Investor Roadshow Presentation. October-November 2012

Transcription

1 Investor Roadshow Presentation October-November

2 Disclaimer Disclaimer This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any transferable securities referred to in this document except on the basis of information contained in a prospectus or offering circular prepared for that purpose and published in connection with the admission of any ordinary shares of Coca-Cola HBC AG to the premium segment of the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange plc s main market for listed securities. Copies of any such prospectus or offering circular are expected, following publication, to be available from Coca-Cola HBC AG s website at This document has not been issued for circulation to the general public. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. This document and any accompanying oral presentation (together, the Presentation ) is being provided for informational purposes only and is subject to updating, revision, verification and amendment. The information and opinions contained or discussed in this Presentation do not purport to be full or complete and do not constitute investment advice. No reliance may be placed for any purpose on the information and opinions contained or discussed in this Presentation. No representation, warranty or undertaking, express or implied, is made as to the fairness, accuracy or completeness of the information or opinions contained or discussed in this Presentation, by or on behalf of Coca-Cola Hellenic or Coca-Cola HBC AG (including, without limitation, their directors, officers, employees, partners, agents, representatives, members, affiliates and advisers) and (to the fullest extent permitted under law) no liability or responsibility is accepted by such persons for the accuracy, fairness or completeness of any such information or opinion. The Presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for or purchase any securities of Coca-Cola HBC AG or Coca-Cola Hellenic Bottling Company S.A. (including without limitation an offering prospectus within the meaning of Article 652a of the Swiss Code of Obligations) and shall not form the basis of, or be relied on in connection with, any offer or commitment whatsoever. Any potential offer of securities would be based on a prospectus or offering circular prepared for that purpose. This Presentation is being made solely to and directed solely at a limited number of invited institutions who: (A) if in the United States are qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act of 1933 (the Securities Act ); (B) if in the European Economic Area, are persons who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended) ( Qualified Investors ); and (C) if in the United Kingdom are persons (i) having professional experience in matters relating to investments so as to qualify them as investment professionals under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ); and (ii) falling within Article 49(2)(a) to (d) of the Order; and/or (D) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (A), (B), (C) and (D) together being Relevant Persons ). If you have received a copy of this document and you are not a Relevant Person you must return it immediately to Coca-Cola Hellenic or Coca-Cola HBC AG. 2

3 Disclaimer Any securities that may be offered or sold may not be registered under the Securities Act or the securities laws of any U.S. state and may be placed in reliance on exemptions from the registration requirements of the Securities Act and such state laws. Any securities so placed would be subject to restrictions on transferability and resale and would not be permitted to be transferred or resold except as permitted under the Securities Act and such state laws pursuant to registration or exemption therefrom. No securities of Coca-Cola HBC AG or Coca-Cola Hellenic have been approved or disapproved by the U.S. Securities and Exchange Commission, any U.S. state securities commission or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any offering of securities of Coca-Cola HBC AG or Coca-Cola Hellenic or the accuracy or adequacy of the Presentation. Any representation to the contrary may be a criminal offense in the United States. The Presentation contains forward-looking statements that involve risks and uncertainties. These statements may generally, but not always, be identified by the use of words such as believe, outlook, guidance, intend, expect, anticipate, plan, target and similar expressions to identify forward-looking statements. All statements other than statements of historical facts, including, among others, statements regarding expected take-up of the exchange offer described herein; plans for Coca-Cola Hellenic and for Coca-Cola HBC AG following completion of the exchange offer; planned times and places of listings of the ordinary shares and American depositary shares of Coca-Cola HBC AG; planned de-listings and U.S. de-registration of the ordinary shares and American depositary shares of Coca-Cola Hellenic; Coca-Cola Hellenic s future financial position and results; Coca-Cola Hellenic s outlook for 2012 and future years; business strategy; the effects of the global economic slowdown; the impact of the sovereign debt crisis, currency volatility, Coca-Cola Hellenic s recent acquisitions, and restructuring initiatives on Coca-Cola Hellenic s business and financial condition; Coca-Cola Hellenic s future dealings with The Coca-Cola Company; budgets; projected levels of consumption and production; projected raw material and other costs; estimates of capital expenditure and plans and objectives of management for future operations, are forward-looking statements. You should not place undue reliance on such forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. Actual results and events could differ materially from those anticipated in the forward-looking statements for many reasons. Although Coca-Cola HBC AG and Coca-Cola Hellenic believe that, as of the date of this document, the expectations reflected in the forward-looking statements are reasonable, Coca-Cola HBC AG and Coca-Cola Hellenic cannot assure you that future events will meet these expectations. Moreover, neither Coca-Cola HBC AG nor Coca-Cola Hellenic nor any other person assumes responsibility for the accuracy and completeness of the forwardlooking statements. After the date of the Presentation, neither Coca-Cola HBC AG nor Coca-Cola Hellenic will necessarily update any of these forwardlooking statements to conform them either to actual results or to changes in expectations. No copy of this document will be left behind after this meeting. By attending the presentation to which this document relates or by accepting this document you will be deemed to have represented, warranted and undertaken that: (i) you are a Relevant Person (as defined above); and (ii) you have read and agree to be bound by the foregoing limitations. 3

