Form 8K - Amendment No 1

Cott Corporation

Date: August 6, 2014

/s/ Gregory Leiter

Gregory Leiter

Senior Vice President, Chief Accounting Officer

(Principal accounting officer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2014

COTT CORPORATION

(Exact Name of Registrant as Specified in Charter)


Canada	001-31410	98-0154711
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6525 Viscount Road Mississauga, Ontario, Canada 5519 West Idlewild Avenue Tampa, Florida, United States		L4V1H6 33634
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (905) 672-1900

(813) 313-1800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This amendment is being filed to amend and supplement Item 9.01 of the Current Report on Form 8-K filed by Cott Corporation (“Cott”) on June 2, 2014 to include the historical financial statements of Aimia Foods Holdings Limited (“Aimia”), the business acquired by Cott through the Share Purchase Agreement entered into on May 30, 2014, and the unaudited pro forma financial information required pursuant to Item 9.01(b) of Form 8-K, and exhibits under 9.01(d) of Form 8-K.

The historical financial statements of Aimia have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice, or U.K. GAAP. The unaudited pro forma financial information required pursuant to Item 9.01(b) of Form 8-K included as Exhibit 99.4 to this Current Report on Form 8-K/A contains pro forma adjustments to reflect the acquisition and the purchasing accounting adjustments related thereto, and to reconcile the differences between the historical amounts presented in Aimia’s historical financial statements under U.K. GAAP and those historical amounts as if they had been presented in accordance with United States Generally Accepted Accounting Principles, or U.S. GAAP. Those adjustments include: a) the elimination of the goodwill amortization recorded under U.K. GAAP, b) the recording of adjustments to a joint venture investment under the equity method for U.S. GAAP that had been historically recorded at cost under U.K. GAAP, and c) the recording of certain machinery and equipment at its historical cost, including amounts financed by a customer under U.S. GAAP, which had been historically recorded at the cash amount paid by Aimia under U.K. GAAP. Additionally, the unaudited pro forma financial information contains adjustments related to the repayment of the 8.125% senior notes due 2018 with the 5.375% senior notes due 2022.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

•

The audited consolidated balance sheets of Aimia as of June 30, 2013 and 2012, and the related audited consolidated profit and loss accounts and cash flows for the years then ended, are attached to this Form 8-K/A as Exhibit 99.1 and are incorporated herein by reference.

•

The unaudited consolidated balance sheets of Aimia at March 31, 2014 and 2013, and the related unaudited consolidated profit and loss accounts and cash flows for the three months then ended, are attached to this Form 8-K/A as Exhibit 99.2 and are incorporated herein by reference.

•

The unaudited consolidated balance sheets of Aimia at December 31, 2013 and 2012, and the related unaudited consolidated profit and loss accounts and cash flows for the six months then ended, are attached to this Form 8-K/A as Exhibit 99.3 and are incorporated herein by reference.

(b) Pro Forma Financial Information

Cott’s unaudited pro forma condensed combined consolidated balance sheet as of March 29, 2014, and unaudited pro forma condensed statements of operations for the three months ended March 29, 2014 and the fiscal year ended December 28, 2013 that give effect to the acquisition of Aimia are attached as Exhibit 99.4 to this Form 8-K/A and are incorporated herein by reference.

(d) Exhibits


Exhibit Number		Description

23.1		Consent of Grant Thornton UK LLP, registered auditors and chartered accountants for Aimia Foods Holdings Limited.

99.1		Aimia Foods Holdings Limited audited consolidated balance sheets at June 30, 2013 and June 30 2012, and the related consolidated profit and loss accounts and cash flows for the years ended June 30, 2013 and 2012.

99.2		Aimia Foods Holdings Limited unaudited consolidated balance sheet at March 31, 2014 and March 31, 2013 and the related unaudited consolidated profit and loss accounts and cash flows for the three months ended March 31, 2014 and 2013.

99.3		Aimia Foods Holdings Limited unaudited consolidated balance sheet at December 31, 2013 and December 31, 2012, and the related consolidated profit and loss accounts and cash flows for the six month periods ended December 31, 2013 and 2012.

