4. Key events and transactions
The following key events and transactions took place in the year ended 31 December 2022 or were announced in 2023 before the consolidated financial statements were approved.
Acquisition of Scholle IPN
On 1 June 2022, the Group acquired 100% of the shares of Clean Flexible Packaging Holding B.V. (together with the acquired subsidiaries, “Scholle IPN”) from CLIL Holding B.V. (“CLIL”). CLIL is controlled by Laurens Last and has subsequently been renamed Clean Holding B.V. Scholle IPN provides packaging solutions for beverage, food and non-food products.
The cash consideration for Scholle IPN amounted to €424.3 million. The Group also transferred 33.75 million newly issued SIG shares with a fair value of €686.8 million to CLIL as part of the consideration. In addition, there is contingent consideration of a maximum of $300 million (with an estimated fair value of €113.2 million as of 31 December 2022). The Group also repaid the external loans of Scholle IPN at the closing. For additional information about the acquisition, see note 27.
Acquisition of Evergreen’s chilled carton business in Asia Pacific (“Evergreen Asia”)
On 2 August 2022, the Group acquired Evergreen Asia from Evergreen Packaging International LLC (“Evergreen”). Evergreen Asia offers chilled carton packaging solutions in Asia.
The Group paid €329.5 million in cash (subject to customary closing adjustments) at the time of the closing as consideration for Evergreen Asia. For additional information about the acquisition, see note 27.
Financing of the acquisitions
The initial cash portion of the consideration for Scholle IPN and the repayment of the external loans of Scholle IPN were initially financed by proceeds from an unsecured bridge loan facility. A large portion of this unsecured bridge loan facility was repaid on 30 June 2022 using proceeds from an unsecured Schuldscheindarlehen (“SSD”, a private German debt placement). The remaining proceeds from the unsecured SSD, together with proceeds received from a placement of newly issued SIG shares, were used to finance the consideration for Evergreen Asia. On 28 July 2022, the Group entered into a US Dollar-denominated term loan. The major part of the proceeds from the term loan was used to repay the remaining portion of the unsecured bridge loan facility.
The impact on the Group’s financial position of these financing transactions, including the SIG shares issued and transferred to CLIL as part of the consideration for Scholle IPN, is described in more detail in notes 22 and 24.
Organisational changes in the Group Executive Board and the Board of Directors
The following persons joined the Group Executive Board in the year ended 31 December 2022.
- Fan Lidong – President and General Manager Asia Pacific North
- Angela Lu – President and General Manager Asia Pacific South
- Suzanne Verzijden – Chief People and Culture Officer
- Ross Bushnell – President Scholle IPN
Ross Bushnell became a member of the Group Executive Board on 1 June 2022, while all other changes became effective as of 1 January 2022.
Frank Herzog, Chief Financial Officer, resigned as of 31 December 2022. See further notes 29 and 31.
Gavin Steiner will join the Group Executive Board as Chief Technology Officer on 1 April 2023. Ian Wood will take on the role of Chief Supply Chain Officer.
The following changes took place in the Board of Directors in the year ended 31 December 2022.
- Laurens Last, the former owner of Scholle IPN, was elected to the Board of Directors at the Annual General Meeting on 7 April 2022. He is the second largest disclosed shareholder in SIG (see also notes 24 and 29).
- Nigel Wright decided not to stand for re-election and stepped down from the Board of Directors upon the conclusion of the Annual General Meeting on 7 April 2022.
Bridge loan financing
The Group signed a €400 million unsecured bridge loan facility agreement on 9 January 2023. The facility may be accessed in June 2023, when €450 million of the Group’s senior unsecured notes is due for repayment. See note 22.