Uac Of Nigeria Plc · NSENG:UACN
Uac Of Nigeria — Merger or Acquisition (November 2025)
51 slides from Uac Of Nigeria's merger presentation, Nov 17, 2025
Slide 1: UAC of Nigeria PLC: Acquisition of C.H.I. Limited
UAC of Nigeria PLC Acquisition of C.H.I. Limited (CHI) 17 November 2025 Fola Aiyesimoju – Group Managing Director Funke Ijaiya-Oladipo – Group Finance Director
Slide 2: Disclaimer
Disclaimer 2 This presentation contains forward-looking statements which reflect management's expectations regarding UAC of Nigeria PLC, its subsidiaries and associate businesses (“UAC”, the “Company” or “Group”), future growth, results of operations, performance, business prospects, operating marke
Slide 3: Contents
Contents 3 Introduction 4 Strategic Rationale 6 C.H.I. Limited 25 Transaction Highlights 32 Post Transaction Outlook 36 Appendix 47
Slide 4: Introduction
Introduction
Slide 5: A wonderful business at a fair price
A wonderful business at a fair price 5 Overview of the agreement Note: UAC of Nigeria PLC (“UAC”), C.H.I. Limited (“CHI”), The Coca-Cola Company and its subsidiaries, except authorised bottlers (“TCCC” or “Coca-Cola”)
Slide 6: Strategic Rationale
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Slide 7: Why CHI? Why now?
Why CHI? Why now? 7 01. 02. 03. 04. Preparedness Rarity Timing Fit
Slide 8: We have a strong management team…
We have a strong management team… 8 Commercial and Operations Dr. Vitus Ezinwa Bolarin Okunowo Mr. André Bresler Adegboyega Adedeji Oluyemi Oloyede Nneoma Obikili MD, Chemical & Allied Mr Odunayo Ojo MD, Grand MD, Livestock Feeds MD, UAC Foods GM, UAC Restaurants MD, MDS Logistics CEO, UPDC PLC Cere
Slide 9: … robust technology…
… robust technology… 9 Foundational Tech Hub • UAC operates on Microsoft 365 to enhance productivity • 1879 Tech Hub serves as UAC’s in-house technology centre, and streamline daily workflows. driving the Group’s digital transformation initiatives. • Benefits include autonomous operating platforms,
Slide 10: …and established management practices
…and established management practices 10 Monthly performance reports - Used to track Buying committee reports - Used to guide Quality evaluation reports - Used to track product performance, monitor deviations and discuss purchase approvals and evolving production quality and pricing benchmarks. reme
Slide 11: We focus on risk management…
We focus on risk management… 11 Internal Audit Risk Committees • The Group operates a dedicated internal audit function led by the • We operate structured risk management processes, including Group Internal Auditor. monthly Management Risk Committee meetings and quarterly Board Risk Committee sessio
Slide 12: …and operate under strong governance oversight
…and operate under strong governance oversight 12 Non-Executive Directors, UAC Khalifa Biobaku Karl Toriola Suzanne Iroche Chairman Independent Non-Executive Director Independent Non-Executive Director • Finance professional with 20+ • CEO of MTN Nigeria, overseeing • Broad based experience in Merch
Slide 13: Our approach to creating value…
Our approach to creating value… 13 Brand building (consistent quality and availability first, then marketing) CORE VALUE DRIVERS Slick operations (effectiveness esp. in procurement, sales and distribution) Organic new product development We concentrate on a (within existing categories and promising
Slide 14: …has delivered solid results…
…has delivered solid results… 14 Operating Profit (₦’Bn) Operating Profit ($’Mn)1 2 2 13.5 20.0 9% CAGR 8.6 44% CAGR 3.3 2020 2025 LTM 2020 2025 LTM Notes: 1. FX Rate (CBN): 2020 - ₦380/$1; Sep 2025 – ₦1,475/$1 2. Last Twelve Months (LTM) Operating Profit
Slide 15: … which are increasingly reflected in our share price
… which are increasingly reflected in our share price 15 % Share Price Growth (1 April 2019 – 14 November 2025) 650% 425% 374% UACN NGX - ASI NGX - Consumer Goods 1 Index NGX –consumer Goods index Note: 1. The NGX Consumer Goods Index is comprised of Cadbury, Champion, Dangote Sugar, Guinness, Honey
Slide 16: Why CHI? Why now?
Why CHI? Why now? 16 01. 02. 03. 04. Preparedness Rarity Timing Fit
Slide 17: CHI – years of heritage, one prior ownership change
CHI – 45 years of heritage, one prior ownership change 17 45 Years of operations 1 Change in ownership 1980 2016 2019 2025 C.H.I. Limited UAC Acquisition Incorporated 100% purchase completed by TCCC between 2016 (40%) and 2019 (100%)
Slide 18: Why CHI? Why now?