99.4		Cott Corporation unaudited pro forma condensed combined balance sheet as of March 29, 2014, unaudited pro forma condensed combined statements of operations for the three months ended March 29, 2014 and the fiscal year ended December 28, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS


Exhibit Number		Exhibit Description

23.1		Consent of Grant Thornton UK LLP, independent certified public accountants for Aimia Foods Holdings Limited.

99.1		Aimia Foods Holdings Limited audited consolidated balance sheets at June 30, 2013 and June 30 2012, and the related consolidated profit and loss accounts and cash flows for the years ended June 30, 2013 and 2012.

99.2		Aimia Foods Holdings Limited unaudited consolidated balance sheet at March 31, 2014 and March 31, 2013 and the related unaudited consolidated profit and loss accounts and cash flows for the three months ended March 31, 2014 and 2013.

99.3		Aimia Foods Holdings Limited unaudited consolidated balance sheet at December 31, 2013 and December 31, 2012, and the related consolidated profit and loss accounts and cash flows for the six month periods ended December 31, 2013 and 2012.

99.4		Cott Corporation unaudited pro forma condensed combined balance sheet as of March 29, 2014, unaudited pro forma condensed combined statements of operations for the three months ended March 29, 2014 and the fiscal year ended December 28, 2013.

Consent of Grant Thornton UK LLP

Exhibit 23.1

LOGO

CONSENT OF INDEPENDENT AUDITOR

Grant Thornton UK LLP

4 Hardman Square

Spinningfields

Manchester

M3 3EB

T +44 (0) 161 953 6901

www.grant-thornton.co.uk

We have issued our report dated 5 August 2014, with respect to the consolidated financial statements of Aimia Foods Holdings Limited as of 30 June 2013 and for the year ended 30 June 2013, included in this Current Report of Cott Corporation on Form 8-K/A. We hereby consent to the incorporation by reference of said report in the Registration Statements of Cott Corporation on Forms S-3 (File No. 33-182100) and on Forms S-8 (File No. 33-188735, 333-151812, 333-122974, 333-108128, 333-56980 and 33-166507).

LOGO

GRANT THORNTON UK LLP

Manchester

United Kingdom

5 August 2014

Grant Thornton UK LLP

UK member firm of Grant Thornton International Ltd

Grant Thornton UK LLP is a limited liability partnership registered in England and Wales: No.OC307742. Registered office: Grant Thornton House, Melton Street, Euston Square, London NW1 2EP A list of members is available from our registered office.

Aimia Foods Holdings Limited audited consolidated balance sheet

Exhibit 99.1

Financial Statements

AIMIA Foods Holdings Limited

For the year ended 30 June 2013

Registered number: 06201887

AIMIA Foods Holdings Limited


Contents
			Page

Independent auditor’s report			ii

Consolidated profit and loss account			1

Consolidated balance sheet			2

Company balance sheet			3

Consolidated cash flow statement			4

Notes to the financial statements			5 - 22

LOGO

INDEPENDENT AUDITOR’S REPORT

Grant Thornton UK LLP

4 Hardman Square

Spinningfields

Manchester

M3 3EB

T +44 (0) 161 953 6901

www.grant-thornton.co.uk

Board of Directors

Aimia Foods Holdings Limited

We have audited the accompanying consolidated financial statements of Aimia Foods Holdings Limited and subsidiaries, which comprise the consolidated balance sheets as of 30 June 2013, and the related consolidated profit and loss account, and cash flow statement for the year then ended, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law); this includes the design, implementation, and maintenance of internal control relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

LOGO

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects the financial position of Aimia Foods Holdings Limited and subsidiaries as of 30 June 2013, and the results of their operations and their cash flows for the year then ended in accordance with United Kingdom Generally Accepted Accounting Practice.

LOGO

GRANT THORNTON UK LLP

Manchester

United Kingdom

5 August 2014

iii

AIMIA Foods Holdings Limited

Consolidated profit and loss account

For the year ended 30 June 2013


						Unaudited
			2013			2012
	Note		£000			£000
Turnover		1,2		58,477			58,635
Cost of sales				(45,404	)		(48,075	)

Gross profit				13,073			10,560
Distribution costs				(1,104	)		(1,083	)

Administrative expenses				(5,163	)		(4,782	)
Exceptional administrative expenses		4		—			(3,109	)

Total administrative expenses				(5,163	)		(7,891	)
Other operating income		3		—			32

Operating profit		4		6,806			1,618
Interest payable and similar charges		8		(124	)		(136	)

Profit on ordinary activities before taxation				6,682			1,482
Tax on profit on ordinary activities		9		(1,678	)		(432	)

Profit for the financial year		19		5,004			1,050

All amounts relate to continuing operations.

