EGM Presentation 6 th December 2017 Meeting Agenda 1. Corporate - - PowerPoint PPT Presentation

EGM Presentation

6th December 2017

1. Corporate Reorganisation 2. Trading Update 3. Conclusion

Meeting Agenda

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Corporate Reorganisation

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▪ The trading performance of One51 has improved significantly in recent years as it has emerged from a period of restructuring as a transformed Group focused on the development and growth of its core plastics operations. ▪ The IPL business continues to grow as One51 seeks to expand IPL’s geographic footprint and product offering and is growing at a faster rate than OPG’s European business. ▪ One51 is now focused on the next phase of its strategy which includes seeking a liquidity event for shareholders. ▪ A reorganisation of One51’s corporate structure is required in advance of, or in conjunction with an IPO. ▪ It is proposed that CDP Investissements Inc. (‘CDPQ’) and Fonds de Solidarité des Travailleurs du Québec (‘FSTQ’) exchange, in a corporate reorganisation, their respective equity investments in IPL for equity in One51. The Reorganisation would be implemented, with the agreement of CDPQ and FSTQ, in conjunction with an IPO and Listing or at such other time (not being later than 31 December 2018) as the parties might agree.

INTRODUCTION

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▪ There are a number of significant benefits to One51 and its shareholders arising out of this proposed corporate reorganisation, for example a global refinancing, the removal of duplicate Head Office costs, the cross-selling of products, etc. ▪ The corporate reorganisation and the IPO preparatory steps require the approval of a number of Shareholder Resolutions (as set out on Slides 11-14) at today’s Extraordinary General Meeting (EGM).

INTRODUCTION

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Group Structure Following IPL Acquisition

▪ In July 2015, One51 acquired a majority shareholding in IPL together with CDPQ, a long- term institutional investor that manages funds primarily for the Canadian public sector, and FSTQ, a Canadian government agency which supports investment in Quebec. ▪ Due to the structure in IPL:

➢ IPL is not fully integrated into the One51 Group. ➢ Acquisition and working capital financing requires cashflows to be ring-fenced within the IPL structure. ➢ Governance and shareholder arrangements are in place between IPL shareholders. ➢ Encore, Macro and any future North American acquisitions are executed within the IPL structure. ➢ The current structure is inefficient in terms of capital utilisation.

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100% 66.67% 100%

22.22% 26.47%*

*Percentage calculated based on the number of One51 shares in issue at 27 September 2017 (158.4m shares)

11.11%

Current Group Structure

▪ One51’s investment in IPL is governed by a shareholders’ agreement which includes a Put/Call Option. ▪ The Put Option is exercisable by CDPQ and FSTQ from 23 July 2021. ▪ The Call Option is exercisable by One51 prior to that date only in the event of a One51 liquidity event (i.e. IPO or change of control of One51 plc), at a Fair Market Value to be determined. ▪ Due to the continuing improving financial performance of IPL, it is expected that the value of the put liability will continue to grow at a faster rate than the value of One51 Equity.

IPL Put/Call Option

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€32.4m €72.2m €83.4m €0m €20m €40m €60m €80m €100m 2015 2016 H1 2017

CAGR +60%

Put Liability¹

€185.0m €190.9m €197.0m €170m €180m €190m €200m 2015 2016 H1 2017

CAGR +3%

One51 Equity¹ (excluding the Put Liability)

1. Note: Based on One51 Group accounts

Proposed IPO Corporate Structure

▪ A Heads of Agreement has been agreed with CDPQ and FSTQ outlining the principal terms and conditions of the corporate reorganisation. ▪ The Reorganisation would be implemented, with the agreement of CDPQ and FSTQ, in conjunction with an IPO and Listing or at such other time (not being later than 31 December 2018) as the parties might agree. ▪ Enables the full integration of IPL into the One51 Group and the refinancing of IPL acquisition debt and working capital financing into more appropriate group-wide facilities. ▪ Irish Head Office and Corporate Registration retained. ▪ Corporate structure would be ‘IPO-ready’ – in a form that the market and investors can readily understand. ▪ Relationship agreement (effective from date

• f

Reorganisation) would be entered into with CDPQ and FSTQ: ➢ CDPQ/FSTQ entitled to appoint 2 non executive directors ➢ Provisions to protect One51’s independence and increase minority protections ➢ Commitment to IPO ➢ 18 month lock-in ➢ Long term minority shareholders ➢ Long term investment horizon

