THIS ANNOUNCEMENT DOES NOT
CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND
NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR
ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER
SECURITIES IN THE COMPANY NOR SHALL IT FORM THE BASIS FOR ANY
CONTRACT OR COMMITMENT WHATSOEVER.
18 October 2024
Coca-Cola Europacific
Partners plc ("CCEP" or the "Company") today confirms notification
of transfer of UK listing category from the Equity Shares
(Transition) category to the Equity Shares (Commercial Companies)
category of the Official List
CCEP is one of the world's leading
consumer goods companies, operating in the large and growing
non-alcoholic ready to drink market spanning 31 countries across
Western Europe and Australia, Pacific and Southeast Asia. We make,
move and sell some of the world's most loved brands, including
Coca-Cola, Fanta, Sprite and Monster.
The Company today
confirms:
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its intention to transfer the UK
listing category of its ordinary shares from the Equity Shares
(Transition) category to the Equity Shares (Commercial Companies)
category1. This follows the FCA's publication of its new Listing Rules
which came into effect on 29 July 2024 and the categorisation of
the Company in the Equity Shares (Transition) category. The
Transfer is expected to become effective at 8.00am GMT on 15
November 2024;
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that on effecting of the Transfer,
and subject to other conditions being met including a sufficient
volume of its trading in the ordinary shares migrating to UK equity
trading venues2, it should, subject to FTSE
approval, be eligible in due course for admission to the FTSE UK
Index Series. An update on this will be provided at the appropriate
time;
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No shareholder approval is required
in connection with the Transfer. This announcement is being made in
accordance with UK Listing Rule 21.5.7.
Background to and reasons for the Transfer
The Company was formed in 2016 as a
UK-incorporated plc by combining the bottling operations of
Coca-Cola Enterprises, Inc., Coca-Cola Iberian Partners S.A.U. and
Coca-Cola Erfrischungsgetränke GmbH thus creating the world's largest Coca-Cola
bottler by revenue. Through consistently strong organic growth and
acquisition, the Company now operates with over 90 production
sites, serving nearly 600 million consumers and over 4 million
customers. In FY23 and FY22, the Company generated €18.3 billion
and €17.3 billion of revenue respectively, while generating €2.4
billion and €2.1 billion respectively in comparable operating
profit in the same periods.
CCEP was admitted to trading on the
main market of the LSE on 28 March 2019 and, in addition to the
Equity Shares (Transition) category, is also listed on NASDAQ,
Euronext (Amsterdam) and the Barcelona, Bilbao, Madrid and Valencia
stock exchanges (the "Spanish Stock Exchanges").
The Company believes that, given the
enlarged size of the Company since its formation, the Transfer
would assist in increasing the profile of the Company in the UK
& Europe, create the opportunity to improve the liquidity of
its shares traded through UK equity trading venues and promote its
attractiveness to a wider potential investor base.
The Company remains committed to
retaining its current listings on NASDAQ, Euronext (Amsterdam) and
the Spanish Stock Exchanges, with both euro-denominated and US
dollar-denominated trading facilities remaining
available.
The board of directors of the
Company have concluded that it would be in the best interests of
the Company and its shareholders as a whole to effect the Transfer.
The Company has therefore requested that the FCA approve the
Transfer with effect from 8.00am GMT on 15 November 2024. This date
allows for the provision of a minimum 20 business days' notice
(which period commenced by way of today's announcement) required to
effect the Transfer.
As at the close of business on 15
October 2024, the Company had 460,934,403 ordinary shares in issue
and all of the ordinary shares would be the subject of the
Transfer. The Company is not raising any funds or issuing any new
ordinary shares in connection with the Transfer.
Effect of the Transfer
The Transfer will not have an impact
on the ongoing operations of the Company and there will be no
material change in the rights and protections of shareholders as a
result of the Transfer. The effect of the Transfer is that certain
additional provisions of the UK Listing Rules will now apply to the
Company. In summary these provisions, set out in Chapters 2 and
4-10 (inclusive) of the UK Listing Rules, relate to the following
matters:
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the application of Listing
Principles 3-6 (Chapter 2 and Transitional Provision
1(4))
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the requirement to appoint a sponsor
(Chapter 4);
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the application of certain
additional requirements that are specific to companies in the
Equity Shares (Commercial Companies) category (Chapter
5);
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the requirement to comply with
various continuing obligations, including to comply with all
relevant provisions of the UK Corporate Governance Code (or to
provide an explanation for any non-compliance in its annual
financial report) and requirements relating to notifications and
contents of financial information (Chapter 6);
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the requirement to announce, or
obtain shareholder approval for, certain transactions (depending on
their size and nature) and to announce certain transactions with
"related parties" of the Company (Chapters 7 and 8);
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certain restrictions in relation to
further issues of shares and the Company dealing in its own
securities and treasury shares (Chapter 9); and
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various specific content
requirements that will apply to circulars issued by the Company to
its shareholders (Chapter 10)
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Eligibility Requirements
In accordance with Transitional
Provision 2 of the UK Listing Rules, the Company must comply with
the eligibility requirements set out in UK Listing Rules
5.2-5.4:
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The Company is not externally
managed for the purposes of UK Listing Rule 5.2.
