Barry Callebaut: Proposal to increase share capital and election of two new Board members

Barry Callebaut: Proposal to increase share capital and election of two new 
Board members 
ZURICH, SWITZERLAND -- (Marketwire) -- 03/27/13 --  Barry Callebaut's
Extraordinary General Meeting of Shareholders on April 22, 2013 
* Extraordinary General Meeting of Shareholders to take place on
Monday, April 
22, 2013 at 2:30 pm at Kongresshaus Zuerich 
* Proposal for the creation of authorized share capital for the
purpose of 
partly financing the acquisition of the Cocoa
Ingredients Division of Petra 
Foods Ltd., Singapore 
* Election of two new Board members; Markus Fiechter to step down
as of the 
next Annual General Meeting of Shareholders 
As announced on December 12, 2012, Barry Callebaut, the world's
leading manufacturer of high-quality cocoa and chocolate
agreed to acquire the Cocoa Ingredients Division from Petra Foods
Ltd., Singapore. As also communicated, the funding of the acquisition
was secured by a bridge loan, which is to be refinanced within twelve
months with a combination of equity and debt financing. 
Barry Callebaut is now proposing to re-finance the bridge loan
through a combination of new equity for an equivalent amount of USD
300 million and a USD
600 million Rule 144A/Reg S USD bond offering. 
The acquisition transaction is still subject to approval by Petra
Foods' shareholders as well as by regulatory authorities; the closing
is expected to be in summer 2013. 
The Board of Directors of Barry Callebaut calls for an Extraordinary
Meeting of Shareholders (EGM) on April 22, 2013 with the
following agenda: 
1. Authorized capital increase 
The Board of Directors proposes the creation of authorized capital,
which will
allow Barry Callebaut to raise the required equity capital
in a most efficient
way. The new capital to be authorized will allow
the Board of Directors to increase Barry Callebaut's share capital
either by way of a rights issue or a
private placement through an
Accelerated Bookbuilding. 
The Board of Directors has hence resolved to propose to the EGM to
issue a maximum of 500,000 new, fully paid-up registered shares with
a nominal value of CHF 18.60 per share. 
As previously mentioned, Jacobs Holding AG as majority shareholder,
supports the acquisition and the proposed financing w
ithout any
reservations. Furthermore, in relation to the proposed capital
increase, Jacobs Holding AG has expressed its
intention to acquire
new shares in proportion to its current holding. 
2. Election of two new members to the Board of Directors 
For the upcoming EGM, the Board of Directors also proposes the
election of two
new members of the Board of Directors of Barry
Callebaut for the current term of office until the next ordinary
General Meeting on December 11, 2013. The evaluation process is
currently not completed. The final nomination of the new
members of
the Board of Directors will be communicated via separate press
Markus Fiechter will step down from the Board of Directors at the
ordinary Annual General Meeting of Shareholders in December 2013 after
having served since 2004. 
The EGM is to be held on April 22, 2013 at Kongresshaus,
Claridenstrasse 5, 8002 Zurich, at 2:30 pm. 
The invitation to the EGM will be sent on March 28, 2013 to all
registered in Barry Callebaut's share register and
published in the Swiss Official Gazette of Commerce on the same day.
The invitation will also be available on the company's home page
Barry Callebaut ( 
With annual sales of about CHF 4.8 billion (EUR 4.0 billion / USD 5.2
for fiscal year 2011/12, Zurich-based Barry Callebaut is the
world's leading
manufacturer of high-quality cocoa and chocolate -
from the cocoa bean to the
finest chocolate product. Barry Callebaut
is present in 30 countries, operates
around 45 production facilities
and employs a diverse and dedicated workforce of about 6,000 people.
Barry Callebaut serves the entire food industry focusing on
industrial food manufacturers, artisans and professional users of
chocolate (such as chocolatiers, pastry chefs or bakers), the latter
with its two global
brands Callebaut(R) and Cacao Barry(R). Barry
Callebaut is the global leader in cocoa and chocolate innovations and
provides a comprehensive range of services
in the fields of product
development, processing, training and marketing. Cost
leadership is
another important reason why global as well as local food
manufacturers work together with Barry Callebaut. Through its broad
range of
sustainability initiatives and research activities, the
company works with farmers, farmer organizations and other partners
to help ensure future supplies
of cocoa and improve farmer
The complete news release can be downloaded from the following link: 
News release (PDF): 
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants
(i) the releases contained herein are protected by copyright and    
other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and     
originality of the information contained therein. 
Source: Barry Callebaut via Thomson Reuters ONE 
for investors and financial analysts:
  Evelyn Nassar
  Head of Investor Relations
  Barry Callebaut AG
  Phone: +41 43 204 04 23 
for the media:
Raphael Wermuth
Head of Media Relations
Barry Callebaut AG
Phone: +41 43 204 04 58
Press spacebar to pause and continue. Press esc to stop.