TIDMCCR
C&C Group Plc("C&C" or the "Group")
Acquisition of Matthew Clark and Bibendum
Dublin, London |4 April2018: C&C announces that with the
support of AB InBev, it is in advanced discussions to acquire the
entire issued share capital of Matthew Clark (Holdings) Limited and
Bibendum PLB (Topco) Limited and their subsidiary businesses
Catalyst, Peppermint, Elastic and Walker & Wodehouse (together
"Matthew Clark Bibendum"). The proposed acquisition is conditional
upon, amongst other things, the appointment of administrators to
Conviviality Brands Limited (the seller), which is expected to
occur later today. A further announcement will be made later this
morning.
Consideration for the shares will be a nominal sum, and C&C
will provide sufficient funds to support the on-going working
capital and other cash requirements of the business. In addition,
AB InBev will provide additional financial support to the
transaction. C&C's investment will be funded from existing
C&C facilities.
At completion, Matthew Clark Bibendum will have GBP102 million
of working capital facilities provided by its current lender group,
repayable in instalments over the 12 months following
completion.
Highlights
Matthew Clark Bibendum is the largest independent distributor to
the UK on-trade drinks sector. On 29th March 2018, its parent
company Conviviality Plc announced its intention to appoint
administrators and to explore a potential sale of all or part of
the business. C&C is pleased to be able to lead this
industry-wide solution and bring stability to the business after
the recent period of uncertainty.
Matthew Clark Bibendum will be run as a separate business and
C&C management believe the combination with C&C will:
-- create the leading independent route-to-market network across the
British Isles, alongside C&C's existing drinks wholesaling
businesses
in the UK and Ireland;
-- provide direct access to an incremental c.23,000 pre-dominantly
on-trade customers across the UK comprising leading hotels,
restaurants, pubs, clubs, and bars;
-- enhance access for C&C's cider and super-premium brands across the on
and off-trade in the UK;
-- strengthen the combined Group's procurement, supply and distribution
capabilities for third party wines, spirits, beer and soft
drinks;
-- enhanced access in the premium trade sectors, in particular London and
the South East, through Bibendum's expertise in wine;
-- significant revenue opportunities and other business benefits;
-- significant earnings accretion and attractive returns on capital in
the first full financial year following completion; and
-- strengthen relationships with and commitment from all stakeholders
including key suppliers.
The Matthew Clark Bibendum business
Matthew Clark is the largest independent distributor to the UK
on-trade drinks sector. It offers a range of over 4,000 products,
including beers, wines, spirits, cider and soft drinks, sourced
from in excess of 300 suppliers. Matthew Clark also has a number of
exclusive distribution agreements for third party products (mainly
wines) into the UK market and also has a limited range of own brand
wines.
Matthew Clark has a nationwide distribution network of 18 depots
and sales team of over 250 serving the independent free trade and
national accounts as well as a state-of-the-art on-line ordering
system.
Bibendum is one of the largest wine, spirits and craft beer
distributors and wholesalers to the UK on-trade and off-trade, with
a particular focus on wine. It offers a range of over 4,000 wines,
spirits and craft beers sourced from over 400 suppliers from over
20 different countries.
In addition, the Matthew Clark Bibendum business includes
Catalyst, the brand representation business, and Peppermint the
outdoor events business.
In the latest audited accounts for the 52 weeks ended 30 April
2017, Matthew Clark Bibendum had gross revenues of GBP1,219 million
and adjusted EBITDA of GBP51.3 million (pre central costs)1.
However, in their trading update of 21 March 2018, the Board of
Conviviality PLC stated that they expected that the adjusted EBITDA
for the entire Conviviality group for the year ending 29 April 2018
to be in the range of GBP45.5 million to GBP46.0 million. Gross
assets of approximately GBP230 million are expected to be acquired
at completion.
Financing and financial effects
Consideration for the shares will be a nominal sum, and C&C
will provide sufficient funds to support the on-going working
capital and other cash requirements of the business. In addition,
AB InBev will provide additional financial support to the
transaction. C&C's investment will be funded from existing
C&C facilities.
At completion, Matthew Clark Bibendum will have GBP102 million
of working capital facilities provided by its current lender group,
repayable in instalments over the 12 months following
completion.
The transaction is expected to complete later this morning and a
further announcement will be made in due course.
Stephen Glancey, Group CEO, commented:
"We know the Matthew Clark and Bibendum businesses very well.
They are great businesses with unparalleled on-trade market access,
a wide range of supplier relationships and supported by a
knowledgeable and loyal employee base.
The last few weeks have been challenging for employees,
customers and suppliers alike. We hope today's announcement can put
an end to this period of disruption and uncertainty. We
look-forward to working with our new colleagues and other
stakeholders to bring stability and restore the group's position as
one of the leading and most respected drinks suppliers to the UK
hospitality sector."
A conference call, hosted by Stephen Glancey, Group CEO, for
analysts and investors will be held at 8.30am today. Dial-in
details are as follows: Dial-in: UK: +44 333 300 0804; Ireland:
+353 143 11252; Participants pin: 29105537#.
1.As per PWC IM - (March 2018) financials for Conviviality
Direct as extracted from the audited financial statements of
Conviviality Plc for the 12 months ended 30 April 2017, adjusted
EBITDA is prior to allocation of group and central overheads,
interest, depreciation, amortisation and exceptionals.
Contacts:
C&C Group Plc
Stephen Glancey, Chief Executive Officer
Jonathan Solesbury, Chief Financial Officer
Joe Thompson, Investor Relations Tel: +44 7980 844 580
Joint Corporate Brokers to C&C
Investec | Chris Treneman Tel: +44 20 7597 4198
Davy | Ronan Veale Tel: +353 1 679 7788
Investors, Analysts & Media
FTI Consulting | Mark Kenny/Jonathan Neilan Tel: +353 1 765 0886
Novella | Tim Robertson Tel: +44 203 151 7008
This announcement contains inside information.
Note regarding forward-looking statements
This announcement includes forward-looking statements, including
statements concerning current expectations about future financial
performance and economic and market conditions which C&C
believes are reasonable. However, these statements are neither
promises nor guarantees, but are subject to risks and
uncertainties, including those factors discussed on page 22 of the
Group's FY2017 Preliminary Results Announcement that could cause
actual results to differ materially from those anticipated.
About C&C Group plc
C&C Group plc is a premium drinks company which owns,
manufactures, markets and distributes branded beer, cider, wine,
soft drinks and bottled water. C&C Group brands include:
Bulmers the leading Irish cider brand; Tennent's, the leading
Scottish beer brand; Magners the premium international cider brand;
as well as a range of niche and super premium ciders and beers,
such as Menabrea, Heverlee, Chaplin & Corks and the recently
acquired craft cider - Orchard Pig. C&C Group also owns and
manufactures Woodchuck, a leading craft cider brand in the United
States and manufactures and distributes a number of 3rd party
international beer brands in Scotland and Ireland. C&C is also
a leading drinks wholesaler in Scotland and Ireland, where it
operates under the Tennent's and C&C Gleeson brands
respectively. C&C Group is headquartered in Dublin with
manufacturing operations in Co. Tipperary, Ireland; Glasgow,
Scotland; and Vermont, USA. C&C Group plc is listed on the
Irish and London Stock Exchanges.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180404005482/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
April 04, 2018 03:12 ET (07:12 GMT)
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