Welcome to Orora's acquisition of Saverglass conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Orora CEO, Mr. Brian Lowe. Please go ahead. Good morning, and thank you all for joining us today for Orora's announcement of the acquisition of Saverglass, the market leader in the production and decoration of high-quality, premium spirits and wine glass bottles. I'm joined by Shaun Hughes, our Chief Financial Officer, and he'll join me in the Q&A at the conclusion of the presentation. Before we start, please do take note of the important information on slides 3 to 5 of our investor presentation. Today's announcement is the culmination of four years of disciplined execution of our strategy and strategic priorities, and I'm excited to talk to you about why the acquisition of Saverglass is a very attractive opportunity. Orora's strategy is to be a design-led, sustainable packaging solutions provider. Our operating businesses are delivering to our strategy, and our balance sheet remains strong. We have a terrific beverage cans business, in which we are investing in significant capacity expansion to support the strong growth in cans, underpinned by long-term customer contracts. Our beverage glass business is a major supplier to the wine industry in Australia and has been diversifying its product portfolio. Orora Packaging Solutions in North America has been on a successful journey to improve margins, as well as develop growth opportunities using their design capabilities, and we are currently investing in new sales resources to drive organic growth. Not only has our disciplined approach been driving operational excellence, we have deployed that same discipline to ensuring our businesses can grow. Shortly after my appointment as CEO in 2019, we divested the fiber packaging business in Australasia. This was because we received a compelling offer and that the fiber business was not in a position to grow in Australasia. In looking at how to support growth, we've been focused on potential M&A targets, both domestic and international, and have set key criteria for potential targets. These include: the target must have strategic alignment to what we do today. It must move us up the value chain, reflecting higher margins and where it has a high product-to-pack ratio. The target must have the ability to grow in its own right and cannot be a broken business. This discipline has seen us consider a walk away from many potential transactions. The acquisition of Saverglass represents a highly strategic acquisition and compelling next step in Orora's growth strategy, expanding and extending our beverage operating footprint geographically at scale and our product capabilities. With that introduction, I'll now turn to slide eight, where I can cover the summary of the Saverglass transaction and the investment highlights. So on slide eight, Saverglass is a global leader in the design, manufacture, and decoration of high-end bottles for the premium and ultra-premium spirit and wine markets. The acquisition price of EUR 1.29 billion, or approximately AUD 2.156 billion, an implied acquisition multiple of 7.7x adjusted EBITDA before synergies, or 7.3x after synergies. Saverglass has an extensive manufacturing footprint with specialized assets and technical capabilities across six sites in Europe, North America, and the UAE, in close proximity to key global production regions and customers worldwide. With over 50 years of craftsmanship, Saverglass is a long-term partner for some of the world's most well-known names in luxury wine and spirits, many of which you will instantly recognize. Its sticky customer base is a testament to its market-leading design capabilities, with its customers' success intrinsically linked to Saverglass's proprietary bottles. Their exclusive designs, quality, and craftsmanship are critical to the brand recognition and success of their customers. Saverglass has achieved 16% year-on-year revenue and EBITDA growth since calendar year 2019, delivering EUR 168 million of EBITDA from EUR 735 million of revenue in the last 12 months to June 2023. Looking at the specific investment highlights in detail, the acquisition of Saverglass delivers a unique acquisition of a global market leader, extending and enhancing Orora's core competencies in premium, value-added, sustainable beverage packaging. It is well-positioned to benefit from ongoing growth trends, trends in premium spirits and wine, enhancing Orora's embedded organic growth outlook. It unlocks significant value creation opportunities for the combined group, leveraging complementary operational footprint, sustainability practices, and customer network.... creates a global, diversified packaging player of scale, with a strengthened platform and multiple growth avenues. We gain access to a highly capable management team, with significant experience in leading a global network of glass manufacturing sites. And importantly, this is the acquisition of a well-invested, established business model with a historically consistent long-term growth profile and robust financial performance. I'll now turn to Slide nine. Saverglass represents a material value creation opportunity for Orora shareholders. The acquisition is anticipated to be mid-single digit EPS accretive in the first full year of ownership, inclusive of run rate synergies. Orora expects to realize meaningful synergies of AUD 15 million from network optimization at Gawler, and cost rationalization, and procurement benefits across the combined businesses. The return on investment contribution is expected to be above Orora's weighted average cost of capital. Post-transaction, Orora intends to maintain its existing dividend policy of 60%-80% of group, of group NPAT. The transaction funding will come from a AUD 1.345 billion equity raising, by way of a fully underwritten institutional placement and accelerated non-renounceable pro rata entitlement offer, and a conservative approach to incremental underwritten debt, representing 2.5 pro forma FY 2023 EBITDA, in line with