Tata Consumer Products Limited · NSE:TATACONSUM
Tata Consumer Products — Merger or Acquisition (March 2022)
36 slides from Tata Consumer Products's merger presentation, Mar 29, 2022
Slide 1: Regulation 30 intimation to stock exchanges
March 29, 2022 National Stock Exchange of BSE Limited The Calcutta Stock Exchange India Limited 1st Floor, New Trading Wing Limited Exchange Plaza,5th floor Rotunda Building, PJ Towers 7 Lyons Range Plot No. C/1, G Block Dalal Street Kolkata 700 001 Bandra Kurla Complex Mumbai 400 001 Scrip Code – 1
Slide 2: Composite Scheme of Arrangement details
The Scheme inter alia provides for the following: (a) as a first step, the demerger of the Demerged Undertaking (as defined in the Scheme) (comprising of the Plantation Business (as defined in the Scheme)) of TCL into TBFL and in consideration, the consequent issuance of equity shares by TCPL (as th
Slide 3: Capital infusion in TBFL and closing of letter
Further, the Board of Directors of the Company at the aforesaid meeting also approved the capital infusion of amount up to Rs. 7.50 Crores (Rupees Seven Crores Fifty Lakhs only), in TCPL Beverages & Foods Limited (“TBFL”), a newly incorporated wholly owned subsidiary of the Company, in one or more t
Slide 4: Annexure I – Disclosures under Regulation 30: Demerger
Annexure I – Disclosures in terms of Regulation 30 of the SEBI Listing Regulations read with SEBI Circular on Continuous Disclosure Requirements Part A – Demerger Sr. No Particulars i. Brief details of the division to be The Scheme inter-alia provides for the Demerger of demerged the Demerged Undert
Slide 5: Benefits of the Demerger and Amalgamation
Benefits of the Demerger: (a) Creating a dedicated plantation vertical with focused attention on the plantation business, which will enable increased efficiencies and generate synergies amongst the various plantation businesses wholly or partly owned by TCPL and better resource allocation, resulting
Slide 6: Benefits of the Scheme
(b) The amalgamation of TCL with TCPL would bring about synergy of operations and benefit of scale and additionally, the legal and regulatory compliances of both the listed entities will be unified and streamlined. (c) The amalgamation will enable efficient consolidation of ownership interests in th
Slide 7: Pre and post scheme shareholding of TCPL
Particulars Before effectiveness After effectiveness of the Scheme of the Scheme No of equity % No of equity % shares shares Promoters 31,96,29,733 34.68 31,96,29,733 33.81 Public 60,10,32,476 65.22 62,48,55,642 66.10 Custodian 8,89,506 0.10 8,89,506 0.09 Total 92,15,51,715 100.00 94,53,74,881 100%
Slide 8: Shareholding pattern of TCL and TBFL
Particulars Before effectiveness After effectiveness of the Scheme of the Scheme No of equity Not % applicable shares since pursuant to Promoters 10,73,59,820 57.48 the Demerger and the subsequent Public 7,94,10,550 42.52 Amalgamation, Total 18,67,70,370 100.00 TCL will stand dissolved without being
Slide 9: Share entitlement and exchange ratios; listing
• 1 (one) equity share of TCPL for every 22 (twenty-two) equity shares of TCL, in consideration for the demerger (as per the approved share entitlement ratio); and • 14 (fourteen) equity shares of TCPL for every 55 (fifty-five) equity shares of TCL, in consideration for the merger (as per the approv
Slide 10: Part B – Amalgamation
Part B – Amalgamation Sr. No Particulars i. Name of the entity(ies) Name of the Turnover Total net worth forming part of the entity (standalone) for (standalone) as on amalgamation/merger, the year ended March 31, 2021 details in brief such as, March 31, 2021 size, turnover etc. Tata Rs.7,154.36 Cro
Slide 11: Area of business of the entities
iii. Area of business of the TCPL, along with its subsidiaries, joint ventures and entity(ies) associates is inter alia engaged in the business of manufacturing, marketing, distribution and/ or sales of consumer products, with offerings across food and beverage categories which includes tea, coffee,
Slide 12: Press release: reorganization of India and overseas business
March 29, 2022 Tata Consumer Products announces reorganization of India and overseas business to simplify, align and synergize its business - Minority interests to be consolidated at Tata Consumer Products. Proposals announced today include: o Combining Tata Coffee’s business into Tata Consumer Prod
Slide 13: Composite Scheme of Arrangement
simplification initiatives, which will be undertaken following the receipt of requisite approvals and processes. Composite Scheme of Arrangement The Boards of Directors of Tata Consumer Products Limited and Tata Coffee Limited, at their respective meetings held on March 29, 2022, have approved the c
Slide 14: Management comments on the announcement
benefit from the resulting efficiencies and operational, administrative and financial synergies. Commenting on the announcements, Sunil D’Souza, MD & CEO, Tata Consumer Products said “The restructuring initiative is in line with Tata Consumer Products’ strategic priorities - to unlock synergies and
Slide 15: About Tata Consumer Products Limited
About Tata Consumer Products Limited Tata Consumer Products Limited is a focused consumer products company uniting the principal food and beverage interests of the Tata Group under one umbrella. The Company’s portfolio of products includes tea, coffee, water, RTD, salt, pulses, spices, ready-to-cook
Slide 16: Investor Presentation on Proposed Group Simplification
