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 outstanding 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 outstanding 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 2018 Acquisition of Cott’s 2016 bottling activities 2015 First step into North America 2013 Public listing Euronext Amsterdam 2007 Merger Gerber Emig 2002 First steps in contract manufacturing Buy & Build 2000 European expansion More than 20 companies in 17 years Refresco established through a MBO from a major Dutch dairy group
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 of 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 Refresco share price development The Offer Price represents a 20.00 premium of approximately: 19.00 • 15.4% to the closing price on Euronext Amsterdam on 18.00 2 October 2017 17.00 • 22% to the average Refresco closing share price of EUR 16.00 16.37 since the announcement of the acquisition of Cott's bottling activities 15.00 • 41% to the Refresco closing 14.00 share price of EUR 14.21 on 5 April 2017 13.00 • 38% to the Refresco IPO price 12.00 of EUR 14.50
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 Acceptance period 23 January 2018 - 19 March 2018, Indicative unless extended Unconditional date Ultimately 22 March 2018 timetable Commencement of post- Promptly following the acceptance period 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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