Holding(s) in Company


Standard Form TR-1
 
for filing purposes only in accordance with Regulation 22 of the Transparency (Directive 2004/109/EC) Regulations 2007
 
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):
[X]     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 
 
3.    Full name of person(s) subject to the notification obligation:
FIL Limited and their direct and indirect subsideries
 
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:
30 January 2009
 
6.    Date on which issuer notified;
03 February 2009
 
7.     Threshold(s) that is/are crossed or reached: 
10%
 
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
7,894,703
7,894,703
7,884,803
7,884,803
 
9.98
 
SUBTOTAL A (based on aggregate voting rights)
7,894,703
7,894,703
7,884,803
7,884,803
9.98
 
   

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) [where appicible in accordance with national law]
number of voting rights
% of voting rights
 
7,960,109
 
7,884,803
 
9.98%



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 cease to hold 9,900 voting rights as of 30 January 2009.

11.    Additional information:
none
 

Total Voting Rights

14 January 2009
ARYZTA AG (‘the Company’)
TOTAL VOTING RIGHTS
 
In conformity with Regulation 20 of the Transparency (Directive 2004/109/EC) Regulations 2007, ARYZTA AG announces: 
 
  • The total number of registered shares of nominal value of CHF0.02 each in issue as at 13 January, 2009 is 81,180,460. 
  • The Company holds 2,240,000 registered shares in treasury.
  • The total number of voting rights therefore is 78,940,460.
 
78,940,460 may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change, to their interest in, ARYZTA AG under the Transparency (Directive 2004/109/EC) Regulations 2007.
 
Contact details:
 
Hilliard Lombard
ARYZTA AG
Tel: +41 (0) 44 583 42 00
 

Brochure of Particulars

ARYZTA AG (“the Company”)
 
Brochure of Particulars
 
 
Application has been made to the Irish Stock Exchange for the admission of 2,240,000 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 ARY LTIP Trustee Limited. 
 
ARY LTIP Trustee Limited is a wholly owned subsidiary of ARYZTA formed for the purposes of holding the shares subject to the ARYZTA Long Term Incentive Plan 2008 (“LTIP”) and ARY LTIP Trustee Limited will hold these shares in treasury pending satisfaction of the applicable terms of the ARYZTA Long Term Incentive Plan.
 
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 9 January 2008. 
 
Contact details:
 
Hilliard Lombard
ARYZTA AG
Tel: +41 (0) 44 583 42 00
 

Directorate Change

Zurich, 23 December 2008 – ARYZTA AG, Zurich, has announced that Wolfgang Werl̩, Vice Chairman of the company’s Board of Directors, is stepping down from his post and leaving the Board on 29 December 2008. Wolfgang Werl̩ is one of the architects of the merger between Hiestand Holding AG and IAWS Group plc in summer this year to form ARYZTA AG, the worldwide market leader for high quality bakery and convenience products. He is leaving the Board of Directors because of the heavy workload created by other international business commitments. 



Investor Enquiries:

Hilliard Lombard
ARYZTA AG
Tel: +41 (0) 44 583 42 00

Alex Money
Temple Bar Advisory
Media and Investor Relations Advisors
Tel: +44 (0) 20 7002 1080



Media Enquiries:

Aloys Hirzel
Hirzel. Neef. Schmid. Konsulenten 
Tel: +41 43 3444242

Hilliard Lombard
ARYZTA AG
Tel: +41 (0) 44 583 42 00

Alex Money/Lorna Ellen 
Temple Bar Advisory
Media and Investor Relations Advisors
Tel: +44 (0) 20 7002 1080




ABOUT ARYZTA
ARYZTA AG is a global leader in speciality bakery with geographic reach from North America through Europe to South East Asia and Australia. The Zurich-based company has a dual primary listing on the SWX Swiss and ISE Irish Exchanges (SWX: ARYN, ISE: YZA). ARYZTA is the majority shareholder (71.4%) in Origin Enterprises plc, which has a listing on the AIM in London and the IEX in Dublin (AIM: OGN, IEX: OIZ). 

First Quarter Trading Update – period ended 25th October 2008

Zürich, 1st December 2008. ARYZTA AG (‘ARYZTA’), the global leader in speciality bakery with geographic reach from North America through Europe to South East Asia and Australia, issues its first quarter Interim Management Statement in accordance with the reporting requirements of the EU Transparency Directive 2007. 




