Thai Beverage Public Co., Ltd. · SGX:Y92
Thai Beverage Public — Thai Beverage — Merger or Acquisition (July 2024)
30 slides from Thai Beverage Public's merger presentation, Jul 18, 2024
Slide 1: Proposed Share Swap between Thai Beverage PLC and TCC Assets Limited
ENGTH , ot Saanos | Reg wt / Proposed Share Swap between Thai Beverage PLC and TCC Assets Limited 18 July 2024
Slide 2: Agenda
Agenda Wn RWN Transaction Overview Rationale Valuation and Pricing Considerations EGM Shareholder Approval and Important Dates Frequently Asked Questions
Slide 3: 1. Transaction Overview
<RENGTHE,, ST IRANDS 1 REN, SUsTaimaave * 1. Transaction Overview TOR ThaiBev —_> ee beverage: sABECO
Slide 4: Key Commercial Terms of the Transaction
Key Commercial Terms of the Transaction Transaction * Thai Beverage PLC (ThaiBev, or the Company), through its indirect wholly-owned subsidiary, InterBev Investment Limited (IBIL), Summary has entered into a conditional share swap agreement (Share Swap Agreement) with TCC Assets Limited (TCCAL), und
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 The Proposed Share Swap will increase ThaiBev's stake in F&N from approximately 28.31% to 69.61% and fully divest ThaiBev’ ndirect stake in F
Slide 6: 2. Rationale
2. Rationale <RENGTHEW, Nos | ee St gnans | reg 4, 3 ° Aye ong SEORMP S 4 : GRAND International S$ ROYAL Beverage SABECO
Slide 7: Proposed Share Swap will cement ThaiBev's Position as a Leading Pure-Play Beverage and Food Business
Proposed Share Swap will cement ThaiBev’s Position as a Leading Pure-Play' Beverage and Food Business in Southeast Asia and exit from the property business Non-Alcoholic Beverages (“NAB”) Spirits We offera Diversified 3?” Diverse Product Ve Portfolio of Portfolio to Quality Spirits 5 Di is z Satisfy
Slide 8: Transaction Rationale
Transaction Rationale @ BUILD new capabilities * Deepen ThaiBev’s exposure to high growth NAB and Dairy segments * F&N’s strong brand portfolio and the AgriValley project will equip ThaiBev with critical competitive advantages in NAB and Dairy 2) STRENGTHEN ThaiBev’s number one position * Cement Tha
Slide 9: 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 F&N’s strong brand portfolio and AgriValley project will equip segments ThaiBev with critical competitive advantages in NAB and Dairy
Slide 10: Revenue comparison with regional beverage and food peers
335,766 278,532 247,008 157,343 114,731 104,178 57,234 ThaiBev San Miguel F&B Indofood CBP Masan Group Universal Robina F&N
Slide 11: 2. STRENGTHEN ThaiBev's Number One Position, with a More Balanced Portfolio Across the Region
2. STRENGTHEN ThaiBev’s Number One Position, with a More Balanced Portfolio Across the Region Bolster ThaiBev’s resilience Through Economic and Product Cycles Through Greater Diversification of Business Segments and Countries Increase in revenue contribution from NAB and Food segments from 14.2% to
Slide 12: 2. STRENGTHEN ThaiBev's Operational Capabilities
2. STRENGTHEN ThaiBev’s Operational Capabilities Realise Operational Synergies 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 Rationalisation of infrastructure networks, including distri
Slide 13: 2. STRENGTHEN ThaiBev's Financial Position
2. STRENGTHEN ThaiBev’s Financial Position Earnings Accretive and Improves Debt to EBITDA metrics 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 Earnings per share (EPS) For the Last Twelve Months (THB/sh
Slide 14: 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 higher valuation multiple LTM 31 March 2024 EV/EBITDA y» ~< Potential to re-rate 10.4X 15.2X 9.8X 6.8X ThaiBev Food Beer Spirits F&N’s key businesses Source: Capital IQ as at 1
Slide 15: 3. Valuation and Pricing Considerations
a RENGTHEW, oT faanos 1 rest SUsTaimaave * FORM 3. Valuation and Pricing Considerations c “4 Interssonat s GRAND wre” saeco ROYAL
Slide 16: P/NAV of F&N and FPL
P/NAV 1.00x 0.80x 0.54x 0.60x 0.40x 0.20x 0.33x - 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 17: Swap Ratio was Agreed Following Robust Valuation Assessment and Extensive Negotiations
