Obligation BARRY CALLEBAUT & PARTNERS N.V. 5.375% ( BE6222320614 ) en EUR

BARRY CALLEBAUT & PARTNERS N.V.

100 % ▼

Belgique

BE6222320614 ( en EUR )

5.375% par an ( paiement annuel )

14/06/2021 - Obligation échue

Prospectus brochure de l'obligation Barry Callebaut Services N.V BE6222320614 en EUR 5.375%, échue

1 000 EUR

250 000 000 EUR

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 EUR, avec le code ISIN BE6222320614, paye un coupon de 5.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/06/2021

OFFERING CIRCULAR
27JUN200720353576
g250,000,000
Barry Callebaut Services NV
5.375% Senior Notes due 2021
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 e250,000,000 of its 5.375% Senior Notes due 2021 (the ``Notes''). The Issuer will pay interest on the Notes
annually on 15 June of each year, commencing on 15 June 2012. The Notes will mature on 15 June 2021. 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 5.375% 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 limits as to value 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 15 June 2011 (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.
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).
Investing in the Notes involves risks. See ``Risk Factors'' beginning on page 16.
Issue Price: 99.26%, plus accrued interest, if any, from 15 June 2011.
Delivery of the Notes in book-entry form will be made on or about 15 June 2011.
The Notes will be offered and sold in offshore transactions outside the United States in reliance on Regulation S
under the United States Securities Act of 1933, as amended (the ``Securities Act'').
The Notes and the related Guarantees have not been and will not be registered under the Securities Act
or the securities laws of any state of the United States and may not be offered or sold within the United States
or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.
Bookrunners and Joint Lead Managers
Credit Suisse
ING
The Royal Bank of
Soci´
et´
e G´
en´
erale
Scotland
Corporate & Investment
Banking
The date of this Offering Circular is 10 June 2011.

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 authorised 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 authorised by or on behalf of the Issuer or
Credit Suisse Securities (Europe) Limited, ING Bank N.V., London branch, The Royal Bank of
Scotland plc or Soci´
et´
e G´
en´
erale (collectively, the ``Joint Lead Managers''). 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 10 July 2005 and for the purpose of giving information regarding the Issuer and the Guarantors.
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 Joint Lead Managers 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.
You are responsible for making your own examination of the Issuer and the Guarantors and your
own assessment of the merits and risks of investing in 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 may not be sold or
offered within the United States except pursuant to an exemption from the registration requirements
under or in a transaction not subject to the Securities Act.
This Offering Circular may only be used in connection with the offer and sale of the Notes and for the
purpose for which it has been published.
i

TABLE OF CONTENTS
Page
Page
Information Regarding Forward-Looking
Industry . . . . . . . . . . . . . . . . . . . . . . . .
51
Statements . . . . . . . . . . . . . . . . . . . .
iii
Business . . . . . . . . . . . . . . . . . . . . . . .
56
Market Share and Industry Data . . . . . .
v
Management . . . . . . . . . . . . . . . . . . . .
78
Presentation of Financial and Certain
Terms and Conditions of the Notes . . . .
84
Other Data . . . . . . . . . . . . . . . . . . . .
vi
Clearance and Settlement . . . . . . . . . . .
102
Summary . . . . . . . . . . . . . . . . . . . . . . .
1
Tax Considerations . . . . . . . . . . . . . . . .
105
Risk Factors . . . . . . . . . . . . . . . . . . . .
16
Subscription and Sale . . . . . . . . . . . . .
110
Use of Proceeds . . . . . . . . . . . . . . . . .
29
Information Regarding the Issuer . . . . . .
113
Capitalisation . . . . . . . . . . . . . . . . . . . .
30
Listing and General Information . . . . . . .
114
Operating and Financial Review and
Prospects . . . . . . . . . . . . . . . . . . . . .
31
Index to Financial Statements . . . . . . . .
F-1
IN CONNECTION WITH THE OFFERING, THE ROYAL BANK OF SCOTLAND PLC (THE
``STABILISING MANAGER'') (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING
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 STABILISING
MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION 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.
ii

