Obligation BARRY CALLEBAUT & PARTNERS N.V. 2.375% ( BE6286963051 ) en EUR

Société émettrice BARRY CALLEBAUT & PARTNERS N.V.
Prix sur le marché 100 %  ▲ 
Pays  Belgique
Code ISIN  BE6286963051 ( en EUR )
Coupon 2.375% par an ( paiement annuel )
Echéance 24/05/2024 - Obligation échue



Prospectus brochure de l'obligation Barry Callebaut Services N.V BE6286963051 en EUR 2.375%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Barry Callebaut Services N.V. est une société anonyme belge fournissant des services liés au cacao et au chocolat, notamment la gestion de la chaîne d'approvisionnement, la recherche et le développement, et la formation.

L'Obligation émise par BARRY CALLEBAUT & PARTNERS N.V. ( Belgique ) , en EUR, avec le code ISIN BE6286963051, paye un coupon de 2.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/05/2024







OFFERING CIRCULAR
27JUN200720353576
E450,000,000
Barry Callebaut Services NV
2.375% Senior Notes due 2024
guaranteed on a senior basis by Barry Callebaut AG and certain of its material subsidiaries
Barry Callebaut Services NV, a limited liability company incorporated under the laws of Belgium (the
``Issuer''), is offering A450,000,000 of its 2.375% Senior Notes due 2024 (the ``Notes''). The Issuer will pay
interest on the Notes annually in arrear on May 24 of each year, commencing on May 24, 2017. The Notes
will mature on May 24, 2024.
The Notes will be guaranteed on a senior basis (the ``Guarantee'') by the Issuer's direct parent company,
Barry Callebaut AG (the ``Company''), and, subject to limitations imposed by applicable law, certain of its
material subsidiaries (together with the Company, the ``Guarantors'') on a joint and several basis.
The Issuer must offer to repurchase the Notes at a purchase price of 101% of the principal amount plus
accrued and unpaid interest upon the occurrence of certain change of control events described in this
Offering Circular.
At any time after May 24, 2016 (the ``Issue Date'') and prior to February 24, 2024, the Issuer may redeem
all or part of the Notes at a price equal to 100% of the principal amount thereof plus the ``applicable
premium'' described in this Offering Circular. At any time on or after February 24, 2024, the Issuer may
redeem all or part of the Notes at a price equal to 100% of the principal amount thereof plus accrued and
unpaid interest to the relevant redemption date, as described in this Offering Circular.
There is currently no public market for the Notes. Application has been made to list the Notes on the
Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market (the ``Euro
MTF'') of the Luxembourg Stock Exchange, which is not a regulated market (as defined by Article 1(13) of
Directive 93/22/EEC).
Investing in the Notes involves risks. See ``Risk Factors'' beginning on page 16 for a
discussion of certain risks you should carefully consider before investing in the Notes.
Issue Price: 99.104%
Delivery of the Notes in dematerialised form will be made on or about May 24, 2016.
The Notes and the related Guarantee have not been and will not be registered under the United States
Securities Act of 1933, as amended (the ``Securities Act''), or the laws of any other jurisdiction and may not
be offered or sold within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. The Offering is being made only outside the
United States in reliance on Regulation S under the Securities Act. See ``Notice to Investors'' and
``Subscription and Sale'' for additional information about eligible offerees.
The Notes will be issued in dematerialised form in accordance with Article 468 et seq. of the Belgian
Companies Code (Wetboek van Vennootschappen/Code des Soci´et´es) and cannot be physically delivered. The
Notes will be represented exclusively by book entries in the records of the X/N securities and cash clearing
system (the ``NBB SSS'') operated by the National Bank of Belgium (the ``NBB'') or any successor thereof.
Access to the NBB SSS is available through those of its NBB SSS participants whose membership extends
to securities such as the Notes. NBB SSS participants include certain banks, stockbrokers
(beursvennootschappen/soci´et´es de bourse), Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking,
soci´et´e anonyme (``Clearstream''). Accordingly, the Notes will be eligible to clear through, and therefore be
accepted by, Euroclear and Clearstream and investors may hold their Notes within securities accounts in
Euroclear and Clearstream.
Joint Bookrunners and Joint Lead Managers
Credit Suisse
ING
Rabobank
Soci´
et´
e G´
en´
erale
The date of this Offering Circular is May 19, 2016.


