Director/PDMR Shareholding

This form is intended for use by an issuer to make a RIS notification required by the Market Abuse Rules and section 53 (as extended by section 64 of the Companies Act 1990) or entered into the issuer’s register in accordance with section 59 of the Companies Act 1990.
 
(1)    An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
 
(2)    An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
 
(3)    An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
 
(4)    An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete the boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
 
 
All relevant boxes should be completed in block capital letters
 
1
Name of the Issuer
 
ARYZTA AG
2
State whether the notification relates to:
(i)     a transaction notified in accordance with Market Abuse Rules; 
(ii)     a disclosure made in accordance with section 53 (as extended by section 64 of the Companies Act 1990) or entered into the issuer’s register in accordance with section 59 of the Companies Act 1990; or
(iii) both (i) and (ii). 
 
(i) above
 
3
Name of person discharging managerial responsibilities/director
 
Albert Abderhalden.
4
State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
 
N/A
5
Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
 
In respect of a holding of person referred to in 3 above
6
Description of shares (including class) debentures or derivatives or financial instruments relating to shares
 
Registered shares
7
Name of registered shareholder(s) and, if more than one, number of shares held by each of them
 
Person named in 3 above
8
State the nature of the transaction
 
 
Sale
  
9
Number of shares, debentures or financial instruments relating to shares acquired
 
N/A
10
Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
N/A
11
Number of shares, debentures or financial instruments relating to shares disposed
 
6,000
12
Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
 
Less than 0.01%
13
Price per share or value of transaction
 
321,600 CHF
14
Date and place of transaction
 
03/09/08
15
Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
 
313,788 shares or 0.40%
16
Date issuer informed of transaction
 
05/09/08
 
If a person discharging managerial responsibilities has been granted options by the issuer, complete the following boxes:
 
17
Date of grant
18
Period during which or date on which it can be exercised
19
Total amount paid (if any) for grant of the option
20
Description of shares or debentures involved (class and number)
21
Exercise price (if fixed at time of grant) or indication that the price is to be fixed at the time of exercise
22
Total number of shares or debentures over which options are held following notification
23
Any additional information
 
24
Name of contact and telephone number for queries
Pat Morrissey, General Counsel and Group Secretary, ARYZTA AG, +353 1 612 1379
 
 
 
Name and signature of duly designated officer of issuer responsible for making notification
____________________________________________________
Date of notification: 

Brochure of Particulars

ARYZTA AG
 
Brochure of Particulars
 
 
Application has been made to the Irish Stock Exchange for the admission of 1,386,406 registered shares of nominal value of CHF0.02 each in the capital of ARYZTA AG to be admitted to the Official List of the Irish Stock Exchange pursuant to a share subscription on behalf of former IAWS Group plc option holders and LTIP participants. Application has also been made to the Swiss Stock Exchange for these shares to be admitted to trading. 
 
Such admission is expected to become effective and dealings to commence on these shares on 4 September 2008. 
 

Holding(s) in Company

Standard Form TR-1
Voting rights attached to shares- Article 12(1) of directive 2004/109/EC
Financial instruments – Article 11(3) of the Commission Directive 2007/14/EC
 
1.    Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: Aryzta AG
 
2.    Reason for the notification (please tick the appropriate box or boxes):
[ ]     an acquisition or disposal of voting rights 
[ ]     an acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
[ ]    an event changing the breakdown of voting rights 
[x] Merger of IAWS Group Plc and Hiestand Holding AG to create ARYZTA AG 
 
3.    Full name of person(s) subject to the notification obligation: Lion/Hotel Dutch 1 B.V., Fred Roeskestraat 123 – 1, 1076 EE Amsterdam, Netherlands
 
4.    Full name of shareholder(s) (if different from 3.):
 
5.     Date of the transaction and date on which the threshold is crossed or reached: 22 August 2008 (Listing)
 
6.    Date on which issuer notified; 27 August 2008
 
7.     Threshold(s) that is/are crossed or reached: 3% 
 
8.     Notified details: 

A) Voting rights attached to shares
Class/type of shares (if possible using the ISIN CODE)
Situation previous to the Triggering transaction 
Resulting situation after the triggering transaction
Number of Shares
Number of Voting rights
Number of shares
Number of voting rights
% of voting rights
Direct
Direct
Indirect
Direct
Indirect
CH0043238366
0
0
6,350,000
6,350,000

