Berli Jucker Public Company Limited Investor Presentation June 2016
1 Disclaimer
The following presentation may contain forward looking statements by the management of Berli Jucker Public Company Limited (“BJC”), relating to financial or other trends for future periods, compared to the results for previous periods.
Some of the statements contained in this presentation that are not historical facts are statements of future expectations with respect to the financial conditions, results of operations and businesses, and related plans and objectives. Forward looking information is based on management’s current views and assumptions including, but not limited to, prevailing economic and market conditions. These statements involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those in the statements as originally made. Such statements are not, and should not be constructed as a representation as to future performance of BJC. In particular, such targets should not be regarded as a forecast or projection of future performance of BJC. It should be noted that the actual performance of BJC may vary significantly from such targets.
2 Today’s Presenters
RumpaRumpaRumpaKumhomreunKumhomreunKumhomreun Aswin Techajareonvikul CFOCFOCFOandandand ViceViceVice PresidentPresidentPresident ofofof CEO & President of BJC AccountingAccountingAccounting &&& FinanceFinanceFinance ofofof BigBigBig CCC
Passana Uthaisangchai Rami Piirainen Nutt-Hathai Thanachaihirunsiri Director of Special Projects of Director of Investor Relations of Vice President, Investor Relations Big C Big C & Portfolio Management of BJC
3 Table of Contents
Section 1 Resolutions Proposed to EGM
Section 2 Context and Rationale for Big C Acquisition
Section 3 Our Strategy for Sustainable Growth
4 Section 1 Resolutions Proposed to EGM
5 Resolutions Proposed to EGM
Company . Berli Jucker Public Company Limited (“BJC”)
Listing Venue . Stock Exchange of Thailand (“SET”)
. Private Placement: Up to 800,000,000 shares Offering Structure . First Rights Offering: Up to 1,600,000,000 shares(1)
Current Shares Outstanding . 1,592,211,000
Subscription Ratio(2) . 1 : 1
. Private Placement: Not less than Rights Offering Price or 10% discount to Market Price or Offering Price price obtained from book building process (3) . Rights Offering: THB 35 per share
. For the first subscription, TCC Corporation intends to subscribe for the newly-issued ordinary TCC Undertaking shares proportionate to its shareholding proportion and remaining unsubscribed shares provided that the subscription does not trigger the mandatory tender offer requirements
. For capital restructuring and the refinancing of the loan relating to BJC’s acquisition of Use of Proceeds a 97.9% stake in Big C Supercenter pcl
Notes 1. Remaining shares from Private Placement and First Rights Offering may be placed in subsequent Rights Offering exercises 2. For first subscription 3. Market Price defined as weighted average price of shares trading on the Stock Exchange of Thailand for 7 but not more than 15 consecutive trading days 6 Private Placement and Rights Offering Timetable
Time Event
May 25, 2016 . BOD approves capital increase, bond issuance and loan
Jun 8, 2016 . Delivery of EGM invitation and supporting documents
Jun 9, 2016 . Record Date for EGM and Rights Offer
Jun 10, 2016 . Books Closure Date for EGM and Rights Offer
Jun 29, 2016 . EGM
Jun 30, 2016 . Announcement of EGM meeting resolution
July 13-15, 20-21, 2016 . Rights Offering Subscription Period
7 Capital Structure and Dividend Policy
. Pro-forma capitalisation plan is expected to have leverage of 1.5x . Long-term target net debt / EBITDA of 5.0x and target net debt to equity of 1.0x by 2020 Financing Structure – PF Debt Buildup and Deleveraging Components
THB MM
1
55,728 81,313 2 ≥ 28,000 3
239,728
158,415 ≤ 156,000
BJC Existing(1) Consideration for PF Net Debt BJC Rights Offering(3) BJC Private Placement (4) Debt Net Debt 39.4% of Big C in MTO (2)
Implied x PF Shareholders’ Equity (5) 1.6x 0.8x 2.4x 0.6x 0.3x 1.5x
Notes 1. As of 31 March 2016; post acquisition of 58.6% of Big C from Casino (consolidating Big C net debt) 2. 250.26 per share; 324.9MM shares (39.4% of 825MM shares) 3. 1:1 Rights Offering at THB35.00 per share approximate figure 4. 800MM shares at no less than THB35.00 per share 5. PF Shareholders’ Equity (THB100.7Bn) = Shareholders’ Equity as of 31 March (THB16.9Bn) + Proceeds from Rights Offering (THB55.7Bn) + Proceeds from Private Placement (≥ THB28.0Bn) 8 Section 2 Context and Rationale for Big C Acquisition