NOTICE TO INVESTORS
No representation or warranty, express or implied, is made and no responsibility or liability is accepted by
the Joint Lead Managers (as defined herein) as to the accuracy or completeness of any of the information
set out in this Offering Circular and nothing in this Offering Circular is or shall be relied upon as a promise
or representation by the Joint Lead Managers.
Each of the Issuer and the Guarantors accepts responsibility for the information contained in this Offering
Circular. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is
the case), the information contained in this Offering Circular is in accordance with the facts and does not
omit anything likely to affect the import of such information.
No person is authorized to give any information or to make any representation not contained or
incorporated by reference in this Offering Circular and any information or representation not contained or
incorporated herein must not be relied upon as having been authorized by or on behalf of the Issuer or any
of the Joint Lead Managers. Neither the delivery of this Offering Circular nor any sale made hereunder at
any time shall, under any circumstances, create any implication that the information herein is correct as of
any time subsequent to the date hereof.
This Offering Circular constitutes a prospectus for the purpose of Part IV of the Luxembourg Act dated
July 10, 2005, as amended, and for the purpose of giving information regarding the Issuer and the
Guarantors. This Offering Circular may only be used for the purposes for which it has been published.
No action has been taken in any jurisdiction that would permit a public offering of the Notes or possession
or distribution of this Offering Circular or any other offering material in any jurisdiction where action for
that purpose is required to be taken. This Offering Circular does not constitute an offer of or an invitation
by or on behalf of the Issuer, the Guarantors or the Joint Lead Managers or any affiliate or representative
thereof to subscribe for or to purchase, any securities or an offer to sell or the solicitation of an offer to buy
any securities by any person in circumstances or in any jurisdiction in which such offer or solicitation is
unlawful. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions
may be restricted by law. Persons in whose possession this Offering Circular comes must inform themselves
about and observe any such restrictions.
The information set forth in relation to sections of this Offering Circular describing clearing and
settlement arrangements, including ``Clearance and Settlement of the Notes,'' are subject to any change in or
reinterpretation of the rules, regulations and procedures of the NBB SSS, Euroclear, Clearstream or any
other direct participants to the NBB SSS currently in effect.
The Notes will be issued in dematerialised form in accordance with Article 468 et seq. of the Belgian
Companies Code and cannot be physically delivered. The Notes will be represented exclusively by book
entries in the records of the NBB SSS. Access to the NBB SSS is available through those of its NBB SSS
participants whose membership extends to securities such as the Notes. NBB SSS participants include
certain banks, stockbrokers (beursvennootschappen/soci´et´es de bourse), Euroclear and Clearstream.
Transfers between investors will be effected in accordance with the respective rules and operating
procedures of the NBB SSS participants through which they hold their Notes.
The Issuer and the Principal Paying and Domiciliary Agent (as defined herein) will have no responsibility
for the proper performance by the NBB SSS or the NBB SSS participants of their obligations under their
respective rules and operating procedures. A Noteholder must rely on the procedures of the NBB SSS,
Euroclear and Clearstream to receive payments under the Notes. The Issuer will have no responsibility or
liability for the records relating to, or payments made in respect of, the Notes within the NBB SSS.
Investors wishing to use these clearing systems are advised to confirm the continued applicability of these
arrangements. Please see ``Clearance and Settlement of the Notes.''
No person has been authorized to give any information or to make any representation other than those
contained in this Offering Circular and any information or representation not so contained must not be
relied upon as having been authorized by or on behalf of the Issuer, the Guarantors or the Joint Lead
Managers. Neither the delivery of this Offering Circular nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of the Issuer,
the Guarantors or the Group (as defined herein) since the date hereof, that there has been no adverse
change in the financial position of the Issuer, the Guarantors or the Group since the date hereof or that
the information contained herein or any other information supplied in connection with the Notes and the
i