Swap Ratio was Agreed Following Robust Valuation Assessment and Extensive Negotiations between IBIL and TCCAL Negotiated Price om GN 7 renee S$3.55 5$1.89 The agreed swap ratio based on the Negotiated Price is at 1.88x (approximately 1.88 FPL Shares for each F&N Share ) WV Copyright © Thai Beverage
Slide 18: Negotiated Price of F&N is within the Fair Value Range Determined by the FA
Negotiated Price of F&N is within the Fair Value Range Determined by the FA (Cae (2028 Magee S$3.55 Sum-of-the-Parts Set of Peer Peer Valuation Components Comparables Multiples! Bases and benchmarks used for the J = valuation Regional Beverage & Dairy? ranges Unlisted Beverage & Dairy : 3 PMeiesscs
Slide 19: Negotiated Price of FPL is within the Fair Value Range Determined by the FA
Negotiated Price of FPL is within the Fair Value Range Determined by the FA Negotiated Price Bases and benchmarks| considered for the valuation ranges 1. Based on selected Singapore precedent take-private transactions of: (i) Global Dragon Limited announced on 10 Feb 2023; (ii) Chip Eng Seng Corpora
Slide 20: 4. EGM Shareholder Approval and Important Dates
a RENGTHEW, ST IRANDS 1 REN, SUsTaimaave * 4. EGM Shareholder Approval and FORM important Dates ThaiBev => 1 ee beverage: sABECO
Slide 21: EGM Shareholder Approval and Important Dates
EGM Shareholder Approval and Important Dates No less than 24 hrs before meeting time or before meeting Mid September meeting 2024 date \ starts e@ Announcement Despatch of To return Voting To submit EGM of the Proposed EGM Circular Instruction Form signed proxy Share Swap (VIF) to CDP for form to Th
Slide 22: 5. Frequently Asked Questions
<RENGTHE,, ST IRANDS 1 REN, SECO p 5. Frequently Asked Questions en ThaiBev = 4 Qe Sete beverage: sABECO
Slide 23: Frequently Asked Questions
Frequently Asked Questions Q1: How does this share swap benefit ThaiBev shareholders? * The Proposed Share Swap will allow the Company to attain majority shareholding, approximately 70%, in F&N with no cash outlay, to become a pure-play beverage and food business. * Accelerate Companu’s progress tow
Slide 24: Frequently Asked Questions
Frequently Asked Questions Q2: How were the negotiated price of F&N (S$3.55) and FPL (S$1.89) determined, in arriving at the Swap Ratio? * The Swap Ratio was agreed following a robust valuation assessment, and extensive negotiations between IBIL and TCCAL. * The negotiated prices were supported by e
Slide 25: Frequently Asked Questions
Frequently Asked Questions Q3: Why did you not use market prices? * Market prices have limited reference value as F&N and FPL Shares have: A. low historical trading liquidity based on average daily trading volume (ADTV) as % of free float (>90% lower than that of STI constituents); and B. historical
Slide 26: Frequently Asked Questions
Frequently Asked Questions Q4: How will things change once F&N becomes a subsidiary? From an operational as well as numbers perspective? Are there any additional synergies? * ThaiBev has held a significant strategic stake in F&N for over a decade, and is familiar with F&N’s management and operations
Slide 27: Frequently Asked Questions
Frequently Asked Questions Q5: What is the anticipated timeline for the Proposed Share Swap? * The Parties are working towards completion by 30 September 2024, subject to the satisfaction or waiver of conditions precedent in respect of the Proposed Share Swap. * Indicative timeline as follows: mazes
Slide 28: Frequently Asked Questions
Frequently Asked Questions Q6: What will be the financial impact (on B/S, P/L, financial ratio) after the transaction (consolidation of F&N)? * EPS accretive (+4.3% for Pro Forma LTM Mar 2024) and improves net IBD-to-EBITDA (3.16x to 3.02x for Pro Forma 31 Mar 2024). Marginal increase in IBD to Equi
Slide 29: Frequently Asked Questions
Frequently Asked Questions Q7: Are there any plans to privatize F&N in the future, considering that Oishi has already been delisted and you are progressing towards delisting Sermsuk? * ThaiBev believes that there is merit for F&N to remain a separately listed entity given its strong brand value and
Slide 30: Nv” an N
4 Nv” an 4 N SEORM pm (N OF SD 2 3S, oe Copyright © Thal Public Company Lim