Obligation BARRY CALLEBAUT & PARTNERS N.V. 5.5% ( BE6254003252 ) en USD

BARRY CALLEBAUT & PARTNERS N.V.

100 % ▼

Belgique

BE6254003252 ( en USD )

5.5% par an ( paiement semestriel )

14/06/2023 - Obligation échue

Prospectus brochure de l'obligation Barry Callebaut Services N.V BE6254003252 en USD 5.5%, échue

1 000 USD

400 000 000 USD

Barry Callebaut Services N.V. est une société anonyme belge fournissant des services liés au cacao et au chocolat, notamment la gestion de la chaîne d'approvisionnement, la recherche et le développement, et la formation.

L'Obligation émise par BARRY CALLEBAUT & PARTNERS N.V. ( Belgique ) , en USD, avec le code ISIN BE6254003252, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2023

OFFERING CIRCULAR
U.S.$400,000,000
Barry Callebaut Services NV
5.500% Senior Notes due 2023
guaranteed on a senior basis by Barry Callebaut AG and certain of its material subsidiaries
Barry Callebaut Services NV, a limited liability company incorporated under the laws of Belgium (the "Issuer"), is offering
U.S.$400,000,000 of its 5.500% Senior Notes due 2023 (the "Notes"). The Issuer will pay interest on the Notes semi-annually in arrear on June 15
and December 15 of each year, commencing on December 15, 2013. The Notes will mature on June 15, 2023. There will be a short first interest
period for the period from, and including, June 20, 2013 to, but excluding, December 15, 2013. The interest rate payable on the Notes is subject to
adjustment from time to time. In the event that the Notes are downgraded by one or more Rating Agencies, the interest rate payable on the Notes
will be increased by 0.25% per Rating Notch per Rating Agency, with effect from the first Interest Payment Date following such downgrade, subject
to a maximum aggregate increase of 1.00% per annum. In the event that the Notes are upgraded by one or more Rating Agencies, the interest rate
payable will be decreased by 0.25% per Rating Notch per Rating Agency, with effect from the first Interest Payment Date following the date of such
upgrade, provided that in no circumstances will the interest rate be lower than 5.500% per annum, as further described in this Offering Circular.
The Notes will be guaranteed on a senior basis (the "Guarantee") by the Issuer's direct parent company, Barry Callebaut AG (the
"Company"), and, subject to limitations imposed by applicable law, certain of its material subsidiaries (together with the Company, the
"Guarantors") on a joint and several basis.
The Issuer must offer to repurchase the Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest upon
the occurrence of certain change of control events described in this Offering Circular.
At any time after June 20, 2013 (the "Issue Date") the Issuer may redeem all or part of the Notes at a price equal to 100% of the principal
amount thereof plus the "applicable premium" described in this Offering Circular.
The Initial Purchasers (as defined below) will, concurrently with the issue of the Notes on the Issue Date, deposit the gross proceeds from
the issue of the Notes into an escrow account in the name of the Issuer (the "Escrow Account"). The Escrow Account will be controlled by
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Singapore Branch) as escrow agent (the "Escrow Agent"). The release of the escrowed
proceeds to the Issuer (the "Escrow Release") will be subject to the completion of the Acquisition and certain other conditions (as further described
herein). If the conditions to the Escrow Release have not been satisfied on or prior to September 2, 2013 (the "Escrow Longstop Date"), the Notes
will be subject to a special mandatory redemption. The special mandatory redemption price will be a price equal to 100% of the aggregate initial
issue price of the Notes, plus accrued and unpaid interest from the Issue Date to the special mandatory redemption date.
There is currently no public market for the Notes. Application has been made to list the Notes on the Official List of the Luxembourg Stock
Exchange and for trading on the Euro MTF Market (the "Euro MTF") of the Luxembourg Stock Exchange, which is not a regulated market (as
defined by Article 1(13) of Directive 93/22/EEC).
Issue Price: 98.122%
Delivery of the Notes in book-entry form will be made on June 20, 2013.
The Notes and the related Guarantee have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or the laws of any other jurisdiction and may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United
States, the offering of the Notes (the "Offering") is being made only to "qualified institutional buyers" ("QIBs") (as defined in Rule 144A
("Rule 144A")) under the Securities Act in reliance on Rule 144A. Prospective investors are hereby notified that Credit Suisse Securities
(Europe) Limited, Goldman Sachs International, ING Bank N.V., London Branch, Jefferies International Limited, Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A. (Rabobank International), RBS Securities Inc. or UBS Limited (each an "Initial Purchaser," and together,
the "Initial Purchasers") may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Outside the United States, the Offering is being made in reliance on Regulation S under the Securities Act. See "Notice to Investors,"
"Plan of Distribution" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
The Notes that are being offered and sold in accordance with Regulation S under the Securities Act (the "Regulation S Notes")
and the Notes that are being offered and sold in reliance on Rule 144A (the "Rule 144A Notes") will initially be represented by separate
global certificates in bearer form (the "Regulation S Global Note" and the "Rule 144A Global Note", respectively, and together the
"Global Notes") which will be deposited and immobilized with, and held by, the National Bank of Belgium (the "NBB"), as operator of the
NBB Securities Settlement System (the "NBB SSS"), and its participants (including Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, société anonyme, Luxembourg ("Clearstream")). Except in certain limited circumstances, definitive notes in registered form
(the "Definitive Notes") will not be issued in exchange for beneficial interests in the Global Notes.
Joint Bookrunners
Credit Suisse
Goldman Sachs International
ING
Jefferies|Rabobank International
RBS
UBS Investment Bank
The date of this Offering Circular is June 13, 2013.

