ELIS’S RECOMMENDED ACQUISITION OF BERENDSEN: CREATING … · · 2017-06-12ELIS’S RECOMMENDED ACQUISITION OF BERENDSEN: CREATING A ... officers, advisors, employees or agents

ELIS’S RECOMMENDED ACQUISITION OF BERENDSEN: CREATING APAN-EUROPEAN TEXTILE, HYGIENE AND FACILITY SERVICES LEADERJune 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

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This presentation has been prepared by Elis S.A. (“Elis”) in connection with its offer for Berendsen plc (“Berendsen”) (the “Offer”) and does not purport to contain all the information that may be necessary or desirable to evaluate Elis, Berendsen, theOffer or any related business prospects. The information set out in this presentation is not intended to form the basis of any contract or definitive offer of securities capable of acceptance.Readers should consult the documents which will be prepared for purpose of the offer of Elis securities, which will be comprised of a French-language prospectus submitted to the approval of the Autorité des marchés financiers (the “AMF” andthe “French Prospectus”), comprised of (A) the registration document (document de référence) registered with the AMF under no. R.17-0013 on 6 April 2017 (the “Registration Document”), (B) if applicable, the update to the RegistrationDocument (actualisation du document de référence) filed with the AMF (the “Update to the Registration Document”), (C) a listing prospectus (note d’opération) (the “Listing Prospectus”) and (D) the summary of the French Prospectus (includedin the Listing Prospectus). The French Prospectus will be available free of charge from the AMF’s website (www.amf-france.org) and Elis’ website (www.corporate-elis.com). The French Prospectus will present a detailed description of Elis, itsbusiness, strategy, financial condition and results of operations. Readers’ attention is drawn to the risk factors described in Chapter 2 “Risk factors and insurance policy” of the Registration Document, as will be amended and supplemented byChapter 2 of the Update to the Registration Document (if applicable) and the risk factors section of the Listing Prospectus. The materialisation of one or more of the risks described in the French Prospectus may have a material adverse effect onElis’ activities, assets, financial position, results or prospects, as well as on the market price of Elis shares. Any investment decision shall only be made on the basis of the French Prospectus.Neither this presentation, nor any information it contains or other information related to the Offer or to Elis, may be released, presented, published, distributed or otherwise transmitted in, into or from the United States of America, Australia, Canada,Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.Non-compliance with these restrictions may result in the violation of laws and regulations of such jurisdictions. Elis assumes no responsibility for any violation of such laws and regulations by any person.This presentation does not constitute an advertisement or offering memorandum. This presentation should not be construed or treated as providing legal, tax, regulatory, accounting or investment advice, and is not intended to form the basis of anyinvestment decision. You should conduct your own independent analysis of Elis, Berendsen and the Offer, including consulting your own independent advisers.This presentation does not constitute the extension of an offer to acquire, purchase, subscribe for, sell or exchange (or the solicitation of an offer to acquire, purchase, subscribe for, sell or exchange), any securities in any jurisdiction, including theUnited States of America, Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction. Any securities tobe offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registrationor an applicable exemption from registration thereunder. There may be no public offering of securities in the United States.This presentation does not constitute an offer or a solicitation to sell or subscribe requiring a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and Council dated 4 November 2003, as amended, in particular byDirective 2010/73/EU in the case where such directive was implemented into law in the member States of the European Economic Area (together, the “Prospectus Directive”). This presentation is not a prospectus within the meaning of the ProspectusDirective or otherwise.This presentation includes only summary information and does not purport to be comprehensive. No representation, warranty or undertaking, express or implied, is made by Elis as to, and no reliance should be placed on, the accuracy, fairness orcompleteness of the information or opinions contained herein or in any connected written or oral communications. In particular, but without limitation, no representation or warranty is given as to the achievement or reasonableness of, and noreliance should be placed for any purpose whatsoever on, any projections, targets, estimates, forecasts or other information contained in this presentation. None of Elis or any of its affiliates, directors, officers, advisors, employees and agents acceptsany responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith. All information in this presentation is subject to verification,correction, completion and change without notice. In giving this presentation, none of Elis, nor any of its affiliates, directors, officers, advisors, employees or agents undertakes any obligation to provide the recipient with, or with access to, anyadditional information or to update this presentation.This presentation contains information on Elis's development objectives, outlook and plans, and among other things takes into account the realization by Elis of the acquisitions of Compañia Navarra de Servicios Integrales SL, a company governed bySpanish law, and its subsidiaries (together referred to as “Indusal”) and Lavebras Gestão de Têxteis S.A., a company governed by Brazilian law, and its subsidiaries (together referred to as “Lavebras”). Such information is sometimes identified by the useof the future tense, the conditional mood and forward-looking terms such as “think,” “aim,” “expect,” “intend,” “should,” “has the ambition of,” “consider,” “believe,” “wish,” “could” and so forth. This information is based on data, assumptions andestimates that Elis considers reasonable. This information, and such data, assumptions and estimates, may be subject to change or alteration including due to the uncertainties inherent to any business activity and to the economic, financial,competitive, regulatory and climatic environment. All forward-looking statements contained in this presentation are expressly qualified in their entirety by the cautionary statements contained or referred to in this disclaimer. Each forward-lookingstatement speaks only as at the date of this presentation. Elis makes no undertaking to update or revise any information or the objectives, outlook and forward-looking statements contained in this presentation or that Elis otherwise may make, exceptpursuant to any statutory or regulatory obligations applicable to Elis. Moreover, the materialization of certain risks described in Chapter 2 “Risk factors and insurance policy” of the Registration Document (as defined below), may have an impact onElis's activities and its ability to achieve its objectives. Moreover, Elis's ability to achieve such objectives will depend, among other things, on the successful implementation of the strategy described in Section 1.5.2 “Group Strategy” of the RegistrationDocument, along with the successful integration of Indusal and Lavebras. Elis makes no representation and gives no warranty as to the achievement (whether in whole, in part or at all) of the objectives, forecasts, other anticipated benefits, synergiesor otherwise set out in this presentation.No statement in this presentation is intended as a profit forecast, projection or estimate for any period. Persons receiving this document should not place undue reliance on forward-looking statements. Past performance is not an indicator of futureresults and the results of Elis or Berendsen in this document may not be indicative of, and are not an estimate, forecast or projection of, the future results of Elis, Berendsen or the combined group of Elis and Berendsen following completion of the Offer.Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. There are material assumptions underlying such estimated cost savings and synergies,which might therefore be materially greater or less than those set out herein. As a result, the estimated cost savings and synergies referred to herein may not be achieved, may be achieved later or sooner than estimated, or those achieved could bematerially different from those estimated. For the purposes of Rule 28 of the City Code on Takeovers and Mergers (“Takeover Code”), the quantified financial benefits statements contained in this presentation are the responsibility of Elis and the Elisdirectors. In accordance with Rule 28.1 of the Takeover Code, Deloitte (as reporting accountants) and Lazard & Co., Limited (“Lazard”) and Zaoui & Co Ltd. (“Zaoui & Co”) (as financial advisers) have provided reports in respect of such quantifiedfinancial benefits statements, and such reports are set out in the Appendix of Elis's Rule 2.7 announcement in connection with the Possible Offer, published on 6 June 2017. All quantified financial benefit statements herein should be read inconjunction with the Appendix of Elis's Rule 2.7 announcement, which contains, amongst other information, the bases of belief, principal assumptions and sources of information in respect of such quantified financial benefit statements. Neither thesestatements nor any other statement in this presentation should be construed as a profit forecast or interpreted to mean that the combined group’s earnings in any future financial period would necessarily match or be greater than or be less thanthose of Elis or Berendsen for any preceding financial period.This presentation includes market and competition data relating to Elis. Some of this data was obtained from external market research. Such publicly available data is not endorsed by Elis as being accurate and has not been independently verifiedand Elis cannot guarantee that a third-party using different fact-gathering, analytical or calculation methods to compute market data would obtain the same results. Unless otherwise stated, data included in this presentation relating to market sharesand market size in Elis's core markets is based on Elis's management’s estimates. All such data is included herein for information purposes only and is subject to the provisions of this notice.This presentation includes information concerning Berendsen that is publicly available. Historical financial and operational data related to Berendsen included in this presentation was retrieved from Berendsen’s annual reports and other publiclyavailable information. All such financial and operational data related to Berendsen, as well as estimated financial data related to the potential combined group, has been neither audited nor reviewed by Elis's auditors.Readers should consult the registration document of Elis, registered with the AMF under no. R.17-0013 on 6 April 2017 (the “Registration Document”), which is available free of charge from the AMF’s website at www.amf-france.org and from Elis'swebsite at www.corporate-elis.com. The Registration Document includes a detailed description of Elis, its business, strategy, financial condition, results of operations and risk factors. Readers’ attention is drawn to Chapter 2 “Risk factors and insurancepolicy” of the Registration Document. The materialization of all or any of these risks may have an adverse effect on Elis's operations, financial conditions, results or objectives, or the market price of Elis shares.

