Corporate story Refresco – world’s largest independent bottler for retailers and A-brands J.P. Morgan 2018 European High Yield & Leveraged Finance Conference I London, September 7, 2018
Presentation disclaimer This presentation and any materials distributed in connection herewith (together, the “Presentation”) have been prepared solely fo r information purposes and do not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, and neither this Presentation nor anything contained herein shall form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. This Presentation is intended to present background information on Sunshine Top B.V. and its subsidiaries, their business and the industry in which they operates and is not intended to provide complete disclosure upon which an investment decision could be made. 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Actual outcomes, results and other future events may differ materially from those expressed or implied by the statements contained herein. Such differences may adversely affect the outcome and financial effects of the plans and events described herein and may result from, among other things, changes in economic, business, competitive, technological, strategic or regulatory factors and other factors affecting the business and operations of the company. Neither Sunshine Top B.V. nor any of its affiliates is under any obligation, and each such entity expressly disclaims any such obligation, to update, revise or amend any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the dates indicated in this Presentation. It should be noted that past performance is not a guide to future performance. Nothing in this Presentation should be construed as a profit forecast. Certain financial data included in the Presentation consists of “non - IFRS financial measures.” These non -IFRS financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. You are cautioned not to place undue reliance on any non-IFRS financial measures and ratios included herein. Please see the slide 15 entitled “One - off costs related to acquisition of Cott’s bottling activities & takeover of Refresco by PAI and BCI impacted results” slide 23 for a reconciliation of such non-IFRS financial measures to the relevant financial measures determined in accordance with IFRS. 2
Today’s presenter Aart Duijzer CFO Refresco • CFO of Refresco and one of the founders of the company • He was appointed to that position in December 2000 • Prior to joining Refresco Aart worked as Finance Director of the Continental European division of Hazlewood Foods Plc • He holds Masters degree in business economics from the Erasmus University in Rotterdam, the Netherlands. • Aart is a Dutch Chartered Accountant 3
Agenda Refresco at a glance Governance and latest results Integration of Cott’s bottling activities Summary
Refresco today TB 5
We are the world’s largest independent bottler for retailers and A- brands… • Founded in 1999 with a management buyout from a major Dutch dairy group • Unique production footprint with 57 manufacturing sites across North America and Europe • Offering a complete product portfolio of soft drinks and fruit juices for retailers and A-brands • Customers benefit from quality, reliability and cost leadership 6
With an 18 year track record of accelerated growth 2018 2016 Acquisition of Cott’s bottling activities PAI & BCI enter to fuel 2015 First step into next stage of growth 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 15 years Refresco established through a MBO from a major Dutch dairy group 7
The world’s largest independent bottler for retailers and A - brands… Leadership positions In Europe and North America TB Proforma Proforma Proforma synergies People & Facilities Volume 2017 Revenue 2017 adj. EBITDA 2017* 11.0 bn liters € 3.7 bn € 392 m 9,500 people 57 locations 12 countries * Including run-rate synergies achievable within the first 18 months and full year results of Cott’s bottling activities. 8
..with a well balanced volume split across geographies & products Leadership positions In Europe and North America TB Proforma 2017 volume Proforma 2017 volume Proforma 2017 volume by channel by geography by product Energy / Sport Other UK Contract 4% drinks 7% 14% manufacturing Retailer Still North CSD 30% drinks brands America 28% 9% 70% 37% RTD tea 11% Juices Europe Water 20% 63% 21% 9
Our 59 facilities are strategically located to service customers in North America and Europe North America 26 EUROPE 31 Canada United States Mexico 10
Governance and latest results 11
Ownership and Group structure Management PAI BCI 2% 63% 35% Sunshine Equity B.V. Reporting entity Sunshine Top B.V. Sunshine Holding B.V. Senior Notes € 445mm Sunshine Mid B.V. Term Loan Facilities € 1,975mm equiv. Sunshine Investments B.V. (BidCo) Revolving Credit Facility € 200mm 99.4% Refresco Group B.V. 1 Note: 100% shareholding unless otherwise specified 12 1 Following the completion of the Squeeze-out, Refresco Group B.V. is expected to merge into Sunshine Investments B.V. Before May 2, 2018 the company was named Refresco Group N.V.
Key financials Q2 and YTD 2018 In millions of € unless stated otherwise, Q2 2018 Q2 2017 YTD 2018 YTD 2017 Unaudited Volume (millions of liters) 3,040 2,052 5,313 3,726 Revenue 1,037 643 1,810 1,166 Gross profit margin 428 275 755 511 Gross profit margin per liter (euro cents) 14.1 13.4 14.2 13.7 EBITDA 44 65 78 102 Adjusted EBITDA 99 66 143 103 Net profit/(loss) (24) 27 (64) 33 Adjusted net profit/(loss) 15 27 17 33 Net debt 2,436 621 The YTD 2018 financial information comprises the financial information of Refresco Group N.V. for the period 1 January 2018 - March 31, 2018 and the financial information of Sunshine Top B.V for the period April 1, 2018 - June 30, 2018. The YTD 2017 financial information relates to Refresco Group N.V. All values are rounded to the nearest million unless otherwise stated. Cott's bottling business in North America and the UK was consolidated in Refresco's financial information as of January 30, 2018. 13
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