4 Hellenic is one of the largest Coca-Cola Cola bottlers globally Volume 2.1bn uc Sales $9.0bn Volume 1.4bn uc Sales $8.3bn Volume 0.8bn uc Sales $1.9bn Coca-Cola Hellenic Coca-Cola Enterprises Coca-Cola Femsa Volume 0.6bn uc 2011 Sales $5.0bn Coca-Cola Amatil Coca-Cola Icecek Volume 2.6bn uc Sales $9.1bn FY 2011 results based on publicly available information 4

5 The Coca-Cola Cola System: Partners in growth Brand ownership Concentrate supply Brand development Consumer marketing Creating demand Leveraging the unique strength of the System Bottling production Sales distribution Customer management Channel development In-outlet execution Demand Fulfillment Investment in production facilities, equipment, vehicles 60 years of successful partnership 5

6 Shareholder structure Free float 54% Kar-Tess Holding S.A. 23% The Coca-Cola Company 23% Bottlers agreements in place for each of the countries in which we operate until December 2013, with commitment by The Coca-Cola Company to renew these agreements until

7 A diverse and balanced country portfolio Population: 78 mio Population: 401 mio Population: 89 mio 2011 Market Split Volume unit cases 34% 19% 47% Total = 2,083 M U.C. Net sales revenue 41% 17% 42% Total = 6,854 M Comparable EBIT 47% 14% 39% Total = 541 M 7

8 Our extensive territorial reach offers a balanced volume profile 2011 volume by country Other developing 7% Other emerging 6% Russia 16% Other established 8% Serbia 4% Switzerland 4% Hungary 4% Ukraine 5% Italy 15% Nigeria 9% Greece 6% Romania 8% Poland 8% 8

9 Meeting consumer needs with a diverse product portfolio Water 6% Still beverages 4% Tea Juice 5% 6% Juice 9% Other Still 1% bn u.c 1.2bn u.c Water 20% bn u.c Sparkling beverages 90% Low-calorie sparkling beverages 6% Sparkling beverages 62% 9

10 Play to Win 10

11 We have a clear framework to achieve our strategic priorities 11

12 The 4C s are key elements in our strategy execution Consumer Relevance Customer Preference Cost Leadership Community Trust Brand Priorities (Purpose driven Brands) OBPPC Single Serves Innovation Joint Value Creation Customer Care Centers Marketplace Execution (RED, Hellenic Goodmorning Meeting) Infrastructure optimization Cost Ownership SAP Wave II exploitation Shared Services Management of Working Capital Consumer Based Marketing Social Equity Community Contribution CSR Leadership Market the Category 12

13 Consumer relevance 13

14 We have clear category priorities 40% Incremental Volume and Value by total Category: (Coca-Cola Hellenic territories only) % of incremental volume % of incremental value 30% 20% 10% 0% Sparkling Water Juices RTD-Tea Energy Sports Drinks Source: 2011 Canadean, Company estimates Note: Excludes Armenia & FYROM; Excludes bulk water, dairy / soy beverages and other non-carbonated beverages 14

15 and purpose driven brands Water Sparkling Leverage Trademark Coca-Cola with focus on Regular and Zero Increase per capita consumption Further grow Fanta, focusing on orange flavour Drive Sprite Beverages Drive Growth Single-serve focus, OBPPC Focus on profitability, capitalising on strong local brands Single serve packs Flavoured water and HORECA Juice Nestea Selective approach Focus on increasing market penetration and trial Bring new people to the category through sampling, innovation Best tasting products with premium quality Leverage strong brand equity in Cappy, Amita, Dobry Innovation burn - Monster Selective approach driven by stage of development of local energy category 15

16 Our OBPPC strategy is a key tool of revenue growth management Defines the right price point by package and product targeting different consumption occasions to increase category revenue The 3 key objectives: More shoppers More often 1 2 INCIDENCE FREQUENCY Occasion Brand Package More volume per purchase 3 UPSIZE Price Channel 16