Why CHI? Why now? 18 01. 02. 03. 04. Preparedness Rarity Timing Fit
Slide 19: We believe we are at a favourable point in the cycle…
We believe we are at a favourable point in the cycle… 19 EV/EBITDA of Nigeria Packaged Food Companies1 19.4x 17.9x 17.3x 14.7x 13.6x 11.9x 10.1x 8.7x 8.1x 7.9x 6.2x 2.9x 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 LTM 2025 Note: 1. Packaged food companies are Cadbury Nigeria Plc, Nestle N
Slide 20: … and poised to benefit from meaningful reform
… and poised to benefit from meaningful reform 20 • Aimed at eliminating inefficiencies and improving fiscal position Fuel Subsidy Removal • Benefits from completion of 650,000bpd refinery by Dangote Industries • Floated the Naira and unified exchange rates; shift from multiple, managed exchange Exc
Slide 21: We are seeing an uptick in business sentiment…
We are seeing an uptick in business sentiment… 21
Slide 22: … and improving economic indices that will support growth
… and improving economic indices that will support growth 22 Accelerating Real GDP Growth Rising FX Reserves ($’bn) 4.2% 43.4 3.8% 42.4 3.5% 3.5% 40.9 3.2% 3.1% 3.0% 38.4 38.3 37.2 2.5% 2.5% 2.3% 35.5 34.1 33.8 34.2 33.2 32.9 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Nov-25 2023
Slide 23: Why CHI? Why now?
Why CHI? Why now? 23 01. 02. 03. 04. Preparedness Rarity Timing Fit
Slide 24: CHI bolsters our house of scalable quality brands
CHI bolsters our house of scalable quality brands 24 CHI is one of Nigeria’s leading packaged goods companies with a strong portfolio across beverages, dairy and snacks… Overview of the agreement … CHI operates in the food and beverage sector where we have established capabilities.
Slide 25: C.H.I. Limited
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Slide 26: CHI has evolved over 45 years to its current leadership position
CHI has evolved over 45 years to its current leadership position 26 C.H.I. Limited Company’s own C.H.I. enters VAD1 by 40% purchase by Nigeria’s first ever Portfolio revitalization C.H.I. adopts Digital Incorporated juice brand, Chivita, creating the Drinking TCCC Lactose Free Milk is for Chivita &
Slide 27: CHI is a well invested business with world class manufacturing facility…
CHI is a well invested business with world class manufacturing 27 facility… Capacity • Largest Sub-Saharan African aseptic carton packaging manufacturing site Quality • Accredited quality assurance processes throughout the supply chain and manufacturing cycle to ensure high levels of quality and foo
Slide 28: … and nationwide distribution capability
… and nationwide distribution capability 28 Sokoto Katsina Yobe Jigawa Zamfara Kebbi Kano Borno Kaduna Bauchi Gombe Niger Adamawa Kwara Plateau FCT Nasarawa Oyo Taraba Osun Ekiti Kogi Benue Ogun Ondo Enugu Edo Anambra Lagos Ebonyi Delta Imo Abia Cross River Rivers Akwa Bayelsa Ibom
Slide 29: CHI is run by a strong management team
CHI is run by a strong management team 29 Fola Aiyesimoju Funke Ijaiya-Oladipo Rajatendra Kundu Bola Arotiowa Chairman Chief Financial Officer Chief Operating Officer Chief Commercial Officer • Experienced business leader and board • Experienced finance professional • Experienced operations executiv
Slide 30: CHI has excellent brands and strong market positions in its key segments
CHI has excellent brands and strong market positions in its key 30 segments Segments Brands Products Market Position Market Share Juices Nectars 38.4% Still Drinks 1 Evaporated 32.9% Milk Drinking 43.1% Yoghurt Sausage rolls 32.4% Source: NielsenIQ Retail Measurement and Internal analysis Note: 1. C
Slide 31: CHI in numbers
CHI in numbers 31 Revenue Gross Profit EBITDA EBIT ROIC1 People FY24 FY24 FY24 FY24 FY24 FTE ₦428bn ₦106bn ₦54bn ₦44bn 72% 1,590 Contract +77% +39% +34% +30% 3,444 vs FY 2023 vs FY 2023 vs FY 2023 vs FY 2023 3,267bps vs FY 2023 Note: 1. Invested capital (denominator) used for ROIC calculation exclud
Slide 32: Transaction Highlights
Transaction Highlights
Slide 33: Transaction advisers and contributors
Transaction advisers and contributors 33
Slide 34: Transaction highlights
Transaction highlights 34 ₦182.4bn - ₦22.2bn ₦54.3bn Consideration to Seller Long Term Debt Cash and Equivalents EBITDA ₦118.5bn ₦151.4bn ₦9.3bn ₦8.3bn Bridge and Hedge Working Capital Debt1 Net Working Capital Transaction Expenses2 Costs • Includes regulatory-related • Includes hedging cost of fees
Slide 35: Deal structure and financing
Deal structure and financing 35 Funding Mix • Transaction funded via a mix of debt and equity – ₦30.8bn (17%) from UAC cash – ₦151.6bn (83%) from debt financing 100% Debt Package 1 • Transaction completed with US$ bridge loan to guarantee proceeds to the seller in dollars – 12-month term – Pricing a