9 BJC at a Glance
Long History of Outstanding Performance
1 Pioneering 2 Robust Track Heritage of Over Record of JVs 130 Years
4 Strong 3 Strong Track Management Record of Performance Acquisitions
10 1/2 A Pioneering Heritage of Over 130 Years
. Since its inception in 1882, BJC has evolved from a supply chain and distribution powerhouse to a leading integrated retail platform in ASEAN with strong manufacturing and distribution capability … to being the Preferred Partner of Choice of Global From Our Origins in Import/Export… Companies for Marketing and Distribution in Thailand
Founded in 1882 as “Jucker & Sigg & Co.” One of the first seven companies listed on Stock Exchange of Established to export rice and teak wood Thailand in 1975 Relentless expansion into manufacturing & packaging Among the first Thai companies to have joint venture with foreign TCC Group became our major shareholder in 2001 investors Formed JV with Australian Consolidated Industries, now Owen- Illinois (NYSE: OI) in 1972
In 1951, partnered with ACI to form Thai Glass Industries (100% owned by BJC since 1992)
50:50 JV with Ball Corporation (NYSE:BLL) to establish aluminum can factory in Vietnam
50% JV with OI to manage Vietnam’s largest glass container manufacturer
50% JV with OI to manage Malaysia’s largest glass container manufacturer
11 Strong Acquisition Track Record and Outstanding Management 3/4 Experience
Strong History of Successful Acquisitions… … Based on an Outstanding Management Record
. Acquired 100% of Malaya Glass Products from . Top management team with over 158 years of combined Fraser & Neave in 2010 (through JV with OI) experience with average of 20 years tenure at BJC . Total acquisition size: US$345MM (~THB11,385MM) . Delivered strong shareholder return: 2002 –2007, 2007-2015, 2008-2015 annual TSR of 25.8%, 26.4%, 39.5%(1) respectively
. Acquired 75% of Thai Corp, a leading distributor of . Newly acquired companies deliver average sales growth of 17.1% consumer products in Southern Vietnam in 2010 CAGR within the first 5 years after acquisition . Total acquisition size: US$6.5MM (~THB229MM) Sales(2)
THB MM . Acquired 100% of Asia Books, Southeast Asia’s 42,893 19,162 22,243 largest English bookstore in 2011 11,867 . Total acquisition size: US$34MM (~THB1,195MM) with IRR of 16.2% 2002 2007 2008 2015 . Acquired 65% of Thai An, one of the leading EBITDA(2) distributors of consumer products in Northern Vietnam in 2013 THB MM 6,487 . Total acquisition size: US$28MM (~THB989MM) 1,811 2,876 2,941
. Acquired 100% of Thai Dairy (formerly known as 2002 2007 2008 2015 Danone Dairy Thailand) in 2015, after initial JV with France’s Groupe Danone in 2012 Market Cap(3)
THB MM 55,728 . Acquired 98% of Big C Supercenter in 2016 7,064 10,958 6,384 . Total acquisition size: US$5.8Bn (~THB203,474MM) 2002 2007 2008 2015 Notes 1. Source: Bloomberg on annualised basis, assuming dividends are reinvested in the stock at share price at dividend payment date 2. Excluding Big C 3. As of 31 December in each corresponding year 12 Rationale for Big C Acquisition
Big C Acquisition as the Natural Next Stepping Stone to Become a Distribution and Retailing Leader in the Region Big C Acquisition as a Rapid Growth Opportunity
Expansion of retail network has been an integral part of BJC’s strategy since 2010 1 Creates 3rd largest grocery retail group in Southeast Asia
. Participated in bid for Carrefour assets in 2010/11 2 Strong Big C Brand, fully owned now by BJC
3 Multiple formats offering opportunities for expansions
. Built own retail start-up from scratch, in Thailand and ASEAN operating 2 hypermarkets upcountry
4 Full value chain integration from raw materials to end- consumer
. Started to build suitable retail networks in Vietnam and Laos 5 Significant synergies to be captured
13 Big C Acquisition Makes BJC a Dominant Multi-Format Retail 1 Platform… . BJC is the third largest grocery retailer and one of the leading hypermarket operators in Southeast Asia
Third Largest Grocery Retail Group in Southeast Asia Leading Presence in ASEAN 2015 Retail Sales, US$ Bn(1) ASEAN
#1 Glass Packaging 7.7 Thailand 6.5 One of the Leading Large Format Retailers 3.4 1.2 4.7 2015 Number of Large Format Stores 171 (2) 125 4.7 91
4.0