17 Customer preference 17

18 CustomerCustomer-Centricity Our Customer-centric vision: Coca-Cola Hellenic is easy to do business with, gets everything right the first time, adds value on every occasion, and is my # 1 supplier of choice choice PA&C = Public Affairs & Communications EIT = Enterprise Information Technology 18

19 We are driving 4 key initiatives to enhance collaboration and value Collaboration Joint Value Creation An advanced program and process to collaborate with customers and create joint value Execution Right Execution Daily A 360 o process for measuring and improving in-market execution Customer Care Center An organization and a set of processes to service our customers (active selling, cold drink equipment management, complaint resolution) Enabler Hellenic Good Morning Meeting Daily team meeting designed to build a sustainable selling culture 19

20 Cost leadership 20

21 Optimising our cost base to enhance competitiveness Infrastructure optimisation Warehouse/ Logisitics excellence Manage OPEX and Working Capital 21

22 SAP is a key enabler for enhancing capabilities and improving efficiencies Manufacturing Increase in service line efficiencies Reduced manufacturing overhead Improved demand planning Logistics Truck usage optimisation Improved product traceability Commercial capabilities Customer segmentation Profitability at outlet/customer level Inventory priority for customers Call frequency/ route planning optimisation 22

23 Moving transactional processes to shared services Benefits: Leverage SAP benefits Improve productivity Enhance business support Improve internal control / governance Enable local management to focus on value added activities Roll Out: Live in 5 countries for key Finance and HR functions Integration of more countries and processes planned followed by best practice application 23

24 Strong and sustained cash flow generation Guidance In we generated 1.5bn free cash flow, exceeding our guidance of 1.2bn 1.5bn Capital Expenditure Guidance : 1.40bn : 1.35bn : 1.45bn Free Cash Flow* in Billion Euros * Free Cash Flow: EBITDA minus taxes paid, plus change in working capital, minus capex. 24

25 Conservative financial profile Credit ratings Net debt/ebitda Moody s: L/T Baa1, S/T P2, negative outlook S&P: L/T BBB+, S/T A2, credit watch negative Gearing ratio Diversified bond maturity profile Eur Revolving Credit Facility (Eur ( Eur) USD Notes: Gearing ratio: Net debt to Total Net Capital; ratios based on comparable figures 25

26 Solid track record of returning value to shareholders In million Euros In the last 11 years we have returned to our shareholders total cash of approximately 1.9 billion 26

27 Community trust 27

28 An industry leader in sustainability Member 2010/11 For a fourth consecutive year Coca-Cola Hellenic is included in the Dow Jones Sustainability Indexes (DJSI) both the Dow Jones Sustainability World Index and Dow Jones STOXX Sustainability Index. Launched in 1999, the DJSI are the first global indexes tracking the financial performance of the leading sustainability driven companies worldwide. Coca-Cola Hellenic is listed on the FTSE4Good index, which recognises the performance of companies that meet globally accepted corporate social responsibility standards to facilitate investment in ethical and socially responsible companies. GRI A+ With our 2010 Social Responsibility Report, we were the only European non-alcoholic ready-to-drink beverage company to achieve GRI A+ ranking for comprehensiveness and transparency. In 2011 we established a cross sector external stakeholder panel to review and provide critical assessment of our sustainability reporting. 28

29 Voluntary Share Exchange Offer Overview 29

30 Key Transaction Terms Type of Offer Voluntary share for share exchange offer for 100% of Coca-Cola Hellenic Bottling Company SA ( CCH CCH ) shares ( SEO SEO ) Offeror: Coca-Cola HBC AG ( CCHBC AG ), an entity incorporated in Switzerland 90% minimum acceptance condition Listings of CCHBC AG Applied for a listing on the premium segment of the LSE CCHBC AG ADS program to replace the current ADS program in NYSE Will seek a parallel ATHEX listing Shares subject to SEO All CCH ordinary shares All CCH American Depositary Shares ( ADSs ADSs ) Shareholder Support 61% of our shareholders support the transaction and intend to tender their CCH shares for CCHBC AG shares Commitment by The Coca-Cola Company to renew Bottlers Agreements until 2023 Consideration 1 share or ADS in CCHBC AG for 1 CCH share or ADS Opinion of CCH s Board of Directors CCH's board reached the conclusion that the Exchange Offer is in the best interests of CCH and all of the holders of CCH Shares and ADSs, in their capacity as such CCHBC AG is launching the exchange offer in order to facilitate the listing of CCH on the premium segment of the LSE 30

