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Pennon Group Plc - Proposed Sale of Viridor for £4.2 billion to KKR

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Pennon Plc

Proposed Sale of Viridor for £4.2 billion to KKR

Realising significant strategic value for shareholders

Pennon Group Plc ("Pennon", or the "Group") is pleased to announce that it has entered into an agreement for the sale of Viridor Limited ("Viridor"), one of the UK's leading recycling and residual waste businesses, to Planets UK Bidco Limited ("Bidco"), a newly formed company established by funds advised by Kohlberg Kravis Roberts & Co. L.P. ("KKR"), for an Enterprise Value of £4.2 billion (the "Transaction").

Transaction Highlights

  • Sale of Viridor for an Enterprise Value ("EV") of £4.2 billion on a cash-free, debt-free basis representing an EV/EBITDA multiple of 18.5x[1]
  • Recognises the strategic value of Viridor's strong, diversified and complementary UK recycling and residual waste management platform and expected growth opportunities
  • Net cash proceeds expected to be approximately £3.7[2] billion at completion, after taking into account debt and debt-like items that will remain with Viridor, and customary costs. There is also the potential for additional consideration of up to £0.2 billion contingent on future events and outcomes   
  • The Pennon Board intends to use the net cash proceeds to reduce Pennon's company borrowings and make a return to shareholders, whilst retaining some funds for future opportunities   
  • The Transaction is conditional on approval from Pennon shareholders, merger control clearance from the European Commission and certain other conditions, and is expected to complete in summer 2020
  • The Transaction was unanimously agreed by the Pennon Board to be in the best interests of shareholders
  • Pennon will continue to pursue operational excellence and growth within the UK water industry.

Commenting on the Transaction, Chris Loughlin, Pennon Chief Executive said:

"Following a detailed review of the Group's strategic options, we are pleased to announce the proposed sale of Viridor for an Enterprise Value of £4.2 billion. The transaction is great news for shareholders as it recognises the strategic value that Pennon has developed and nurtured in Viridor over many years and accelerates the realisation of that value for shareholders. On completion of the transaction, Pennon will continue to focus on its sector-leading water and wastewater businesses and will consider further growth opportunities that create value for customers, employees and shareholders."

Dividend Policy

Pennon's dividend policy of 4% growth above RPI inflation will remain unchanged for this financial year (2019/20). Pennon intends to announce its new dividend policy for the K7 (2020-25) period at the Full Year Results on 4 June 2020.