3.4 Tesco BJC Makro Largest English #1 #1 Rice Crackers; Bar Bookstore Chain 3.1 Soap (by volume) Potato Chips; Extruded Snacks; Toilet #1 Aluminum Can #2 2.8 Manufacturer Tissue; Facial Tissue
Vietnam 1.9 #1 Glass #2 Aluminum #3 One of the Leading CVS 1.7 Packaging Packaging Operators
Malaysia Laos Malaysia 1.4 #1 Glass Packaging #1 One of the Leading CVS Operators 1.2 Healthcare
Source: Industry Data
Notes Source: Industry Data 1. Includes retailer and wholesaler markups and sales taxes and excises taxes, in addition to retail revenues, at constant foreign exchange rate as at 31 December 2015 2. Includes Malaysia, Indonesia, Singapore and Philippines 14 … with Strong Big C Brand at the Heart of the Community for 2 Thai Customers… . Access to ~700,000 customers per day with “Big Card” database of 8.6 MM members
1 Thai-ness Strength vs. Competitors
. Opened the 1st (pp, 2014) hypermarket in Thailand Entertainment in plaza 9 . Support local farmers, OTOP, Royal Projects, local SMEs Clothing store in plaza 9
2 Price Leadership Bank in plaza 7
. Perceived as a price leader by 67%(1) of customers Restaurant in plaza 6 . ‘Cheaper than Last Year’ promotion Availability of fresh 5 food
3 Destination for food and Quality of fresh . Big C brand fully owned by BJC - entertainment 3 products can be deployed for expansion . Voted as No. 1 outside Thailand(4) hypermarket brand in Thailand 4 years “Big C has a lot of (2) “I like shopping at in a row promotions and many Big C because it has . Voted as ‘Trusted activities to make a shopping mall” brand’ 2 years in a shopping fun” (dual-retail model) row(3) (marketing activities)
Notes 1. Based on Pricing Research by Nielson Q4 2015 2. By Marketeer 2012, 2013, 2014, 2015 3. By Readers’ Digest 2012, 2013 4. For Vietnam, a multi-year license agreement is in place with Big C Vietnam paying royalty fees to BJC 15 3 …and Dynamic Omni-Channel Capability across ASEAN…
. One of the few retailers in Southeast Asia to have a multi-format portfolio with integrated e-commerce platform Segments Banners Country Positioning Stores (1) E-Commerce Platform
. Stores at heart of the community with full service Hypermarket 123 proposition and towncenters (Dual Retail model)
. Innovative cash-and-carry format addressing all Hybrid 3 customers, from professionals to large families
. Small hypermarket as “destination” for the local Market 55 community
Proximity & . Proximity format with top-up offerings (c. 150 sqm) Convenience 232 / 171 . Convenience stores to fulfill everyday needs (60-140 sqm) Store
Drugstore . Modern quality pharmacy & well being drugstore 149
. Complete and attractive one-stop shopping and Shopping Mall 176 entertainment destination
English . Largest English language bookseller in Thailand 70 Bookstores
Convenience . Top three convenience store chain in Vietnam 134 Stores
Convenience . Largest convenience store chain in Laos 44 Stores
Cash & Carry . Leading cash & carry wholesale center in Vietnam 19 Group Hypermarket / . Hybrid cash & carry wholesale center in Thailand 2
Cash & Carry TCC
Note 1. As of 31 May 2016 16 …Operating Across the Full Value Chain from Sourcing and 4 Manufacturing to Distribution Direct to the End Consumer
Upstream Upstream Midstream Downstream Raw Materials(1) Manufacturing Branded Products Retail
Agricultural Products Packaging Food Retail Stores
Sand Potato (farm contract) Potato chips, rice crackers, extruded snack, etc. Glass partner Can partner
Consumer Non-Food Coffee Soda Ash
Facial tissues, toilet papers, personal care, office supplies
Rigid Plastic Packaging Healthcare Supply Chain Cullet Sugar Mill
Pharmaceutical products and medical equipment
. Integrated logistics and transportation network with significant capacity for future expansion 10 warehouses of BJC (area of 101,320 sqm) and 4 DCs of Big C (area of 123,000 sqm) with built-in capacity to support growth vision . Customer feedback and data analytics from downstream businesses used to improve the product manufacturing
Note 1. Through Plantheon, a TCC group company engaging in plantation, sugar, agro processing and trading businesses 17 Significant Synergy Potential Through Integration of Big C 5 Within BJC . Target synergies of THB1.7Bn(1) within 3 years by leveraging Big C’s strong retail platform of expertise and BJC’s product, production capacity and property assets