* Prepared on a pro forma basis including Hiestand Holding AG in prior year comparative.

Commenting on the results, Owen Killian, CEO of ARYZTA AG said:

“Food is a very resilient and stable business. We have excellent products and trusted brands combined with a strong service network.  We work with our customers to be positioned in the right space and are focused on servicing the changing needs of consumers in this current economic climate.

The global banking crisis poses issues for customers, suppliers and indeed primary producers who require reliable access to capital in order to fund and develop their enterprises”. 
  

Food Europe

Food Europe performed in line with the Group’s expectation during the period under review. The effects of the current financial crisis have affected consumer behaviour on the high-street. Underlying growth of 4.2% in the period reflects a slowdown in growth evident across most channels, particularly in the UK and Irish markets, which have seen reduced volumes. The business has proved resilient and continues to work with its customers to adapt to the changing economic environment. 

The formation of ARYZTA which combines the strengths of Hiestand with those of the former IAWS Foods business is very timely. The combination of Hiestand with its capacity, diversity and geographic reach and the Group’s new bakery and innovation centre at Grangecastle opens up new opportunities for ARYZTA. The Grangecastle bakery is on plan and will be fully commissioned during the period ended 31 January 2009.


Food North America

Food North America has maintained its accelerated revenue growth with an underlying increase of 19.5 per cent in the period. In the US, changing consumer patterns have been evident for some time. The business has responded and is well positioned in this market.


Food Developing Markets

From a low base this segment continues to see revenue growth.

Operating Margin

The Food Group maintained its operating margin in the period under review.

Financial Position

ARYZTA continues to have a strong balance sheet with excellent free cash flow. ARYZTA negotiated* financing facilities of over €1bn in 2008. At the period ended 31 July 2008, ARYZTA had pro forma net debt of €553m; this represented a conservative Net Debt : EBITDA ratio of 2.15x. ARYZTA’s banking facilities* are as follows:
  • €795m revolving credit facility, which matures on 20 June 2013
  • US $450m private placement, which matures between 13 June 2014 and 13 June 2019 
  • The covenant on these facilities is Net Debt : EBITDA of 3.5x.  

*Origin Enterprises plc is separately financed.


Origin

Origin Enterprises plc (‘Origin’) is releasing a Q1 Trading Update at 07.00 GMT this morning. This can be found on their website (www.originenterprises.com).

Origin had an excellent performance during the period, reflecting positive growth momentum in the Agri-Nutrition division in addition to the benefit of an excellent contribution from Masstock, the Group’s integrated farm agronomy business, acquired in February 2008.  

Reflecting the seasonality of the business approximately 20 per cent of Origin’s annual profits are earned in the first quarter of the financial year.

Origin remains confident about the prospects for the full year.


Outlook

ARYZTA AG is an extremely well invested bakery business servicing all food channels from restaurants, catering, hotels and leisure, quick service restaurants, travel and retail. The group is well positioned in the current trading environment with its enhanced capability and increased geographic reach. 



Note for analysts

A telephone conference for investment analysts is being held at 10.00 CET (09.00 GMT) today, Monday 1 December 2008, during which CEO Owen Killian and CFO Patrick McEniff will discuss the Interim Management Statement.

The numbers to dial for this telephone conference are:

Switzerland: +41 22 580 29 92 
Ireland: +353 12 46 03 01
UK: +44 20 314 74 753
USA/Canada: +1 703 62 19 118

Passcode (only required in Ireland): 464894

A printable PDF version of the slides will be available for download on the ARYZTA website (www.www.aryzta.com) from 09.30 CET (08.30 GMT). Details of the telephone and webcast replay facilities will be available on the website shortly after the call.
 
ARYZTA AG Investor Calender – Financial period ended 31 July 2009

Half Year Results Announcement – Monday 9th March 2009

Q3 Interim Management Statement – Tuesday 2nd June 2009

Full Year Results Announcement – Monday 28th September 2009

ABOUT ARYZTA
 
ARYZTA AG is a global leader in speciality bakery with geographic reach from North America through Europe to South East Asia and Australia.
 
