THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN.
Zurich / Switzerland, 10 January 2012
ARYZTA AG (“ARYZTA”) announces that it is offering up to 4,252,239 new shares with a nominal value of CHF0.02 each in a placing to a limited number of institutional investors at market terms. The number of new shares and their issue price will be determined in a book-building process arranged by UBS AG acting as Sole Bookrunner. ARYZTA will publish the definitive number of new shares and the issue price once the book-building process has been completed, which is expected to be in the course of tomorrow morning, 11 January 2012.
Through this placing, ARYZTA aims to broaden its shareholder base. The proceeds from the placing will be used to strengthen ARYZTA’s balance sheet and for general corporate purposes.
The new shares will be issued out of ARYZTA’s authorized share capital under the exclusion of pre-emptive rights of existing shareholders and represent less than 5% of its registered share capital prior to this capital increase. The new shares will be fully fungible with ARYZTA’s existing shares and entitled to the dividend for the financial year 2011, which is scheduled to be paid on 1 February 2012 following the expected ex-dividend date on 27 January 2012.
Assuming all shares are placed, the number of shares in issue in ARYZTA following completion of the placing will increase from 87,558,295 shares (83,785,436 shares excluding treasury shares) to 91,810,534 shares (88,037,675 shares excluding treasury shares).
Notwithstanding this share issuance, the underlying earnings per share guidance of euro 338 cent for the financial year ending 31 July 2012 remains valid. The proceeds of this share placement will further strengthen ARYZTA’s balance sheet. This positions ARYZTA well to meet its internal targets to enhance shareholder value through its ongoing internal strategic investment programme (ARYZTA Transformation Initiative).
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This press release does not constitute (i) an offering prospectus, and no securities will be offered directly or indirectly to the public, within the meaning of Art. 652a of the Swiss Code of Obligations, (ii) a listing prospectus within the meaning of the SIX Swiss Exchange Listing Rules, nor (iii) a prospectus within the meaning of the EC Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003 (the “Prospectus Directive”).
The shares that are the subject of the placement are not being offered or sold to any person in the United Kingdom, other than to qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000, being persons falling within Article 2.1(E)(i), (ii) or (iii) of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 (Prospectus Directive), which includes legal entities which are regulated by the Financial Services Authority and entities which are not so regulated whose corporate purpose is solely to invest in securities and who also fall within the definition of “Investment Professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the “FPO”) and high net worth entities falling within Article 49(2)(a) to (d) of the FPO.
THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE ANY RIGHTS, SHARES OR OTHER SECURITIES IN ANY JURISDICTION, NOR SHALL IT (OR ANY PART OF IT) OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT THEREFORE. IN ADDITION, THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN AND ARE NOT INTENDED TO BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THAT ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THAT ACT.