our target leverage range. Saverglass will become the central piece of Orora's global glass business unit, and will operate as a third platform for growth. Saverglass and Gawler will form a global network of high-performance production facilities under the leadership of Saverglass's experienced management team. The Saverglass management team, led by Jean-Marc, remains committed to the future success of the business under Orora's ownership. Please note, the acquisition is subject to customary conditions and regulatory approvals, with completion expected to occur in the last quarter of calendar 2023. I will now turn to Slide 11. Saverglass specializes in the design, manufacture, and decoration of customized high-end glass bottles, differentiated by its integrated decoration capabilities. Premium spirits represent approximately 65% of sales in 2022, with premium still and sparkling wines accounting for approximately 26% and 9% respectively. Further to this, Saverglass has a diversified geographical sales base with 28% of 2022 revenue coming from Europe, excluding France, 39% from France, 28% from the Americas, and 5% from other regions. Critically, Saverglass has a loyal, long-term customer base, with an average relationship of 15 years for its top 20 customers. Supported by its patented technology and techniques, Saverglass has unrivaled capabilities and is the preferred bottling partner for high-end luxury spirits and wine producers globally, able to create tailored and bespoke designs for its customers. Off the back of these unique characteristics, Saverglass has amassed an impressive approximately 33% market share in the premium plus spirit bottle market globally. Turning to Slide 12. Saverglass are true partners with their customers in their brand development, acting as a key marketing partner to create a differentiated bottle design, designs that are instantly recognized by loyal and adventurous consumers worldwide. The Grey Goose vodka bottle you see on this page, that I'm sure many of you on this call are familiar with, reflects a 20-year customer relationship in which Saverglass has developed this iconic bottle using proprietary in-house technology that is integral to the product's design and global recognition. In this way, Saverglass entrenches its customer relationships and remains a fundamental part of its customers' brand success, with significant longevity and very low customer churn. Now I'm on Slide 13. Having visited the Saverglass production facilities with our Gawler glass management team, I can say the quality of the Saverglass products are second to none. They provide their customers with leading end-to-end integrated design capabilities, supported by proprietary and patented technology. Their state-of-the-art decoration capabilities include screen printing, metallization, coating, sandblasting, embossing, and hot stamping, with many of these processes able to utilize organic materials and inks, and their metallization capabilities, in particular, are simply stunning. Critically, from a commercial perspective, Saverglass retains exclusive rights to its bottle designs, enhancing customer stickiness and intrinsically linking Saverglass to its customers' brands. Turning to Slide 14. Over the last 20 years, Saverglass has expanded its footprint to create a strategically global network comprising of 6 sites across 3 continents, all in close proximity to key customer production regions, and this includes 9 furnaces and 4 decoration plants. While the majority of Saverglass' customers are concentrated in these key production regions, Saverglass distributes products to customers in over 100 countries. French operations service the exclusive origin of Cognac, Champagne, and French luxury wine markets, as well as the broader European spirits production. Recent expansion into Mexico positioned Saverglass at the heart of tequila country, while also supporting the broader high-end North American spirits market. Their facility in the UAE completes its global network, providing operating flexibility and the ability to optimize customer outcomes. I'll now turn to slide 15. Saverglass' global expansion is a testament to its management team, led by Jean-Marc, who have successfully undertaken greenfield developments in new operating regions of the UAE and Mexico, and brownfield refurbishments, including the conversion of the site at Arques into a state-of-the-art premium production site and ongoing modernization of Ghlin. Most recently, Saverglass commissioned its second furnace in Mexico in January of 2023, creating further capacity to support future growth in North America. Approximately EUR 450 million has been invested in production-related assets over the last five years, with Orora acquiring a well-invested industrial footprint. Turning now to slide 16. Like Orora, Saverglass is committed to sustainable development and delivery of its decarbonization strategy. Saverglass are committed to be carbon neutral by 2050, with a 50% reduction in greenhouse gas emissions from its manufacturing processes by 2035, and a 70% target for cullet by 2025. Importantly, these sustainability targets are in line with, and in some instances, in advance of Orora's sustainability target, as reflected by its Science Based Targets initiative certification, an example of Saverglass's level of commitment to reducing greenhouse gas emissions. Turning to slide 17, and Saverglass' historical financial performance. Saverglass has delivered sustained year-on-year growth of approximately 6% from 2008 to 2022. Their leading market position is illustrated by their consistent margin profile and sustained growth, having delivered 16% revenue and EBITDA CAGR over the last period from calendar year 2019 to June 2023. Saverglass' ability to maintain its impressive EBITDA margin in the range of 22%-24% is driven by its sticky and diverse customer base and relatively inelastic demand profile, allowing it to pass through input cost price inflation to its customers. Volume growth has largely been driven