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100%

22.22% 34.14%* 7.32%*

Proposed Group Structure

*Percentage calculated based on the fully diluted number of One51 shares post the corporate reorganisation (215.0m shares)

11.11%

Swap-up of IPL Shareholding to One51 Equity

▪ The number of One51 shares to be allocated to CDPQ and FSTQ as part of the corporate reorganisation is calculated in accordance with a framework set out in the Heads of Agreement (methodology originally agreed in July 2015). ▪ The framework sets out the methodology to determine the One51 equity to be issued in exchange for the IPL minority interests. ▪ The methodology is as follows: 1. A Trailing Twelve Month (TTM) EBITDA to 30 June 2017 has been calculated for both the IPL and Non-IPL Plastics Business.1 2. A multiple of 8 times has been applied to the EBITDA of each of IPL and the Non-IPL Business to determine the ‘deemed’ enterprise value of the respective businesses. 3. The ‘deemed’ enterprise value has been adjusted for the value of any excess net assets² that do not contribute to EBITDA, in-the-money options and net debt allocation in order to arrive at the ‘deemed’ equity value. 4. The aggregate number of new One51 shares to be issued to CDPQ and FSTQ has been determined based on the parties’ relative ownership percentages of the ‘deemed’ equity value. ▪ Based on this methodology, 47,238,242 new shares in One51 will be issued to CDPQ (31,492,161) and FSTQ (15,746,081), representing c.14.65% and c.7.32% respectively of the enlarged fully diluted share capital of One51. ▪ Even though the reorganisation may not occur until the happening of an IPO, the economics of the transaction are fixed.

Share Exchange Framework

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1. Note: TTM EBITDAs have been adjusted such that they include a whole 12 month period for acquisitions made by the One51 Group during the 12 month period to 30 June 2017. 2. Note: In the case of One51 this includes any residual assets & liabilities held on the balance sheet that are not captured in the EBITDA of OPG.

A number of compelling reasons to support the corporate reorganisation

Benefits of Corporate Reorganisation

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Positions One51 for an IPO, that would enable the Group access to further capital for growth and provide a liquid market for shareholders Enables full control of a strongly growing business Create a single, fully integrated group to maximise potential growth

• pportunities

Improves governance and operating structures across the group Immediately value creating, and addresses future value leakage (from the Put Liability continuing to increase in value) Provides the

• pportunity

for procurement, cost and potentially revenue synergies over time Enables a refinancing on improved terms which provides flexibility to take advantage of potential

• pportunities

▪ Eight shareholder resolutions are proposed: ➢ Resolutions 1, 2 and 3 are for implementation of an IPO and Listing ➢ Resolutions 1, 4 and 5 are for implementation of the Reorganisation ➢ Resolution 6 is to change the Company’s name ➢ Resolution 7 is for a share consolidation in connection with a Listing on the Toronto Stock Exchange - the TSX ➢ Resolution 8 is to amend the Company’s articles of association

EGM Shareholder Resolutions

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The first three resolutions authorise the implementation of an IPO and Listing:

Resolution 1: Increase in Existing Authorised Share Capital (Special):

• Proposes an increase in the Company’s authorised share capital from €2m to €4m by the

creation of 200,000,000 new shares

• The increase is being sought in order to create sufficient capital to enable the issue of

shares pursuant to an IPO and/or the corporate reorganisation

EGM Shareholder Resolutions

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Resolution 2: Director’s Authority to Allot Securities in Connection with an IPO (Ordinary) Resolution 3: Disapplication of Pre-emption Rights in Connection with an IPO (Special):

• Proposes to authorise Directors to allot shares in connection with an IPO
• Proposes to dis-apply statutory pre-emption rights on the allotment of shares for cash

in connection with an IPO

The next two resolutions authorise the implementation of a Reorganisation:

Resolution 4: Approval of the Reorganisation (Ordinary):

• Proposes to approve the Reorganisation and authorise the Board to carry the

Reorganisation into effect

EGM Shareholder Resolutions

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Resolution 5: Directors’ Authority to Allot Securities in Connection with the Reorganisation (Ordinary):

• Proposes to authorise Directors to allot shares in connection with the Corporate

Reorganisation

The final three resolutions are to change the Company’s name and approve measures supporting an IPO and Listing:

Resolution 6: Change of name (Special):

