Bite Size Recent activity in the and beverage sector

Summer 2016

Welcome to the latest edition of ‘Bite Size’, our quarterly Is it a food? Is it a drink? It's not VAT simple overview of activity in the food and beverage sector. This edition provides analysis When it comes to food, the VAT and , or their liquid of M&A activity in the second rules can be horrendously complex falling under the same bracket as quarter of 2016 and also looks and frequently baffling, even to the soft drinks. at some of the burdens the most experienced observer. There are risks here – If a new product sector faces following the UK’s is erroneously zero-rated, and HMRC unprecedented decision to leave The rules were developed well over 40 consider it should be standard rated, the European Union. years ago, and simply weren’t designed significant liabilities (VAT, interest and In this issue we also take a look to account for the vast array of different penalties) can rapidly build up. Equally, at VAT rules for the F&B sector products now on the market. Cutting the opportunities can be huge for and introduce you to Richard edge New Product Development (NPD) businesses that have erroneously been Clothier from Wyke Farms who is vital in the present market, yet fraught charging VAT on sales when they could was recently announced as one of with danger if VAT is not accounted for or should have been zero-rating. Not only Grant Thornton's Faces of a correctly when setting price points and can margins be improved going forward, Vibrant Economy. profit margins. but lump sum cash refunds can be We hope that you find this Seemingly trivial questions, can be obtained for historically overpaid VAT. newsletter useful. If you have the difference between a product being Grant Thornton are at the cutting any further questions or queries, zero-rated or standard-rated for VAT. edge of research in the area. In the last or would like to know how For example: 6 months, our VAT specialists have had Grant Thornton can help you great success on numerous key and and your business please do not • When is a meal replacement not a recurring issues for clients in the food hesitate to contact me. supplement? and beverage sector, from FTSE350 • When is a flapjack not a cereal bar? companies through to owner managed Charlie Kerlin • When is a bar not confectionery? businesses and start-ups. Head of Food and Beverage, NI • When is a drink not a beverage? The above examples are just a few T +44 (0)28 9587 1105 • When is a drink captured by the sports of the many VAT intricacies we have E [email protected] drinks legislation? encountered, the opportunities and risks • When is it a fruit pulp and not a really are far reaching. Trefor Griffith smoothie? Contact us to find out how we can help Head of Food and Beverage, UK • Should protein powders always be with your VAT queries: T +44 (0)20 7728 2537 subject to VAT? E [email protected] Daniel J Rice This can be a very grey area, the line is VAT Manager frustratingly thin. Many businesses are T 0117 305 7822 perplexed to find healthier NPD being E [email protected] taxed in the same way as unhealthier

Richard Clothier, whose family started the Wyke Farms cheese business in 1861 has recently been announced as one of Grant Thornton's Faces of a Vibrant Economy. Please refer to the back page to read the full story. M&A activity – Q2 2016

Uncertainty ahead of the June 23rd referendum Announced M&A activity in food and beverage - quarterly on EU membership weighed on M&A activity in Q2 2016. Deal activity in the F&B sector[1] had remained strong during Q1 70 Nmber of deals Vale of disclosed deals ( million) 5,000

2016, increasing in both quarter-on-quarter 4,500 and year-on-year terms, to reach a total of 60 55 transactions. However, there was some 4,000 softening in M&A activity as the EU vote 50 3,500 approached. Total Q2 2016 deal volume of 44 3,000 deals was 20% down on the previous quarter 40 and 25% down on Q2 2015. The effect of the 2,500 looming referendum can be tracked over the 30 2,000 months: of the 44 deals this quarter, 20 were Nmber of deals concluded in April, 14 in May and just 10 20 1,500 in June.

1,000 of disclosed deals ( million) Vale The year-to-date total of 99 deals compares 10 with 216 in 2015 overall and 105 in the first 500 half of last year. However, this moderate fall 0 0 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 in the F&B sector compares favourably with 2012 2012 2012 2012 2013 2013 2013 2013 2014 2014 2014 2014 2015 2015 2015 2015 2016 2016 the slowdown in overall activity. According The chart above excludes the £71 billion SAB Miller transaction in Q4 2015 to Thomson Reuters data reported in the Financial Times, UK M&A activity across all sectors has declined by almost 70% this Announced PE activity in food and beverage - quarterly year compared with the same period in 2015*. 14 Nmber of deals Vale of disclosed deals ( million) 1,400 Whilst the political environment has had some impact on F&B M&A, it has by no means been 12 1,200 catastrophic, indicative of the fact that the F&B sector remains fragmented and is a relatively 10 1,000 safe sector in which to invest. Total disclosed deal value[2] for the quarter was £2.88 billion, however this was heavily 8 800 skewed by the sale of SABMiller’s non-core 6 600