ARYZTA, a Zürich-based company, has a dual primary listing on the SWX Swiss and ISE Irish Exchanges (SWX: ARYN, ISE: YZA).
 
ARYZTA is the majority shareholder (71.4%) in Origin Enterprises plc, which has a listing on the AIM in London and the IEX in Dublin (AIM: OGN, IEX: OGN). 



Investor Enquiries:

Hilliard Lombard
ARYZTA AG
Tel: +41 (0) 44 583 42 00

Alex Money
Temple Bar Advisory
Media and Investor Relations Advisors    
Tel: +44 (0) 20 7002 1080



Media Enquiries:

Hilliard Lombard
ARYZTA AG
Tel: +41 (0) 44 583 42 00

Aloys Hirzel
Hirzel. Neef. Schmid. Konsulenten 
Tel: +41 43 3444242

Alex Money/Lorna Ellen 
Temple Bar Advisory
Media and Investor Relations Advisors
Tel: +44 (0) 20 7002 1080

Notice of First Quarter Trading Update on Monday 1st December 2008

ARYZTA AG:
 
Notice of Interim Management Statement on Monday 1st December 2008
 
Zurich 20th November 2008. ARYZTA AG, the global leader in speciality bakery with geographic reach from North America through Europe to South East Asia and Australia, gives notice that it will publish its Interim Management Statement for the first quarter of its fiscal year ended 31 July 2009 on Monday 1st December 2008 at 7am CET. 
 
 
ABOUT ARYZTA
 
ARYZTA AG is a global leader in speciality bakery with geographic reach from North America through Europe to South East Asia and Australia.
 
ARYZTA was formed when Dublin-based IAWS Group, plc merged with Zürich-based Hiestand Holding AG in August 2008. The company has a dual primary listing on the SIX Swiss and ISE Irish Exchanges. 
 
ARYZTA is the majority shareholder in Origin Enterprises plc, a leading player in the Agri-Nutrition sector in Ireland, UK and Poland.
 
 

Directorate Change

Zurich

31st October 2008


Directorate Change

ARYZTA AG announces that Mr Lyndon Lea will resign from the board of Directors with effect from 31st October 2008.

ENDS

 

Investor Enquiries:

Hilliard Lombard
ARYZTA AG
Tel: +353 1 6121379

Alex Money
Temple Bar Advisory
Media and Investor Relations Advisors
Tel: +44 (0) 20 7002 1080



Media Enquiries:

Alex Money/ Lorna Ellen 
Temple Bar Advisory
Media and Investor Relations Advisors
Tel: +44 (0) 20 7002 1080

Aloys Hirzel
Hirzel. Neef. Schmid. Konsulenten 
Tel: +41 43 3444242
 
Joe Murray/ Joe Heron
Murray Consultants
Tel: +353 1 498 0300

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
Owen Killian
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, derivatives (cfds), awards under LTIP – matching plan + option equivalent plan. 
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
Awards under LTIP & Sale
9
Number of shares, debentures or financial instruments relating to shares acquired
100,000 Qualifying investment shares under matching plan
400,000 units under option equivalent plan {see 17 et seq below]
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
100,000 shares
37,500 CFDs
12
Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
Shares – 0.127%
CFDs – 0.048%
13
Price per share or value of transaction
€28.81
14
Date and place of transaction
30th September 2008, Dublin 
15
Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
523,676 shares or 0.664%
16
Date issuer informed of transaction
30th September 2008
 
 
If a person discharging managerial responsibilities has been granted options by the issuer, complete the following boxes:
 
17
Date of grant  
30th September 2008
18
Period during which or date on which it can be exercised  
Not earlier than 31/7/11
19
Total amount paid (if any) for grant of the option 
N/A
20
Description of shares or debentures involved (class and number)  
Shares
21
Exercise price (if fixed at time of grant) or indication that the price is to be fixed at the time of exercise 
30.03 re option equivalent plan
22
Total number of shares or debentures over which options are held following notification  
100,000 qualifying investment shares under matching plan & 400,000 units under the option equivalent plan
23
Any additional information 
The shares were disposed of in order to repay borrowings and pay tax in connection with ARYZTA shares.
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
Pat Morrissey
 
