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

Sep 09, 2023 •49 likes •289 views

EGM Presentation 6 th December 2017 Meeting Agenda 1. Corporate Reorganisation 2. Trading Update 3. Conclusion 2 Corporate Reorganisation 3 INTRODUCTION The trading performance of One51 has improved significantly in recent years as

  1. EGM Presentation 6 th December 2017

  2. Meeting Agenda 1. Corporate Reorganisation 2. Trading Update 3. Conclusion 2

  3. Corporate Reorganisation 3

  4. INTRODUCTION ▪ 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. 4

  5. INTRODUCTION ▪ 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). 5

  6. Group Structure Following IPL Acquisition Current Group Structure ▪ In July 2015, One51 acquired a majority shareholding in IPL together with CDPQ, a long- term institutional investor that manages funds primarily for the 26.47%* Canadian public sector, and FSTQ, a Canadian government agency which supports investment in Quebec. 100% 66.67% ▪ Due to the structure in IPL: ➢ IPL is not fully integrated into the One51 22.22% Group. ➢ Acquisition and working capital financing requires cashflows to be ring-fenced within 100% the IPL structure. ➢ Governance and shareholder arrangements 11.11% 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. *Percentage calculated based on the number of One51 shares in issue at 27 September 2017 (158.4m shares) 6

  7. IPL Put/Call Option ▪ 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. Put Liability¹ One51 Equity¹ (excluding the Put Liability) €100m €200m €197.0m CAGR +60% CAGR +3% €83.4m €80m €72.2m €190.9m €190m €60m €185.0m €40m €32.4m €180m €20m €0m €170m 2015 2016 H1 2017 2015 2016 H1 2017 7 1. Note: Based on One51 Group accounts

  8. Proposed IPO Corporate Structure Proposed Group Structure ▪ A Heads of Agreement has been agreed with CDPQ and FSTQ outlining the principal terms and conditions of the corporate reorganisation. 34.14%* ▪ 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. 100% ▪ Enables the full integration of IPL into the One51 Group and 7.32%* the refinancing of IPL acquisition debt and working capital financing into more appropriate group-wide facilities. ▪ Irish Head Office and Corporate Registration retained. Swap-up of IPL Corporate structure would be ‘IPO - ready’ – in a form that the ▪ Shareholding to market and investors can readily understand. One51 Equity ▪ Relationship agreement (effective from date of Reorganisation) would be entered into with CDPQ and FSTQ: ➢ CDPQ/FSTQ entitled to appoint 2 non executive 22.22% 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 11.11% *Percentage calculated based on the fully diluted number of One51 shares post the corporate reorganisation (215.0m shares) 8

  9. Share Exchange Framework ▪ 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. The ‘deemed’ enterprise value has been adjusted for the value of any excess net assets² that 3. 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. 9 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.

  10. Benefits of Corporate Reorganisation A number of compelling reasons to support the corporate reorganisation Immediately Enables a Provides the Create a value creating, refinancing on Improves opportunity single, fully and addresses improved governance Enables full for integrated future value terms which control of a and operating procurement, group to leakage (from provides strongly structures cost and maximise the Put flexibility to growing potentially across the potential Liability take business revenue group growth continuing to advantage of synergies over opportunities increase in potential time value) opportunities Positions One51 for an IPO, that would enable the Group access to further capital for growth and provide a liquid market for shareholders 10

  11. EGM Shareholder Resolutions ▪ 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 11

  12. EGM Shareholder Resolutions 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 Resolution 2: Director’s Authority to Allot Securities in Connection with an IPO (Ordinary) • Proposes to authorise Directors to allot shares in connection with an IPO Resolution 3: Disapplication of Pre-emption Rights in Connection with an IPO (Special): • Proposes to dis-apply statutory pre-emption rights on the allotment of shares for cash in connection with an IPO 12

  13. EGM Shareholder Resolutions 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 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 13

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