31 Transaction Rationale Listing location better reflects CCH s international profile The LSE is a more appropriate trading platform, in light of: CCH s geographic footprint in 28 countries across 3 continents The international profile of CCH s shareholder structure Affirms CCH as an international blue-chip stock Unlocking our future potential The LSE represents the largest and most liquid equity market in Europe with the largest number of international listed stocks and funds dedicated to multinational companies Presence of more relevant peers expected to provide valuation benchmark and broaden sell-side coverage Improve liquidity and access to capital markets Expected to improve liquidity of the stock due to enhanced investor awareness Potential Inclusion in the FTSE UK Index Series (including the FTSE 100 Index) may attract significant amount of passive tracking demand The LSE represents a premier fund raising platform The rationale for the proposed transaction is compelling as it is designed to unlock value for all shareholders of CCH 31

32 Benefits to Shareholders of Listing on the Premium Segment of the LSE Largest and most liquid equity market in Europe (1) Largest equity market in Europe Most liquid equity market in Europe Largest investor pool for int l companies Premier fund raising platform Total market capitalisation (1) : 2,703bn Average daily trading value: 7,1bn Int l equity assets under management: 941bn New equity capital over the last 10yrs: 462bn Listing location of choice for international stocks A natural listing venue for companies with international operations European exchange with largest number of international listed stocks (587 (2) companies, representing 21% (2) of all companies listed on the LSE) Most comprehensive set of listed international Food & Beverage companies provides valuation benchmark for CCH FTSE index inclusion to increase trading liquidity Potential Inclusion in the FTSE UK Index Series (including the FTSE 100 Index) is expected to enhance trading liquidity in the short-term due to automatic stock purchases by index tracker / passive funds in the long-term due to demand from active investors as a result of inclusion into the FTSE as a core benchmark A LSE premium listing will provide CCH with a high-profile, liquid trading venue and access to a wide pool of high quality investors (1) Domestic companies only (2) Source: World Federation of Exchanges as of 31 August 2012 and London Stock Exchange. FX rates: EUR/USD = and EUR/GBP = , as of 31 August

33 In summary 33

34 Key strategic priorities in 2012 Continue to win in the marketplace Revenue Growth Management Cost Leadership / Free Cash Flow Generation 34

35 Coca-Cola Cola Hellenic remains well positioned for sustainable success Strong track record of winning in the marketplace with sparkling share gains in 25 out of 28 countries in 2011 Continuing to invest behind our brands Commercial strategy focused on driving value ahead of volume Focused on cost leadership Continued solid free cash flow generation Our markets offer attractive long-term growth potential Exchange offer by CCHBC AG to facilitate listing on the premium segment of the LSE 35

36 For further information on Coca-Cola Hellenic please visit our website at: or contact our Investor Relations team

37 Appendix: Latest Financials 37

38 Six Months 2012: P&L highlights (reported) EURO (million) Six Months 2012 Six Months vs 2011 Volume (million u.c.) 1, , % Net Sales Revenue 3, , % Gross Profit 1, , % Operating Expenses (1,049.5) (1,051.1) 0% Restructuring Costs (17.6) (16.8) 5% Operating Profit (EBIT) % Net Profit % EBITDA % Gross Profit Margin 36.0% 38.3% EBIT Margin 5.0% 6.8% EBITDA Margin 10.7% 12.5% 38

39 Six Months 2012: P&L highlights (comparable) EURO (million) Six Months 2012 Six Months vs 2011 Volume (million u.c.) 1, , % Net Sales Revenue 3, , % Gross Profit 1, , % Operating Expenses (1,049.5) (1,051.1) 0% Operating Profit (EBIT) % Net Profit % EBITDA % Gross Profit Margin 36.2% 38.3% EBIT Margin 5.6% 7.3% EBITDA Margin 11.3% 13.0% (*) Financial indicators on a comparable basis exclude the recognition of restructuring costs and unrealised commodity hedging results. 39

40 Six Months 2012: Gross Profit (reported) EURO (million) Six Months 2012 Six Months vs 2011 Net Sales Revenue 3, , % Cost of Sales (2,195.1) (2,095.9) 5% Gross Profit 1, , % Net sales revenue per unit case was up by 12 cent ( 4%) vs 2011 Cost of sales per unit case was up by 15 cents (7%) vs 2011 Gross profit per unit case decreased by 3 cents (-2%) vs 2011 Gross profit margin decreased by 220bps to 36.0% 40

41 Six Months 2012: Opex per unit case (comparable) EURO Six Months 2012 Six Months vs 2011 Sales % Marketing % Warehouse / Distribution % Administration % Total operating expenses % (*) Financial indicators on a comparable basis exclude the recognition of restructuring costs incurred. Discrepancies in growth rates are due to rounding. 41

