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Business Combination (Q&A)

Jun 20, 2024

Nick Hampton
CEO, Tate & Lyle

Good morning, everyone, and thank you for joining today's presentation. We are now into the live Q&A. As I said in the pre-recording, today we announce the start of an exciting new era for Tate & Lyle, with the proposed acquisition of CP Kelco. A transaction that significantly accelerates our growth-focused strategy and delivers on our ambition to become a leading and differentiated specialty food and beverage solutions business. Turning now to your questions. The first question comes from Damian McNeela at Deutsche Numis. Damian, good morning.

Damian McNeela
Director, Deutsche Numis

Hi, good morning, Nick. Morning, Dawn. Two questions from me, please. Firstly, just are you able to sort of provide a bit more granularity on the margin buildback within CP Kelco? How much of that is sort of self-help? How much of that is sort of dependent on market recovering? And then, secondly, just is there any indication of what proportion of CP Kelco's revenues are solutions-based, and whether you're going to change your sort of medium-term targets around, proportion of sales from solutions, please?

Nick Hampton
CEO, Tate & Lyle

Thank you, Damian. Thank you for your question. Look, maybe I'll take the first question, but look, if I sort of take a step back here and look at the big picture, when we've talked about doing M&A consistently to you over the last five years, we've said that whatever we do has to increase customer relevance. And what this does for us is it secures leadership in mouthfeel, along sweetening and fortification. We also said that whatever we do has to expand our exposure to growth markets, and it does that. It takes us from 30%-35%. And if you think about those two things in the round, and you think about the innovation in growth markets, this will no doubt accelerate our ability to provide solutions to customers versus selling ingredients.

And we'll think about what the right target for that is, as we put the two businesses together and think about the specific growth strategies on a region-by-region, category-by-category perspective. But there's no doubt that their solutions offering with our solutions offering will allow us to accelerate solution selling and top-line growth. And then you link that to your second question about margin recovery and expansion. A lot of this is about growth and solutions, so our ability to shift the mix of the portfolio of both businesses, and that's reflected in how we thought about the guidance on the top line, so increasing the guidance to the top end of our range.

It's also about a recovery from a low point in the cycle as we start to see the benefits of the significant capital investments they've made in productivity and capacity flow through, and it's also about a portion of industry recovery. So we're really confident over the next few years, we'll see margins recover to more like historical levels on a steady basis. So yeah, hopefully, that gives you a sort of sense of answers to your two questions.

Damian McNeela
Director, Deutsche Numis

Yep, that's very clear. Thank you.

Nick Hampton
CEO, Tate & Lyle

Our second question comes from Karel Zoete at Kepler. Karel, good morning.

Karel Zoete
Head of Netherlands Equity Research, Kepler

Yes, good morning. Thanks for taking the questions. I've a question with regards to the guidance for EBITDA growth. Now, you say for the top line, we expect to be at the high end of the 4%-6%, and there's significant margin expansion. Does that imply that EBITDA growth in the years ahead will be above the old mark of 7%-9%? And the second question is, are there certain areas where you say antitrust issues might be present, and there's overlapping clients or capabilities? Thank you.

Nick Hampton
CEO, Tate & Lyle

Sure, I'll ask Dawn to take the question on EBITDA in a minute. Let me add a couple of points first, though. On antitrust, we clearly have to go through antitrust clearance, as is normal in any transaction of this size, but we don't see any specific issues in any geography. It's obviously going to drive the timeline to completion because there's a sort of probably 4-month process to get through antitrust, but we don't anticipate any problems.

On your question on EBITDA growth, I mean, clearly, as we add in the natural growth cycle of the business, the 7%-9%, and we add in the cost synergies, which by the way, we've worked really hard in partnership with the CP Kelco team to frame up, we're gonna see those flow through in the first couple of years. And there's natural recovery as we move to solution selling. We'd expect to see very favorable EBITDA growth over the first few years and sustaining our longer-term guidance into the medium term. And of course, the medium term is a few years out. I don't know, Dawn, whether you want to add anything specifically to that?

Dawn Allen
CFO, Tate & Lyle

Yeah, I mean, thanks, Karel. I mean, you know, I would say we're really excited about this combination. CP Kelco has a broad, high-quality portfolio, a well-invested asset base, and actually a really strong customer reputation. So the combination enables us to deliver enhanced EBITDA margin along the three drivers that Nick talked about: cost synergies in the first two years, revenue synergies up to 10% over the first few years, as well as the recovery in the CP Kelco business. You know, and as I talked about, this is a very strong-performing business. If you look over the longer term, its margins are above 20%, so that should give us confidence, actually, that we can accelerate the EBITDA.

Nick Hampton
CEO, Tate & Lyle

Okay, let's move on. So, our next question comes from Alex Sloane at Barclays. Alex, good morning.