related Guarantee is correct as of any time subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
Recipients of this Offering Circular are authorized to use it solely for the purpose of considering an
investment in the Notes and may not reproduce or distribute this Offering Circular, in whole or in part,
and may not disclose any of the contents of this Offering Circular or use any information herein for any
purpose other than considering an investment in the Notes. You are responsible for making your own
examination of the Issuer, the Guarantors, and the Group and your own assessment of the merits and risks
of investing in the Notes. You should consult with your own advisers as needed to assist you in making your
investment decision and to advise you whether you are legally permitted to purchase the Notes.
This Offering Circular is for distribution only to, and is directed solely at, persons who (i) are outside the
United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ``Financial Promotion
Order''), (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or
(iv) are persons to whom an invitation or inducement to engage in investment banking activity (within the
meaning of Section 21 of the Financial Services and Markets Act 2000 (the ``FSMA'') in connection with
the issue or sale of any Notes may otherwise be lawfully communicated or caused to be communicated (all
such persons together being referred to as ``relevant persons'')). This Offering Circular is directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this Offering Circular relates is available only to relevant
persons and will be engaged in only with relevant persons. Any person who is not a relevant person should
not act or rely on this Offering Circular or any of its contents.
The Notes have not been and will not be registered under the Securities Act, and subject to certain
exceptions, may not be offered within the United States.
The Notes and the related Guarantee are being offered and sold only outside the United States in reliance
on Regulation S. For a description of these and certain further restrictions on offers, sales and transfers of
the Notes and the related Guarantee and distribution of this Offering Circular, see ``Subscription and
Sale''.
The Notes and the related Guarantee have not been approved or disapproved by the U.S. Securities and
Exchange Commission, any State securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of
the Notes and the related Guarantee or the accuracy or adequacy of this Offering Circular. Any
representation to the contrary is a criminal offense in the United States.
IN CONNECTION WITH THE OFFERING, CO ¨
OPERATIEVE RABOBANK U.A. (THE ``STABILIZING
MANAGER'') (OR ANY PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR ANY PERSON
ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFERING IS MADE AND, IF BEGUN,
MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT
OF THE NOTES.
ii


TABLE OF CONTENTS
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . .
iv
MARKET SHARE AND INDUSTRY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
PRESENTATION OF FINANCIAL AND CERTAIN OTHER DATA . . . . . . . . . . . . . . . . . . . .
vii
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
MANAGEMENT AND BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
CLEARANCE AND SETTLEMENT OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
INFORMATION REGARDING THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
iii


INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This Offering Circular includes forward-looking statements. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms ``believes,'' ``estimates,''
``anticipates,'' ``expects,'' ``intends,'' ``envisage,'' ``may,'' ``will'' or ``should'' 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 Offering Circular and include
statements regarding our intentions, beliefs or current expectations concerning, among other things, our
results of operations, financial condition, liquidity, prospects, growth, strategies and the countries and
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 the actual results of our operations,
financial condition and liquidity, and the development of the countries and the industry in which we
operate may differ materially from those made in or suggested by the forward-looking statements
contained in this Offering Circular. In addition, even if our results of operations, financial condition and
liquidity, and the development of the countries and the industry in which we operate are consistent with
the forward-looking statements contained in this Offering Circular, those results or developments may not
be indicative of results or developments in subsequent periods. Important factors that could cause those
differences include, but are not limited to:
·
we obtain cocoa beans, our primary raw material, from countries in West Africa and other emerging
markets, which exposes us to political, economic and other uncertainties;
·
fluctuations in the prices of cocoa bean could have a material adverse effect on our business and
results of operations and affect our working capital requirements;
·
diverse political, legal, economic and other factors affecting the markets in which we operate could
adversely affect us;
·
different cultural, political and economic environments we are expanding into could adversely affect
us;
·
one or more of our significant long-term outsourcing agreements and strategic partnerships may be
terminated or may not be renewed, and we may not be able to enter new ones;
·
there are risks arising from our recent and future acquisitions;
·
the achievement of our business plan depends on our ability to manage our growth and to allocate
scarce personnel resources to the management and integration of subsidiaries worldwide, and on
favorable labor relations with our employees;
·
competition within the markets in which we operate is strong and could adversely affect us;
·
unfavorable currency exchange rate fluctuations could adversely affect us;
·
our sustainability initiatives may fail to deliver the outcomes we anticipate or may deliver
unanticipated negative outcomes;
·
we may not be able to secure a sustainable supply of suitable quality cocoa;
·
any environmental liabilities and capital costs in connection with our past, present and future
operations could have an adverse effect on our profitability and cash flows;
·
our products may contain ingredients or other substances which could cause injury to consumers and
are subject to regulation;
·
increased taxation on products containing sugar may reduce our profitability;
·
demand for our products could be affected by changes in consumer preferences and demands;
·
our future growth depends in part on our ability to be innovative and on protecting our proprietary
trade secrets;
·
we may incur additional liabilities in connection with our employee benefit plans;
·
negative publicity and threatened or actual legal proceedings could harm our business, reputation and
results of operations;
iv