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The Company entered into a
shareholders' agreement ("SHA") with Olive Partners S.A. ("Olive
HoldCo") and certain subsidiaries of The Coca-Cola Company, namely
(i) European Refreshments, (ii) Coca-Cola GMBH and (iii) Vivaqa
Beteiligungs Gmbh & Co. Kg ((i) to (iii) together being "Red")
on 28 May 2016. The SHA is publicly available on the
company website at:
https://www.cocacolaep.com/assets/Governance_docs/Governance-Documents/CCEP-Shareholders-Agreement-28-May-2016.pdf
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Based on its current shareholding,
Olive HoldCo will be treated as a controlling shareholder of the
Company for the purposes of the UK Listing Rules.
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A summary of the key provisions of
the SHA relating to the rights of Olive HoldCo and Red in respect
of the governance of the Company are set out in the Annex to this
announcement.
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Today the Company operates
independently of its large shareholders, as has been demonstrated
by its operation to date since its formation and listing in 2016
and it will comply with UK Listing Rule 5.3 on Transfer.
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The Company's constitution allows it
to comply with the UK Listing Rules and also ensures that all
ordinary shares carry an equal number of votes on any shareholder
vote.
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UK
Takeover Code, Market Abuse Regime (MAR) and Corporate
Governance
The Company will remain subject to
the City Code on Takeovers and Mergers as administered by the
Takeover Panel, the UK MAR regime and the UK Prospectus Rules. The
Company will be required to report against the provisions of the UK
Corporate Governance Code following the Transfer, as it does today
on a voluntary basis.
FTSE
Eligibility and Qualification
The FTSE UK Index Series
(incorporating the FTSE 100, FTSE 250 and FTSE All Share indices)
is reviewed on a quarterly basis. It is anticipated that, subject
to the Transfer becoming effective and relevant conditions being
met, the Company will be considered eligible in due course for
admission to the FTSE UK Index Series. The relevant conditions
include a sufficient volume of its trading in the ordinary shares
migrating to UK equity trading venues2 through a Sterling denominated
quote. The transfer of the existing CCEP Euro denominated quote to
Sterling is expected to take effect from 8 a.m. 21 October 2024.
Any admission to the FTSE indices is not anticipated to impact the
Company's inclusion in indices conditional on any of its other
listings.
Sponsors
The Company has appointed BNP
Paribas, London branch, trading in the UK as BNP Paribas ("BNP
Paribas") and Deutsche Bank AG, London branch, trading in the UK as
Deutsche Numis ("Deutsche Numis") to act as Joint Sponsors and
Deutsche Numis to act as financial adviser in relation to the
Transfer. Each of BNP Paribas and Deutsche Numis has given and not
withdrawn their written consent to the inclusion of the reference
to its name in the form and context in which they are included in
this announcement.
About CCEP
CCEP is one of the world's leading consumer goods
companies. We make, move and sell some of the world's most loved
brands - serving nearly 600 million consumers and helping over 4
million customers across 31 countries grow. We combine the strength
and scale of a large, multi-national business with an expert, local
knowledge of the customers we serve and communities we support.
For more information about CCEP, please visit the
Investors section of our website cocacolaep.com & follow CCEP
on LinkedIn @coca-cola-europacific-partners.
1
under Rule 21.5 of the UK Listing Rules as modified by Transitional
Provision 2 (the "Transfer")
2
under section 2.1.6 of the FTSE Index Series Guide to Calculation
Method for the Median Liquidity Test, v2.8 July
2024
Enquiries
Corporate broker and joint sponsor
BNP Paribas: Virginia Khoo virginia.khoo@uk.bnpparibas.com
Corporate broker and joint sponsor
Deutsche Numis: Lewis Burnett lewis.burnett@dbnumis.com
General Counsel and Company
Secretary: Clare Wardle secretariat@ccep.com
Investor Relations: Sarah
Willett sarah.willett@ccep.com
Media: ccep@portland-communications.com
Forward-Looking Statements
This announcement contains
statements, estimates or projections that constitute
"forward-looking statements" concerning the financial condition,
performance, strategy and objectives of Coca-Cola Europacific
Partners plc and its subsidiaries (together CCEP or the Group).