Date of notification
 1st October 2008
 
 
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
 
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
Patrick McEniff
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
Derivatives (cfds) and awards under LTIP – matching plan & option equivalent plan. 
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
Awards under LTIP & Sale
9
Number of shares, debentures or financial instruments relating to shares acquired
60,000 Qualifying investment shares under matching plan
240,000 units under option equivalent plan {see 17 et seq below]
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
62,500 CFDs
12
Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
0.079%
13
Price per share or value of transaction
€31.21
14
Date and place of transaction
30th September 2008, Dublin 
15
Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
312,723 shares or 0.396%
16
Date issuer informed of transaction
30th September 2008
 
 
If a person discharging managerial responsibilities has been granted options by the issuer, complete the following boxes:
 
17
Date of grant  
30th September 2008
18
Period during which or date on which it can be exercised  
Not earlier than 31/7/11
19
Total amount paid (if any) for grant of the option 
N/A
20
Description of shares or debentures involved (class and number)  
Shares
21
Exercise price (if fixed at time of grant) or indication that the price is to be fixed at the time of exercise 
30.03 re option equivalent plan
22
Total number of shares or debentures over which options are held following notification  
60,000 qualifying investment shares under matching plan & 240,000 units under the option equivalent plan
23
Any additional information 
The shares were disposed of in order to repay borrowings and pay tax in connection with ARYZTA shares.
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
Pat Morrissey
 
Date of notification
 1st October 2008
 
 
 
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
 
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
Hugo Kane
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 and awards under LTIP – matching plan & option equivalent plan. 
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
Awards under LTIP & Sale
9
Number of shares, debentures or financial instruments relating to shares acquired
60,000 Qualifying investment shares under matching plan
240,000 units under option equivalent plan {see 17 et seq below]
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
80,000 shares
12
Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
Shares – 0.101%
13
Price per share or value of transaction
€31.19
14
Date and place of transaction
30th September 2008, Dublin 
15
Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
280,978 shares or 0.356%
16
Date issuer informed of transaction
30th September 2008
 
 
If a person discharging managerial responsibilities has been granted options by the issuer, complete the following boxes:
 
17
Date of grant  
30th September 2008
18
Period during which or date on which it can be exercised  
Not earlier than 31/7/11
19
Total amount paid (if any) for grant of the option 
N/A
20
Description of shares or debentures involved (class and number)  
Shares
21
Exercise price (if fixed at time of grant) or indication that the price is to be fixed at the time of exercise 
30.03 re option equivalent plan
22
Total number of shares or debentures over which options are held following notification  
60,000 qualifying investment shares under matching plan & 240,000 units under the option equivalent plan
23
Any additional information 
The shares were disposed of in order to repay borrowings and pay tax in connection with ARYZTA shares.
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
Pat Morrissey
 
Date of notification
 1st October 2008
 

Full Year Results for the year ending 31 July 2008

ARYZTA AG:
ARYZTA AG: Building on Solid Foundations
 
 
Full year results ended 31 July 2008
 
  • Pro forma Revenues of € 3.13 billion 
  • Pro forma Operating Profit of Â€ 262 million
  • Pro forma Earnings Per Share of 202c 
  • Strong performance from both IAWS and Hiestand 
  • Outstanding contribution from Origin Enterprises
 
Zurich, 22 September 2008. Formed from the merger of IAWS Group in Ireland and Switzerland’s Hiestand Holding AG, ARYZTA AG is the global leader in speciality bakery. ARYZTA was listed on the SWX Swiss Stock Exchange and the Irish Stock Exchange on 22 August 2008, and today presents pro forma results to 31 July 2008. These show Revenues of Â€3.13 billion (approximately CHF 5bn) and Operating Profit of Â€262 million, with Earnings per Share of 202c. This result reflects a strong performance from both IAWS Group, Limited and Hiestand Holding AG over the period under review.
 
Commenting on the results of the newly enlarged Group, ARYZTA AG Chief Executive Officer Owen Killian said:
 
“2008 was a great year for IAWS and Hiestand, culminating in the successful merger to create ARYZTA, completed shortly after the financial year end. The year was marked by further strong growth in both businesses. The pro forma results for ARYZTA reflect the enlarged base from which this new business will develop and grow. 
 