·
the control which our principal shareholder may exert over us may adversely affect us and the
Noteholders;
·
we may be affected by conflicts of interest when entering into transactions with related parties;
·
our tax burden could increase due to changes in tax laws or their application or interpretation, or as a
result of current or future tax audits, and there can be no assurance that we will continue to benefit
from additional recognition of tax losses carried forward;
·
our compliance controls and procedures may not be sufficient to prevent or discover violations of
anti-corruption and anti-fraud laws or group-wide policies; and
·
we are exposed to various information technology risks that could lead to an interruption of business
processes.
We urge you to read the sections of this Offering Circular entitled ``Risk Factors,'' ``Management's
Discussion and Analysis of Financial Condition and Results of Operations'' and ``Business'' for a more
complete discussion of the factors that could affect our future performance and the countries and industry
in which we operate. In light of these and any other risks, uncertainties and assumptions, the forward-
looking events described in this Offering Circular may not occur.
Except as required by law or applicable stock exchange rules or regulations, we undertake no obligation to
update or revise publicly any forward-looking statement, whether as a result of new information, future
events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to
persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred
to above and contained elsewhere in this Offering Circular.
v


MARKET SHARE AND INDUSTRY DATA
This Offering Circular contains information about our markets and our competitive position therein,
including market size and market share information. We divide the chocolate industry into two markets:
the ``captive'' market--comprised of semi-finished products and industrial chocolate processed from cocoa
beans by fully vertically integrated companies, such as Nestl´
e, Mondelez, and Mars, for use in their own
consumer products--and the ``open'' market--comprised of industrial chocolate processed from cocoa
beans by companies such as us for sale to third parties for use in their own consumer products.
We are not aware of any exhaustive industry or market report that covers or addresses the open market.
Therefore, in each jurisdiction in which we operate, we assemble information on the aggregate size of the
open market and estimate our position in the open market based on our sales volumes and the estimated
sales volumes of our major competitors. We derive this information from our local subsidiaries based on
their formal and informal contacts with sales representatives, our customers and other participants in the
local markets in question. To cross-check these estimates, we compare sales volume information with
publicly available information regarding the size of each cocoa bean crop, export data concerning these
crops and our estimates of competitors' cocoa bean processing capacities in our local markets.
We believe that the market share information contained in this Offering Circular provides fair and
adequate estimates of the size of the open market and fairly reflects our competitive position within that
market. However, our internal company surveys and management estimates have not been verified by any
independent expert, and we can provide no assurance that a third party using different methods to
assemble, analyze or calculate market data would obtain or generate the same results. Neither the
Company nor any of the Joint Lead Managers have independently verified the market share data and
other information on which any third party reports are based.
We assume responsibility for the accurate reproduction and extraction of industry data contained in this
Offering Circular.
We do not intend, and do not assume any obligations, to update industry or market data set forth in this
Offering Circular, except as required by law. Behavior, preferences and trends in the marketplace tend to
change. As a result, investors and prospective investors should be aware that data in this Offering Circular
and estimates based on that data may be unreliable indicators of the future.
vi


