Thai Beverage Public Co., Ltd. · SGX:Y92
Thai Beverage Public — Thai Beverage PCL — Merger or Acquisition (August 2024)
30 slides from Thai Beverage Public's merger presentation, Aug 30, 2024
Slide 1: Proposed Share Swap between Thai Beverage PLC and TCC Assets Limited
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Slide 2: Agenda
Agenda a) 1. Transaction Overview 3 2. Background of Proposed Share Swap and Factors taken into 6 account in arriving at the Negotiated Prices and Swap Ratio 3. Rationale 13 4. Opinion of the Independent Financial Adviser and Recommendation 22 of the Relevant Directors 5. EGMand Important Dates 24 6
Slide 3: 1. Transaction Overview
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Slide 4: Key Commercial Terms of the Transaction
Key Commercial Terms of the Transaction aiclstlaitea@e ° = Thai Beverage PCL (“ThaiBev’, or the “Company”), through its indirect wholly-owned subsidiary, InterBev Investment Limited (“IBIL”), had Summary entered into a conditional share swap agreement (“Share Swap Agreement”) with TCC Assets Limited
Slide 5: Proposed Share Swap will allow ThaiBev to attain an indirect majority shareholding in F&N
Proposed Share Swap will allow ThaiBev to attain an indirect majority shareholding in F&N with no cash outlay; TCCAL to retain strategic minority stake in F&N ease ThaiBev's stake in F&N from approximately 28. ThaiBev’ rect stake and fully divest FPL Before the Proposed Share Swap? ThaiBev __ 100% I
Slide 6: 2. Background of Proposed Share Swap and Factors in Negotiated Prices and Swap Ratio
_ see , 2. Background of Proposed Share aN , Swap and Factors taken into Weve account in arriving at the Negotiated Prices and Swap Ratio
Slide 7: Background of Proposed Share Swap and Factors taken into account
Background of Proposed Share Swap and Factors taken into account in arriving at the Negotiated Prices and Swap Ratio Advance progress towards PASSION 2025 Roadmap as announced in 2020 * Advance ThaiBev's progress in achieving its PASSION 2025 goals: BUILD, STRENGTHEN, UNLOCK. * — Streamline ThaiBev’
Slide 8: F&N and FPL P/NAV history
• • 1.00x 0.80x 0.60x 0.40x 0.20x - Jul-19 Jul-20 Jul-21 Jul-22 Jul-23 Jul-24 F&N P/NAV FPL P/NAV FPL 5-Year Avg P/NAV F&N 5-Year Avg P/NAV
Slide 9: Swap Ratio Agreed Following Robust Valuation Assessment and Arms-length Negotiations
Swap Ratio was Agreed Following Robust Valuation Assessment and Extensive Arms-length Negotiations between IBIL and TCCAL Negotiated Price of F&N is at the lower end of the valuation range and Negotiated Price of FPL is close to the mid-point of the valuation range, each determined by DBS Negotiated
Slide 10: Bases and Benchmarks used for the valuation range of F&N
Bases and Benchmarks used for the valuation range of F&N No control premium was applied or considered an poems $$3.55 Sum-of-the-Parts (“SOTP”) Set of Peer Peer Valuation Components Comparables Multiples! Bases and benchmarks L. used for the FRNHB EV/EBITDA: valuation 16-18x ranges P : EV/EBITD. 3 R
Slide 11: Derivation of the Bases and Benchmarks used for the valuation range of F&N
Derivation of the Bases and Benchmarks used for the valuation range of F&N Peer Selection Selection of the appropriate Criteria valuation multiple Peer comparables were selected based on their An earnings-based EV/EBITDA? multiple * The valuation of each of F&N's four (4) comparability to F&N's comp
Slide 12: Bases and Benchmarks used for the valuation range of FPL
Bases and Benchmarks used for the valuation range of FPL Reflects what a motivated acquirer would have needed to pay to acquire a meaningful stake in an SGX-listed real estate company Z FRASERS Cf PROPERTY Negotiated NAV-based valuation approach taking into account the following Bases and FPL’s late
Slide 13: 3. Rationale
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Slide 14: Proposed Share Swap will cement the Group's Position as a Leading Pure-Play Beverage and Food Business
Proposed Share Swap will cement the Group’s Position as a Leading Pure-Play' Beverage and Food Business in Southeast Asia and exit from the property business Non-Alcoholic Beverages (“NAB”) Delivering } Diverse Product %2 -§, BaP First-rate — Diversified Portfolio of Portfolio to Culinary Quality Sp
Slide 15: Transaction Rationale
Transaction Rationale 1] BUILD new capabilities * Deepen ThaiBev’'s exposure to high growth NAB and Dairy segments * F&N’s strong brand portfolio, and F&NHB’s high-tech integrated dairy farm, AgriValley, in Gemas, Malaysia, will equip the Company with critical competitive advantages in the NAB and d