IMPORTANT NOTICE


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Key Transaction terms 4

AGENDA

Overview of Berendsen 9

Strategic rationale 13

Financing structure and leverage 21

Elis management and execution track record 25

Next steps 29

KEY TRANSACTION TERMS


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OVERVIEW

The Boards of Elis and Berendsen are pleased to announce the terms of a recommended acquisition (the “Transaction”) by Elis of the entire issued and to be issued share capital of Berendsen

As of 9 June 2017, the Transaction valued each Berendsen share at £12.45, including £5.40 in cash(1)

− In addition, Berendsen shareholders will be entitled to an interim dividend of £0.11 per share

It is intended that the Transaction will be implemented by means of a Court-sanctioned scheme of arrangement of Berendsen

The Berendsen Board intends to unanimously recommend that Berendsen shareholders vote in favour of the Transaction and have given irrevocable undertakings to vote in favour of the Transaction

The Transaction is subject to customary conditions for a transaction of this nature, including regulatory and shareholder approvals

The Transaction is expected to be completed in the third or fourth quarter of 2017

(1) Based on the closing price of an Elis ordinary share of €19.90 on 9 June 2017 (being the last business day before the date of the Rule 2.7 announcement published on 12 June 2017) based on a £:€ exchange rate of 1:1.138 on 9 June 2017.