NOTICE TO INVESTORS
No representation or warranty, express or implied, is made and no responsibility or liability is accepted
by the Initial Purchasers as to the accuracy or completeness of any of the information set out in this Offering
Circular and nothing in this Offering Circular is or shall be relied upon as a promise or representation by the
Initial Purchasers.
Each of the Issuer and the Guarantors accepts responsibility for the information contained in this
Offering Circular. To the best of their knowledge and belief (having taken all reasonable care to ensure that
such is the case), the information contained in this Offering Circular is in accordance with the facts and does
not omit anything likely to affect the import of such information.
No person is authorized to give any information or to make any representation not contained or
incorporated by reference in this Offering Circular and any information or representation not contained or
incorporated herein must not be relied upon as having been authorized by or on behalf of the Issuer or any
of the Initial Purchasers. Neither the delivery of this Offering Circular nor any sale made hereunder at any
time shall, under any circumstances, create any implication that the information herein is correct as of any
time subsequent to the date hereof.
This Offering Circular constitutes a prospectus for the purpose of Article 5 of the Luxembourg Act dated
July 10, 2005, as amended, and for the purpose of giving information regarding the Issuer and the
Guarantors. This Offering Circular may only be used for the purposes for which it has been published.
No action has been taken in any jurisdiction that would permit a public offering of the Notes or
possession or distribution of this Offering Circular or any other offering material in any jurisdiction where
action for that purpose is required to be taken. This Offering Circular does not constitute an offer of or an
invitation by or on behalf of the Issuer, the Guarantors or the Initial Purchasers or any affiliate or
representative thereof to subscribe for or to purchase, any securities or an offer to sell or the solicitation of
an offer to buy any securities by any person in circumstances or in any jurisdiction in which such offer or
solicitation is unlawful. The distribution of this Offering Circular and the offering of the Notes in certain
jurisdictions may be restricted by law. Persons in whose possession this Offering Circular comes must
inform themselves about and observe any such restrictions.
This Offering Circular sets out the procedures of the NBB, as operator of the NBB SSS, Euroclear and
Clearstream in order to facilitate the original issue and subsequent transfers of interest in the Notes among
participants of the NBB SSS, Euroclear and Clearstream. However, none of the NBB, Euroclear or
Clearstream is under any obligation to perform or continue to perform such procedures, and such
procedures may be discontinued by any of them at any time. We will not, nor will any of our agents, have
responsibility for the performance of the respective obligations of the NBB, Euroclear or Clearstream or their
respective participants under the rules and procedures governing their operations.
No person has been authorized to give any information or to make any representation other than those
contained in this Offering Circular and any information or representation not so contained must not be relied
upon as having been authorized by or on behalf of the Issuer, the Guarantors or the Initial Purchasers.
Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer, the
Guarantors or the Group (as defined herein) since the date hereof, that there has been no adverse change
in the financial position of the Issuer, the Guarantors or the Group since the date hereof or that the
information contained herein or any other information supplied in connection with the Notes and the related
Guarantee is correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
Recipients of this Offering Circular are authorized to use it solely for the purpose of considering an
investment in the Notes and may not reproduce or distribute this Offering Circular, in whole or in part, and
may not disclose any of the contents of this Offering Circular or use any information herein for any purpose
other than considering an investment in the Notes. You are responsible for making your own examination of
the Issuer, the Guarantors, and the Group and your own assessment of the merits and risks of investing in
i

