4 Key events and transactions
The following events and transactions took place during the year ended 31 December 2020.
The Group refinanced its debt in June 2020, which involved the following transactions:
- The issue of senior unsecured notes on the Global Exchange Market of Euronext Dublin.
- The signing of a new senior unsecured term loan and a revolving credit facility.
- The repayment and derecognition of existing secured term loans.
The impacts of the refinancing transactions on the Group’s financial position and performance are described in more detail in note 22.
New sleeves manufacturing facility in China
The lease of the Group’s second sleeves manufacturing facility in China commenced in December 2020. The Group has during the year invested in its own production equipment to be used in the new facility. For information about the impacts of the commencement of the lease of the new sleeves manufacturing facility and the capital expenditure incurred on the Group’s financial position and performance, see further notes 11, 12, 13 and 22.
Management considers that the business of SIG is well placed to withstand the impacts of the global spread of the corona virus (COVID-19) and its repeated outbreaks due to its role in the supply chain for essential food and beverages and its broad geographic reach. There have been no significant COVID-19-related disruptions and operational impacts at any of SIG’s plants up to the date of approval of these consolidated financial statements. See note 5.4 for additional details.
Changes in ownership
Onex Corporation (“Onex”), which acquired the Group in 2015, has since the Company’s listing in 2018 gradually reduced its shareholding in the Company. Onex reduced its shareholding to below 20% in August 2020 and sold all its remaining shares in the Company in December 2020 (see further note 29).
Organisational changes in the Group Executive Board
The Group has during the year ended 31 December 2020 implemented or initiated organisational changes in its Group Executive Board. The former Chief Financial Officer (Samuel Sigrist) was appointed Chief Executive Officer effective 1 January 2021 following the voluntary departure of the former Chief Executive Officer (Rolf Stangl). On the same date, the appointment of Frank Herzog as Chief Financial Officer took effect. He joined the Group from an unrelated business. The position of Chief Market Officer (formerly held by Markus Boehm) was eliminated in August 2020, with the responsibilities of that position re-allocated within the Group. Martin Herrenbrück, who held the position of President and General Manager of Europe, voluntarily left the Group as of 31 December 2020. José Matthijsse took over his position as President and General Manager of Europe effective 1 February 2021. She joined the Group from a business in the food and beverage industry. See also note 29.
New Zealand paper mill
The Group has been assessing the continued viability and different strategic alternatives for its paper mill in New Zealand (Whakatane). The mill primarily produces liquid paper board for use by SIG entities and the Group’s joint ventures in the Middle East. As a consequence of the assessments, impairment losses of €38.0 million on production-related assets were recognised in the consolidated statements for the year ended 31 December 2020 (€33 million net of tax). See further notes 9, 12 and 15.
Subsequent to 31 December 2020, the Board of Directors made the decision to close the paper mill and increase the sourcing of liquid paper board from existing third-party suppliers. The Group will enter into the required consultation process with employees. As a result of the closure decision, management expects to recognise plant decommissioning and redundancy costs of around €30 million in the first half of 2021. As assets of the mill are monetised over time, the operating and free cash flow impact of these costs is expected to be reduced.
Announcement of agreement to acquire the remaining shares of the joint ventures in the Middle East
The Group announced on 25 November 2020 that it has entered into an agreement to acquire the remaining 50% of the shares in its two joint ventures in the Middle East from the joint venture partner Obeikan Investment Group (“OIG”). The joint ventures will thereby become fully owned subsidiaries. The acquisition will give the Group full control over a business with strong growth prospects in a growing market and expand its global presence.
The acquisition is expected to complete before the end of the first quarter of 2021. The completion is subject to customary closing conditions and approvals from regulatory authorities. The consideration for the shares of the joint ventures will be made up of €167 million in cash and around 17.5 million newly issued SIG ordinary shares (to be issued out of authorised share capital). After the transaction, OIG will hold approximately 5% of the issued SIG shares.
In the year ended 31 December 2020, the two joint ventures generated revenue of approximately €266 million (excluding revenue from inter-company transactions between the two joint ventures) and adjusted EBITDA of approximately €78 million (see note 9 for the Group’s definition of adjusted EBITDA). The net debt of the two joint ventures was approximately €70 million as of 31 December 2020 (see note 21 for the Group’s definition of net debt). For further information about the two joint ventures, see note 28.
Abdallah Obeikan, Chief Executive Officer of OIG and currently Chief Executive Officer of the two joint ventures in the Middle East, will be nominated for election to SIG’s Board of Directors at the next Annual General Meeting in April 2020 subject to completion of the acquisition and other customary conditions. Abdelghany Eladib, currently Chief Operating Officer of the joint ventures, will become a member of SIG’s Group Executive Board and take on the role of President and General Manager of Middle East and Africa subject to and as of completion of the acquisition. This will result in a split of SIG’s current segment EMEA (“Europe, Middle East and Africa”) into two segments: Europe and MEA (“Middle East and Africa”).