Slide 16: 1. BUILD New Capabilities
1. BUILD New Capabilities Build Competitive Advantages to Capitalise on the Strong NAB and Dairy Growth Trend Deepen ThaiBev’s exposure to high growth NAB and dairy segments + Well-positioned to capitalise on the growing demand for wellness products, through F&N’s core products and strategic focus o
Slide 17: 2. STRENGTHEN ThaiBev's Number One Position
2. STRENGTHEN ThaiBev’s Number One Position Cement ThaiBev’s #1 Position Among Top Comparable Beverage and Food Players in Southeast Asia by Revenue Top 5 comparable publicly-listed beverage and food players in Southeast Asia by Revenue (THB millions) LTM31 March 2024 Revenue a #1 7 335,766 i 278,53
Slide 18: 2. STRENGTHEN ThaiBev's Number One Position, with a More Balanced Portfolio
2. STRENGTHEN ThaiBev’s Number One Position, with a More Balanced Portfolio Across the Region Bolster the Group’s resilience Through Economic and Product Cycles Through Greater Diversification of Business Segments and Countries Increase in revenue exposure to NAB and Food segments from Expand its ge
Slide 19: 2. STRENGTHEN ThaiBev's Operational Capabilities
2. STRENGTHEN ThaiBev’s Operational Capabilities @) ThaiBev will be able to realise operational synergies Cross selling of F&N products in ThaiBev's core markets is expected to generate incremental revenue growth o Further expansion of F&N’s beverage and dairy products in traditional route-to-market
Slide 20: 2. STRENGTHEN ThaiBev's Financial Position
2. STRENGTHEN ThaiBev’s Financial Position Earnings Accretive and Improves net IBD to EBITDA ratio Wren Positive pro forma financial impacts of the Group (including F&N and its subsidiaries) for the last twelve months (LTM) ended 31 Mar 2024 For the Last Twelve Months Earnings per share (EPS) Ended
Slide 21: 3. UNLOCK Potential of the Company
3. UNLOCK Potential of the Company Potential Re-rating Through Pure-Play Status Pure-Play peers in NAB and Dairy trade at a significantly higher LTM EV/EBITDA multiple LTM EV/EBITDA (As at 31 March 2024) » ~< 15.2X Potential to re-rate 10.4X a : ThaiBev Food Beer Spirits LTMas at : is Mar 2024) F&N’
Slide 22: 4. Opinion of the Independent Financial Adviser and Recommendation of the Relevant Directors
G StRENS THEW 4. Opinion of the Independent Financial Adviser and Recommendation of the Relevant Directors
Slide 23: Opinion of the Independent Financial Adviser and the recommendation of the Relevant Directors
Opinion of the Independent Financial Adviser and the recommendation of the Relevant Directors ( YO >) Opinion of the Independent Financial Adviser Recommendation of the Relevant Directors Taking into consideration the factors set out in the IFA The Relevant Directors, having considered the relevant
Slide 24: 5. EGM and Important Dates
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Slide 25: EGM Shareholder Approval
EGM Shareholder Approval Independent Shareholders’ Approval is Required * The Proposed Share Swap constitutes an “interested person transaction” and a “major transaction” under the Listing Manual and is hence subject to Shareholders’ approval. * Approval of the Proposed Share Swap by ThaiBev's Share
Slide 26: EGM Shareholder Approval (Cont.)
EGM Shareholder Approval (Cont.) Important Information on the Conduct of the EGM * ThaiBev, as a company incorporated in Thailand, is required to hold its general meetings in Thailand. * Asamatter of Thai law, and as disclosed in ThaiBev's prospectus dated 19 May 2006, CDP shall be the only holder o
Slide 27: Important Dates and Times
Important Dates and Times Important Dates and Times 6 September 2024 Dial i ith SIAS | falogue session Wil at 1.00 p.m. (Singapore time) Latest date and time for lodgement of Voting Instructions Forms ; 12 September 2024 (applicable to persons holding their Shares in Securities Accounts with . . CDP
Slide 28: 6. Voting Instructions on the Proposed Share Swap
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Slide 29: Voting Instructions on the Proposed Share Swap
Voting Instructions on the Proposed Share Swap s Account(s) DP OR You are holding Share: VOTE VOTE on the resolution to approve the Proposed Share Swap by on the resolution to approve the Proposed Share Swap by completing the Voting Instructions Form and returning itto attending the EGM or appointin
Slide 30: q Nv? < A N
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