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,'' ``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.
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 obtain cocoa beans, our primary raw material, from countries in West Africa and other
emerging markets;
· our production operations in West Africa are subject to risks of disruption as a result of political
and social instability;
· cocoa bean and other raw material prices may impact our profitability, cash flows and our
working capital requirements;
· diverse political, legal, economic and other factors affecting the markets in which we operate
could adversely affect us;
· the cultural, political and economic environments in the territories into which we are expanding
could adversely affect us;
· we have a number of significant and long-dated strategic partnerships which may not be
prolonged or which may be cancelled;
· there are risks arising from our recent and future acquisitions;
· our ability to manage our growth and to allocate scarce personnel resources to the management
and integration of subsidiaries worldwide;
· competition within the markets in which we operate is strong and could adversely affect us;
· we may incur impairments or book write-offs as a result of the review of our European based
Consumer Product Group;
· unfavourable currency exchange rate fluctuations could adversely affect us;
· our future growth depends, in part, on our success at enhancing our leadership position in the
food manufacturers market;
· we may incur environmental liabilities and related capital costs in connection with our past,
present and future operations;
iii

· 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 preference and demands;
and
· our ability to protect our proprietary trade secrets.
We urge you to read the sections of this Offering Circular entitled ``Risk Factors,'' ``Operating and
Financial Review and Prospects'' 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.
iv

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 Nestl´
e, 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 market 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, analyse or calculate market data would obtain or generate the same results.
Our market share and industry data exclude sales of finished products to consumers.
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.
v

PRESENTATION OF FINANCIAL AND CERTAIN OTHER DATA
Barry Callebaut AG has prepared its consolidated financial statements for 2010 and 2009 in
accordance with International Financial Reporting Standards (``IFRS'') and for the six months ended
28 February 2011 in accordance with IAS 34--Interim Financial Reporting. Barry Callebaut AG's fiscal
year ends on 31 August.
Certain financial and statistical information contained in this Offering Circular is subject to rounding
adjustments. Accordingly, the sum of certain data may not conform to the stated total.
For your convenience, we have translated certain Swiss franc amounts in this Offering Circular into
euro. Unless otherwise indicated, we used the 28 February 2011 closing rate (CHF 1.00=e0.7833) for
translation of the balance sheet items and the average rate for the six month period then ended
(CHF 1.00=e0.7636) for the income statement and cash flow statement conversion. Translations as of
and for the fiscal year ended 31 August 2010 have been made at the rate of CHF 1.00=e0.7737 being the
31 August 2010 closing rate (used for balance sheet conversion) and e0.6905 as the average rate
relating to the twelve month period then ended (for income statement and cash flow statement
conversion).
In this Offering Circular:
· ``CHF'' or ``Swiss francs'' refer to the lawful currency of Switzerland;
· ``f'' or ``euro'' refer to the lawful currency of the participating member states of the European
Union (the ``EU'');
· ``US$'' or ``US dollars'' refer to the lawful currency of the United States of America;
· ``£'' or ``pounds sterling'' refer to the lawful currency of the United Kingdom;
· ``CAD'' refers to the lawful currency of Canada;
· ``CFA'' or ``CFA Franc'' refer to the lawful currency of the African Financial Community; and
· ``tonnes'' refer to metric tonnes.
In this Offering Circular, references to ``we,'' ``us,'' ``our,'' and ``Group'' are to Barry Callebaut AG, its
subsidiaries and its predecessors, and not to the Joint Lead Managers. References to the ``Issuer'' are to
Barry Callebaut Services NV, the issuer of the Notes, and not to any of its subsidiaries.
Our financial year ends on 31 August. References to ``fiscal year 2009'', ``fiscal year 2010'' and
``fiscal year 2011'' refer to the financial years ended 31 August 2009, 2010 and 2011, respectively.
vi

