Tata Consumer Products Limited · NSE:TATACONSUM
Tata Consumer Products — Merger or Acquisition (March 2022)
21 slides from Tata Consumer Products's merger presentation, Mar 1, 2022
Slide 1: Investor Presentation on Proposed Group Simplification
Investor Presentation on Proposed Group Simplification
Slide 2: 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 3: Agenda
Agenda Company Profile Creating Value for Shareholders Reorganization Mechanics Timelines Annexures 3
Slide 4: Company Profile
@1) Company Pro TATA CONSUMER PRODUCTS TATA COFFEE
Slide 5: 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 6: 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 7: Creating Value for Shareholders
, o Qe = . : x z a : . . . . . oi « Dee @ Creating Val for Sharehold TATA CONSUMER PRODUCTS TATA COFFEE
Slide 8: Reorganization Plan: Proposed Transactions
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 9: 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 10: 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 11: 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 12: Reorganization Mechanics
. . - : G “ . . . . . . oe «| @) Reorganizati Mechanic TATA CONSUMER PRODUCTS TATA COFFEE
Slide 13: 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 14: 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 15: 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 16: 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 17: Timeline
(04) Timeline TATA CONSUMER PRODUCTS TATA COFFEE
Slide 18: 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 19: Annexure
08) Annexure TATA CONSUMER PRODUCTS TATA COFFEE
Slide 20: 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 21: 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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