Refresco : reports Q3 2017 results; Public offer for all shares of and the acquisition of Cott's bottling activities on track

Rotterdam, the Netherlands - 9 November 2017. Refresco Group N.V. publishes third quarter 2017 results.

Public offer for all shares of Refresco and the acquisition of Cott's bottling activities on track

On 25 October 2017, Refresco announced that it had reached conditional agreement on a recommended, fully funded, public offer by a consortium of PAI and bcIMC for all the issued and outstanding shares of Refresco for an offer price of €20 (cum dividend) in cash per share. Both the Executive Board and the Supervisory Board of Refresco unanimously recommend shareholders to tender their shares. Based on the required steps and subject to the necessary approvals, Refresco and the consortium anticipate that the offer will close in Q1 2018.

The consortium fully supports Refresco's buy-and-build strategy going forward, including the acquisition of Cott's bottling activities which was announced on 25 July 2017. Refresco expects the acquisition to close in Q4 2017.

Q3 2017 Highlights^[1]

• Volume including acquisitions increased 2.7% to 1,853 million liters (Q3 2016: 1,804 million liters).
• Contract manufacturing volume comprised 36.9% of total volume, up from 27.0% in Q3 2016.
• Gross profit margin per liter increased to 13.9 euro cents (Q3 2016: 13.8 euro cents).
• Adjusted EBITDA amounted to €61 million (Q3 2016: €68 million).
• Adjusted EPS was €0.28 (Q3 2016: €0.39).

Key figures

CEO Refresco, Hans Roelofs commented:

"We had a challenging third quarter with weak market conditions. Volumes increased by 2.7%, driven primarily by the acquisition of Whitlock Packaging in the US in 2016 and the continued growth in contract manufacturing. Excluding acquisitions volumes declined due to poor summer weather in Western Europe and continued pressure on retailer brand volume."

"In line with our strategy, contract manufacturing showed solid volume growth across most geographies as we are outperforming the contract manufacturing market. The outsourcing trend by international A-brands is clearly gathering pace with greater emphasis on innovation, more SKUs and different formats and therefore towards the ability to handle more complexity."

"Gross profit margin per liter was better than expected at 13.9 euro cents compared to 13.8 euro cents in the third quarter of 2016. This reflects the decision to decline low margin contracts in the retailer brand market, mainly in Germany and Iberia. Adjusted net profit came in at €23 million compared to €32 million in the third quarter of last year. One-off costs in the quarter related to the acquisition of Cott's bottling activities and the restructuring of the plant in Hamburg."

"In October we announced the public offer made by the consortium of PAI and bcIMC for all the shares of Refresco. We firmly believe this is a good transaction for our stakeholders and represents a fair price for shareholders. The consortium fully endorses our buy-and-build strategy including the intended acquisition of Cott's bottling activities which will create the world's largest independent bottler with leadership positions across Europe and North America. Supported by the consortium's track record, financial strength and understanding of our business we will be able to accelerate our growth plans and move forward on our journey to put our drinks on every table."

Please open the link below for the press release.