42 Six Months 2012 : Net Profit (reported) EURO (million) Six Months 2012 Six Months vs 2011 Operating profit (EBIT) % Finance costs & other (43.1) (44.0) -2% Profit before tax % Tax (34.7) (51.2) -32% Minority interests (0.9) (4.2) -79% Net Profit % Earnings per Share (in euros) % 42

43 Six Months 2012: Net Profit (comparable) EURO (million) Six Months 2012 Six Months vs 2011 Operating profit (EBIT) % Finance costs & other (43.1) (44.0) -2% Profit before tax % Tax (38.6) (54.5) -29% Minority interests (0.9) (4.2) -79% Net Profit % Earnings per Share (in euros) % (*) Financial indicators on a comparable basis exclude the recognition of restructuring costs and unrealised commodity hedging results. 43

44 Six Months 2012: Free Cash Flow 2012 Six Months Six Months vs 2011 EURO (million) Adjusted EBITDA* (57.4) Change in Working Capital (63.1) (99.9) 36.8 Tax paid (37.1) (38.6) 1.5 Loss / (Gain) on asset disp. 2.0 (2.6) 4.6 Cash Flow from operations (14.5) Net capital expenditure (173.8) (166.5) (7.3) Free Cash Flow (21.8) (*) We define adjusted EBITDA as operating profit before deductions for depreciation (included both in cost of goods sold and in operating expenses), impairment of property, plant and equipment, stock option compensation, impairment of intangible assets, amortisation of and adjustments to intangible assets and other non-cash items. 44

45 Six Months 2012: Balance sheet EURO (million) 29-Jun Dec-11 Total non-current assets 5, ,185.1 Inventories Trade and other receivables 1, ,122.4 Cash and equivalents Total current assets 2, ,050.0 Total assets 7, ,235.1 Short-term borrowings Other current liabilities 2, ,599.9 Total current liabilities 2, ,921.4 Long-term borrowings 1, ,934.5 Other non-current liabilities Total non-current liabilities 2, ,400.5 Total equity 2, ,913.2 Total equity and liabilities 7, ,

46 Q2 2012: P&L highlights (reported) EURO (million) Q Q vs 2011 Volume (million u.c.) % Net Sales Revenue 1, , % Gross Profit % Operating Expenses (553.7) (557.2) -1% Restructuring Costs (4.2) (6.7) -37% Operating Profit % Net profit % EBITDA % Gross Profit Margin 37.1% 39.3% EBIT Margin 9.2% 10.8% EBITDA Margin 14.3% 15.8% 46

47 Q2 2012: P&L highlights (comparable) EURO (million) Q Q vs 2011 Volume (million u.c.) % Net Sales Revenue 1, , % Gross Profit % Operating Expenses (553.7) (557.2) -1% Operating Profit (EBIT) % Net Profit % EBITDA % Gross Profit Margin 37.4% 39.3% EBIT Margin 9.7% 11.2% EBITDA Margin 14.7% 16.0% (*) Financial indicators on a comparable basis exclude the recognition of restructuring costs and unrealised commodity hedging results. 47

48 Q2 2012: Gross Profit (reported) EURO (million) Q Q vs 2011 Net Sales Revenue 1, , % Cost of Sales (1,255.0) (1,201.4) 4% Gross Profit % Net sales revenue per unit case was up by 13 cents (4%) vs Q Cost of sales per unit case increased by 15 cents (8%) vs Q Gross profit per unit case decreased by 3 cents (2%) vs Q Gross profit margin decreased to 37.1% from 39.3% (a decrease of 220 bps versus last year) 48

49 Q2 2012: Opex per unit case (comparable) EURO Q Q vs 2011 Sales % Marketing % Warehouse / Distribution % Administration % Total operating expenses % (*) Financial indicators on a comparable basis exclude the recognition of restructuring costs. Discrepancies in growth rates are due to rounding. 49

50 Q2 2012: Net Profit (reported) EURO (million) Q Q vs 2011 Operating profit % Finance costs & other (21.5) (24.6) -13% Profit before tax % Tax (40.8) (45.1) -10% Minority interests (0.8) (3.2) -75% Net profit % Earnings per Share (in euros) % 50

51 Q2 2012: Net Profit (comparable) EURO (million) Q Q vs 2011 Operating profit % Finance costs & other (21.5) (24.6) -13% Profit before tax % Tax (43.2) (46.2) -6% Minority interests (0.8) (3.2) -75% Net profit % Earnings per Share (in euros) % (*) Financial indicators on a comparable basis exclude the recognition of restructuring costs and unrealised commodity hedging results. 51