• Proposes to change the name of the Company to IPL Plastics plc subject to the approval
• f the Registrar of Companies

EGM Shareholder Resolutions

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Resolution 7: Share Consolidation (Ordinary) Resolution 8: Adoption of new Articles of Association (Special):

• Proposes to consolidate the ordinary shares on a one-for-five basis in connection with

a listing on the TSX

• To facilitate a Listing, proposes to adopt a new set of articles of association reflecting

Canadian regulatory requirements and practice applicable to companies with securities admitted to Listing on the TSX

Trading Update

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▪ The Company expects its full-year EBITDA for 2017 to be broadly in line with market expectations notwithstanding a number of headwinds facing the business. ▪ IPL (including Macro) has performed strongly, driven by continued organic growth and demand for its products in the US and Canadian markets. Results were negatively affected in H2 2017 by the decline in the value of the Canadian and US Dollars and by significantly increased resin and transport costs following the recent hurricanes in the US. ▪ UK business continues to perform solidly, notwithstanding ongoing political and economic uncertainties in the UK. ▪ Irish business has been adversely impacted by reduced demand from the Group’s largest customer and delays in embedding new customers into the new food grade facility in Cork which was commissioned for full production in 2017. ▪ The post acquisition integration of Macro is progressing well. One51 announced the acquisition of Macro Plastics Inc in June 2017 and trading has been in line with expectations. ▪ The major capital investment programme announced in 2016 is ongoing with a number of development projects starting to contribute to Group EBITDA in H2

• 2017. These investments will enable IPL to accelerate its geographic expansion

and customer reach across Canada and the United States to meet significant and growing market demand for its products.

Trading Update

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Conclusion

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▪ The Board has considered the strategic rationale for the corporate reorganisation:

➢ More efficient group structure allowing for the full integration of IPL, Encore and Macro and any future North American acquisitions into the One51 Group; ➢ Improved governance, management, legal, financial and operational structures required to implement One51’s growth strategy; ➢ Further revenue and cost benefits across sales, R&D and operational activities; ➢ Benefits from refinancing of IPL acquisition debt into a group facility; ➢ Value enhancing to One51 shareholders; and ➢ Facilitates an IPO or other corporate transaction

▪ Alternatively, if these proposals are not implemented, then none of those benefits will then to accrue to One51 and there can be no assurance that they will accrue, which the Board and management believe would be detrimental to shareholder value. ▪ The Board considers the corporate reorganisation to be in the best interests of One51 and its shareholders as a whole. The Board has received a fairness

• pinion on the terms of the corporate reorganisation (and share exchange)

from IBI Corporate Finance.

Conclusion (1)

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▪ Shareholders are being asked to vote on a number of Resolutions to allow implementation of the corporate reorganisation and to facilitate an IPO. ▪ The Board considers that the corporate reorganisation, by positioning the Company for an IPO, best enables the Company to secure and allow realisation of value by shareholders. The Board will actively continue to consider any alternative proposals (that might be put forward) for the recognition and realisation of shareholder value. The Board, on occasion, receives expressions of interest from third parties indicating a desire to acquire ownership and/or control of One51. These proposals are often speculative and highly conditional. The Board evaluates all such proposals and would put any such proposal to the shareholders for acceptance or rejection as the case may be once the Board believes that the proposal is supportable, capable of implementation (including regarding conditionality) and at an appropriate valuation.

Conclusion (2) - Continued

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▪ The Board recommends that shareholders vote in favour of the Resolutions as the Directors intend to do in respect of their own shareholdings. ▪ The Board continues to explore a possible IPO and Listing for One51 by the end of 2018, including consideration of Listing venue and the optimal listing structure. ▪ The Board are also considering all other options with the objective of maximising shareholder value and delivering a liquidity event for our shareholders. ▪ Further announcements will be made as appropriate.