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KEY TRANSACTION TERMS (1/2)

CONSIDERATION

For each Berendsen share £5.40 in cash0.403 new Elis ordinary shares

Value of £12.45 per Berendsen share as at close of business on 9 June 2017(1)

Cash consideration represents ~63% of the Berendsen closing share price on 17 May 2017(2)

PREMIUM

FINANCING

44% premium to the Berendsen closing share price of £8.64 on 17 May 2017(2)

49% premium to the Berendsen volume-weighted average price of £8.33 over the month ending 17 May 2017(2)

The cash consideration will be funded by third-party debt. Elis has received commitments for a bridge facility that is attractively priced at a blended margin of 1.4% over EURIBOR or LIBOR, as applicable, for the initial 12 months

The Canada Pension Plan Investment Board (CPPIB), one of Elis’s largest shareholders with an ownership stake of ~5%, has agreed to subscribe to a €200 million reserved capital increase at a price of €19.74 per Elis share(3) (subject to, among other matters, the Scheme becoming effective and the approval of Elis shareholders)

CPPIB is a leading global institutional investor which manages the funds of the Canada Pension Plan. The CPP Fund totalled CAD316.7bn at 31 March 2017

The funds raised by the CPPIB cash placing will not be used to fund the cash portion of the consideration for the Transaction directly but will be used to repay borrowing incurred by Elis to finance the consideration for the Transaction

(1) Based on the closing price of an Elis ordinary share of €19.90 on 9 June 2017 (being the last business day before the date of the Rule 2.7 announcement published on 12 June 2017) based on a £:€ exchange rate of 1:1.138 on 9 June 2017.

(2) 17 May 2017 being the last business day preceding the announcement by Elis of a possible offer for Berendsen.(3) Corresponding to the volume-weighted average closing share price of Elis over the 20 trading days ended 6 June 2017 (being the last practicable date before the announcement by Elis and Berendsen of agreement

on the key terms of the Transaction).

DIVIDEND In addition, Berendsen shareholders will be entitled to an interim dividend of £0.11 per share in respect of the six month period ending 30 June 2017


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KEY TRANSACTION TERMS (2/2)

FINANCIAL IMPACT

Transaction expected to lead to double-digit earnings accretion on an adjusted EPS basis for Elis in 2018, by comparison with the position which would have applied if the Transaction had not taken place(1)

BALANCESHEET

Elis aims to retain a strong and robust balance sheet Target leverage of ~3x Net Debt / EBITDA by the end of FY2018

Sources Autorité des marchés financiers, London Stock Exchange(1) Adjusted EPS excludes goodwill impairments, amortisation of customer relationships, restructuring, intangible assets, and other exceptional items. The estimated adjusted EPS for 2018 of Elis assumes completion of

the Transaction, and accordingly includes Elis’s estimate of Berendsen’s adjusted net income contribution for 2018 and takes account of the synergies expected to occur in 2018. It is then compared to Elis’s estimated adjusted EPS for 2018 assuming no Transaction. The statement that the Transaction is earnings accretive should not be construed as a profit forecast and is therefore not subject to the requirements of Rule 28 of the Code. It should not be interpreted to mean that the earnings per share in 2018 or any other future financial period will necessarily match or be greater than those for any preceding financial period. Thisstatement is the sole responsibility of Elis. The Berendsen estimated 2018 adjusted net income contribution referred to above is Elis's own estimate of such net income which takes into account publicly available information on Berendsen.

(2) On the basis of a fully diluted share capital for Berendsen of 174,412,423 ordinary shares, being the aggregate of 172,627,894 Berendsen ordinary shares currently in issue and 1,784,529 Berendsen options and awards (being the maximum number of Berendsen options which become exercisable or awards that vest on a change of control which must be satisfied using newly issued Berendsen ordinary shares and cannot be satisfied by Berendsen ordinary shares currently held by Berendsen’s Employee Benefit Trust).

SYNERGIES Recurring run-rate quantified pre-tax operating and capital expenditure synergies of at least €40 million per annum by the end of the third year following completion of the Transaction

OWNERSHIP

Berendsen shareholders will hold ~32% of the combined company(2)

Elis has received the support of the three key Elis shareholders for the Transaction:– Eurazeo, which will be the largest shareholder in the combined company with a stake of

approximately 10.7%– CPPIB, which following the reserved capital increase will hold an ownership stake in the

combined company of approximately 7.7%– Predica, which will hold an ownership stake in the combined company of approximately 6.3%


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SHAREHOLDER BASE AND GOVERNANCE STRUCTURE

Supervisory Board

Management and employees

Combined shareholding structure (1)

Sources Autorité des marchés financiers, London Stock Exchange(1) On the basis of a fully diluted share capital for Berendsen of 174,412,423 ordinary shares, being the aggregate of 172,627,894 Berendsen ordinary shares currently in issue and 1,784,529 Berendsen options and

awards (being the maximum number of Berendsen options which become exercisable or awards that vest on a change of control which must be satisfied using newly issued Berendsen ordinary shares and cannot be satisfied by Berendsen ordinary shares currently held by Berendsen’s Employee Benefit Trust).

Elis’s Supervisory Board has been chaired since 2015 by Thierry Morin, former CEO and Chairman of Valeo SA

Elis will approach the integration in an open and transparent manner with the aim of motivating and retaining the best talent across the combined group

Eurazeo~11% CPPIB

~8%

Predica~6%

Elis shareholders

~68%

Berendsen shareholders

~32%

OVERVIEW OF BERENDSEN


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KEY ATTRACTIONS OF THE BERENDSEN BUSINESS

Well-regarded brand with strong customer retention rates

Comprehensive product offering to diversified range of end-users

Presence in attractive markets with solid macro-economic fundamentals

Market leader in the UK with a comprehensive product offering and geographical footprint

Established leader in Northern Europe with strong positions in Sweden, Denmark, Holland and Norway

Attractive position in Germany with proven track record of organic growth

Strong financial profile with resilient organic growth and high margins

Strong presence in the clean room business with a total of 12 facilities across Europe