the Notes. You should consult with your own advisers as needed to assist you in making your investment
decision and to advise you whether you are legally permitted to purchase the Notes.
This Offering Circular is for distribution only to, and is directed solely at, persons who (i) are outside the
United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion
Order"), (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are
persons to whom an invitation or inducement to engage in investment banking activity (within the meaning
of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") in connection with the issue or
sale of any Notes may otherwise be lawfully communicated or caused to be communicated (all such
persons together being referred to as "relevant persons")). This Offering Circular is directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this Offering Circular relates is available only to relevant persons and will be
engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on
this Offering Circular or any of its contents.
The Notes have not been and will not be registered under the Securities Act, and subject to certain
exceptions, may not be offered within the United States.
The Notes and the related Guarantee are being offered and sold outside the United States in reliance
on Regulation S and within the United States to QIBs in reliance on Rule 144A. You are hereby notified that
sellers of the Notes and the related Guarantee may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further
restrictions on offers, sales and transfers of the Notes and the related Guarantee and distribution of this
Offering Circular, see "Plan of Distribution".
The Notes and the related Guarantee have not been approved or disapproved by the U.S. Securities
and Exchange Commission, any State securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
offering of the Notes and the related Guarantee or the accuracy or adequacy of this Offering Circular. Any
representation to the contrary is a criminal offense in the United States.
IN CONNECTION WITH THE OFFERING, CREDIT SUISSE SECURITIES (EUROPE) LIMITED (THE
"STABILIZING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR ANY
PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFERING IS MADE AND, IF BEGUN,
MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE NOTES.
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT
OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT
ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO
ANY
PROSPECTIVE
PURCHASER,
CUSTOMER
OR
CLIENT
ANY
REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
ii

INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE HEREBY INFORM YOU
THAT THE DESCRIPTION SET OUT HEREIN WITH RESPECT TO US FEDERAL TAX ISSUES WAS
NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT BE USED, BY ANY
TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE
TAXPAYER UNDER THE US INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS WRITTEN TO
SUPPORT THE MARKETING OF THE NOTES. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE
TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.
AVAILABLE INFORMATION
The Issuer and the Guarantors have agreed that, so long as any Notes are "restricted securities" within
the meaning of Rule 144(a)(3) of the Securities Act, the Issuer and the Guarantors will, during any period in
which it is neither subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor exempt from reporting thereunder pursuant to Rule 12g3 2(b) under the
Exchange Act, provide to any holder or beneficial owner of any such "restricted security", or to any
prospective purchaser of such restricted security designated by such holder or beneficial owner, the
information specified in, and meeting the requirements of, Rule 144A(d)(4) of the Securities Act upon the
request of such holder or beneficial owner.
ENFORCEABILITY OF JUDGMENTS
The Issuer is a company incorporated under the laws of Belgium. The Guarantors are respectively
incorporated under the laws of Switzerland, Belgium, France, the United Kingdom, and the United States.
Except for Barry Callebaut U.S.A. LLC, the other guarantors are non-residents of the United States, and a
substantial portion or all of the assets of each of such entities are located outside the United States. As a
result, it may not be possible for investors to enforce against any of them, their directors, member, or officers
judgments obtained in the courts of the United States, including judgments predicated upon the civil liability
provisions of the securities laws of the United States or any state or territory within the United States.
iii

TABLE OF CONTENTS
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
MARKET SHARE AND INDUSTRY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
PRESENTATION OF FINANCIAL AND CERTAIN OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
THE ACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
OUR SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
MANAGEMENT AND BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . .
126
DESCRIPTION OF CERTAIN INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130
CLEARANCE, SETTLEMENT AND PROVISIONS APPLICABLE TO THE NOTES WHILE IN
GLOBAL FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159
INFORMATION REGARDING THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
iv