Generally, the words "ambition", "target", "aim", "believe",
"expect", "intend", "estimate", "anticipate", "project", "plan",
"seek", "may", "could", "would", "should", "might", "will",
"forecast", "outlook", "guidance", "possible", "potential",
"predict", "objective" and similar expressions identify
forward-looking statements, which generally are not historical in
nature. Forward-looking statements are
subject to certain risks that could cause actual results to differ
materially from CCEP's historical experience and present
expectations or projections. As a result, undue reliance should not
be placed on forward-looking statements, which speak only as of the
date on which they are made.
Due to these risks, CCEP's actual
future financial condition, results of operations, and business
activities, including its results, dividend payments, capital and
leverage ratios, growth, including growth in revenue, cost of sales
per unit case and operating profit, free cash flow, market share,
tax rate, efficiency savings, achievement of sustainability goals,
including net zero emissions and recycling initiatives, capital
expenditures, and ability to remain in compliance with existing and
future regulatory compliance, may differ materially from the plans,
goals, expectations and guidance set out in forward-looking
statements. These risks may also adversely affect CCEP's share
price. Additional risks that may impact CCEP's future financial
condition and performance are identified in filings with the SEC
which are available on the SEC's website at www.sec.gov. CCEP does
not undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required under applicable
rules, laws and regulations. Any or all of the forward-looking
statements contained in this filing and in any other of CCEP's
public statements may prove to be incorrect.
End
Annex
The following is a summary of the
key provisions of the SHA relating to the rights of Olive HoldCo
and Red in respect of the governance of the Company.
Composition of the
Board
The SHA provides that the board of
directors of the Company (the "Board") will at all times comprise a
majority of independent non-executive directors ("INEDs") and a majority of directors who
are non-US citizens and not resident in the US.
Nomination of
Directors
The SHA states that, if Olive's
HoldCo's Equity Proportion (as defined in the SHA) is:
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25 per cent. or more, Olive HoldCo
may nominate a maximum at any one time of five persons as
directors;
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(b)
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20 per cent. or more, Olive HoldCo
may nominate a maximum at any one time of four persons as
directors;
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(c)
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15 per cent. or more, Olive HoldCo
may nominate a maximum at any one time of three persons as
directors;
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(d)
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10 per cent. or more, Olive HoldCo
may nominate a maximum at any one time of two persons as directors;
or
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5 per cent. or more, Olive HoldCo
may nominate at any one time of one person as director,
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(any such director, an
''Olive HoldCo Nominated
Director'').
The SHA states that, if Red's Equity
Proportion (as defined in the SHA) is:
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(a)
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10 per cent. or more, Red may
nominate a maximum at any one time, of two persons as directors;
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(b)
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5 per cent. or more, Red may
nominate one person as a director,
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(any such director, a ''Red Nominated Director'').
Appointment of the
Chairman
Sol Daurella was appointed as the
initial Chairman.
Under the SHA, the procedures
governing the appointment and removal of any subsequent Chairman
depend on whether Olive HoldCo's Equity Proportion is at least 25
per cent.
If Olive HoldCo's Equity
Proportion is at least 25 per cent.
If Olive HoldCo's Equity Proportion
is at least 25 per cent., Olive HoldCo will have the right to
nominate an Olive HoldCo Nominated Director as Chairman, subject to
the approval of the Board (including the approval of at least one
Red Nominated Director if Red's Equity Proportion is at least 10
per cent.).
If such nominee is not so approved,
Olive HoldCo will have the right to nominate an alternative Olive
HoldCo Nominated Director as Chairman, subject to the approval of
the Board (including the approval of at least one Red Nominated
Director if Red's Equity Proportion is at least 10 per
cent.).
If such alternative nominee is not
approved by the Board (including the approval of at least one Red
Nominated Director), the Nomination Committee will nominate a
candidate to be appointed as Chairman, and any such nominee's
appointment will be subject to the approval by the Board,
including approval by: (i) at least one Olive HoldCo Nominated
Director (if Olive HoldCo's Equity Proportion is at least 15 per
cent.), (ii) at least one Red Nominated Director (if Red's Equity
Proportion is at least 10 per cent.), and (iii) a simple majority
of all INEDs present and eligible to vote on the
decision.
If Olive HoldCo's Equity
Proportion is below 25 per cent.
