decided to change the Company's registered address to Ifangstrasse 9,
8952 Schlieren-Zurich, Switzerland, which will be effective with the registration in the commercial
register of the Canton of Zurich (the "Commercial Register"). The Company operates under Swiss
law. The telephone number of the Company is +41 (0)44 583 4200.
B.3
Current operations and principal activities
The Group operates, via its subsidiaries, affiliated companies and joint ventures, a global food
business and considers itself to be the leading provider of business-to-business ("B2B") frozen bakery
solutions in the world based on revenue. The Group manufactures and distributes specialty frozen
bakery items and baked goods to a diverse customer base for the distribution channels in-store
bakeries ("ISB"), quick-service restaurants ("QSR"), food-service and retail. The Group operates
under a portfolio of brands; its main products and capabilities include artisan breads, sweet baked
goods and morning goods, individually wrapped ready-to-eat snacks as well as an array of other
savoury items such as pizzas, tarts and pies. As at 31 July 2018, the Group operated 56 bakeries
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across North America, South America, Europe, Asia, Australia and New Zealand and employed
approximately 19,000 people on average for the financial year ended 31 July 2018.
The Group is organised into three operating segments: (i) Europe ("ARYZTA Europe"), (ii) North
America ("ARYZTA North America") and (iii) Rest of World ("ARYZTA Rest of World"). For the
financial year ended 31 July 2018, the Group reported revenues of 3,435.4 million and Underlying
EBITA of 164.9 million, as compared to reported revenue of 3,796.8 million and Underlying
EBITA of 277.3 million for the financial year ended 31 July 2017 (representing a decrease of 9.5%
in Group revenue and a decrease of 40.5% in Group Underlying EBITA).
The Company believes the ARYZTA Europe business has leading market positions in terms of
revenue in the frozen bakery market in Switzerland, Germany, the UK, Ireland, France, Spain,
Sweden, Poland and Denmark. ARYZTA Europe operates more than 20 bakeries across the Europe
region with brands including: Hiestand, Cuisine de France, Delice de France and Coup de Pates.
ARYZTA Europe has a diversified customer and channel mix including convenience retail, petrol
stations, multiple retail, restaurants, catering and hotels, leisure and QSR. For the financial year ended
31 July 2018, ARYZTA Europe's revenue was 1,710.6 million (49.8% of the Group's total revenue),
a decrease of 1.6% as compared to 1,738.6 million for the financial year ended 31 July 2017 (45.8%
of the Group's total revenue).
The Company believes the ARYZTA North America business has leading positions in terms of
revenue in the frozen bakery market in the United States and Canada. ARYZTA North America
operates 20 bakeries across the United States and Canada with brands including: Fresh Start Bakeries,
Otis Spunkmeyer, Great Kitchens, Maidstone Bakeries, La Brea Bakery and Pineridge. ARYZTA
North America has a diversified customer base including multiple retail, restaurants, catering, hotels,
leisure, hospitals, military, fundraising and QSR. The Group also has well-established partnerships
with key global QSR customers, which dominate the North American convenience food landscape.
For the financial year ended 31 July 2018, ARYZTA North America's revenue was 1,468.0 million
(42.7% of the Group's revenue), a decrease of 18.4% as compared to 1,799.0 million for the
financial year ended 31 July 2017 (47.4% of the Group's revenue).
The ARYZTA Rest of World segment is the smallest segment by revenue. It covers operations in
Brazil, Australia (including New Zealand), the Middle East and Asia (in particular Malaysia, Japan,
Singapore and Taiwan). ARYZTA Rest of World operates more than twelve bakeries across six
countries. The Group believes that its relationships with global QSR groups should underpin the
Group's future growth prospects in this region, by providing opportunities for revenue growth and
capacity expansion. For the financial year ended 31 July 2018, ARYZTA Rest of World's revenue
was 256.8 million (7.5% of the Group's total revenue), a decrease of 0.9% as compared to
259.1 million for the financial year ended 31 July 2017 (6.8% of the Group's total revenue).
Competitive Strengths
The Group believes its most significant competitive strengths comprise the following:
·
Largest global footprint in frozen B2B bakery;
·
Trusted partner of leading QSR, retail, and foodservice customers worldwide;
·
World class innovation for customers;
·
Culture of bakery operational excellence;
·
High quality employees; and
·
New, motivated management with a clear focus on the business.
Strategy
The Group pursues the following key strategic initiatives:
·
Deliver on its business plan to provide key B2B customers with frozen bakery solutions;
·
Improve the Group's profitability by realising substantial cost savings through Project
Renew;
·
Disposal of non-core and/or non-strategic assets; and
·
Strengthen the Group's financial position.
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