SUMMARY
The following summary highlights significant aspects of our business and regarding the issue of the
Notes, but you should read this entire Offering Circular, including the financial statements and related
notes, before making an investment decision. You also should carefully consider the information set out
under ``Risk Factors''.
In this Offering Circular, references to ``we,'' ``us,'' ``our,'' and ``Group'' are to Barry Callebaut AG, its
subsidiaries and its predecessors, and not to the Joint Lead Managers. References to the ``Issuer'' are to
Barry Callebaut Services NV, the issuer of the Notes, and not to any of its subsidiaries.
Our financial year ends on 31 August. References to ``fiscal year 2009'' and ``fiscal year 2010'' refer to
the years ended 31 August 2009 and 2010, respectively.
Our Company
We are the largest manufacturer of cocoa and chocolate products in the world, measured by sales
volumes in fiscal year 2010. Our principal product is industrial chocolate, which we supply to industrial
food processors, such as chocolate manufacturers, biscuit manufacturers, confectioners, and dairy
companies, as well as to artisanal users of chocolate, such as chocolatiers, pastry chefs, bakers and the
food service industry. We are the largest manufacturer of industrial chocolate in the world, with an
estimated market share of close to 40% of the open market, measured by sales volumes in fiscal year
2010. In addition, we manufacture semi-finished products on a global basis, including cocoa liquor,
cocoa butter, and cocoa powder. We also manufacture branded and customer label consumer products,
principally in Germany, France, Belgium and Switzerland. For the twelve months ended 28 February
2011, our consolidated revenues were CHF 5,295.2 million (e4,043.4 million), our EBITDA was
CHF 474.3 million (e362.2 million) and our net profit was CHF 264.8 million (e202.2 million).
We are a vertically integrated business whose activities range from sourcing cocoa beans and other
raw materials to producing and marketing a wide range of chocolate, gourmet and specialties and
consumer products. Over the last decades we have developed a strong position and significant
experience in sourcing cocoa beans, particularly in the Ivory Coast, Ghana and Cameroon, three of the
most important cocoa bean producing countries. We are present in 26 countries and benefit from a
global network of 43 production facilities. In fiscal year 2010, we bought about 16% of the total volume of
cocoa beans grown worldwide. We produce chocolate to the specifications of almost 2,000 recipes for
approximately 6,000 industrial customers and several thousands of artisanal customers.
Since fiscal year 2009 our business has been organised into four geographic regions (``Regions'')--
the Europe Region, the Americas Region, the Asia-Pacific Region and the globally managed Global
Sourcing & Cocoa Region (responsible for the global procurement and risk management of our
high-quality raw materials such as cocoa, sugar, dairy products, oils and fats, nuts and other ingredients
as well as packaging material), which is reported as a separate segment similar to a Region. With
revenues of CHF 3,042.0 million for fiscal year 2010, Europe Region accounted for 58% of our total
revenues, while the Americas Region had revenues of CHF 998.2 million and accounted for 20% of our
total revenues, the Asia-Pacific Region had revenues of CHF 211.1 million and accounted for 4% of our
total revenues and the Global Sourcing & Cocoa Region had revenues of CHF 962.5 million and
accounted for 18% of our total revenues.
Within our Regions, our business is further divided into two Business Segments, each of which is
further divided into Product Groups as follows:
· The Industrial Products Business Segment which comprises:
· the Cocoa Product Group (part of the Global Sourcing & Cocoa Region); and
1