European assets, including the Meantime Nmber of deals Brewing and Miller Brands and other European assets of Peroni and Grolsch to Asahi 4 400

Group. The £2 billion transaction is scheduled of disclosed deals ( million) Vale to complete in the second half of 2016 and is 2 200 intended to address any competition objections 0 0 the European Commission may have with 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 regard to AB InBev's takeover of SABMiller. 2012 2012 2012 2012 2013 2013 2013 2013 2014 2014 2014 2014 2015 2015 2015 2015 2016 2016

The spike in Q2 2013 deal value is attributable to the £493 million Euro Cater IBO, £715 million R&R Ice Cream IBO and £350 million Burton’s Biscuit IBO

Burdens after Brexit The regulatory burden created by EU whether the UK is in or out of the EU. burden over the next few years with membership is a familiar complaint Also, the UK civil service is a very the introduction of the National Living from businesses. Rules governing diligent enforcer of EU regulation, Wage. The exit vote now introduces the shape of bananas and the size to a far greater extent than in many uncertainty over the future availability and colour of strawberries, for other EU countries, and it is perhaps of workers. As a result, businesses are example, show the extent to which unrealistic to expect a significant likely to look for ways to become more EU bureaucracy impacts the food change in the way it operates efficient in their use of labour, including industry. However, the regulatory post-exit. increased use of robotics. The UK burden is likely to remain high in There is greater scope for lags far behind countries such as the post-exit world as a substantial structural change in the way the food Germany and Sweden, where labour proportion of the regulations are industry utilises labour. The industry has not been as cheap, in investment driven by customer service and relies heavily on relatively cheap in robotics, particularly in the food food safety requirements. The overseas workers, largely from other industry. The use of robotics in the supermarkets will continue to place EU countries. The cost of labour UK, however, is increasing and the exit stringent conditions on their suppliers is already set to become a rising vote is likely to accelerate the trend.

* Note this data relates to deals involving UK targets, Grant Thornton data relates to deals with UK and Irish targets and acquisitions by UK and Irish companies. Deals summary – Q2 2016

Asian buyers on hold? Large deals (>£250m deal value) The UK F&B market attracts overseas buyers for a variety of reasons. In recent years there Deal value have been a number of deals involving UK Sector Date Target Acquirer (£ million) manufacturers of innovative/ iconic brands, in SABMiller's non-core beer particular those at the forefront of the healthy Alcohol Feb-16 assets including Meantime Asahi Group (Japan) 2,021 eating revolution, including appetite from Asian and Miller Brands acquirers in western brands. Examples include Bright Food of China acquiring Weetabix and Mid market deals with disclosed values (£50m - £250m deal value) Monde Nissin of Singapore acquiring alternative Deal value meat producer Quorn. Sector Date Target Acquirer (£ million) Whilst the UK F&B market remains attractive Peyman Kuruyemis Gida Sanayi to overseas buyers, there has been some softening Dry Grocery Jun-16 IBO (Bridgepoint) 75.9 in cross-border M&A activity in the sector. In ve Ticaret AS (Turkey) 2014, the ratio of domestic to cross-border deals Wholesale/ May-16 Bibendum PLB Group Ltd Conviviality plc 60.0 was 51:49, but dropped to 54:46 in 2015. In the Alcohol first half of 2016, this ratio stands at 63:37. The Ilovo Ltd (South Africa) Associated British Foods Ingredients Apr-16 261.2 impact of uncertainty regarding Brexit on (48.65%) plc (UK) Asian and other overseas buyers may be part of the reason for the decline. Historically, Fruit/Veg Apr-16 Highline Produce Ltd (Canada) Fyffes plc (Ireland) 77.7 the UK has been seen as a stable and open market. The current state of volatility – with sterling weakening, political turmoil and a Small deals with disclosed values (<£50m deal value) possible recession looming - may put off future investment until there is greater clarity on the Deal value terms of future trade with the EU. Sector Date Target Acquirer (£ million) ESO Capital UK Ltd/ Kingsley Meat May-16 Janan Meat Ltd 20.5 Private equity pursues snacking trend Capital Partners LLP There was a slight pick-up in private equity investment in the F&B sector in Q2 2016. In Q1 Confectionery May-16 Elizabeth Shaw Ltd Colian Holding SA () 2.5 there were seven deals involving private equity in the UK/Ireland and an additional nine Meat Apr-16 CCL Holdings Ltd/Crown Chicken Cranswick plc 40.0 deals in Q2, bringing 2016's tally to 16, which compares with 38 deals in 2015 overall and 18 Innis and Gunn Brewing Alcohol Apr-16 Inveralmond Brewery Ltd 3.1 in the first half. The F&B sector clearly remains Company Ltd, The attractive to the private equity community, but the bars/restaurants sector continues to draw more investment than food and beverage which were in the second quarter, ranging from Company Inc. acquired Irish Distillers' Paddy manufacturing and wholesale, in part due to wholesale through to beer (in particular craft Irish Whiskey brand. the large number of attractive assets and the beer) and spirits. In the wholesale sector, Conviviality booming foodservice sector. The craft beer sector remains a hotbed of continued its consolidation with the acquisition A number of the second quarter’s private activity, with transactions including the sale of of Bibendum and Henkel of Germany acquired equity deals were driven by the trend towards Woodforde's Brewery to a private consortium, the remaining 40% in Copestick Murray. snacks and convenience food. Investcorp, having the sale of a stake in Clanconnel Brewing Co. backed Tyrrells Crisps’ acquisition of Australia's to Quintessential Brands, and Innis and Gunn's The pull of protein Yarra Valley Snack Foods in August 2015, acquisition of Inveralmond Brewery. As already There were several notable transactions in the supported Tyrrells in its acquisition of German mentioned, Meantime Brewery is also set to meat sector in Q2 2016 including the acquisition organic crisp maker Aroma Snacks in May 2016. change hands again, with the pending sale from of Grove Farm, a producer and supplier of In the healthy snacking segment Bridgepoint SABMiller to Asahi of Japan, which fended off added value turkey and poultry products to acquired Turkish branded dried fruit and snacks rival buyers including Thai Beverage and private the retail and foodservice markets by the producer Peyman and in line with the growing equity house Bain Capital. private investment vehicle of UK billionaire demand for convenience food and 'food on the Similarly, niche spirits continue to attract Ranjit Boparan, owner of 2 Sisters Group. go,' Sun Capital acquired Fresh-Pak Chilled attention, from both domestic and a large Cranswick acquired CCL Holdings and its Foods – a producer of deli and sandwich fillings number of US investors. Most significantly, subsidiary Crown Chicken, an integrated and other chilled foods. Brown-Forman, the makers of Jack Daniel’s, poultry producer in East Anglia for £40 million acquired the BenRiach Distillery Co. in a deal and Kingsley Capital Partners acquired Janan Consolidation continues in alcoholic worth £285 million. Mark Anthony Brands Meat, the UK’s largest dedicated halal lamb and beverages International Company of the US acquired mutton meat supplier. The brewery and alcohol sector has consolidated Glendalough Distillery in Ireland and Sazerac further in 2016 with 15 transactions, ten of