Conclusion (3) - Continued

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Proposed New Logo

DISCLAIMER

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▪This presentation and any oral information based upon such presentation (collectively hereinafter the “Presentation”), which is personal to the recipient, has been prepared by One Fifty One plc (“One51” and together with One51’s subsidiaries, the “Group”). By attending the meeting at which this Presentation is made, or by accepting or reading the slides that follow, you will be deemed to have: (i) agreed to all of the conditions and restrictions contained herein; and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of this Presentation. ▪This document is strictly confidential and must not be copied, reproduced, published, distributed, disclosed in any way in whole or in part for any purpose to any other person without the prior written consent of One51. Failure to comply with this restriction may constitute a violation of applicable securities laws and/or a criminal offence. Recipients agree to keep confidential and not disclose the information contained herein or otherwise make available, whether orally or in writing, any part of it. ▪The information provided in this Presentation is or may be price sensitive with respect to One51’s shares traded on the “grey market”

• perated by Cantor Fitzgerald Ireland Ltd., Goodbody Stockbrokers UC, Investec Capital & Investments (Ireland) Ltd., J&E Davy and

Merrion Stockbrokers Ltd. Use of such information may be regulated or prohibited by applicable legislation. ▪This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation to sell or issue, or the solicitation of an offer to subscribe for, buy or acquire, securities of One51, or an inducement to enter into any investment activity in Ireland

• r the United Kingdom or in any other jurisdiction. Neither this document nor any part of it, or the fact of its distribution, shall form the basis
• f, or be relied on in connection with, any contract therefor or investment decision in relation thereto.

▪The information in this Presentation has not been independently verified and does not purport to contain all of the information that may be required to evaluate an investment in the Group and/or its financial position. Any prospective investors must make their own investigation, analysis and assessments and consult with their own adviser concerning the data referred to herein and any evaluation of the Group and its

• prospects. One51 is not undertaking any obligation to provide any additional information or to update this Presentation or to correct any

inaccuracies that become apparent. The information contained in this Presentation is for background purposes only and is subject to material updating, completion, revision, amendment and verification. One51 intends to prepare a circular to shareholders in connection with the implementation of the proposed corporate reorganisation described in this Presentation. You are urged to read the circular when it becomes available because it will contain important information about One51, the corporate reorganisation and related matters. To the extent permitted by law, no duty of care is owed or liability whatsoever is accepted by One51 or its officers, employees and agents for any loss howsoever arising, directly or indirectly, from any use of the Presentation or such information or opinions contained herein or their preparation or otherwise arising in connection with the Presentation. ▪No representation or warranty, express or implied, is or will be given by One51, its subsidiaries, its shareholders or their respective directors, officers, employees or advisers as to the accuracy or completeness of this Presentation. To the extent permitted by law, no liability whatsoever is accepted by One51, its subsidiaries, its shareholders or their respective directors, officers, employees or advisers or any other person for any loss howsoever arising, whether directly or indirectly, from any use of this Presentation or such information or

• pinions contained herein or otherwise arising in connection herewith.

In particular, without limitation, no representation or warranty is given as to the achievement or reasonableness of any projection, estimate, target or forecast in this Presentation, which it should be noted is provided for illustrative purposes only.

DISCLAIMER (CONTINUED)

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▪This Presentation contains forward-looking statements which reflect management’s current views and estimates. These forward looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those contained in the forward looking statements. Potential risks and uncertainties include such factors as general economic conditions, foreign exchange fluctuations, competitive product and pricing pressures and regulatory developments. ▪The Presentation refers to a possible IPO and listing of One51’s shares. One51 has not, at this time, definitively determined to proceed with an IPO and listing. A decision to proceed with an IPO or listing would be highly dependent on prevailing stock market and economic conditions, the Group’s performance and the Board’s assessment at that time of One51 and its shareholders’ interests. ▪No statement in the Presentation or given at the meeting at which the Presentation is made is intended as a profit forecast or a profit

• estimate. No statement that the proposed reorganisation will be accretive to shareholders nor any other statement in this Presentation

should be construed as a profit forecast or interpreted to mean that the earnings of One51 in any financial period would necessarily match

• r be greater than or be less than those of One51 for any other period. No statement in this presentation constitutes an asset or share
• valuation. No statement in this presentation should be interpreted to mean that earnings or earnings per share will necessarily be greater or

lesser than those for the relevant preceding financial periods for One51. ▪Management undertake no responsibility to revise any such forward looking statements to reflect any changes in management’s expectations or any change in circumstances, events or the Group’s plans and strategy. Accordingly, no reliance can be placed on the figures contained in such forward looking statements and no representation or warranty is given as to the completeness or accuracy of the forward looking statements contained in this Presentation. The Group is under no obligation to update or keep current the information contained in this Presentation, to correct any inaccuracies which may become apparent, or to publicly announce the result of any revision to the statements made herein and any opinions expressed in the Presentation or in any related materials are subject to change without notice.

EGM Presentation

6th December 2017