Economies of scale through Fully integrate leveraging manufacturing logistics operations capability for private brands across entire value chain Potential to increase penetration of Leveraging BJC’s leadership in consumer private label with BJC products supply chain and logistics and improving Cross-selling of BJC products Big C’s current backend infrastructure through Big C network (e.g. pharmaceutical products through Optimisation of Big C’s new state- Pure Pharmacy, snacks and dairy of-the-art distribution centres by products through grocery retail integrating with BJC outlets)
Combine purchasing power Cross-utilise IT and back office and optimise retail operations Synergies: infrastructure c.THB1.7Bn Integrating BJC’s retail Leveraging resources across businesses with Big C’s finance and accounting functions shopping mall footprint Utilising Big C’s superior expertise in retail Sharing of IT systems between BJC to improve performance of BJC’s smaller and Big C to optimise costs retail banners
Note 1. Projected annual recurring EBITDA level synergies upon full implementation 18 Section 3 Our Strategy for Sustainable Growth
19 BJC - ASEAN’s Leading Integrated Retail Platform
1 Significant Growth Opportunities Across All Formats
2 Strong Value Creation Through Dual Retail-Property Model
E-Commerce as Opportunity to “Future-Proof” the Business, Leveraging 3 Existing Assets
4 International Expansion as Exciting Growth Opportunity in the Region
Additional Opportunities for Growth and Synergies Through Strong Backing 5 of TCC Group
Deleveraging Through Operational Improvements as Basis for Sustainable 6 Growth
20 Accelerated Expansion Plan to Capitalise on Growth in Thai 1 Modern Retail Market . Under the new ownership of BJC/TCC Group, Big C is well positioned to accelerate store expansion to capitalise on significant growth opportunity in the Thai modern retail market
BJC to Capitalise on Growth Opportunities by Highly Attractive Thai Modern Retail Market… Expanding the Store Network Across Multiple Formats
THB Bn Number of Stores 2015 2016B 2017F(1)
% of Total Grocery 39.6% 45.3% 50.7% 125 131 141 Retail Hypermarkets
1,056 55 58 68 Supermarkets
816 661 Small Format(2) 391 461
566 163 173 178 Specialty(3)
174 183 203 Shopping Mall
1,251 2010 2015 2020 TOTAL 908 1,006 Source: Industry Data
Notes 1. Includes international expansion 2. Includes Mini Big C 3. Includes Pure 21 2 Strong Value Creation Through Dual Retail-Property Model
Unique Dual Retail Model Positioning Big C as a One-stop Destination at Diversified Earnings Mix the Heart of Community
Big C FY15 EBITDA Breakdown
Retail Shopping Malls
Retail 181 # of stores(1) 176 47% THB Shopping Malls 1,018,000 sqm Total space(1) 789,000 sqm 13Bn 53% . Shopping malls drive additional footfall to retail stores . Average occupancy rate of ~95% in 2015 . 97% of the current hypermarkets and supermarkets have adjoining shopping mall area . All of the targeted hypermarkets and supermarkets expected to have shopping malls Diversified and Blue-Chip Tenant Base
Retail TWC / Food Court
Money Bill payment Insurance Pick-up point Banking Entertainment transfers
Restaurants
Note 1. As of 31 May 2016, Hypermarket and Market Stores 22 2 Strong Real Estate Strategy in Place to Propel Future Growth
Substantial LFL growth by strengthening the TWC offering: Mix of long-term rental 1 space and short-term “casual leasing” as differentiator
Strengthened existing assets through right-sizing, major “Alcudia renovations” and 2 store face-lifts
Continued space expansion across formats, with focus on growing shopping mall 3 space in line with sales area
4 Option for asset monetization through REIT as “back-pocket option” for the future
Note 1. Projected annual recurring EBITDA level synergies upon full implementation 23 E-Commerce as Opportunity to “Future-Proof” the Business 3 Leveraging Existing Assets
Context E-Commerce Strategy Based on 3 Core Elements
. E-Commerce in Integration of Existing . Potential to integrate 4 existing channels under one 4 Online Platforms Thailand still in its early single platform . Opportunity for significant cost savings and enhanced days: 1.4% of total customer experience retail, 2.8% of modern trade
