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Financial Services Guide and Independent Expert’S Report in Relation to the Proposed Demerger of Coles Group Limited by Wesfarmers Limited

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Financial Services Guide and Independent Expert’S Report in Relation to the Proposed Demerger of Coles Group Limited by Wesfarmers Limited FINANCIAL SERVICES GUIDE AND INDEPENDENT EXPERT’S REPORT IN RELATION TO THE PROPOSED DEMERGER OF COLES GROUP LIMITED BY WESFARMERS LIMITED GRANT SAMUEL & ASSOCIATES PTY LIMITED ABN 28 050 036 372 5 OCTOBER 2018 FINANCIAL SERVICES GUIDE Grant Samuel & Associates Pty Limited (“Grant Samuel”) holds Australian Financial Services Licence No. 240985 authorising it to provide financial product advice on securities and interests in managed investments schemes to wholesale and retail clients. The Corporations Act, 2001 requires Grant Samuel to provide this Financial Services Guide (“FSG”) in connection with its provision of an independent expert’s report (“Report”) which is included in a document (“Disclosure Document”) provided to members by the company or other entity (“Entity”) for which Grant Samuel prepares the Report. Grant Samuel does not accept instructions from retail clients. Grant Samuel provides no financial services directly to retail clients and receives no remuneration from retail clients for financial services. Grant Samuel does not provide any personal retail financial product advice to retail investors nor does it provide market-related advice to retail investors. When providing Reports, Grant Samuel’s client is the Entity to which it provides the Report. Grant Samuel receives its remuneration from the Entity. In respect of the Report for Wesfarmers Limited in relation to proposed demerger of Coles Group Limited (“the Wesfarmers Report”), Grant Samuel will receive a fixed fee of $1.5 million plus reimbursement of out-of-pocket expenses for the preparation of the Report (as stated in Section 8.3 of the Wesfarmers Report). No related body corporate of Grant Samuel, or any of the directors or employees of Grant Samuel or of any of those related bodies or any associate receives any remuneration or other benefit attributable to the preparation and provision of the Wesfarmers Report. Grant Samuel is required to be independent of the Entity in order to provide a Report. The guidelines for independence in the preparation of Reports are set out in Regulatory Guide 112 issued by the Australian Securities & Investments Commission on 30 March 2011. The following information in relation to the independence of Grant Samuel is stated in Section 8.3 of the Wesfarmers Report: “Grant Samuel and its related entities do not have at the date of this report, and have not had within the previous two years, any business or professional relationship with Wesfarmers or any financial or other interest that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion in relation to the Demerger. Grant Samuel had no part in the formulation of the Demerger. Its only role has been the preparation of this report. Grant Samuel will receive a fixed fee of $1.5 million for the preparation of this report. This fee is not contingent on the conclusions reached or the outcome of the Demerger. Grant Samuel’s out of pocket expenses in relation to the preparation of the report will be reimbursed. Grant Samuel will receive no other benefit for the preparation of this report. Grant Samuel considers itself to be independent in terms of Regulatory Guide 112 issued by the ASIC on 30 March 2011.” Grant Samuel has internal complaints-handling mechanisms and is a member of the Financial Ombudsman Service, No. 11929. If you have any concerns regarding the Wesfarmers Report, please contact the Compliance Officer in writing at Level 19, Governor Macquarie Tower, 1 Farrer Place, Sydney NSW 2000. If you are not satisfied with how we respond, you may contact the Financial Ombudsman Service at GPO Box 3 Melbourne VIC 3001 or 1300 780 808. This service is provided free of charge. Grant Samuel holds professional indemnity insurance which satisfies the compensation requirements of the Corporations Act, 2001. Grant Samuel is only responsible for the Wesfarmers Report and this FSG. Complaints or questions about the Disclosure Document should not be directed to Grant Samuel which is not responsible for that document. Grant Samuel will not respond in any way that might involve any provision of financial product advice to any retail investor. GRANT SAMUEL & ASSOCIATES PTY LIMITED ABN 28 050 036 372 AFS Licence No 240985 Level 19 Governor Macquarie Tower, 1 Farrer Place Sydney NSW 2000 GPO BOX 4301 SYDNEY NSW 2001 T +61 2 9324 4211 F +61 2 9324 4301 GRANTSAMUEL.COM.AU TABLE OF CONTENTS 1 Details of the Demerger __________________________________________________________________ 1 2 Scope of the Report _____________________________________________________________________ 3 2.1 Purpose of the Report ______________________________________________________________ 3 2.2 Basis of Evaluation _________________________________________________________________ 3 2.3 Sources of Information _____________________________________________________________ 5 2.4 Limitations and Reliance on Information _______________________________________________ 5 3 Profile of Wesfarmers ____________________________________________________________________ 7 3.1 Background ______________________________________________________________________ 7 3.2 Business Operations _______________________________________________________________ 7 3.3 Business Strategy _________________________________________________________________ 10 3.4 Financial Performance _____________________________________________________________ 11 3.5 Financial Position _________________________________________________________________ 17 3.6 Cash Flow _______________________________________________________________________ 19 3.7 Taxation Position _________________________________________________________________ 20 3.8 Capital Structure and Ownership ____________________________________________________ 21 3.9 Share Price Performance ___________________________________________________________ 22 4 Background on Demergers and Spin-offs ____________________________________________________ 24 5 Impact of the Demerger _________________________________________________________________ 32 5.1 Structure and Ownership __________________________________________________________ 32 5.2 Wesfarmers Post Demerger ________________________________________________________ 33 5.3 Coles___________________________________________________________________________ 38 6 Evaluation of the Demerger ______________________________________________________________ 44 6.1 Approach to Evaluation ____________________________________________________________ 44 6.2 Background to the Demerger _______________________________________________________ 44 6.3 Rationale for and Benefits of the Demerger ____________________________________________ 52 6.4 Disadvantages, Costs and Risks of the Demerger ________________________________________ 66 6.5 Other Matters ___________________________________________________________________ 71 6.6 Taxation Issues __________________________________________________________________ 72 6.7 Summary and Conclusion __________________________________________________________ 73 6.8 Shareholder Decision ______________________________________________________________ 75 7 Impact on Wesfarmers’ Ability to Pay its Creditors ____________________________________________ 77 8 Qualifications, Declarations and Consents ___________________________________________________ 81 THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY 1 Details of the Demerger On 16 March 2018, Wesfarmers Limited (“Wesfarmers”) announced its intention to undertake a demerger of Coles Group Limited (“Coles”), owner of its Coles supermarkets, liquor, convenience and financial services businesses, to create a separate company listed on the Australian Securities Exchange (“ASX”) (the “Demerger”). As part of the Demerger: . Wesfarmers will retain a 15% interest in Coles, with the remaining Coles shares distributed to existing Wesfarmers shareholders on the basis of one Coles share for each Wesfarmers share held; and . flybuys will be established as a standalone business held on a 50/50 joint venture basis by Wesfarmers and Coles. To facilitate the Demerger, an internal restructure will be undertaken to separate and align the relevant businesses, assets and liabilities with the appropriate group. A number of steps have been, or will be, taken to establish Coles and flybuys as standalone entities. In particular, it is intended there will be: . an internal restructure of corporate entities to remove Kmart Australia Limited (“Kmart”), Target Australia Pty Ltd (“Target”) and Officeworks Limited (“Officeworks”) from Coles Group Limited; . simplification of Coles’ corporate structure; . a restructure of flybuys1. Prior to implementation of the Demerger, it is expected that: • Wesfarmers and Coles will have entered into a Shareholders Agreement, setting out the ongoing ownership and governance arrangements for the joint venture; and • Coles and flybuys will have entered into a Participation Agreement, setting out the ongoing commercial and operational relationship between flybuys and Coles. flybuys will operate independently of Coles but will have a Transitional Services Agreement with Coles under which Coles will continue to provide certain core services to enable flybuys to continue business as usual operations while it establishes its standalone capability. Wesfarmers will also provide some ongoing support services to flybuys during the establishment period; . an elimination of all intercompany loans between Coles (and its subsidiaries) and Wesfarmers (and its subsidiaries); and
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