The results for Hiestand for the six months to 30 June 2008 and the IAWS results for the year to 31 July 2008 demonstrate the growth momentum now channelled into ARYZTA from both Food businesses. In addition, the momentum created by Origin Enterprises of which IAWS Group owns 71.4 per cent, has delivered an outstanding contribution. The Food businesses have experienced continued consumer demand across all channels for their always fresh and convenient food offerings, while Origin has benefited substantially from a strong performance in agricultural markets and acquisitions in the period.
 
 
ARYZTA is primarily a speciality bakery. The aroma of a fresh bakery conveys a powerful consumer response in all markets. Expertise in the bakery world is at the heart of who we are and is one of the overarching connections across our entire portfolio. The birth of ARYZTA creates a global business with geographic, customer and product diversification and leading positions in the growth area of the speciality bakery market. From this base and with this underlying momentum, ARYZTA can look forward with confidence to further sustained earnings growth and development.”
 
Note for analysts
 
A telephone conference for investment analysts is being held at 9.00 a.m. CET (8.00 a.m. BST) today, Monday 22 September 2008, during which CEO Owen Killian and CFO Patrick McEniff will discuss the results.
 
The numbers to dial for this telephone conference are:
 
Switzerland: +41 44 580 46 23
Ireland: +353 124 60 301
UK: +44 20 30 43 24 66
USA: +1 703 621 9130
 
Pin code: 196124 # 
 
 
 
 
 
 
  ARYZTA AG
 
Results Announcement
Year ended 31 July 2008
 
Pro Forma Results Summary
 
Pro forma results based on audited results for IAWS Group, Ltd. (“IAWS”)  for the year ending 31 July 2008 and Hiestand trailing twelve month results to 30 June 2008 (Hiestand six months results to 31 December 2007 extracted from audited accounts for the year ended 31 December 2007 and unaudited six months results ended 30 June 2008). 
 
Further disclosures on the pro forma adjustments and basis of preparation are set out in Appendix 2 of this announcement.
 
1.       Before impact of intangible amortisation, exceptional items.
2.       Presented after interest and tax.
3.       Presented after dilutive impact of Origin equity entitlement.

 
 
 
ARYZTA – Outlook
 
 
The bringing together of the two complementary businesses of IAWS and Hiestand to create ARYZTA has resulted in a leading global food business focused on the speciality bakery market. ARYZTA commands significant geographic diversification with its customer base extending from North America through Eastern and Western Europe to South East Asia and Australia. 
 
ARYZTA is confident that its business model will deliver benefits to customers and is well placed to deliver future earnings growth. 
  Hiestand Holding AG
 
Results Announcement
6 Months ended 30 June 2008
 
Hiestand Holding AG Interim Results Summary
 
Hiestand six months results to 30 June 2008 are unaudited. Hiestand six month results to 30 June 2007 are based on previously published interim results for the six months to 30 June 2007.
Hiestand 30 June 2008 results have been translated using a rate of CHF1.63 to €1. The 30 June 2007 results have been translated using a rate of CHF1.66 to €1.
 
*Before impact of intangible amortisation and exceptional items.
 
 
 
Hiestand Half Year Results Highlights
 
  • Excellent Revenue Growth and Margin conversion during the 6 month period to 30 June 2008.
  • Increase of business penetration and distribution in all Hiestand countries; strong organic growth.
  • Focus on Hiestand core business, concentration on core competences and further development of Hiestand strengths.
  • Ongoing efficiency increase in all business areas.
  • Fricopan fully integrated and incorporated for the entire period.
 
IAWS Group, Ltd.
 
Results Announcement
Year ended 31 July 2008
 
 
Results Summary 
.
                1.       Before impact of intangible amortisation, exceptional items.
                2.       Presented after interest and tax.
                3.       Presented after dilutive impact of Origin equity entitlement.
 
 
IAWS Full Year Results Highlights
 
  • Excellent underlying revenue growth across the business.
    • Food Europe 9.4%
    • Food North America 14.1%
    • Origin 29.9%
  • Operating margin maintained in the Food business.
  • Origin operating profit increased by 86% in the period.
  
IAWS Group Financial Review
 
EPS*
 
IAWS announces an increase of 15.8 per cent in diluted earnings per share for the year ending 31 July 2008 to 109.1c compared to 94.2c in the previous year. The adjusted profit for the financial year was €140.1 million compared with €120.6 million in 2007. 
 