Significant innovation capabilities in products and services


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BERENDSEN’S GEOGRAPHICAL FOOTPRINT AND SERVICE OFFERING

UK35%

Sweden16%

Germany14%

Denmark13%

Holland8%

Norway5%

Other9%

1 service offered

2 services offered

5 services offered

6 services offered

2016 revenue: €1,359 million(1)

Source Berendsen 2016 annual report. Berendsen 2015 investor fact sheet.(1) The historical revenue figures of Berendsen represent the aggregate consolidated revenue for the 12 month period ending on 31 December 2016. Berendsen’s revenue has been converted to euro at the average

2016 GBP/EUR rate of 1.225. (2) Offered services include: Workwear, Hospitality, Healthcare and Facility (Mats, Cleanroom, Washroom)

Geographical footprint & service offering (2)Revenue by geography


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BERENDSEN’S COMPREHENSIVE SERVICE OFFERING

Rent, launder, maintain and deliver workwear to a wide range of private and public organizations

Workwear Facility Hospitality

Provides hygienic washroom products

Provides floor protection mats

Provides garments and consumables for cleanroom

Leading textile services supplier to the hospitality industry

Provides bed linen, towelling and table linen

Hospitality key customers

Hotels

Serviced apartments

Restaurants and corporate canteens

Ferries and airlines

Workwear key customers

Food and catering

Energy

Construction

Automotive

Petrochemical

Washroom key customers

Offices

Restaurants

Public sector organisations

Education industry

Healthcare companies

Healthcare

Supply linen and laundry services to public and private organisations as well as sterilisation of clinical instruments

Healthcare key customers

Hospitals and healthcare providers

Elderly care organisations

Manufacturers of medical devices

Cleanroom key customers

Pharmaceutical companies

High-tech companies

Mats key customers

Retailers and wholesalers

Restaurants

Offices

Source Berendsen 2016 annual report. Berendsen corporate website. Percentages based on 2016 revenue.

31% 23% 17%29%

STRATEGIC RATIONALE


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COMBINATION OF ELIS AND BERENDSEN AT A GLANCE

Source Elis 2016 annual report, Berendsen 2016 annual report.(1) Adjusted Elis 2016 revenue and EBITDA – refer to items 1 and 2 of the “Adjusted Elis and combined group financials” slide in the Appendix to this presentation.(2) Berendsen’s revenue and EBITDA published in Berendsen’s 2016 annual report and accounts have been converted to euro at the average 2016 GBP/EUR rate of 1.225. Berendsen’s presence in 16 countries only

takes into account countries where Berendsen owns an incorporated subsidiary.(3) Combined group 2016 revenue and EBITDA – refer to items 3 and 4 of the “Adjusted Elis and combined group financials” slide in the Appendix to this presentation. No customer overlap or site sharing has been

assumed.

Elis + Berendsen (3) (excluding synergies)

2016 ~€1.7bnrevenues

~€530mEBITDA

>30%margin

240,000+customers

14countries

300+sites

2016 ~€1.4bnrevenues

~€430mEBITDA

>30%margin

150,000+customers

16countries

140+sites

2016 >€3bnrevenues

~€960mEBITDA

>30%margin

390,000+customers

28countries

440+sites

Berendsen (2)Elis (1)


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Creation of a pan-European textile, hygiene and facility services leader withattractive market positions across its key geographies1

Complementary geographical footprints – balanced presence across Northern & Southern Europe with high-growth Latin America presence2

Significant recurring run-rate pre-tax operating and capital expenditure synergies of at least €40 million per annum to be achieved by the end of the third year after completion4

Continuation of Elis's current strategy including enhanced organic growth, continuedbolt-on M&A and focus on innovation and profitable market segments5

Stronger, more balanced footprint in Germany with an enhanced product offering3+

COMPELLING STRATEGIC RATIONALE


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CREATION OF A PAN-EUROPEAN TEXTILE, HYGIENE AND FACILITY SERVICES LEADER

BerendsenElis

984

480

~310217 ~210 180 ~180

111 107 61

Pan-European presenceTop 10 countries by revenues (1) (€ million)

Source Elis 2016 annual report, Berendsen 2016 annual report, Elis management. (1) Refer to the “Combined group revenue per country” and “Elis revenue per country” slides in the Appendix to this presentation.


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COMPLEMENTARY GEOGRAPHICAL FOOTPRINT

Elis + Berendsen (3)

France57%

Germany7%

Southern Europe

14%

Latin America

14%

Northern Europe8%

France32%

UK15%Germany 10%

Northern Europe

23%

Southern Europe8%

Latin America8%

Other 4%

UK35%

Sweden16%

Germany14%

Denmark13%

Holland 8%

Norway 5%Other 9%2016 2016

2016

Source Elis 2016 annual report, Berendsen 2016 annual report, Elis management. (1) Adjusted Elis 2016 revenue – refer to the “Elis revenue per country” slide in the Appendix to this presentation.(2) Berendsen’s revenue for the 12 month period ended 31 December 2016 has been extracted from Berendsen’s annual report and accounts for the year ended 31 December 2016.(3) Combined group 2016 revenue and EBITDA – refer to the “Adjusted Elis and combined group financials” and “Combined group revenue per country” slides in the Appendix to this presentation.

