Extraordinary General Meeting 5 March 2018 I Rotterdam Agenda - - PowerPoint PPT Presentation

Corporate story

Extraordinary General Meeting

5 March 2018 I Rotterdam

Agenda Extraordinary Shareholders Meeting | 5 March, 2018 Rotterdam

• 1. Opening
• 2. Explanation of the recommended public offer by Sunshine Investments B.V

. for all the issued and

• utstanding shares in the share capital of the Company in consideration of EUR 20 per share (the Offer).
• 3. Conditional Asset Sale and Liquidation

a) Conditional approval of the Asset Sale (as defined in the explanatory notes) as required under article 2:107a of the Dutch Civil Code (the DCC). b) Conditional resolution to (i) dissolve (ontbinden) the Company in accordance with article 2:19 of the DCC and (ii) appoint Refresco Holding B.V . as the custodian of the books and records of the Company in accordance with article 2:24 of the DCC.

• 4. Conditional corporate governance structure

Conditional amendment of the articles of association of the Company (the Articles of Association) in order to effect conversion of the Company from a public limited liability company to a private limited liability company.

Agenda Extraordinary Shareholders Meeting | 5 March, 2018 Rotterdam

• 5. Conditional changes to the Supervisory Board

a) Conditional appointment as per the Settlement Date (as defined in the explanatory notes) of Mr. Pittman as member of the Supervisory Board. b) Conditional appointment as per the Settlement Date of Mr. Remedios as member of the Supervisory Board. c) Conditional appointment as per the Settlement Date of Mr. Stévenin as member of the Supervisory Board. d) Conditional appointment as per the Settlement Date of Mr. Brugère as member of the Supervisory Board.

• 6. Conditional granting of full and final discharge from liability to Mr. Dijkhuizen, Mr. Gorvy, Mr. Kunz, Mrs. Plochaet

and Mr. Sigurdsson as resigning members of the Supervisory Board for their functioning until the date of the EGM, as per the Settlement Date.

• 7. Any other business.
• 8. Closing.

Agenda Extraordinary Shareholders Meeting | 5 March, 2018 Rotterdam

• 2. Explanation of the recommended public offer by Sunshine Investments B.V. for all the issued and
• utstanding shares in the share capital of the Company in consideration of EUR 20 per share (the

Offer).

Explanation of the offer

Refresco: A history of continuous strong growth

2000 2002 2007

Refresco established through a MBO from a major Dutch dairy group European expansion First steps in contract manufacturing

2013 2015 2016

Merger Gerber Emig Public listing Euronext Amsterdam First step into North America

More than 20

companies in 17 years Buy & Build

2018

Acquisition of Cott’s bottling activities

2018: Transformational acquisition of Cott’s bottling activities

TB

2018: PAI & bcIMC enter to fuel next stage of growth About PAI

• Leading European private equity firm with offices in Paris, London &

New York, among others

• Completed 61 transactions in 11 countries since 1994, representing

€41 billion in transaction value

• Industrial approach to ownership combined with sector-based organization

About bcIMC

• A long-term investor investing in all major asset classes including

private equity

• Canada’s largest institutional investors
• Clients include public sector pension plans, public trusts & insurance funds

2018: PAI & bcIMC enter to fuel next stage of growth

Strategic rationale

• Full support of buy-and-build strategy going forward, including acquisition
• f Cott’s bottling activities
• Contact with the consortium’s extensive network across the consumer

goods sector globally

• Access to capital to accelerate buy-and-build strategy, both in Europe and

North America

The Boards fully recommend the cash offer of EUR 20 per share

• The offer price is EUR 20 per share (cum dividend)
• The Boards are of the opinion that the Offer Price fully reflects the value

creation potential of Refresco, including the acquisition of Cott’s bottling activities

• Realize value potential immediately instead of over time, whilst

eliminating associated execution risks

• Prevents anticipated dilution from the equity issuance of EUR 200 million
• Fairness opinions

‒ JPMorgan delivered a fairness opinion to the Boards ‒ Rabobank delivered a fairness opinion to the Supervisory Board

The Boards’ financial assessment of the offer

The Offer Price represents a premium of approximately:

• 15.4% to the closing price on

Euronext Amsterdam on 2 October 2017

• 22% to the average Refresco

closing share price of EUR 16.37 since the announcement

• f the acquisition of Cott's

bottling activities

• 41% to the Refresco closing

share price of EUR 14.21 on 5 April 2017

• 38% to the Refresco IPO price
• f EUR 14.50

12.00 13.00 14.00 15.00 16.00 17.00 18.00 19.00 20.00

Refresco share price development

Non-financial covenants

• Existing rights and benefits of the employees of Refresco will be respected
• Headquarters, central management and key support functions to remain in

Rotterdam, the Netherlands

• Refresco company name will remain unchanged
• Full support of buy & build strategy and further investments in organic

growth and acquisitions

• Non-financial covenants apply for three years

Governance post settlement Composition of Executive Board

• CEO Hans Roelofs
• CFO Aart Duijzer
• COO Europe Vincent Delozière
• COO North America Brad Goist*

* Subject to shareholder approval at AGM.

Governance post settlement Composition of Supervisory Board

Independent members

• Yiannis Petrides, Chairman
• Theo de Kool

Members appointed by the consortium

• Jim Pittman
• Julian Remedios
• Frédéric Stévenin
• Nicolas Brugère

Next steps

Indicative timetable

Acceptance period 23 January 2018 - 19 March 2018, unless extended Unconditional date Ultimately 22 March 2018 Commencement of post- acceptance period Promptly following the unconditional date Settlement date Ultimately 29 March 2018

Agenda Extraordinary Shareholders Meeting | 5 March, 2018 Rotterdam

Resolutions

• 3. Conditional Asset Sale and Liquidation

a) Conditional approval of the Asset Sale (as defined in the explanatory notes) as required under article 2:107a of the Dutch Civil Code (the DCC). b) Conditional resolution to (i) dissolve (ontbinden) the Company in accordance with article 2:19 of the DCC and (ii) appoint Refresco Holding B.V . as the custodian of the books and records of the Company in accordance with article 2:24 of the DCC.

• 4. Conditional corporate governance structure

Conditional amendment of the articles of association of the Company (the Articles of Association) in order to effect conversion of the Company from a public limited liability company to a private limited liability company.

Agenda Extraordinary Shareholders Meeting | 5 March, 2018 Rotterdam

• 5. Conditional changes to the Supervisory Board

a) Conditional appointment as per the Settlement Date (as defined in the explanatory notes) of Mr. Pittman as member of the Supervisory Board. b) Conditional appointment as per the Settlement Date of Mr. Remedios as member of the Supervisory Board. c) Conditional appointment as per the Settlement Date of Mr. Stévenin as member of the Supervisory Board. d) Conditional appointment as per the Settlement Date of Mr. Brugère as member of the Supervisory Board.

• 6. Conditional granting of full and final discharge from liability to Mr. Dijkhuizen, Mr. Gorvy, Mr. Kunz, Mrs. Plochaet

and Mr. Sigurdsson as resigning members of the Supervisory Board for their functioning until the date of the EGM, as per the Settlement Date.

Agenda Extraordinary Shareholders Meeting | 5 March, 2018 Rotterdam

• 7. Any other business.
• 8. Closing.

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