· the Food Manufacturers Product Group,
· The Food Service/Retail Products Business Segment which comprises:
· the Gourmet & Specialties Product Group; and
· the Consumer Product Group (which operates mainly in Europe).
The following charts set forth sales volumes by Product Groups and Region for fiscal year 2010:
Sales Volume by Product Groups
Sales Volume by Region
Gourmet
Americas
10%
22%
Food
Consumer
Manufacturers
10%
Europe
AsiaPacific 4%
64%
58%
Global
Cocoa
Sourcing
Products
and Cocoa
16%
16%
1JUN201116554671
1JUN201116554807
Our four Product Groups represent distinct customer categories along the value chain, and can be
described as follows:
· Our Cocoa Product Group, part of our Global Sourcing & Cocoa Region, is the global
production unit for semi-finished products such as liquor, cocoa butter and cocoa powder. The
figures reported for the Cocoa Product Group include only sales of cocoa products to third-party
customers in all our Regions. It generated sales of CHF 962.5 million in fiscal year 2010,
representing 18% of total group sales revenue and 16% of sales volume in tonnes by Product
Group.
· Our Food Manufacturers Product Group is our largest Product Group, supplying industrial
chocolate, fillings and compound coatings to chocolate manufacturers, biscuit manufacturers,
ice cream manufacturers and others. It generated sales revenues of CHF 2,716.7 million in fiscal
year 2010, representing 52% of total group sales revenue and 64% of sales volume in tonnes by
Product Group.
· Our Gourmet & Specialties Product Group supplies specialty products to bakeries, artisanal
customers such as chocolatiers, confectioneries, hotels, restaurants and caterers as well as
vending mixes to vending machine operators. It generated CHF 707.6 million in fiscal year 2010,
representing 14% of total group sales revenue and 10% of sales volume in tonnes by Product
Group.
· Our Consumer Product Group supplies consumer chocolate confectionery to retailers in
Europe under our own brands and under customer label brands. It generated sales of
CHF 827.0 million in fiscal year 2010, representing 16% of total group sales revenue and 10% of
sales volume in tonnes by Product Group.
2

Our Strengths
We believe that we have a number of core strengths that enable us to compete effectively in our
markets.
Leading Market Share
We are the largest manufacturer of industrial chocolate in the world and the world leader in industrial
chocolate production to external customers, measured by our fiscal year 2010 sales volumes. We
estimate that we supplied close to 40% of the industrial chocolate for the open market, measured by
sales volumes in fiscal year 2010. We also estimate that we have the largest share of industrial chocolate
production to external customers in Europe and in North America, measured by sales volumes in fiscal
year 2010. Our market share is driven by economies of scale, cost leadership, innovation, global
footprint, product quality, flexibility in production and delivery and other value-added services.
Broad Customer Base
We serve approximately 6,000 industrial customers worldwide. None of our customers represented
more than 10% of our sales volume in fiscal year 2010, and our top 15 customers accounted in the
aggregate for approximately 34% of our total sales volume in fiscal year 2010. Our customers range from
multinational food manufacturers who produce chocolate, confectionery, biscuits, dairy products
(including ice cream and yoghurt) and breakfast cereals, to artisanal users, including hotels, restaurants,
chocolate makers, pastry chefs and bakers, as well as department stores and food retailers.
Global Footprint and Reach of Marketing
We are present in 26 countries with 43 factories worldwide, which gives us a unique position to be
relatively close to our principal customers and centers where many customers are located, ensuring that
we can deliver products in the most efficient way and at the time when they are needed, consistent with
our ``just-in-time'' strategy.
We have a worldwide distribution network that complements our global production facilities and
enables us to meet our customers' needs across a wide range of geographies and product sectors. We
seek to strengthen our ties with customers both locally and globally by using our 13 Barry Callebaut
Chocolate Academies. These academies train customers in the use of our products, introduce product
innovations and help to promote the Barry Callebaut name.
Wide Range of Products of Consistent Quality
We believe the range and quality of our products are among our greatest competitive advantages.
We are vertically integrated, with activities ranging from sourcing raw materials through production of
semi-finished cocoa, chocolate, gourmet and specialties as well as consumer products. Our broad
range of activities and products enables us to offer our customers a ``one-stop'' source for their cocoa
and chocolate related product needs.
We believe the quality of our products also represents a competitive advantage. We are directly
involved in cocoa bean sourcing in the countries of origin, thereby maximising our ability to control the
quality of our products. Through the development and use of standardised manufacturing equipment
and processes, we also aim to ensure the consistency and quality of our products across our
manufacturing facilities. We believe that our ability to produce a broad range of specifically tailored
products--manufactured from almost 2,000 recipes--that meet our customers' specifications at
locations convenient to our customers throughout the world sets us apart from our competition. Our
broad product range is complemented by a comprehensive range of support services in the fields of
research and product development, processing, training and marketing.
3