Investor Presentaiton
Pro forma balance sheet
Transaction
Pro forma
Notes:
In $'m
Bega¹
Capital
Raising²
Debt
Funding³
Lion Dairy
and Drinks4
Acquisition
Adjustment
and Upfront
Cash and cash equivalents
22.9
392.5
198.4
(534.1)
Costs6
(56.8)
Post
Acquisition
1
22.9
2
Trade and other receivables
117.4
Inventories
257.4
Property, plant and equipment
446.0
Rights-of-use assets
8.8
194.1
93.3
496.2
61.4
311.5
350.7
942.2
70.1
Intangible assets
548.1
548.1
Other Assets
22.9
45.4
68.3
Total Assets
1,423.4
392.5
198.4
890.4
(534.1)
(56.8)
Trade and other payables
253.4
159.5
2,313.9
412.9
4
Borrowings
247.3
198.4
445.7
Finance lease liabilities
11.3
77.8
89.1
5
Provisions
52.4
73.7
126.2
Deferred tax liabilities
45.0
45.0
Other Liabilities
0.1
3.4
Total Liabilities
609.4
198.4
314.5
Share capital
480.5
392.5
575.9
(575.9)
Reserves
20.9
Retained earnings
312.7
41.8
Net Assets
814.0
392.5
575.9
(534.1)
(56.8)
(56.8)
3.5
1,122.3
873.0
20.9
297.7
1,191.5
Net Debt
EBITDA8
Net Debt/Equity
Net Debt (Net Debt + Equity)
Net Debt/EBITDA (post-AASB 16)
Net Debt/EBITDA (pre-AASB 16)
Page 29
3
Net Assets of Bega as reported at 30 June 2020. Refer to the Investors section on
Bega's website for Bega's FY20 annual report
Assumes proceeds from the Capital Raising of approximately $401 million. Estimated
gross transaction costs of $8.5 million are offset against Capital Raising proceeds.
$401 million Equity Raising proceeds are underwritten however the underwriting
agreement is subject to certain termination events and may be terminated
Reflects the drawdown of $198 million of core debt facilities in order to fund the
acquisition and the Transaction and Upfront Costs. These costs will be funded
through Bega's new and existing debt facilities and internal cash. Estimated total debt
facility costs of $2.5 million will be capitalised and amortised throughout the term of
the debt facilities
Lion Dairy and Drinks Assets reflects the assets of the Lion Dairy and Drinks business
based on unaudited pro forma financial information as at August 2020. Includes land
and buildings book value of $220 million
Reflects the acquisition price of Lion Dairy and Drinks of $534.1 million and an
illustrative $41.8 million impact to retained earnings arising from the acquisition. The
total acquisition price is subject to customary completion adjustments in respect of
working capital and net debt. This adjustment to reflect the estimated financial effect
of accounting for the acquisition of Lion Dairy and Drinks is illustrative only, and does
not reflect a full allocation of the fair value of assets and liabilities acquired.
Australian Accounting Standards require an allocation of fair value of assets and
liabilities acquired which has not been undertaken and may result in a materially
different outcome to the illustrative impact presented here. The Company has 12
months from the date of acquisition to finalise the provisional purchase price
accounting
6 Reflects approximately $35.0 million of stamp duty, approximately $7.3 million of
acquisition transaction costs, approximately $14.5 million (after tax) of upfront
integration costs. This does not include additional transition and separation costs
identified in the uses of funds on page 28
Net debt includes finance lease liabilities and $6.1 million of bank guarantees but
excludes trade receivable facility
Reflects Bega FY20 normalised EBITDA and pro forma, normalised EBITDA for Lion
Dairy and Drinks for the 12 months ended September 2020, based on unaudited
financial information, prior to one off transaction, transition and upfront costs and
any impact arising from finalisation of the purchase price accounting
Bega
241.8
(392.5)
77.8
534.1
56.8
103.0
55.9
518.0
158.9
7
29.7%
22.9%
2.3 x
2.3 x
43.5%
30.3%
3.3 x
8
3.1 xView entire presentation