by international expansion and increased production capacity, as well as strong organic growth in end customer demand. Turning now to slide 19. Orora's acquisition of Saverglass is strongly aligned to our growth strategy and provides valuable future growth avenues for the combined group. Saverglass enhances our existing value-added beverage packaging capabilities and provides significant geographical diversification and meaningful scale, enabling us to optimize production and leverage combined expertise. Their technical capabilities provide a strong business moat, something that we, and I am sure that investors highly value. Saverglass' well-invested asset portfolio, when combined with Orora's glass operations in Gawler, will establish an enhanced global network to drive an incremental operational flexibility and support growth. This is particularly evident in North America, where Orora's extensive distribution infrastructure in the USA and Mexico, with 50 sites and some 450+ customer relationships in the beverage market, is expected to enhance Saverglass' expansion in that region. Turning to slide 20. Off the back of our extensive due diligence, which includes spending a lot of time on numerous occasions with the Saverglass management team, we are confident that Orora is the logical partner for Saverglass. The compelling reasons for this partnership are listed on this slide and include creation of a unique global footprint, including networking Gawler, leveraging the combined deep glass industry knowledge of both businesses, utilizing Orora's substantial North American footprint to accelerate Saverglass' growth in that region, and the enhanced customer network opportunity for Saverglass to leverage Orora's existing domestic and North American beverage customers. Turning to slide 21. I've already touched on the specific investment highlights of the Saverglass acquisition in our transition summary slide, so I'll now take you through a deeper dive into the six identified investment highlights of the Saverglass acquisition, which are covered in the next nine slides. Turning to slide 22. Saverglass focuses solely on servicing the premium and ultra-premium wine and spirit segments, with highly specialized design and manufacturing capabilities.... In this way, it is highly complementary to Orora's existing presence in the more commercialized end of the market, and will significantly enhance Orora's capabilities. Saverglass has established itself as a global market leader in this high-end section of the market, with a differentiated proposition to global mass market competitors and smaller scale localized premium players. Orora is committed to maintaining Saverglass's market-leading position, and at the same time, enhancing Orora's Australian glass business with exposure to new markets. Turning to slide 23. The premium spirits and wine categories continue to exhibit outpaced growth, providing strong tailwinds for Saverglass's end markets, reflecting strong premiumization trends. This is supported by strong resilience in the premium alcohol market, despite an observed slowdown in consumption of commercial volumes. Premium plus spirits are expected to grow at around 4%-5.5% compared to less than 2% for standard and value categories. Similarly, in wine, the luxury segment is expected to grow at more than four times the rate of value and standard wines. The trend is further supported by the continued popularity of craft brands, which we also benefit from within our cans business, with consumers seeking high quality and sustainable products, and often in higher margin formats. Turning to slide 24. Saverglass's impressive global presence means it is well-positioned to benefit from favorable growth trends in all key producing markets. This has been the underlying driver for Saverglass's historic growth, strategically building incremental capacity to service increasing customer demand in key production regions. First, in France and Europe, servicing the Cognac, Champagne, and French country of origin wine sectors, as well as the broader European spirits market, including gin and whiskeys. Importantly, Saverglass now has a presence in North America, where they recently commenced operation of their second furnace, strategically positioned in the heart of tequila country in Mexico, to capture projected growth in one of the fastest growing premium spirit categories. Favorable growth trends in rum and bourbon whiskeys are also expected to support Saverglass's expansion in North America. It is also important to call out proximity to customers as a key success factor, and while demand is driven by global consumption trends, Saverglass remains close to the source of production in their regions. Turning to slide 25. Saverglass unlocks significant value creation opportunities for Orora, reflecting the complementary footprint of the go-forward combined group. We have conservatively estimated a AUD 15 million run rate of synergies to be realized across the next 2-3 years, with what we expect to be meaningful, incremental, unqualified, upside future benefits. Synergies are expected to be delivered by incorporating Gawler within the global Saverglass network, providing operational flexibility, additional capacity utilization, opportunities to streamline future capital requirements, and procurement savings. Moving now to slide 26. We also expect valuable but unquantifiable benefits from combining customer relationships and cross-sell benefits from enhanced product capability and geographical presence. Orora is also very excited about the opportunity to leverage our significant existing customer base of over 450 beverage customers in North America, to supercharge Saverglass's growth into the American premium wine and spirit markets. The combined Orora and Saverglass management teams are also expected to drive significant process optimization as a result of the adoption of best-in-class practices and operational discipline across the group, including sustainability practices. Now turning to