Berendsen (2)Elis (1)


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STRONGER MORE BALANCED FOOTPRINT IN GERMANY WITH AN ENHANCED PRODUCT OFFERING

2016 REVENUES ~€120m(1) ~€310m(2)

# PLANTS 3616

COMBINED GEOGRAPHICAL

FOOTPRINT

StralsundWismar

Ibbenbüren

Rehburg-Loccum FlechtingenPotsdam

Schönebeck

GeithainHeilbadHeiligenstadt

Köln

OchtendungSimmern

Mannheim Mörlenbach

Freiburg im Breisgau München

Berendsen Elis

ACTIVITIESWorkwear

Healthcare Hospitality

Facility

HospitalityHealthcare

Source Elis 2016 annual report, Berendsen 2016 annual report, Elis management. (1) Elis revenue – refer to item 2 of the “Elis revenue per country” slide in the Appendix to this presentation.(2) Combined group revenue – refer to item 2 of the “Combined group revenue per country” slide in the Appendix to this presentation.


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RECURRING PRE-TAX SYNERGIES OF €40M PER ANNUM BY THE END OF THE THIRD YEAR AFTER COMPLETION

Total recurring run-rate pre-tax cost synergies of at least €40m per annum by the end of the third year after completion (€35m p.a. of operating expenditure EBITDA synergies, and €5m p.a. of capital expenditure synergies)

Total related one-off implementation cash costs estimated at €40m, incurred materially in the first two years after completion

REVENUESYNERGIES

COSTSYNERGIES

OPERATIONAL COST SAVINGS

Savings achieved in Germany and Benelux region which are overlapping geographies for Elis and Berendsen

Footprint rationalization and logistics optimization

€8m~20% of total

Cross-selling opportunities between Berendsen and Elis clients (eg. pest control & beverages)

Developing and maintaining Berendsen’s relationships with a broad range of customers in Berendsen’s territories

Ability to serve clients who organise procurement at pan-Europeanlevel

Not quantified at this time

PROCUREMENTSAVINGS

Third party cost efficiencies from economies of scale on purchases of key consumables and operating assets

Internal supply in sanitary equipment procurement spend

€6m(1)

~15% of total

CORPORATE OVERHEAD

Reduction of duplicate governance bodies costs Public listing costs and other associated costs

€9m~25% of total

CENTRAL COSTS Reduction of duplicate central administration and support functions

€17m~40% of total

Note There are several material assumptions underlying the synergies estimate which might therefore be materially greater or less than those estimated. This estimate of cost synergies has been reported on under Rule 28.1 of the Takeover Code by Deloitte, by Lazard & Co., Limited and by Zaoui & Co. Copies of their letters are included in parts B and C respectively of the Appendix to Elis's Rule 2.7 announcement which can be found at www.corporate-elis.com. The estimate of cost synergies should be read in conjunction with part A of the Appendix to such announcement, which contains, among other information, certain key assumptions underlying the estimate.

(1) Comprising €5m capital expenditure synergies and €1m operating cost EBITDA synergies


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CONTINUATION OF ELIS'S CURRENT STRATEGY

BOLT-ON M&AORGANIC GROWTH

• Continuation of

current strategy with

identified

acquisitions to

reinforce market

shares on existing

end-markets or to

develop combined

entity on adjacent

business segments

• Further organic

growth opportunities

in existing markets

given leadership

position with route

density benefits

• Ability to continue to

build on customer

relationships to offer

new products and

services

CLEAN ROOM

• Establishment of a

pan-European clean

room network

– Highly attractive

segment

– 15 rooms for Elis and 12

rooms for Berendsen at

European level

INNOVATION

• Combination of two

highly innovative

companies

– Development of

logistical and industrial

solutions using “internet

of things” and RFID

– Elis is pioneering retail

customer offerings

FINANCING STRUCTURE AND LEVERAGE


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OVERVIEW OF CPPIB AND KEY TERMS OFTHE RESERVED CAPITAL INCREASE

Overview of CPPIB Terms of the reserved capital increase

Total proceeds of €200 million– CPPIB has agreed to subscribe for

approximately 10.1 million new Elis shares – Subscription price of €19.74 per Elis share(2)

The funds raised by the cash placing will not be used to fund the cash portion of the consideration for the Transaction directly but will be used to repay borrowing incurred by Elis to finance the consideration for the Transaction

The reserved capital increase is subject, amongst other things, to:– Approval of Elis shareholders;– The scheme becoming effective.

Following completion of the transaction, CPPIB will own a stake of ~7.7% in the combined company

While Elis is firmly committed to the CPPIB cash placing, the transaction is not conditional upon the CPPIB cash placing becoming unconditional or being completed

CPPIB has agreed to subscribe to a €200 million reserved capital increase as part of the transaction

Mandate to invest the funds of the Canada Pension Plan

Leading global institutional investor with an active strategy to achieve strong, sustainable risk-adjusted returns

CPP Fund value of CAD316.7bn at 31March 2017

Currently one of the largest shareholders in Elis with an ownership stake of ~5%

Public equities

37%

Real assets23%

Fixed income

22%

Private equities

19%

CPPIB asset mix(1)

Source CPP Investment Board 2017 Annual Report.(1) As of 31 March 2017.(2) Corresponding to the volume-weighted average closing share price of Elis over the 20 trading days ended 6 June 2017 (being the last practicable date before announcement by Elis and Berendsen of agreement on the

key terms of the Transaction).