Dividend
 
As a result of the merger and on acceptance of the shareholder agreement no dividend will be paid based on the results of the business for the year to 31 July 2008.
 
Revenue
 
Group revenue was 39.5 per cent higher at €2.661 billion. Food grew revenues to Â€1.162 billion, an increase of 14.1 per cent with an underlying growth of 11.1 per cent. Origin’s revenues were Â€1.499 billion^, an increase of 68.5 per cent with an underlying growth of 29.9 per cent.
 
Operating profit*
 
Group operating profit including associates is up 29.6 per cent to €224.4 million. The operating profit from the Food business including associates and JV was €151.2 million compared to €131.3 million in the previous year – an increase of 15.1 per cent. Origin delivered an excellent performance with operating profits of €73.2 million including associates which is 75.1 per cent higher than last year.
 
Associates^^
 
The profit contribution from Food associates and joint venture grew by 12.3 per cent to €25.8 million compared with €23.0 million in the previous year. The profit contribution from Origin’s associates was down to €2.3 million from €3.7 million year on year reflecting the movement of profits from Odlums into full consolidation following the acquisition of the remaining 50 per cent of that business during the period.
 
Minority interest±
 
IAWS Group minority interest has increased to €13.9 million in the year compared with €0.5 million in the previous year. This reflects profit flows from Origin attributable to minority shareholders in the period following the IPO of Origin in June 2007. 
 
Free cash flow
 
During the year, due to continued strong underlying performance and cash management, the Group’s free cash flow increased by 34.4 per cent to €183.5 million.
 
Balance sheet
 
Net assets increased by 10.4 per cent to €846.8 million in the period. Total borrowings were Â€588.3 million compared with €479.6 million in the previous year. This is a strong performance after a cash acquisition spend for the Group of €193.0 million and investment capital expenditure of €143.0 million. Origin cash acquisition and investment capital expenditure spend was €157.4 million and €15.8 million respectively. Food business cash acquisition and investment capital expenditure spend was €35.6 million and €127.2 million respectively. Net debt (€175.1 million): EBITDA for Origin was 2.20 times, while net debt (€413.2 million): EBITDA ratio for the Group excluding Origin was 2.22 times.
 
* Items presented before impact of intangible amortisation, exceptional items 
± After dilutive impact of equity entitlements in Origin.  
^ Excludes intra group sales to IAWS Food businesses
^^ Share of associates and joint venture is presented after interest and tax
 
IAWS Group Review of Operations
 
IAWS continued its record of double digit growth during a year in which the foundations were put in place to ensure the successful merger with Hiestand Holding AG (“Hiestand”) to create ARYZTA, a global leader in speciality bakery. 
 
IAWS highlights for the year included:
 
Food
  • Successful management of commodity inflation and customer pricing to maintain margins.
  • 15.7% operating profit growth (excl associate and JV).
  • 14.1% underlying revenue growth in Food North America.
  • 9.4% underlying revenue growth in Food Europe.
  • 21.0% growth in free cash flow.
  • First full year of contribution from Otis Spunkmeyer.
  • New innovative European facility nearing completion on schedule.
 
Origin 
  • First year financial and operating performance.
  • 86.0% operating profit growth (excl associates and JV).
  • 29.9% underlying revenue growth.
  • 64.9% growth in free cash flow.
  • Acquisition of Masstock Group Holdings Ltd. (“Masstock)
  • Acquisition of controlling interest in Odlum Group Ltd. (“Odlums”)

 
Food North America: 
*before intangible amortisation and exceptional items
 
In the year under review, revenue grew by 22.8 per cent or 14.1 per cent underlying. Segmental operating profit grew by 24.2 per cent year on year. The results for Food North America include a strong first full year contribution from Otis Spunkmeyer which was acquired in the 2007 financial year (November 2006).
 
The Group has made substantial investment in developing its Food businesses in the North American speciality bakery market through acquisition and capital investment in recent years. The Food business now has circa 2,400 employees, 8 manufacturing facilities and 53 direct store delivery locations across America.
 
North America has a circa Â€8 billion (US$12 billion) value added bakery market which has experienced a compound annual growth rate (CAGR) of circa 4 per cent over the last 10 years^. Through La Brea Bakery and more recently Otis Spunkmeyer, the Group has grown category leadership in artisan bread and in sweet baked goods. The Group’s growth in this segment is driven by its always fresh and convenient offerings, superior product and concept development and unique supply chain capabilities that convey substantial benefits over cost for customers.
 