Slide 36: Post Transaction Outlook
Post Transaction Outlook
Slide 37: UAC post acquisition – Home to scalable quality brands
UAC post acquisition – Home to scalable quality brands 37 Dulux, Hempel, Capri-Sun and Debonairs Pizza are produced under license from the brand owners
Slide 38: The acquisition has meaningfully accelerated our scale
The acquisition has meaningfully accelerated our scale 38 • Exposure to large, attractive and • Unique asset with just one growing markets – Dairy and change of ownership in 45 Juice years history • Leading market position in • Strong operating and financial current categories performance • Improved
Slide 39: Investment risks
Investment risks 39 Import-Driven FX Risk • Risks: over 90% of the raw and packaging materials are imported resulting in high demand for dollars. 1 • Mitigants: We will focus on replacement cost pricing and treasury risk management. Longer term focus on developing domestic value chains. No disadvant
Slide 40: Our earnings are now driven predominantly by our Packaged Food & Beverages and Paint businesses
Our earnings are now driven predominantly by our Packaged Food & Beverages and Paint businesses 40 Revenue LTM Sep 2025 EBIT LTM Sep 2025 Packaged Food and Packaged Food and Beverages and Paints Beverages and Paints Others Others 85% 93% Other: relates to contributions from Agro Allied and Restauran
Slide 41: UAC post transaction
UAC post transaction 41 LTM1 Revenue as of Sept 2025 (₦’bn) LTM EBITDA as of Sept 2025 (₦’bn) 2.7x 3.2x 717 67 42 493 25 223 223 25 UAC Group UAC Group UAC Group UAC Group Pre-acquisition Post-acquisition Pre-acquisition Post-acquisition Net debt (₦’bn) as of Sept 2025 Commentary ₦118bn relating to
Slide 42: Value creation focus – margin improvement…
Value creation focus – margin improvement… 42 Our focus will be on balancing revenue growth and margin improvements. We have recorded meaningful success in this regard in a very similar business – UAC Foods Limited (“UFL”) UFL – Revenue (₦’bn) UFL – EBIT margin 63% 79 15% CAGR 58 9% 29 5% 18 1% 2022
Slide 43: … and deleveraging
… and deleveraging 43 Group Long-Term Debt (₦’bn) Group Long-Term Debt / EBITDA UAC Target Long- Term Debt / EBITDA is c.1.5x 163 3.1x 2.4x 0.8x 0.4x 10 10 2 2022 2023 2024 2025 2022 2023 2024 2025 Group Short-Term Debt (₦’bn) Group Net Working Capital (₦’bn) 181 146 41 25 31 24 17 18 2022 2023 2024
Slide 44: Approach to deleveraging
Approach to deleveraging 44 We plan to address the Group’s post acquisition leverage in the following ways Sale of Non- • We will shift our focus to divesting non-core assets. Core Assets • We have been successful in this regard, generating $33mn in cash over the last five years. • UAC Group generat
Slide 45: Conclusion
Conclusion 45 • The acquisition of CHI fits firmly with UAC’s growth strategy and cements UAC’s position as one of Nigeria’s largest consumer goods companies. • CHI bolsters UAC house of scalable quality brands. • Our near-term focus areas are on: – Executing our value creation plan for CHI anchored
Slide 46: Questions & Answers
Questions & Answers For further information please contact UACN Investor Relations Email: Investorrelations@uacnplc.com Phone: +234 906 269 2908
Slide 47: Appendix
Appendix
Slide 48: CHI income statement (2020-2024)
CHI income statement (2020-2024) 48 In Naira Millions 2020 2021 2022 2023 2024 Revenue 97,694 136,660 171,099 241,335 427,453 COGS (74,794) (97,471) (119,922) (164,851) (321,160) Gross Profit 22,900 39,189 51,177 76,485 106,293 Gross Profit Margin 23% 29% 30% 32% 25% Operating Expense (12,690) (15,3
Slide 49: Proforma income statement: LTM ended 30 September 2025
Proforma income statement: LTM ended 30 September 2025 49 • This pro-forma indicates the impact of UAC’s acquisition of CHI as if the transaction occurred at the start of the reporting period (P&L) and as at the reporting date (balance sheet). It is based on the trailing 12-months (Oct-2024 to Sep-2
Slide 50: Segment performance snapshot – Proforma
Segment performance snapshot – Proforma 50 Revenue Profit Before Tax Post- Post- In Naira millions Acquisition FY 2024 % Change In Naira millions Acquisition FY 2024 % Change Group 716,576 196,901 264% Group 36,656 25,547 43% Packaged Food and Beverages 566,773 58,034 877% Packaged Food and Beverage
Slide 51: Proforma statement of financial position (30 Sep 2025)
Proforma statement of financial position (30 Sep 2025) 51 In Naira Millions Sep-25 Dec-24 Δ% Assets Property, Plant and Equipment 75,407 28,099 168% Intangible Assets and Goodwill 112,054 2,721 4019% Other Non-Current Assets 21,711 22,131 (2%) Total Non-Current Assets 209,172 52,950 295% Inventories
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