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KEY TERMS OF THE BRIDGE FACILITY

Elis has agreed a bridge facility with two of its relationship banks on attractive terms

Elis has agreed a bridge facility to fund, inter alia, the cash component of the

consideration for the Transaction, to be drawn in either euros or pounds sterling

The bridge facility has an initial 12-month term and is extendable by a further

12 months

The blended margin for the first 12 months is 1.4% above EURIBOR, or LIBOR, as

applicable

No impact on Elis’s existing borrowing facilities


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COMMITMENT TO A ROBUST BALANCE SHEET

Credit benefits from the Transaction

Positive impact of the Transaction on the business profile:

– Increased geographical diversification with operations in 28 countries

– Diversified business mix with exposure to resilient end-markets

Robust EBITDA margins of above 30% before synergies(3)

At least €40 million cost synergies per annum expected from the combination

Potential for further revenue synergies

Elis aims to retain a strong and robust balance sheet with a target leverage of ~3x by end of FY2018

Leverage impact

3.0x 3.1x

Net Debt/EBITDA 2016Proforma Lavebras acquisition

Net Debt/EBITDA 2016Post Berendsen acquisitionPost RCI of €200m to CPPIB

Net impact of the transaction

~ 0.1x

Elis target leverage by end of FY2018: ~3x

(1) Please refer to items 2 and 3 of the “Adjusted Elis and combined group financials” slide in the Appendix to this presentation.(2) Please refer to items 5 and 6 of the “Adjusted Elis and combined group financials” slide in the Appendix to this presentation.(3) Please refer to items 4 and 5 of the “Adjusted Elis and combined group financials” slide in the Appendix to this presentation.

(1)

(2)

ELIS MANAGEMENT AND EXECUTION TRACK RECORD


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Elis has an experienced management team to conduct the integration

EXPERIENCED MANAGEMENT TEAM

Xavier Martiré, Chairman of the Management Board, CEO• 18 years at Elis Appointed CEO of Elis in 2008 Delivered strong and profitable revenue

growth Led the expansion of Elis activities in

Europe and Latin America

Louis Guyot, Management Board Member, CFO• 4 years at Elis Steered the successful IPO of Elis Previously at Korian, Veolia International

Matthieu Lecharny, Management Board Member, COO• 8 years at Elis• Countries: France (2 regions), Iberia, Latin

AmericaAlain Bonin, COO• 29 years at Elis• Countries: France (3 regions), Switzerland,

Germany

Yann Michel, COO• 11 years at Elis• Countries: France (3 regions), Belgium,

Luxembourg, Italy, Czech Republic

Frédéric Deletombe, Engineering, Purchasing and Supply Chain Director• 11 years at Elis

Didier Lachaud, HR and CSR Director• 7 years at Elis

François Blanc, Transformation and IT Director• 3 years at Elis• Previously at Valeo

Caroline Roche, Marketing and Innovation Director• 1 year at Elis• Previously at Go Sport, Marionnaud


27

CONTINUOUS EXPANSION OF NEW SERVICES AND INTERNATIONAL FOOTPRINT

New countries

New products / Services

1999-2002Launch

of Water Coolerand Espresso

services

1994Luxem-bourg

1987-90Portugal

& Germany

1973Belgium

& Spain

1999Italy

2010Start

of expansion in Switzerland

2014Further

expansion in Brazil with Atmosfera

2013Launch

of Pest Controlservice

1978Launch

of Dust Matservice

2003Launch

of Resident Linen service

1968Creation

of Elis“brand”

2012Brazil

1992Switzer-

land

Historical net sales evolution (in €m)

2015Chile

2016Colombia

Note Washroom, Dust mats, Beverages and Pest control are part of the Hygiene and wellbeing division.(1) Including pest control.

0200400600800

1,0001,2001,4001,6001,800

50s 60s 70s 80s 90s 1994 1997 2000 2001 2005 2007 2009 2011 2012 2013 2014 2015 2016

Flat linen Workwear Washroom Dust mats Beverages International

France(1)

2001Czech

Republic


2010 2011 2012 2013 2014 2015 2016No of acquisitions 7 7 4 8 7 9 7Annual revenue (EUR m)(2) 52 22 11 47 ~100 ~70 ~260

Countries

Strategic acquisitions Atmosfera IndusalLavebras

28

PROVEN TRACK RECORD OF SUCCESSFULLY INTEGRATING BUSINESSES AND CREATING SHAREHOLDER VALUE

Over €500 million(1) of acquired revenues since 2010

SynergiesPurchasing Transfer of best practices

Cross-selling

LogisticsPricing

Delivering synergies through a dedicated team for acquisitions and integration

(1) The figure of over €500 million of acquired revenues since 2010 represents the aggregate of the estimated unaudited consolidated revenue of each acquired business for the most recent financial period prior to its acquisition by Elis, as publicly announced by Elis at the time of announcement of each acquisition. The resulting aggregate figure for acquired revenues is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

(2) The figure of acquired revenues for each calendar year since 2010 represents the aggregate of the estimated unaudited consolidated revenue of each business acquisition announced during that calendar year for the most recent financial period prior to its acquisition by Elis, as publicly announced by Elis at the time of announcement of each acquisition. The resulting aggregate figure for acquired revenues for each calendar year since 2010 is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

Strategic acquisitions or bolt-ons to consolidate positions, enter new geographies or offer new services

NEXT STEPS


30

NEXT STEPS

It is intended that the Transaction will be implemented by means of a Court-sanctioned scheme of arrangement of Berendsen under Part 26 of the Companies Act 2006

The Transaction will be on the terms and subject to the conditions set out in the Rule 2.7 announcement published on 12 June 2017

