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, 11 January 2012
ARYZTA AG (“ARYZTA”) announces that, following a placing arranged overnight and this morning with a limited number of institutional investors, it has raised gross proceeds of CHF 174,341,799 through a placing of 4,252,239 new shares at an issue price of CHF 41.00 per share. The new shares will be fully fungible with ARYZTA’s existing shares and entitled to the dividend for the financial year 2011.
The placing is scheduled to settle on 17 January 2012. The first trading day of the new shares on SIX Swiss Exchange is expected to be 16 January 2012. Their listing on ISE Irish Stock Exchange will be arranged in due course.
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).
The placing was arranged by UBS AG acting as Sole Bookrunner. Zürcher Kantonalbank acted as Placement Agent.
Tel: +41 (0) 44 583 42 00
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.