PRESENTATION OF FINANCIAL AND CERTAIN OTHER DATA
Financial Information
Barry Callebaut AG has prepared its consolidated financial statements for the two years ended August 31,
2015 and 2014 in accordance with International Financial Reporting Standards (``IFRS'') and
requirements of Swiss law and for the six months ended February 29, 2016 and February 28, 2015 in
accordance with IAS 34--Interim Financial Reporting. Our financial year ends on August 31. References
to ``fiscal year 2015'' refer to the financial information contained in our financial statements for the year
ended August 31, 2015. References to ``fiscal year 2014'' refer to the comparative financial information
contained in our consolidated financial statements for the year ended August 31, 2015, except as otherwise
indicated.
Non-IFRS Financial Information
We have included certain measures in this Offering Circular that are not measures specifically defined by
IFRS. These include EBITDA, net debt, free cash flow and net working capital (the ``Non-IFRS Financial
Measures''). We have included these measures for the reasons described below. However, these measures
should not be used instead of, or considered as alternatives to, our historical financial results based on
IFRS.
We define EBITDA as operating profit (EBIT) plus depreciation of property, plant and equipment, plus
amortization of intangible assets. We define net debt as total debt less cash and cash equivalents and
short-term deposits. We define free cash flow as net cash flow from operating activities plus net cash flow
from investing activities. Net working capital is defined as current assets less current liabilities, excluding
cash and cash equivalents, short-term deposits, and derivative financial assets and liabilities in relation to
financing activities.
We believe that the presentation of the Non-IFRS Financial Measures enhances an investor's
understanding of our financial performance. Our management uses the Non-IFRS Financial Measures to
assess our operating performance because we believe that the Non-IFRS Financial Measures are
important supplemental measures of our operating performance. In addition, our management believes
that the Non-IFRS Financial Measures are frequently used by securities analysts, investors and other
interested parties in the evaluation of companies that operate in our industry. The Non-IFRS Financial
Measures are not presentations specifically defined by IFRS and our use of the terms that comprise the
Non-IFRS Financial Measures may vary from others in our industry due to differences in accounting
policies or differences in the calculation methodology of these terms by others in our industry. The
Non-IFRS Financial Measures have limitations as analytical tools, and should not be considered in
isolation, or as substitutes for financial information as reported under IFRS. The Non-IFRS Financial
Measures should not be considered as alternatives to operating profit (EBIT) for the year or any other
performance measures derived in accordance with IFRS or as alternatives to net cash flow from operating
activities or as measures of our liquidity.
Currencies
In this Offering Circular:
·
``CFA'' or ``CFA Franc'' refer to the lawful currency of the African Financial Community;
·
``CHF'' or ``Swiss francs'' refer to the lawful currency of Switzerland;
·
``A'' or ``euro'' refer to the lawful currency of the European and Monetary Union of the Treaty
Establishing the European Economic Community, as amended from time to time (the ``EU'');
·
``£'' or ``pounds sterling'' refer to the lawful currency of the United Kingdom;
·
``tonne'' and ``tonnes'' refer to a metric tonne or tonnes, respectively; and
·
``U.S.$'' or ``US dollars'' refer to the lawful currency of the United States of America.
Rounding
Certain figures included in this Offering Circular have been subject to rounding adjustments. Accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
vii


Definitions
In this Offering Circular, references to ``we'', ``us'', ``our'', and ``Group'' refer to Barry Callebaut AG, its
subsidiaries and its predecessors, and not to the Joint Lead Managers. References to the ``Issuer'' refer to
Barry Callebaut Services NV, the issuer of the Notes, and not to any of its subsidiaries.
viii