8.19%









SUBTOTAL A (based on aggregate voting rights)
0
0
6,350,000
6,350,000
8.19%
  
B) Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument 
Expiration Date
Exercise/Conversion Period/ Date
Number of voting rights that may be acquired if the instrument is exercised/converted 
% of voting rights











SUBTOTAL B (in relation to all expiration dates)



Total (A+B)
number of voting rights
% of voting rights
6,350,000
6,350,000
8.19%

9.    Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: 
 
10.    In case of proxy voting: 
 
11.    Additional information: Done at Amsterdam on the 28th August 2008. 
Lion/Hotel Dutch 1 B.V.

R. Posthumus 
Managing Director
 

Director/PDMR Shareholding

This form is intended for use by an issuer to make a RIS notification required by the Market Abuse Rules and section 53 (as extended by section 64 of the Companies Act 1990) or entered into the issuer’s register in accordance with section 59 of the Companies Act 1990.

  • An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

  • An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

  • An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

  • An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete the boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

All relevant boxes should be completed in block capital letters

1
Name of the Issuer
ARYZTA AG
2
State whether the notification relates to:
(i)     a transaction notified in accordance with Market Abuse Rules; 
 
(ii)     a disclosure made in accordance with section 53 (as extended by section 64 of the Companies Act 1990) or entered into the issuer’s register in accordance with section 59 of the Companies Act 1990; or
(iii) both (i) and (ii).
 
(i) above
3
Name of person discharging managerial responsibilities/director
Hans Sigrist
4
State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person.  N/A
5
Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest.  In respect of a holding of person referred to in 3 above
6
Description of shares (including class) debentures or derivatives or financial instruments relating to shares
Registered shares 
7
Name of registered shareholder(s) and, if more than one, number of shares held by each of them. 
   Person named in 3 above.
8
State the nature of the transaction
Purchase
9
Number of shares, debentures or financial instruments relating to shares acquired
164
10
Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
Less than 0.001%
11
Number of shares, debentures or financial instruments relating to shares disposed
N/A
12
Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
N/A
13
Price per share or value of transaction
CHF9,942.10 value of transaction 
14
Date and place of transaction
26 August, 08, Zurich
15
Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
11,000 shares or 0.014%
16
Date issuer informed of transaction
27 August, 08



If a person discharging managerial responsibilities has been granted options by the issuer, complete the following boxes:

17
Date of grant  N/A
18
Period during which or date on which it can be exercised   N/A
19
Total amount paid (if any) for grant of the option N/A
20
Description of shares or debentures involved (class and number)  N/A
21
Exercise price (if fixed at time of grant) or indication that the price is to be fixed at the time of exercise N/A
22
Total number of shares or debentures over which options are held following notification   N/A
23
Any additional information N/A
24
Name of contact and telephone number for queries
Pat Morrissey, General Counsel and Group Secretary, ARYZTA AG, 353 1 6121379
Name and signature of duly designated officer of issuer responsible for making notification
____________________________________________________
Date of notification ___________________________________


Holding(s) in Company

Standard Form TR-1
Voting rights attached to shares- Article 12(1) of directive 2004/109/EC
Financial instruments – Article 11(3) of the Commission Directive 2007/14/EC
 
1.    Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: Aryzta AG
 
2.    Reason for the notification (please tick the appropriate box or boxes):
[ ]     an acquisition or disposal of voting rights 
[ ]     an acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
[X]   an event changing the breakdown of voting rights 
 
3.    Full name of person(s) subject to the notification obligation: FMR LLC and FIL Limited and their direct subsidiaries
 
4.    Full name of shareholder(s) (if different from 3.):
 
5.     Date of the transaction and date on which the threshold is crossed or reached: 22 August 2008
 
6.    Date on which issuer notified; 26 August 2008
 
7.     Threshold(s) that is/are crossed or reached: 
 
8.     Notified details: 

A) Voting rights attached to shares
Class/type of shares (if possible using the ISIN CODE)
Situation previous to the Triggering transaction 
Resulting situation after the triggering transaction
Number of Shares
Number of Voting rights
Number of shares
Number of voting rights
% of voting rights
Direct
Direct
Indirect
Direct
Indirect
CH0043238366
0
0
8,203,862
8,203,862

10.39









SUBTOTAL A (based on aggregate voting rights)
0
0
8,203,862
8,203,862
10.39
  
B) Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument 
Expiration Date
Exercise/Conversion Period/ Date
Number of voting rights that may be acquired if the instrument is exercised/converted 
% of voting rights











SUBTOTAL B (in relation to all expiration dates)



Total (A+B)
number of voting rights
% of voting rights
8,203,862
8,203,862
10.39

9.    Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: 
 
10.    In case of proxy voting: FMR LLC and FIL Limited will acquire to hold 8,203,862 voting rights as of 22 August 2008.
 
