| For Immediate Release | 28 June 2023 |
The proposed consideration represents an attractive valuation of 12.4 times Swire Coca-Cola, USA's 2022 Adjusted EBITDA of approximately HK$2.5 billion. The Company is expected to record a gain of approximately HK$22.8 billion upon disposal.
Upon completion of the Transaction, which is conditional upon the approval of independent shareholders, the Company proposes to distribute to its shareholders a substantial portion of the net proceeds from the Transaction in the form of a special dividend of approximately HK$11.7 billion (equivalent to HK$8.120 per ‘A' share and HK$1.624 per ‘B' share based on the number of shares in issue as at the date of this press release), representing approximately 50% of the gain on disposal, which would be larger than the sum of the dividends paid over the last three financial years.
The significant net proceeds from the Transaction will serve to materially reduce the Company's net debt, further strengthen its balance sheet and enhance its financial flexibility. The Company intends to apply the remainder of the net proceeds to fund future investments in its core divisions in Greater China and South East Asia, as well as new growth areas in those markets.
In connection with the Transaction, Swire Coca-Cola Limited (SCCL), Swire Coca-Cola, USA and JS&SL will enter into a Management Services Agreement for the provision of management and administrative support services by SCCL in respect of Swire Coca-Cola, USA. The Management Services Agreement will enable the beverages division of the Company to continue to strengthen its global franchise relationship with The Coca-Cola Company covering a sizeable franchise population of 882 million across four countries and provide an additional income stream to SCCL via the management fee.
The Coca-Cola Company has authorised Swire Coca-Cola, USA to retain all of its rights under its existing bottling agreements after the change in ownership.
Guy Bradley, Chairman of Swire Pacific, said, "This transaction represents an attractive valuation that results in a gain of approximately HK$22.8 billion on disposal, the biggest profit ever realised by Swire Pacific. This allows us to provide immediate value to our shareholders by returning approximately half of this gain by way of a special dividend. It is also consistent with our strategic focus on Greater China and South East Asia, where we remain committed to executing our exciting investment pipeline."
Morgan Stanley acted as financial advisor to the Company. Goldman Sachs acted as financial advisor to the independent board committee of the Company. Somerley Capital Limited has been appointed as the independent financial advisor. Advice was also received from Moelis & Co. Rothschild & Co acted as sole financial advisor to John Swire & Sons Limited.
The Transaction is subject to the approval by independent shareholders of the Company at a general meeting. The proposal to declare and pay the special dividend is subject to approval by the board of directors of the Company.
A webcast to discuss the Transaction will be held today at 6:30pm HKT hosted by Swire Pacific management. The webcast can be accessed via https://events.novaweb.live/swirepacific_investorbriefing_archive/presentation-qa-archive and a replay will be available on www.swirepacific.com afterwards.
About Swire Pacific Limited
Swire Pacific (HKEX: 00019/00087) is a Hong Kong-listed international conglomerate with a diversified portfolio of market leading businesses. The company has a long history in Greater China, where the name Swire or Taikoo (太古) has been established for over 150 years. Swire Pacific's strategy is focused on Greater China and South East Asia, where we seek to grow our core businesses of Property, Beverages, and Aviation, as well as new areas of growth such as healthcare and sustainable foods. Swire Pacific is the largest shareholder in two other listed companies in Hong Kong: Swire Properties Limited and Cathay Pacific Airways Limited. Swire Pacific is listed on the Hang Seng Corporate Sustainability Index, the Dow Jones Sustainability Asia Pacific Index and the MSCI All Country World Index (ACWI) ESG Leaders Index.
Visit Swire Pacific's website at www.swirepacific.com.
About John Swire & Sons Limited
John Swire & Sons Ltd (JS&SL) is a private investment holding company established in 1816 and headquartered in the United Kingdom. It owns a highly diversified global portfolio of companies in a wide range of geographies and industry sectors. Within Asia, Swire’s activities come under the group’s publicly quoted arm Swire Pacific Limited. Outside Asia the majority of JS&SL’s businesses are unlisted and wholly owned, with a significant presence in the United Kingdom, United States, European Union and Papua New Guinea. Its deep sea shipping businesses operate globally, but with a particular focus on Australasia and the South Pacific.
About Swire Coca-Cola, USA
Swire Coca-Cola, USA produces, sells and distributes Coca-Cola and other beverages in 13 states across the western United States, including parts of Arizona, California, Colorado, Idaho, Kansas, Nebraska, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington, and Wyoming, with a franchise population of approximately 30 million.
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