It is expected that the scheme document, containing further information about the Transaction, will be posted to Berendsen shareholders no later than 31 July 2017

An expected timetable of principal events will be included in the scheme document

The scheme is expected to become effective in the third or fourth quarter of 2017


31

CONCLUSION

Creation of a pan-European industry leader through the acquisition of a highly attractive business1

Significant value creation from revenue and cost synergies2

Continuation of Elis’s current strategy3

Double-digit accretion to adjusted EPS(1) and preservation of balance sheet flexibility4

Stable shareholder base and management team with strong execution track record5

(1) Adjusted EPS excludes goodwill impairments, amortisation of customer relationships, restructuring, intangible assets, and other exceptional items. The estimated adjusted EPS for 2018 of Elis assumes completion of the Transaction, and accordingly includes Elis’s estimate of Berendsen’s adjusted net income contribution for 2018 and takes account of the synergies expected to occur in 2018. It is then compared to Elis’s estimated adjusted EPS for 2018 assuming no Transaction. The statement that the Transaction is earnings accretive should not be construed as a profit forecast and is therefore not subject to the requirements of Rule 28 of the Code. It should not be interpreted to mean that the earnings per share in 2018 or any other future financial period will necessarily match or be greater than those for any preceding financial period. Thisstatement is the sole responsibility of Elis. The Berendsen estimated 2018 adjusted net income contribution referred to above is Elis's own estimate of such net income which takes into account publicly available information on Berendsen.

APPENDIX


33

ADJUSTED ELIS AND COMBINED GROUP FINANCIALS

1. Adjusted Elis 2016 revenueAdjusted 2016 revenue figure for Elis of €1,742 million (“Adjusted Elis 2016 Revenue”) represents the aggregate of: (a) the consolidated revenue of Elis (€1,513 million) for the 12 month period ended 31 December 2016 extracted from Elis’s financial statements for the year ended 31 December 2016; (b) the estimated unaudited consolidated revenue of each of Indusal (€90 million) and Lavebras (€103 million) for the 12 month period ended 31 December 2016 as published by Elis on 20 December 2016; and (c) an unaudited adjustment for the full-year 2016 impact of the acquisition of Puschendorf (€37 million) as provided by Elis’s management. The resulting aggregate revenue is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

2. Adjusted Elis 2016 EBITDAAdjusted 2016 EBITDA figure for Elis of €532 million (“Adjusted Elis 2016 EBITDA”) represents the aggregate of: (a) the consolidated EBITDA of Elis (€468 million) for the 12 month period ended 31 December 2016 extracted from Elis’s financial statements for the year ended 31 December 2016; (b) the estimated unaudited consolidated EBITDA of each of Indusal (€24 million based on estimated EBITDA margin of 27% as published by Elis on 20 December 2016) and Lavebras (€31 million based on minimum estimated EBITDA margin of 30% as published by Elis on 20 December 2016) for the 12 month period ended 31 December 2016; and (c) an unaudited adjustment for the full-year 2016 impact of the acquisition of Puschendorf (€9 million) as provided by Elis’s management. The resulting aggregate EBITDA is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

3. Adjusted Elis 2016 net debtAdjusted 2016 net debt figure for Elis of €1,611 million (“Adjusted Elis 2016 net debt”) represents the aggregate of: (a) the consolidated net debt of Elis (€1,596 million) as of 31 December 2016 extracted from Elis’s financial statements for the year ended 31 December 2016; (b) the proceeds from the share capital increase launched by Elis in January 2017 (€325 million); and (c) the consideration paid as part of the acquisition of Lavebras (€340 million) which closed on 23 May 2017. The resulting aggregate net debt is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

4. Combined group 2016 revenue Combined group 2016 revenue of €3,102 million represents the aggregate of the Adjusted Elis 2016 Revenue and the consolidated revenue of Berendsen (€1,359 million) extracted from Berendsen’s annual report and accounts for the year ended 31 December 2016 and converted to euro at the average 2016 GBP/EUR rate of 1:1.225. The resulting aggregate revenue is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

5. Combined group 2016 EBITDACombined group 2016 EBITDA of €959 million represents the aggregate of the Adjusted Elis 2016 EBITDA and the consolidated EBITDA of Berendsen (€427 million) extracted from Berendsen’s annual report and accounts for the year ended 31 December 2016 and converted to euro at the average 2016 GBP/EUR rate of 1:1.225. The resulting aggregate EBITDA is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

6. Combined group 2016 net debtCombined group 2016 net debt of €3,007 million represents the aggregate of: (a) the Adjusted Elis 2016 net debt; (b) the consolidated net debt of Berendsen (€502 million) extracted from Berendsen’s annual report and accounts for the year ended 31 December 2016 and converted to euro at the exchange rate of 1:170 on 31 December 2016; (c) the cash component of the Offer (€1,072 million) based on a cash consideration of £5.40 per Berendsen share multiplied on the basis of a fully diluted share capital for Berendsen of 174,412,423 ordinary shares, being the aggregate of 172,627,894 Berendsen ordinary shares currently in issue and 1,784,529 Berendsen options and awards (being the maximum number of Berendsen options which become exercisable or awards that vest on a change of control which must be satisfied using newly issued Berendsen ordinary shares and cannot be satisfied by Berendsen ordinary shares currently held by Berendsen’s Employee Benefit Trust), and converted to euro at the exchange rate of 1:1.138 on 9 June 2017 (being the last business day before the date of the Rule 2.7 announcement published on 12 June 2017) ; (d) the interim dividend (€22 million) based on the interim dividend of 11 pence per share multiplied by the diluted number of Berendsen shares outstanding, and converted to euro at the exchange rate of 1:1.138 on 9 June 2017; less the proceeds from the reserved capital increase subscribed by Canada Pension Plan Investment Board of €200 million. The resulting aggregate net debt is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.


