REG - Coca-Cola EP PLC - Intention to Transfer to ESCC Category

Coca-Cola Europacific PartnersAnnouncement

18/10/2024 07:00

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RNS Number : 6766I  Coca-Cola Europacific Partners plc  18 October 2024

 

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:

 ●    its intention to transfer the UK listing category of its ordinary shares from
      the Equity Shares (Transition) category to the Equity Shares (Commercial
      Companies) category(1). 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;
 ●    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 venues(2), 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;

 

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:

 ●    the application of Listing Principles 3-6 (Chapter 2 and Transitional
      Provision 1(4))
 ●    the requirement to appoint a sponsor (Chapter 4);
 ●    the application of certain additional requirements that are specific to
      companies in the Equity Shares (Commercial Companies) category (Chapter 5);
 ●    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);
 ●    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);
 ●    certain restrictions in relation to further issues of shares and the Company
      dealing in its own securities and treasury shares (Chapter 9); and
 ●    various specific content requirements that will apply to circulars issued by
      the Company to its shareholders (Chapter 10)

 

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:

 ●    The Company is not externally managed for the purposes of UK Listing Rule 5.2.
 ●    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
      (https://www.cocacolaep.com/assets/Governance_docs/Governance-Documents/CCEP-Shareholders-Agreement-28-May-2016.pdf)
 ●    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.
 ●    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.
 ●    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.
 ●    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.

 

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 venues(2)
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 (http://www.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 (mailto:virginia.khoo@uk.bnpparibas.com)

Corporate broker and joint sponsor Deutsche Numis: Lewis Burnett
lewis.burnett@dbnumis.com (mailto:lewis.burnett@dbnumis.com)

General Counsel and Company Secretary: Clare Wardle secretariat@ccep.com

Investor Relations: Sarah Willett sarah.willett@ccep.com
(mailto:sarah.willett@ccep.com)

Media: ccep@portland-communications.com
(mailto: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:

 (a)  25 per cent. or more, Olive HoldCo may nominate a maximum at any one time of
      five persons as directors;
 (b)  20 per cent. or more, Olive HoldCo may nominate a maximum at any one time of
      four persons as directors;
 (c)  15 per cent. or more, Olive HoldCo may nominate a maximum at any one time of
      three persons as directors;
 (d)  10 per cent. or more, Olive HoldCo may nominate a maximum at any one time of
      two persons as directors; or
 (e)  5 per cent. or more, Olive HoldCo may nominate at any one time of one person
      as director,

(any such director, an ''Olive HoldCo Nominated Director'').

 

The SHA states that, if Red's Equity Proportion (as defined in the SHA) is:

 (a)  10 per cent. or more, Red may nominate a maximum at any one time, of two
      persons as directors; or
 (b)  5 per cent. or more, Red may nominate one person as a director,

(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.):

 ●    adopt or amend the INED suitability criteria;
 ●    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);
 ●    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;
 ●    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);
 ●    any material actual or proposed reorganisation or liquidation of any member of
      the Company group;
 ●    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;
 ●    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;
 ●    agree a change of listing venue, additional listing venue or cancellation of
      any listing;
 ●    change the country of incorporation of the Company;
 ●    amend or repeal the constitution, or adopt a new constitution, of the Company;
 ●    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;
 ●    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;
 ●    the appointment or removal of the auditors of any member of the Company group;
 ●    change the Company's name or any business name under which it trades.

 

 

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