Investor Presentation on Proposed Group Simplification
Slide 17: Disclaimer
Disclaimer The contents of this presentation are for informational purposes only and are intended to provide only a broad overview of the proposed transactions. The presentation does not purport to be all inclusive or to provide the complete details of the proposed transactions, as may be required t
Slide 18: Agenda
Agenda Company Profile Creating Value for Shareholders Reorganization Mechanics Timelines Annexures 3
Slide 19: Company Profile
@1) Company Pro TATA CONSUMER PRODUCTS TATA COFFEE
Slide 20: Tata Consumer Products In a Nutshell
Tata Consumer Products In a Nutshell Integrated F&B #2 Branded Rs. 11.6K crore Company with rich Tea player globally consolidated revenue in heritage of Tata, FY21 aspiring for a larger share of FMCG world Largest salt brand in 2nd largest tea brand 4th largest tea brand India in India in UK & large
Slide 21: Tata Coffee
Tata Coffee Our Offerings Amongst world’s largest integrated coffee cultivation and processing companies Extractions/ Branded Green Instant Coffee Beans Second largest exporter of instant coffee Coffee Pepper Tea Largely international footprint Import - 15 countries; Export - 42 countries Exclusive
Slide 22: Creating Value for Shareholders
, o Qe = . : x z a : . . . . . oi « Dee @ Creating Val for Sharehold TATA CONSUMER PRODUCTS TATA COFFEE
Slide 23: Reorganization Plan
Reorganization Plan Proposed Transactions STRENGTHEN & ACCELERATE CORE BUSINESSES Consolidation of minority interest from Tata Coffee & TCP UK Group to TCPL #1 #2 DRIVE DIGITAL & INNOVATION TCL combines with TCPL /WOS Purchase of minority interest in of TCPL, through a composite UK business from Tat
Slide 24: Global simplification to unlock synergies & efficiencies
Global simplification to unlock synergies & efficiencies Operational efficiencies ► Align corporate structure with management & administrative structures 01 for management, legal & administrative costs ► Significant reduction in # of entities ► Converge the minority interests of subsidiaries at TCPL
Slide 25: Consolidation of legal structure to drive efficiencies
Consolidation of legal structure to drive efficiencies Current Structure Fully owned with other Minority Interests # - %age of TCPL FY21 consolidated revenue Tata Consumer Alignment of legal and management structures Branded Unbranded Tea Extractions Converge the minority interests of subsidiaries i
Slide 26: Unlocking potential synergies
Unlocking potential synergies Revenue and ● Unification of extraction business to increase geographical reach with wider Distribution variety of product offerings ● More efficient use of management bandwidth Manpower ● Optimization of cost structure as relevant to each business Synergies* Supply Cha
Slide 27: Reorganization Mechanics
. . - : G “ . . . . . . oe «| @) Reorganizati Mechanic TATA CONSUMER PRODUCTS TATA COFFEE
Slide 28: Announcement #1: TCPL - TCL Composite Scheme of Demerger & Merger
Announcement #1: TCPL - TCL Composite Scheme of Demerger & Merger Proposed Reorganization Step 1#: Merger Promoter Group 34.68% TCPL 1 2 Issue of Shares TCL Public 1 Demerger of plantation business into TBFL (New WOS) Step 2@: { TCL shareholders on record date would get in aggregate 3 equity shares
Slide 29: Beneficial for both sets of shareholders
Beneficial for both sets of shareholders participation in a larger branded consumer products business with an ambition to Broader Play become a full-fledged FMCG company For Tata Coffee Multiple Growth strategic initiatives to drive promising business outlook shareholders Engines Larger Market Cap w
Slide 30: Announcement #2: Purchase of Minority Interest in TCP UK from TEO (1/2)
Announcement #2: Purchase of Minority Interest in TCP UK from TEO (1/2) Investment in TCP UK Key Highlights of the Transaction Purchase of 10.15% stake in TCP UK resulting in 100% Promoter Group ownership in TCP UK Preferential issue of 74,59,935 equity shares 34.41%* As consideration, TCPL will iss
Slide 31: Announcement #2: Purchase of Minority Interest in TCP UK from TEO (2/2)
Announcement #2: Purchase of Minority Interest in TCP UK from TEO (2/2) 100% ownership in all core businesses of the Company Consolidate Enabler for efficient reorganization of international businesses Realign Share issuance at same valuation as that of the transactions contemplated under the scheme
Slide 32: Timeline
(04) Timeline TATA CONSUMER PRODUCTS TATA COFFEE
Slide 33: Key indicative activities and timelines
Key indicative activities and timelines Year Mar- FY23 FY24 onwards 2022 Board Approval for scheme & Preferential Issue Filing of scheme with the stock exchanges Shareholders’ meeting to consider approval for Preferential Issue Preferential Issue of shares* Receipt of no-objection letter from the st
Slide 34: Annexure
08) Annexure TATA CONSUMER PRODUCTS TATA COFFEE
Slide 35: Advisors
Advisors Tata Consumer Products Limited Financial Advisor & Fairness Opinion Provider Tata Coffee Limited Fairness Opinion Provider Tax Advisor Legal Advisor Cyril Amarchand Mangaldas SSPA Valuation Advisors & Co. 20
Slide 36: Abbreviations
Abbreviations TCPL Tata Consumer Products Limited TCL Tata Coffee Limited TBFL TCPL Beverages and Foods Limited TCP UK Tata Consumer Products UK Group Limited TEO Tata Enterprises (Overseas) AG EOC Eight O’ Clock Coffee APPL Amalgamated Plantations Private Limited KDHP Kanan Devan Hills Plantations
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