34

1. Revenue in each country other than Germany, Spain and BrazilFor each country other than Germany, Spain and Brazil, the 2016 revenue for Elis for that country is the consolidated revenue of Elis in that country for the 12 month period ended 31 December 2016 extracted from Elis’s financial statements for the year ended 31 December 2016.

2. Elis Germany 2016 revenueThe 2016 revenue figure for Elis for Germany represents the aggregate of: (a) the consolidated revenue of Elis in Germany (€81 million) for the 12 month period ended 31 December 2016 extracted from Elis’s annual reports and accounts for the year ended 31 December 2016; and (b) an unaudited adjustment for the full-year 2016 impact of the acquisition of Puschendorf (€37 million) as provided by Elis’s management. The resulting aggregate revenue for Germany is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

3. Elis Spain 2016 revenueThe 2016 revenue figure for Elis for Spain represents the aggregate of: (a) the consolidated revenue of Elis in Spain and Andorra (€87 million) for the 12 month period ended 31 December 2016 extracted from Elis’s annual reports and accounts for the year ended 31 December 2016; and (b) the estimated unaudited consolidated revenue of Indusal (€90 million) for the 12 month period ended 31 December 2016 as published by Elis on 20 December 2016. The resulting aggregate revenue for Spain is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

4. Elis Brazil 2016 revenueThe 2016 revenue figure for Elis for Brazil represents the aggregate of: (a) the consolidated revenue of Elis in Brazil(€113 million) for the 12 month period ended 31 December 2016 extracted from Elis’s annual reports and accounts for the year ended 31 December 2016; and (b) the estimated unaudited consolidated revenue of Lavebras (€103 million) for the 12 month period ended 31 December 2016 as published by Elis on 20 December 2016. The resulting aggregate revenue for Brazil is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

5. Northern EuropeNorthern Europe includes Belgium & Luxembourg, Czech Republic and Switzerland.

6. Southern EuropeSouthern Europe include Spain & Andorra, Italy and Portugal.

7. Latin AmericaLatin America includes Brazil, Chile and Colombia.

ELIS REVENUE PER COUNTRY


35

1. Revenue in each country other than Germany, Spain and BrazilFor each country other than Germany, Spain and Brazil, represents either (a) the consolidated revenue of Elis in that country for the 12 month period ended 31 December 2016 extracted from Elis’s financial statements for the year ended 31 December 2016; or (b) the consolidated revenue of Berendsen in that country for the 12 month period ended 31 December 2016 extracted from Berendsen’s annual report and accounts for the year ended 31 December 2016 and converted to euro at the average 2016 GBP/EUR rate of 1:1.225.

2. Revenue in GermanyFor Germany, represents the aggregate of: (a) the consolidated revenue of Elis in Germany (€81 million) for the 12 month period ended 31 December 2016 extracted from Elis’s annual reports and accounts for the year ended 31 December 2016; (b) an unaudited adjustment for the full-year 2016 impact of the acquisition of Puschendorf (€37 million) as provided by Elis’s management; and (c) the consolidated revenue of Berendsen in Germany (€193 million) for the 12 month period ended 31 December 2016 extracted from Berendsen’s annual report and accounts for the year ended 31 December 2016 and converted to euro at the average 2016 GBP/EUR rate of 1:1.225. The resulting aggregate revenue for Germany is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

3. Revenue in SpainFor Spain, represents the aggregate of: (a) the consolidated revenue of Elis in Spain (€87 million) for the 12 month period ended 31 December 2016 extracted from Elis’s annual reports and accounts for the year ended 31 December 2016; and (b) the estimated unaudited consolidated revenue of Indusal (€90 million) for the 12 month period ended 31 December 2016 as published by Elis on 20 December 2016. The resulting aggregate revenue for Spain is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

4. Revenue in BrazilFor Brazil, represents the aggregate of: (a) the consolidated revenue of Elis in Brazil (€113 million) for the 12 month period ended 31 December 2016 extracted from Elis’s annual reports and accounts for the year ended 31 December 2016; and (b) the estimated unaudited consolidated revenue of Lavebras (€103 million) for the 12 month period ended 31 December 2016 as published by Elis on 20 December 2016. The resulting aggregate revenue for Brazil is derived from the addition of these components with no further adjustments to conform to Elis’s accounting policies or otherwise.

5. Northern EuropeNorthern Europe includes the current Northern Europe perimeter in Elis's 2016 financial statements (excluding Germany) plus Berendsen’s activities in Sweden, Denmark, Holland and Norway.

6. Southern EuropeSouthern Europe includes the current Southern Europe perimeter of Elis in Elis's 2016 financial statements.

7. Latin AmericaLatin America includes the current Latin America perimeter of Elis in Elis's 2016 financial statements.

8. OtherOther includes the current Other perimeter of Berendsen in Berendsen’s annual report and accounts for the year ended 31 December 2016.

COMBINED GROUP REVENUE PER COUNTRY

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ELIS’S RECOMMENDED ACQUISITION OF BERENDSEN: CREATING … · · 2017-06-12ELIS’S RECOMMENDED ACQUISITION OF BERENDSEN: CREATING A ... officers, advisors, employees or agents