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This Offering Circular includes forward-looking statements. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates,"
"expects," "intends," "envisage," "may," "will" or "should" or, in each case, their negative, or other variations
or comparable terminology. These forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this Offering Circular and include statements regarding
our intentions, beliefs or current expectations concerning, among other things, our results of operations,
financial condition, liquidity, prospects, growth, strategies and the countries and industry in which we
operate, as well as statements regarding estimated one-off costs in connection with the Acquisition (as
defined herein) and envisaged targets after the Acquisition.
By their nature, forward-looking statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the future. We caution you that forward-
looking statements are not guarantees of future performance and that the actual results of our operations,
financial condition and liquidity, and the development of the countries and the industry in which we operate
may differ materially from those made in or suggested by the forward-looking statements contained in this
Offering Circular. In addition, even if our results of operations, financial condition and liquidity, and the
development of the countries and the industry in which we operate are consistent with the forward-looking
statements contained in this Offering Circular, those results or developments may not be indicative of results
or developments in subsequent periods. Important factors that could cause those differences include, but
are not limited to:
·
we may experience difficulties in integrating the Petra Foods Cocoa Ingredients Business and its
customers;
·
we may not realize the growth opportunities, cost synergies, and commercial objectives that are
anticipated from the Acquisition;
·
the Acquisition of the Petra Foods Cocoa Ingredients Business may not be completed within the
expected timeframe, or at all;
·
regulatory agencies in certain jurisdictions may impose onerous conditions following the
Acquisition;
·
we may discover contingent or other liabilities with the Petra Foods Cocoa Ingredients Business or
other facts of which we are not aware that could expose us to loss, and may incur significant
charges to write down the goodwill recorded in connection with the Acquisition;
·
we obtain cocoa beans, our primary raw material, from countries in West Africa and other emerging
markets;
·
fluctuations in the prices of cocoa bean could have a material adverse effect on our business and
results of operations and affect our working capital requirements;
·
diverse political, legal, economic and other factors affecting the markets in which we operate could
adversely affect us;
·
different cultural, political and economic environments we are expanding into could adversely affect
us;
·
one or more of our significant long-term outsourcing agreements and strategic partnerships may be
terminated or may not be renewed, and we may not be able to enter new ones;
·
there are risks arising from our recent and future acquisitions;
·
the achievement of our business plan depends on our ability to manage our growth and to allocate
scarce personnel resources to the management and integration of subsidiaries worldwide, and on
favorable labor relations with our employees;
·
competition within the markets in which we operate is strong and could adversely affect us;
v

·
unfavorable currency exchange rate fluctuations could adversely affect us;
·
our sustainability initiatives may fail to deliver the outcomes we anticipate or may deliver
unanticipated negative outcomes;
·
we may not be able to secure a sustainable supply of suitable quality cocoa;
·
any environmental liabilities and capital costs in connection with our past, present and future
operations could have an adverse effect on our profitability and cash flows;
·
our products may contain ingredients or other substances which could cause injury to consumers
and are subject to regulation;
·
demand for our products could be affected by changes in consumer preferences and demands;
·
our future growth depends in part on our ability to be innovative and on protecting our proprietary
trade secrets;
·
we may incur additional liabilities in connection with our pension plans;
·
our reputation is one of our key assets and if that reputation is harmed, our business and results of
operations may suffer;
·
the control which our principal shareholder may exert over us may adversely affect us and the
Noteholders;
·
we may be affected by conflicts of interest when entering into transactions with related parties;
·
our tax burden could increase due to changes in tax laws or their application or interpretation, or as
a result of current or future tax audits; and
·
our compliance controls and procedures may not be sufficient to prevent or discover violations of
anti-corruption and anti-fraud laws or group-wide policies.
We urge you to read the sections of this Offering Circular entitled "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and "Business" for a more
complete discussion of the factors that could affect our future performance and the countries and industry in
which we operate. In light of these risks, uncertainties and assumptions, the forward-looking events
described in this Offering Circular may not occur.
Except as required by law or applicable stock exchange rules or regulations, we undertake no obligation
to update or revise publicly any forward-looking statement, whether as a result of new information, future
events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to
persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to
above and contained elsewhere in this Offering Circular.
vi

MARKET SHARE AND INDUSTRY DATA
This Offering Circular contains information about our markets and our competitive position therein,
including market size and market share information. We divide the chocolate industry into two markets:
the "captive" market--comprised of semi-finished products and industrial chocolate processed from
cocoa beans by fully vertically integrated companies, such as Nestlé, Kraft Inc., and Mars, for use in
their own consumer products--and the "open" market--comprised of industrial chocolate processed
from cocoa beans by companies such as us for sale to third parties for use in their own consumer
products.
We are not aware of any exhaustive industry or market report that covers or addresses the open
market. Therefore, in each jurisdiction in which we operate, we assemble information on the aggregate
size of the open market and estimate our position in the open market based on our sales volumes and
the estimated sales volumes of our major competitors. We derive this information from our local
subsidiaries based on their formal and informal contacts with sales representatives, our customers and
other participants in the local markets in question. To cross-check these estimates, we compare sales
volume information with publicly available information regarding the size of each cocoa bean crop,
export data concerning these crops and our estimates of competitors' cocoa bean processing capacities
in our local markets.
We believe that the market share information contained in this Offering Circular provides fair and
adequate estimates of the size of the open market and fairly reflects our competitive position within that
market. However, our internal company surveys and management estimates have not been verified by
any independent expert, and we can provide no assurance that a third party using different methods to
assemble, analyze or calculate market data would obtain or generate the same results. Neither the
Company nor any of the Initial Purchasers have independently verified the data and other information
on which any third party reports are based.
We assume responsibility for the correct estimation of market share as well as the reproduction
and extraction of industry data contained in this Offering Circular, except where we have cited an
independent third party source.
We do not intend, and do not assume any obligations, to update industry or market data set forth in
this Offering Circular, except as required by law. Behavior, preferences and trends in the marketplace
tend to change. As a result, investors and prospective investors should be aware that data in this
Offering Circular and estimates based on that data may be unreliable indicators of the future.
vii