[1] All deal activity is based on announced date of the deal and includes deals where there has been any UK or Ireland involvement (target or acquirer). Administrations, liquidations and receiverships are collated but not counted as M&A unless they have subsequently been acquired. [2] Deal values are primarily sourced from corporate websites, however if no press release is available they are sourced from deal databases including BvD Zephyr, mergermarket and Thomson Reuters Eikon or from press commentary released at the time of the deal. Deal values may subsequently be amended pending earn outs or other finance arrangements and/ or as further detail is released by the acquirer. Richard Clothier from Wyke Farms is announced as one of Grant Thornton’s ‘Faces of a Vibrant Economy’. Selected by Grant Thornton UK and an independent panel, the Faces of a Vibrant Economy were chosen for their roles in shaping a more purposeful, innovative and socially responsible business environment.

Richard Clothier comes from a pedigree of a business family. The company’s environmental credentials run even deeper. His family started the Wyke Farms cheese business in 1861 Richard has led the business in its commitment to source and over the last 150 years, the family has grown the business electricity and gas from the solar and biogas that is generated into the UK’s largest independent cheese producer and from farm and dairy waste. milk processor. Solutions produced include: farmyard manure used to Richard is currently dedicated to expanding the family power cheese making, the use of electric cars on site and the business and plays a key role in negotiations with 150 milk replacement of artificial fertilisers with organic counterparts. suppliers and multiple retailers, both in the UK and overseas. Wyke Farms also has a Sustainable Energy Visitor Wyke Farms exports to 160 countries and supports the Centre, which allows the business to share knowledge and economy of rural Somerset by obtaining milk from 150 local experience with the local community on green energy and farms in the South West region. He is passionate about the sustainable living. farming industry and the part played by family farmers. To find out more about Faces of a Vibrant Economy and The business’s growth has not been secured by playing it watch a video of Richard explaining what a vibrant economy safe. Wyke Farms took on a significant financial risk when means to him please visit – Richard Clothier, Wyke Farms. it decided to embark on its ‘100% Green’ strategy: investing in green energy and water recovery. The green conversion was not just successful, but has helped the business win new contracts and set an industry-leading example. Contact us:

Charlie Kerlin Head of Food and Beverage, NI T +44 (0)28 9587 1105 E [email protected]

Trefor Griffith Head of Food and Beverage, UK T +44 (0)20 7728 2537 E [email protected]

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