If Olive HoldCo's Equity Proportion
is below 25 per cent., the nomination of the Chairman will be made
solely by the Nomination Committee, and any such nominee's
appointment will be subject to the approval of the Board, including
approval by (i) at least one Olive HoldCo Nominated Director (if
Olive HoldCo's Equity Proportion is at least 15 per cent.), (ii) at
least one Red Nominated Director (if Red's Equity Proportion is at
least 10 per cent.), and (iii) a simple majority of all INEDs
present and eligible to vote on the decision.
For so long as such person remains a
director of the Company, the term of any subsequent Chairman will
be three years. The term of any such subsequent Chairman may be
extended for further periods of three years with the approval of
the Board, including (i) at least one Olive HoldCo Nominated
Director (if Olive HoldCo's Equity Proportion is at least 15 per
cent.), (ii) at least one Red Nominated Director (if Red's Equity
Proportion is at least 10 per cent.), and (iii) a simple majority
of all INEDs present and eligible to vote on the
decision.
Removal of any
Chairman
For so long as a Chairman nominated
by Olive HoldCo is a director of the Company, such Chairman may
only be removed as Chairman prior to the end of his or her
three-year term if the Board (excluding, for these purposes, Olive
HoldCo Nominated Directors) unanimously resolves to do
so.
The Board may resolve to remove a
Chairman nominated by the Nomination Committee as Chairman from
time to time by a simple majority vote of the Board present and
eligible to vote on the decision.
As from the Company's annual general
meeting in May 2025, any Chairman, whether nominated by Olive
HoldCo or the Nomination Committee, will be subject to annual
(re-)election to be a director of the Company by Company
shareholders.
Chief Executive
Officer
The appointment of any Chief
Executive Officer and any extension of such person's term will be
subject to the approval of the Board, including (i) if Olive
HoldCo's Equity Proportion is at least 15 per cent., at least one
Olive HoldCo Nominated Director and (ii) if Red's Equity Proportion
is at least 10 per cent., at least one Red Nominated Director. The
Board may remove the Chief Executive Officer at any time by a
simple majority vote of the Board present and eligible to vote on
the decision.
Matters Requiring Approval of
the Board
The SHA provides that the Company's
Board chart of authority cannot be amended to relieve the Board of
the authority granted to it unless a majority of the Board,
including (i) if Olive HoldCo's Equity
Proportion is at least 15 per cent., at least one Olive HoldCo
Nominated Director and (ii) if Red's Equity Proportion is at least
10 per cent., at least one Red Nominated Director,
decide.
In addition, no member of the
Company group may take any action in relation to the following
matters, without the approval of the Board, including (i) at
least one Olive HoldCo Nominated Director (if Olive HoldCo's Equity
Proportion is at least 15 per cent.), and (ii) at least one Red
Nominated Director (if Red's Equity Proportion is at least 10 per
cent.):
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adopt or amend the INED suitability
criteria;
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adopt or amend any annual business
plan or long term business plan (provided that, where any such
Olive HoldCo Nominated Director and/or Red Nominated Director did
not approve such business plan prior the start of the applicable
financial year, then such business plan may be adopted by a simple
majority of the Board if it is revised in a way that seeks to
address the concerns of the relevant director who did not approve
it and provided it satisfies certain prescribed
criteria);
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any suspension, cessation or
abandonment of any material activity of the Company or any member
of the Company group or any material change to the nature, primary
focus or geographical areas of the business of the Company group or
the closing of any material operating establishment of the business
of the Company group;
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any material acquisition or disposal
by the Company or any member of the Company group of (a) any
undertaking, business, company or securities of a company or (b)
any assets or property (other than in the ordinary course of
business);
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any material actual or proposed
reorganisation or liquidation of any member of the Company
group;
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issue any securities or grant any
person rights to be issued securities representing more than 10 per
cent. of the issued share capital of the Company, other than in
accordance with any equity incentive scheme of the Company approved
by the Board on the recommendation of the Remuneration
Committee;
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issue any securities on a
non-pre-emptive or non-pro-rata basis, other than in accordance
with any equity incentive scheme of the Company approved by the
Board on the recommendation of the Remuneration
Committee;
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agree a change of listing venue,
additional listing venue or cancellation of any listing;
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change the country of incorporation
of the Company;
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amend or repeal the constitution, or
adopt a new constitution, of the Company;
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enter into any commitments or
arrangements that are material to the business of the Company
group outside the ordinary course and not specifically identified
in any annual business plan;
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agree to any material variation or
modification to, or waiver, of any right or claim under any of the
agreements entered into in connection with the transaction in 2016
that created the Company;
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the appointment or removal of the
auditors of any member of the Company group;
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change the Company's name or any
business name under which it trades.
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