slide 27. Saverglass not only provides Orora with valuable incremental scale, but also significant diversification benefits, with enhanced geographic product and end market exposures. As a more diversified, truly global packaging solutions player, Orora is expected to benefit from enhanced resilience and the additional market opportunities and growth avenues. The combined business will be more highly leveraged to beverage packaging production, with glass and cans comprising 66% of EBIT. Saverglass enhances Orora's existing footprint in North America and Asia Pacific, while providing new market opportunities through the addition of its European customer base. The combined business will also benefit from a more highly leveraged, premium-focused business, enhancing Orora's value-added capabilities. Turning now to slide 28. Saverglass will become the centerpiece of Orora's glass business and will operate as a newly created standalone business. We're excited to welcome the highly experienced Saverglass management team, led by Jean-Marc, who have an average of over 15 years experience. They remain committed to the success of the combined group and are supportive of the combined business, and will remain with the business under Orora's stewardship. Integration is expected to be relatively straightforward, with Saverglass retaining its existing operational structures and divisional reporting lines, overseen by Orora's CEO and CFO. Turning to slide 29. Saverglass has historically delivered sustained, strong performance across key financial metrics. Importantly, Saverglass enhances Orora's existing business profile by delivering revenue and earnings momentum to Orora. It also adds important scale and further earnings resilience. Orora's revenue CAGR from FY 2020 to FY 2023 increases from 6.4% to 8.7%. Underlying EBIT margins improve 160 basis points to 9.1%, with a 57% uplift in underlying EBIT to AUD 503 million on a post-IFRS 16 basis. Now turning to slide 30. This slide sets out the pro forma balance sheet and illustrates the estimated impact of the acquisition and equity raise on the 30th of June, 2023 Orora balance sheet. Note, this is illustrative only and based on Saverglass's unaudited accounts at the 30th of June, 2023. Adjustments have been made to account for the estimated impact of purchase price accounting, which will be finalized after completion and is subject to change. Post-completion, Orora is expected to have combined revenue of $5.5 billion, underlying EBITDA pre synergies of $749 million, up 69%, and an underlying margin of 13.5%, up 320 basis points. Underlying EBIT pre synergies of $487 million, up 52%. Importantly, Orora remains well capitalized after the acquisition, with pro forma June 2023 leverage of 2.5 times, within the target range of 2-2.5 times. Turning to section four, where I'll outline the details of the capital raising, which is on slides 32-34. A material portion of the acquisition consideration for Saverglass will be funded through a AUD 1.345 billion equity raising, comprising a fully underwritten institutional placement of AUD 450 million, and a AUD 895 million one-for-2.55 accelerated non-renounceable pro rata entitlement. The equity raising will be conducted at AUD 2.70 per new share, which represents a 21.3% discount to AUD 3.43, based on the last close of Orora shares on Friday, the 25th of August, 2023, adjusted for the AUD 0.09 final dividend. The equity raising will result in approximately 498 million new shares being issued, representing approximately 59% of Orora's existing issued capital. The institutional placement will be open to existing and new eligible institutional shareholders. Under the retail entitlement offer, eligible retail shareholders who take up their full entitlement may also apply for additional new shares in excess of their entitlement to a maximum of 50% of their entitlement at the offer price. Turning to slide 33. The acquisition of Saverglass will be funded through a combination of new debt to the order of EUR 875 million, and the aforementioned AUD 1.345 billion equity raising. Initial debt facility will take the form of a EUR 1.05 billion fully underwritten bridge, which is expected to be replaced with long-term bank debt facilities post-completion of the transaction, if not earlier. The debt drawdown is intended to be done denominated in euros. The AUD 2.22 billion of incremental debt to the equity funding is being used towards the acquisition consideration of the EUR 1.29 billion, or approximately AUD 2.156 billion, an estimated transaction costs of AUD 64 million associated with the acquisition, debt, and equity raising. Turning to slide 34. Following completion of the acquisition of Saverglass and associated equity raising and incremental debt drawdown, Orora's pro forma net debt at June 2023 is expected to be 2.5 times. The acquisition is expected to be more than double Orora's existing plant and property and equipment balance, with Saverglass contributing EUR 845 million in PP&E, largely comprising its global manufacturing facilities. We should note this pro rata balance sheet is illustrative only and reflects adjustments to account for the estimated financial effect of accounting for acquisition, noting the purchase price accounting will be finalized after completion. Turning now to slide 35. The institutional entitlement offer and placement bookbuild will open today, the 5th of September, 2023, and close Wednesday, the 6th of September, with settlement of the new shares to take place on Wednesday, the 13th of September, 2023. The retail entitlement offer will open at 9:00 A.M., Sydney time, on Tuesday, the twelfth of September, 2023, closing at 5:00 P.M., Sydney time, on Monday, the 25th of September, 2023. The settlement of the retail entitlement offer shares is expected to occur on Friday, the 25th of September, 2023. So with that, thank you all for listening today. Overall, we see this as a premium business that has great alignment to Orora and will support our long-term future strategy.