11.    Additional information: This notification is due to the merger of Hiestad Holding AG with IAWS Group Plc to form Aryzta AG. 
 

Holding(s) in Company

Standard Form TR-1
Voting rights attached to shares- Article 12(1) of directive 2004/109/EC
Financial instruments – Article 11(3) of the Commission Directive 2007/14/EC
 
1.    Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: 
Aryzta AG
 
2.    Reason for the notification (please tick the appropriate box or boxes):
[ ]     an acquisition or disposal of voting rights 
[ ]     an acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
[ ]    an event changing the breakdown of voting rights
[X]     Other: Merger of IAWS Group Plc and Hiestand Holdings AG to create Aryzta AG  
 
3.    Full name of person(s) subject to the notification obligation:
The Growth Fund of America, Inc
 
4.    Full name of shareholder(s) (if different from 3.):

5.     Date of the transaction and date on which the threshold is crossed or reached:
22 August 2008
 
6.    Date on which issuer notified;
25 August 2008
 
7.     Threshold(s) that is/are crossed or reached: 
3%
 
8.     Notified details: 

A) Voting rights attached to shares
Class/type of shares (if possible using the ISIN CODE)
Situation previous to the Triggering transaction 
Resulting situation after the triggering transaction
Number of Shares
Number of Voting rights
Number of shares
Number of voting rights
% of voting rights
Direct
Direct
Indirect
Direct
Indirect
Registered Shares
(CH0043238366)
0
0
3,087,500
3,087,500

3.9811%









SUBTOTAL A (based on aggregate voting rights)
  0
  0
3,087,500
3,087,500
3.9811%
  
B) Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument 
Expiration Date
Exercise/Conversion Period/ Date
Number of voting rights that may be acquired if the instrument is exercised/converted 
% of voting rights
N/A










SUBTOTAL B (in relation to all expiration dates)



Total (A+B)
number of voting rights
% of voting rights
  3,087,500 
  3,087,500
3.9811%

9.    Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: 
N/A
 
10.    In case of proxy voting: [name of the proxy holder] will cease to hold [number] voting rights as of [date].
N/A
 
11.    Additional information:

Done at Los Angeles, California on 25 August 2008.


 
Annex to the standard form TR-1 
a)    Identity of the person or legal entity subject to the notification obligation
Full name (including legal form for legal entities)
The Growth Fund of America, Inc
Contact address (registered office for legal entities)
333 South Hope Street,55th Floor
Los Angeles, California 90071 U.S.A
Phone number 
(213) 615-0469
Other useful information (at least legal representative for legal persons)
Vivien Tan
b)     Identity of the notifier, if applicable
Full name 
Vivien Tan
Contact address 
333 South Hope Street,55th Floor
Los Angeles, California 90071 U.S.A
Phone number 
(213) 615-0469
Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation)
Fax: (213) 486-9698
  • Additional information 

First Day of Trading of ARYZTA AG

22nd August 2008 
Zurich
 
 
 
First Day of Trading of ARYZTA AG
 
 
 
ARYZTA AG has completed the combination of Hiestand Holding AG and IAWS Group plc. ARYZTA AG is the global leader in value added baked goods with geographical reach extending from North America through Europe to South East Asia and Australia. A total of 78,940,460 shares will be outstanding. Trading of the shares of ARYZTA AG on the SWX Swiss Exchange and the Irish Stock Exchange ISE will commence today 22 August 2008.
 
The IAWS Group plc results for the year ended 31 July 2008, the Hiestand Holdings AG interim results for the period ended 30 June 2008 and the pro-forma results for ARYZTA AG for the year ended 31 July 2008 will be released on the 22 September 2008.
 
 
 
 
 
Contacts:
 
ARYZTA AG
Email: info@aryzta.com 
 
Temple Bar Advisory
Media & Investor Relations
Alex Money / Lorna Ellen
Tel: +44 207 002 1080
Hirzel Neef Schmid Konsulenten
Public Relations
Aloys Hirzel +41 4 33 44 42 45
 
Murray Consultants
Public Relations
Joe Murray    + 353 86 2534950  
Joe Heron     + 353 87 6909735
 

Procedure for dealing in ARYZTA shares

 

ARYZTA AG Prospectus