OVERVIEW
This overview should be read as an introduction to, and is qualified in its entirety by reference to, the more
extensive information contained elsewhere in this Offering Circular. Therefore, this overview may not contain all
of the information that you should consider before deciding to invest in the Notes. Accordingly, any decision by
you to invest in the Notes should be based on a consideration of this Offering Circular as a whole. You should
read this entire Offering Circular carefully, including the financial statements included elsewhere in this Offering
Circular and the information set out in ``Risk Factors'' and ``Information Regarding Forward-Looking
Statements''.
Our Company
Overview
We are the largest manufacturer of cocoa and chocolate products in the world, measured by sales volumes
in fiscal year 2015. Our principal product is industrial chocolate, which we supply to industrial food
processors, such as chocolate manufacturers, biscuit manufacturers, confectioners, and dairy companies, as
well as to artisanal users of chocolate, such as chocolatiers, pastry chefs, bakers and the food service
industry. We buy approximately one-fourth of the total world crop of cocoa beans and therefore estimate
that we are present in one out of four consumer products containing cocoa or chocolate. In addition, we
manufacture semi-finished products, including cocoa liquor, cocoa butter, and cocoa powder. For the six
months ended February 29, 2016 our sales volume was 933,327 tonnes, our consolidated revenue from sales
and services was CHF 3,424.3 million, our EBITDA was CHF 270.9 million, and our net profit was
CHF 107.9 million. For the fiscal year 2015, our sales volume was 1.8 million tonnes, our consolidated
revenue from sales and services was CHF 6,241.9 million, our EBITDA was CHF 540.8 million, and our
net profit was CHF 239.9 million.
We are a vertically integrated business whose activities range from direct sourcing of cocoa beans and
other raw materials to producing and marketing a wide range of cocoa, chocolate, gourmet and specialty
products. We have developed a strong position and significant experience in sourcing cocoa beans,
particularly in the Ivory Coast, Ghana, and Cameroon, three of the most important cocoa bean producing
countries. In addition, as a result of our acquisition of the Petra Foods Cocoa Ingredients Business in 2013,
we have major cocoa sources in Indonesia and Brazil. In addition, in March 2015, we successfully closed
the acquisition of the commercial beverages vending activities from FrieslandCampina Kievit. As a result,
we are becoming a leading supplier of vending powder mixes in Europe. With this acquisition, we are
adding technical and innovation capabilities to an already strong business. The acquired activities
represent an additional sales volume of approximately 20,000 tonnes and an additional CHF 55 million in
sales revenue on an annualized basis. The transaction includes a long-term contract manufacturing
agreement under which FrieslandCampina Kievit will continue to produce vending products for Barry
Callebaut at its production site in Lippstadt, Germany.
We are present in 30 countries, benefit from a global network of more than 50 production facilities, and
sell our products in 131 countries. In fiscal year 2015 we purchased approximately 25% of the total volume
of cocoa beans grown worldwide. We produce chocolate to the specifications of almost 6,000 recipes for
approximately 4,200 industrial customers and more than 8,000 artisanal customers. We do not grow cocoa
beans. We manufacture and sell semi-finished products and chocolate products.
Our business is organized in different regions (``Regions'')--EMEA (consisting of Europe, the Middle
East and Africa, and which we referred to as the ``Europe Region'' prior to October 1, 2015), the Americas
Region and the Asia Pacific Region. The globally managed Global Cocoa business is the global production
unit for semi-finished products such as liquor, cocoa butter and cocoa powder. In addition, Global Cocoa is
responsible for the global procurement and risk management of our high-quality raw materials such as
cocoa, sugar, dairy products, oils and fats, nuts and other ingredients as well as packaging material, and is
reported as a separate segment similar to a Region.
With a total Group sales volume of 1,794,782 tonnes for fiscal year 2015, EMEA had a sales volume of
763,646 tonnes and accounted for 42% of our total sales volume, while the Americas Region had a sales
volume of 466,063 tonnes and accounted for 26% of our total sales volume, Global Cocoa had a sales
volume of 496,089 tonnes and accounted for 28% of our total sales volume, and the Asia Pacific Region
had a sales volume of 68,984 tonnes and accounted for 4% of our total sales volume. The following chart
sets forth sales volume for our Regions for fiscal year 2015.
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