PRESENTATION OF FINANCIAL AND CERTAIN OTHER DATA
Financial Information
Barry Callebaut AG has prepared its consolidated financial information for the three years ended
August 31, 2012, 2011 and 2010 in accordance with International Financial Reporting Standards ("IFRS")
and for the six-months ended February 28, 2013 and February 29, 2012 in accordance with IAS 34--Interim
Financial Reporting. Our financial year ends on August 31. References to "fiscal year 2012" refer to the
financial information contained in our financial statements for the year ended August 31, 2012. References
to "fiscal year 2011" refer to the comparative financial information contained in our consolidated financial
statements for the year ended August 31, 2012, except as otherwise indicated. References to "fiscal year
2010" refer to the comparative financial information contained in our consolidated financial statements for
the year ended August 31, 2011.
Non-IFRS Financial Information
We have included certain measures in this Offering Circular that are not measures specifically defined
by IFRS. These include EBITDA, net debt, and net working capital (the "Non-IFRS Financial Measures").
We have included these measures for the reasons described below. However, these measures should not
be used instead of, or considered as alternatives to, our historical financial results based on IFRS.
We define EBITDA as operating profit (EBIT) plus depreciation of property, plant and equipment, plus
amortization of intangible assets all from continuing operations. We define net debt as total debt less cash
and cash equivalents and short-term deposits. Net working capital is defined as current assets less current
liabilities, excluding cash and cash equivalents, short-term deposits, and derivative financial assets and
liabilities in relation to financing activities.
We believe that the presentation of the Non-IFRS Financial Measures enhances an investor's
understanding of our financial performance. Our management uses the Non-IFRS Financial Measures to
assess our operating performance because we believe that the Non-IFRS Financial Measures are important
supplemental measures of our operating performance. In addition, our management believes that the Non-
IFRS Financial Measures are frequently used by securities analysts, investors and other interested parties in
the evaluation of companies that operate in our industry. The Non-IFRS Financial Measures are not
presentations specifically defined by IFRS and our use of the terms that comprise the Non-IFRS Financial
Measures may vary from others in our industry due to differences in accounting policies or differences in the
calculation methodology of these terms by others in our industry. The Non-IFRS Financial Measures have
limitations as analytical tools, and should not be considered in isolation, or as substitutes for financial
information as reported under IFRS. The Non-IFRS Financial Measures should not be considered as
alternatives to operating profit (EBIT) for the year or any other performance measures derived in accordance
with IFRS or as alternatives to net cash flow from operating activities or as measures of our liquidity.
Currencies
In this Offering Circular:
·
"CFA" or "CFA Franc" refer to the lawful currency of the African Financial Community;
·
"CHF" or "Swiss francs" refer to the lawful currency of Switzerland;
·
"" or "euro" refer to the lawful currency of the European and Monetary Union of the Treaty
Establishing the European Economic Community, as amended from time to time (the "EU");
·
"£" or "pounds sterling" refer to the lawful currency of the United Kingdom;
·
"tonne" and "tonnes" refer to a metric tonne or tonnes, respectively; and
·
"U.S.$" or "U.S. dollars" refer to the lawful currency of the United States of America.
viii

Rounding
Certain figures included in this Offering Circular have been subject to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Definitions
In this Offering Circular, references to "we", "us", "our", and "Group" refer to Barry Callebaut AG, its
subsidiaries and its predecessors, and not to the Initial Purchasers. References to the "Issuer" refer to Barry
Callebaut Services NV, the issuer of the Notes, and not to any of its subsidiaries. References to the
"Enlarged Group" refer to the Group as enlarged by the acquisition of the Petra Foods Cocoa Ingredients
Business (as defined herein) following completion of the Acquisition (as defined herein).
ix