Rotterdam, the Netherlands - 5 March 2018. Refresco Group N.V. publishes fourth quarter and full year 2017 results.
Update on acquisition of Cott's bottling activities and launch of recommended cash offer for all shares

On 30 January 2018, Refresco and Cott's bottling activities joined forces creating the world's largest independent bottler for retailers and A-brands. In combining Refresco's strong European capabilities and Cott's strength in the UK and North America, Refresco almost doubles its production volume to approximately 12 billion liters. Integration of the two businesses has begun in North America while in the UK we are in the process of obtaining clearance from the Competition and Markets Authority. Brad Goist, formerly President of Cott's bottling business in North America has been appointed COO North America and a new member of the Executive Board, subject to shareholder approval at the Annual General Meeting in May.

On 22 January 2018, Refresco, PAI and bcIMC jointly announced the launch of a recommended cash offer for all shares of Refresco for an offer price of €20 (cum dividend) per share. Both the Executive Board and the Supervisory Board unanimously recommend shareholders to tender their shares. The acceptance period, unless extended, expires at 17:40 hours CET, on 19 March 2018. Shareholders will be informed about the offer and are able to vote on the respective resolutions during an Extraordinary General Meeting, held today 5 March 2018 at 14:00 hours CET at Inntel Hotels, Leuvehaven 80, Rotterdam.

Q4 2017 Highlights
Total volume was 1,525 million liters (Q4 2016: 1,631 million liters).
Gross profit margin per liter was 14.6 euro cents (Q4 2016: 14.5 euro cents).
Adjusted EBITDA amounted to €50 million (Q4 2016: €52 million).
FY 2017 Highlights

Total volume was 7,104 million liters (2016: 6,462 million liters).
Contract manufacturing volume comprised 36.3% of total volume, up from 26.8% in 2016.
Gross profit margin per liter was 14.0 euro cents (2016: 14.2 euro cents).
Adjusted EBITDA amounted to €214 million (2016: €222 million) and adjusted EPS was €1.00 (2016: €1.06).

Key figures
Unaudited Unaudited Audited
In millions of €, unless stated otherwise (unaudited)
Q4 2017 Q4 2016 YTD 2017 YTD 2016
Volume (millions of liters) 1,525 1,631 7,104 6,462
Revenue 520 529 2,269 2,107
Gross profit margin 223 236 992 916
Gross profit margin per liter (euro cents) 14.6 14.5 14.0 14.2
EBITDA 41 50 191 217
Adjusted EBITDA 50 52 214 222
Net profit / (loss) 10 17 53 82
Adjusted net profit / (loss) 25 19 81 86
Adjusted EPS (euro cents) 31 23 100 106
Net debt ratio (net debt/LTM adj. EBITDA) - - 2.8 2.8
Dividend proposal (euro cents) - - - 38

CEO Refresco, Hans Roelofs commented:

"2017 was for Refresco strategically very good year and financially challenging. We signed a transformational deal to acquire Cott's bottling activities, creating the world's largest independent bottler with leadership positions across Europe and North America. As a result we will grow considerably, gain 4,000 new colleagues, 29 manufacturing sites and fulfil our ambition to operate a market leading bottling platform across two continents. It is a huge step forward, right at the heart of our buy & build strategy.

A weak summer in almost all markets and continued pressure on retailer brands had an adverse effect on volumes and results. Our results were also influenced by higher than expected costs linked to the start-up of several new Aseptic PET lines across the business. This technology is critical to our future because it enables us to meet changing consumer preferences for more innovative recipes and packaging formats.

The launch of the recommended cash offer of all Refresco shares by PAI and bcIMC is a further exciting development for our company. With their track record, financial strength and understanding of our business and the beverages industry, the consortium can support Refresco's strategy going forward. We are convinced that this is a good transaction for the company and its stakeholders.

Finally, integration of Refresco and Cott's bottling activities has begun in 2018 and we are pleased to welcome Brad Goist, COO North America as a new Executive Board member, subject to shareholder approval at the upcoming AGM."

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tijd 15.13
Refresco EUR 19,95 +1ct vol. 68.378

Shareholders approve all resolutions regarding recommended cash offer by PAI & bcIMC


Rotterdam, the Netherlands - 5 March 2018. Refresco Group N.V. (Euronext: RFRG) announced it held an Extraordinary General Meeting ("EGM") today to discuss and consider the recently announced offer to purchase all shares of the company by PAI Partners SAS ("PAI") and Cubalibre Holdings Inc., being part of a group led by the British Columbia Investment Management Corporation ("bcIMC"), acting jointly through Sunshine Investments B.V. (the "Offeror").



At the EGM all resolutions were approved:

The conditional resolutions will take effect at the Settlement Date of the offer which is 29 March, unless extended.

Conditional Asset Sale and Liquidation

Conditional approval of the Asset Sale as required under article 2:107a of the Dutch Civil Code (the DCC).
Conditional resolution to dissolve the Company in accordance with article 2:19 of the DCC and appoint Refresco Holding B.V. as the custodian of the books and records of the Company in accordance with article 2:24 of the DCC.
Conditional corporate governance structure

Conditional amendment of the articles of association of the Company in order to effect conversion of the Company from a public limited liability company to a private limited liability company.
Conditional changes to the Supervisory Board

Mr. Jim Pittman has been conditionally appointed as member of the Supervisory Board. Mr. Pittman is a senior finance executive focused on private equity on behalf of pension funds.
Mr. Julian Remedios has been conditionally appointed as member of the Supervisory Board. Mr. Remedios is a Senior Portfolio Manager in the Private Equity Group of bcIMC.
Mr. Frédéric Stévenin has been conditionally appointed as member of the Supervisory Board. Mr. Stevenin is the partner in charge of the Food & Consumer and Healthcare sector teams and Chief Investment Officer at PAI.
Mr. Nicolas Brugère has been conditionally appointed as member of the Supervisory Board. Mr. Brugère is a member of the Consumer Goods team at PAI.
As per the Settlement Date, the composition of the Supervisory Board will be: Mr. Yiannis Petrides (Chairman), Mr. Theo de Kool, Mr. Jim Pittman, Mr. Julian Remedios, Mr. Frédéric Stévenin and Mr. Nicolas Brugère.

Additionally, the EGM adopted the resolution to conditionally grant a full and final discharge from liability to Mr. Aalt Dijkhuizen, Mr. Sean Gorvy, Mr. Thomas Kunz, Mrs. Inge Plochaet and Mr. Jon Sigurdsson as resigning members of the Supervisory Board for their functioning until the date of the EGM.