The Group’s extensive asset base and significant reach across North America offers significant opportunity to leverage strong brands and manufacturing capacity to drive continued growth in the region. 
 
^Based on ARYZTA source, Euromonitor 2007 report and independent analysis.
 
Food Europe: 
 
*before intangible amortisation and exceptional items
 
Revenue in Food Europe, which comprises the Food businesses in Ireland, the UK and France, increased by 9.2 per cent, to €708.8 million. Underlying revenue growth was 9.4 per cent over the period. Operating profit in Food Europe increased by 10.4 per cent to Â€73.5 million.
 
Europe has a circa Â€14.1 billion value added bakery market with a 5 year CAGR of circa 4 per cent^. The Food business has an extensive product range in the speciality bakery market. In Europe, the Food business has circa 2,100 employees, 3 manufacturing facilities and 23 direct sales delivery locations.
 
ARYZTA has diverse businesses servicing many channels in both the foodservice and retail markets. In retail, the Food business offers value added concepts through focusing on space profitability and differentiated offerings that satisfy consumers’ continuous demand for high quality, appealing and convenient products. In foodservice, the Group offers solutions to customers to maximise their profitability through focussing on menus, lower staff costs, less baking time and minimal product waste.
 
In both retail and foodservice the Group offers an excellent value proposition which provides our customers with substantial benefits over costs. The Food business continually focuses and invests in concepts and product development that will ensure our value proposition to customers continues. This focus and investment in concept and product development is the primary driver of growth.
 
ARYZTA’s continued investment in world class technology complements the Group’s existing food infrastructure which, combined with the proven management team in place means that the business has a solid foundation to deliver further growth to ARYZTA into the future.
 
 
 
^Based on ARYZTA sources, GIRA 2006, Euromonitor 2007 reports and independent analysis.
  Origin Enterprises plc:
 
Note: Origin revenue excludes intra group sales with IAWS food businesses.
*before intangible amortisation and exceptional items.
**represents 2007 diluted EPS adjusted to reflect current capital structure of Origin Enterprises.
 
Revenue was 68.5 per cent higher at €1.499 billion, while underlying revenue growth excluding the impact of foreign currency and acquisitions was 29.9 per cent.  
 
Operating profit increased by 86.0 per cent to €70.9 million, underlying growth in operating profit excluding acquisitions and currency impact was 44.6 per cent.  
 
This has been a transformational year for Origin where it has significantly extended its business model through strategic acquisitions. In August 2007 Origin acquired a controlling interest in Odlums for €35 million and assumed €27 million of debt. The integration of this business is well advanced and the business has seen an improved performance in the second half of the year.
 
This acquisition was followed in February 2008, by the acquisition of Masstock, the leading provider of integrated agronomy and farming systems advisory services to arable and grassland farm enterprises across the United Kingdom and Poland.  This acquisition significantly contributed to the expansion of the Group and will deliver further geographic expansion opportunities.
 
Finally in July 2008, Origin acquired a 20 per cent interest in Continental Farmers Group plc (‘Continental Farmers’) a large scale producer of high value agriculture crops and providing access to direct arable farming in the expanding Eastern European market.
 
Alongside the growth achieved through acquisitions, Origin has continued to experience strong underlying performance in its Agri-Nutrition business. 
 
Origin has separately published its preliminary results for the same period. These results are available at www.originenterprises.com.
 
 
Dividend
 
Subsequent to the delisting of IAWS Group plc and the creation of ARYZTA AG no dividend will be paid based on the results of the business for the year to 31 July 2008. The Board of ARYZTA expects to resume the payment of dividends to its shareholders based on the Group’s results for the financial year to 31 July 2009. 
 
 
ENDS
 
22 September 2008
   
Appendix 1
IAWS Group, Limited
 
Group Income Statement
Group Statement of Recognised Income and Expenses
Group Balance Sheet
Group Cash Flow statement
Notes to the results statement
Year ended 31 July 2008
 
 
IAWS Group, Limited (formerly IAWS Group, plc)
 
Group income statement 
for the year ended 31 July 2008