. Yet, strong growth rates suggest that Leverage Existing . Existing network of 700 stores would allow to deliver there might be a future Assets to anywhere in Thailand within 3 hours threat, especially for . Infrastructure already exists (storage space, non-food categories distribution network, delivery vans in stores) – no need for major investments . Opportunity to future- proof the business Symbiosis with . Stores as pickup locations for more customer Physical Stores convenience, driving traffic to stores . Option of “pay on pick-up” as strategic advantage in cash-based society . Easy and efficient return-process through stores adding convenience for customers and reducing processing cost
24 International Expansion as Exciting Growth Opportunity in the 4 Region . Through its established presence, BJC is well positioned to replicate the fully integrated business model across ASEAN, which has significant growth potential . Focus on “mainland ASEAN”: Cambodia, Laos, Malaysia, Myanmar, Singapore, Thailand, Vietnam Large Consumer Base of ~300MM People High Growth Economies
2015, MM People 2015-2020 GDP per Capita CAGR, % 93.0 15.7
68.0 54.0 8.6 8.0 7.7 6.5 30.0 5.4 5.1 15.6 3.2 3.1 3.4 6.8 5.6
VN TH MM MY KH LA SG MM VN KH LA TH MY SG SEA U.S. EU Avg. Avg. Source: Industry Data Source: Industry Data
Significant Potential for Modern Retail Penetration Fast Growing Modern Retail Markets
2015, Modern Grocery Retail Sales % of Total Grocery Retail 2015-2020 Modern Grocery Retail Sales CAGR, %
71.9 9.3
45.3 43.1 5.3 2.9 2.8
5.0 NA NA NA NA NA NA
SG TH MY VN MM KH LA VN TH MY SG MM KH LA
Source: Industry Data Source: Industry Data
25 BJC is Ready for Expansion, with Focus on Vietnam, Cambodia 4 and Laos
BJC is Ready for International Expansion Initial Goal to Focus on 3 Priority Countries
• Existing operations in main focus . Metro and B’s mart operations now under Big C countries with strong local networks management already in place . Integration of systems and processes ongoing
• Big C has been actively exploring Vietnam expansion to Cambodia and Laos since 2011 – groundwork has been laid for rapid development . Plan to enter through JV with local partner • Synergies with BJC’s existing assets, . Discussions with potential partner far progressed particularly in Vietnam and Laos . Specific sites for hypermarket already identified . Plan to open first store within next 3 years Cambodia
. Big C as only international retailer holding foreign investment license . Exploring opportunities, with synergy potential with M-point operations Laos
Notes 1. Option to integrate Metro Vietnam under BJC at EUR655MM + interest, subject to approval by minority shareholders 26 Additional Opportunities for Growth and Synergies Through 5 Strong Backing of TCC Group . BJC will be TCC Group’s flagship retail and distribution vehicle going forward . Opportunity to leverage capabilities across the group to realise BJC’s strategic vision
Retail & Food & Insurance, Leasing Real Estate Agricultural Distribution Beverage and Finance
Mkt Cap: US$16.9Bn Mkt Cap: Mkt Cap: US$1.8Bn US$4.9Bn Mkt Cap: Mkt Cap: Mkt Cap: Mkt Cap: US$2.1Bn US$2.2Bn US$792MM US$3.4Bn
Mkt Cap: Mkt Cap: Mkt Cap: Mkt Cap: US$443MM US$467MM US$75MM US$332MM
. Operates in a wide . #1 in spirits and #2 in . Combined interest in . Engages in non-life . Develops raw material range of retail beer in Thailand 72 hotels, 28 shopping insurance, life produce businesses, including . Offers a variety of non- centers and 18 insurance and leasing . Sugar mills have convenience stores, alcoholic beverages, commercial properties . TCC Privilege Card registered production beauty & wellness including soft drinks, worldwide offers exclusive capacity of over stores and bookstores drinking water, energy . 88% stake in Frasers privileges to TCC 100,000 tons/day of . Leading distributor of drinks and RTD tea CentrePoint with a employees and guests sugarcane consumer products in market capitalisation of . Owns over 89,930 acres Vietnam US$3.4 Bn of agricultural land . Master plan nationwide development of over . Owns the 3rd largest 79,880 acres of high coffee plantation in the potential land bank world (3,000 Ha)
27 In Summary: Strategic Focus on Utilising Assets and Driving Growth
Accelerate Growth Through Domestic and A Maximise Utilisation of Existing Assets B International Expansion
Deliver Significant A-1 Synergies through the Integration of Big C Accelerate Retail Store B-1 Expansion Across All Formats
Fully Utilise Existing Logistics Network A-2 Across the Entire Value Chain
Replicate Existing Businesses in Other Leverage Store B-2 Growth Markets Network to Realise A-3 Across AEC Omni-channel Strategy
28 Q&A
29