Investor Presentaiton
Transaction summary (continued)
9
Financial
impacts
Transaction
funding and
equity raising
Saverglass
management
Timing and
conditions
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Attractive value creation for existing shareholders of Orora:
Acquisition is expected to be mid-single digit earnings per share (EPS) accretive (including full run-rate synergies) (1) in the first full financial year of
ownership
Return on investment expected to generate an attractive premium to the weighted average cost of capital
Near-term synergies of ~A$15m are expected from network optimisation, cost rationalisation and operational efficiencies across the Combined Group
With significant additional upside expected from the strategic benefits identified across the Combined Group over time
Acquisition funding to result in gearing of 2.50x pro forma FY23 EBITDA within Orora's stated range, and with strong cash flow to support future
deleveraging
Orora intends to maintain its existing dividend policy payout range at 60% - 80% of Group NPAT
The Acquisition will be funded via:
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A$1,345m equity raising by way of a fully underwritten institutional placement and accelerated non-renounceable pro rata entitlement offer (Equity
Raising)
A$875m of Acquisition debt financing (2), equating to an estimated pro forma FY23 net debt / Underlying EBITDA of 2.50x (after impact of the
Acquisition and associated Equity Raising)
Saverglass will become the centrepiece of Orora's global glass business unit, and will operate as a third platform for growth
Adding Gawler (3) to the Saverglass portfolio will form a global network of high performance production facilities, with integration expected to occur over
the next twelve months
Saverglass' CEO, Jean-Marc Arrambourg, will assume responsibilities over the new division, supported by Orora's deeply experienced glass leadership
team alongside Saverglass' highly capable management team who will remain with the business
Exercise of the put option by the vendors under the Put Option Agreement and entry into a binding Share Purchase Agreement in order to implement the
Acquisition is subject to the completion of certain mandatory French works council consultation processes in order to comply with French labour laws (4)
Following exercise of the put option and upon execution of a binding Share Purchase Agreement, the Acquisition will be subject to various conditions
precedent customary for a transaction of this nature, including obtaining all necessary regulatory approvals
Subject to the satisfaction of all conditions precedent, completion of the Acquisition is expected to occur in the last quarter of CY2023
Notes: (1) First full financial year of ownership reflects FY25. Inclusive of full run-rate synergies and before purchase price adjustments, such as amortisation of intangible assets, one-off transaction and integration costs, and working capital and net debt adjustments. The purchase price accounting
for the Transaction has not been completed, which may impact future depreciation and amortisation charges. Applies the adjustment factor taking into account the bonus element of the Entitlement Offer consistent with AASB 133. The bonus element of the Entitlement Offer is calculated to
reflect the discount to the theoretical ex-rights price ("TERP") and is based on a share price of A$3.43, representing the last close of Orora's shares of A$3.52 as at Friday, 25 August 2023, adjusted for the A$0.09 final dividend with a record date of 4 September 2023. TERP includes shares issued
under the Institutional Entitlement Offer, Retail Entitlement Offer and Placement. (2) Orora has entered into a bilateral bridge facility which, subject to satisfying customary conditions precedent, is available for the purposes of funding the debt component of the Acquisition (and related costs and
expenses) (3) Orora's glass manufacturing plant in South Australia. (4) While Orora expects the vendors to exercise the put option following completion of the relevant works council consultation processes, such exercise is entirely at the vendors' discretion. Should the works council consultation
processes complete and the vendors do not exercise the put option or do not enter into the Share Purchase Agreement, the vendors will be required to pay Orora a substantial break fee. The vendors have also agreed to grant Orora exclusivity with respect to the purchase of Saverglass SAS until
nine months following the date of the Put Option Agreement.
OR RA
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