Alex Sloane
Consumer Ingredients Equity Research Analyst, Barclays

Yeah, morning, Nick. Morning, Dawn. A few questions from my side, and just firstly on CP Kelco. In terms of the volume decline, I think 13% volume decline in 2023. Are you able to kind of break that down in terms of what was destocking, what was market? And if any of that market growth, you know, was part structural, or you see it all as kind of cyclical pressure.

And, you know, related, I guess, in terms of the recovery at CP Kelco, before we think about synergies, do you have a view on where EBITDA might have got back to in, say, 2025 on a standalone basis? And then just the second question, I think you talked about orange peel being a key feedstock for the pectins. I guess, you know, there's been some concern over supply shortages there. So any impact on the outlook in the short term in terms of input costs on that front? Thanks.

Nick Hampton
CEO, Tate & Lyle

So let me take your three questions in turn. So on the short-term challenge on volume last year, as you said, 13%, I would break that broadly down into two big buckets. You know, 2/3 of it, plus or minus, was the consistent industry decline that we've seen across many ingredient sectors, driven by consumer softness, customer destocking, et cetera. They also had some supply challenges as they bring on stream the significant capital investments they've made. And of course, as those capital investments come on stream, we would expect to see that volume come back. So that's a sort of positive coming into this year.

You know, what we're seeing so far in the first few months of this year is very similar to the shape that we're seeing in our business, which is some volume recovery and revenue recovery, and a sort of stabilization of margin, which is encouraging as we think about moving forward and benefiting from the investments that have been made. So when you think about the recovery, if you take synergies to one side, we're very clear in our minds that we can build margins back to the historical levels over time without synergies. You know, there's the benefits of the significant capital investments that we talked about in the presentation.

There's the natural return to market growth, because fundamentally, these ingredients categories are growing across the world because they're natural, they're clean label, they're from plants, and therefore, they're on trend with consumer trends. So I would think about the cost synergies being a benefit of putting the two companies together, rather than a underlying margin recovery in CP Kelco. And then your last question on orange peel. You know, they are a major player in pectin. They're the number one supplier of pectin globally, and as you would expect, they have very disciplined procurements and hedging policies for raw material purchasing, like we are. So these things always go in cycles. They'll manage that cycle very well, as we would with our corn-based cycle. So let's move on then to Joan Lim at BNP Paribas. Joan, good morning.

Joan Lim
APAC Learning and Development Program Manager, BNP Paribas

Good morning, everyone. Just two questions. I think you mentioned that CP Kelco had sales in personal care and household. Is a new area of adjacency Tate wants to move into, so moving away from food and going more into personal care and household? And my second question is, can you perhaps give us a sneak peek of how CP Kelco can help with solution selling at Tate? Any examples of how this revenue synergies will come from?

Nick Hampton
CEO, Tate & Lyle

Sure. I mean, let me take the first question, second question first, rather, and then I'll come back to the new channels, because fundamentally, the excitement about this combination is our ability to better serve our core categories. So if you look about the overlap of the two businesses, you know, the overlap in the four key global categories we're in is very, very strong, and that allows us more weapons to grow faster with our, with our customer. I'll give you one example. So if you think about, say, a breakfast yogurt, which typically has a fruit compote with it. So typically, you'd find in the, in the yogurt itself, we'd be using our sweetener systems and our, our starch systems to help with sugar reduction and mouthfeel, but we can't help with the fruit compote.

If you think about the fruit compote, CP Kelco brings the pectin that allows the structure of the fruit compote to be shelf stable. So the combination of the two means we can work on the entire product for customers. If you look at an ice cream, for instance, you'll see both their products and our products in it, typically.

If you look at a fruit-based beverage for the sugar reduction, we can provide the solution, but we can't provide the mouthfeel. They can, because of the nature of their pectins and gums businesses. So there are lots of examples where the customer overlap, in terms of solutions capability, is very strong. And I could go category by category and explain that to you.

That's part of the category opportunity over and above the greater exposure to growth markets. You look at adjacent categories, and you think together, we could probably build a stronger business in confectionery. It allows us to strengthen our existing categories beyond where we are, potentially into further categories. To your first question, there's a very interesting go-to-market capability there in personal care, which is actually all about using nature-based ingredients to replace petrochemical-based ingredients.

That's something we've been thinking about as a Tate & Lyle team for a while, and in fact, we did with our old business. They have more presence there, which will allow us to work with them. Some of the innovation conversations we've been having pre this deal with them have actually been about that very thing. How might they take some of our ingredients beyond food? So that, I think, is a longer-term opportunity that's very interesting for us as well.

Joan Lim
APAC Learning and Development Program Manager, BNP Paribas

Thank you.

Nick Hampton
CEO, Tate & Lyle

As far as I can tell, that's the end of the questions today. Look, thank you everyone for watching and for all your questions. I mean, look, in summary, this marks the beginning of a new, ambitious, and exciting year, era for Tate & Lyle and for CP Kelco. This is a real partnership. The proposed combination will create a leading specialty food and beverage solutions business focused on delivering for our shareholders, customers, and employees. Thank you for your time today, and I wish you all a very good day.

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