There were no recognised gains and losses for 2013 or 2012 other than those included in the Profit and loss account.

The accompanying notes 1 to 32 form part of these financial statements.

AIMIA Foods Holdings Limited

Registered number: 06201887

Consolidated balance sheet

As at 30 June 2013


	Note		£000			2013 £000			£000			Unaudited 2012 £000
Fixed assets
Intangible assets		10					6,346						6,800
Tangible assets		11					2,582						1,507
Investments		12					672						—

							9,600						8,307
Current assets
Stocks		13		4,080						3,640
Debtors		14		6,630						5,965
Cash at bank				2,682						606

				13,392						10,211
Creditors: amounts falling due within one year		15		(12,874	)					(14,274	)

Net current assets/(liabilities)							518						(4,063	)

Total assets less current liabilities							10,118						4,244
Creditors: amounts falling due after more than one year		16					(1,269	)					(399	)

Net assets							8,849						3,845

Capital and reserves
Called up share capital		18					500						500
Capital redemption reserve		19					544						544
Profit and loss account		19					7,805						2,801

Shareholders’ funds		20					8,849						3,845

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2014.

LOGO

Mr R N Unsworth

Director

The accompanying notes 1 to 32 form part of these financial statements.

AIMIA Foods Holdings Limited

Registered number: 06201887

Company balance sheet

As at 30 June 2013


	Note		£000			2013 £000			£000			Unaudited 2012 £000
Fixed assets
Investments		12					12,403						12,403
Current assets
Debtors		14		110						110
Creditors: amounts falling due within one year		15		(11,631	)					(11,631	)

Net current liabilities							(11,521	)					(11,521	)

Net assets							882						882

Capital and Reserves
Called up share capital		18					500						500
Capital redemption reserve		19					544						544
Profit and loss account		19					(162	)					(162	)

Shareholders’ funds		20					882						882

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2014.

LOGO

Mr R N Unsworth

Director

The accompanying notes 1 to 32 form part of these financial statements.

AIMIA Foods Holdings Limited

Consolidated cash flow statement

For the year ended 30 June 2013


	Note		2013 £000			Unaudited 2012 £000
Net cash flow from operating activities		21		3,782			4,752
Returns on investments and servicing of finance		22		(124	)		(136	)
Taxation				(332	)		(401	)
Capital expenditure and financial investment		22		(2,210	)		(230	)

Cash inflow before financing				1,116			3,985
Financing		22		1,137			(394	)

Increase in cash in the year				2,253			3,591

Reconciliation of net cash flow to movement in net funds/(debt)

For the year ended 30 June 2013


	2013 £000			Unaudited 2012 £000
Increase in cash in the year		2,253			3,591
Cash inflow from increase in debt and lease financing		(1,137	)		—

Change in net debt resulting from cash flows		1,116			3,591
New finance leases		—			290

Movement in net funds/(debt) in the year		1,116			3,881
Net debt at 1 July		(217	)		(4,098	)

Net funds/(debt) at 30 June		899			(217	)

The accompanying notes 1 to 32 form part of these financial statements.

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

1.	Accounting policies

1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 2006 and applicable UK accounting standards (United Kingdom Generally Accepted Accounting Principles).

1.2

Going concern

The Group has considerable financial resources together with long standing relationships with a number of customers and suppliers across different geographic areas. As a consequence, the directors believe that the Group is well placed to manage its business risk successfully despite the current uncertain economic outlook.

1.3

Basis of consolidation

The Group financial statements consolidate the accounts of the company and all of its subsidiary undertakings drawn up for the year ended 30 June 2013.

On acquisition of a subsidiary, all of the subsidiary’s assets and liabilities which exist at the date of acquisition are recorded at their fair value reflecting their condition at that date.

1.4

Turnover

Turnover is the total amount receivable by the Group for goods supplied and services provided, excluding VAT and trade discounts. Revenue from the supply of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer, which is at the point of despatch.

1.5

Goodwill

Goodwill is the difference between amounts paid on the acquisition of a business or a company and the fair value of the identifiable assets and liabilities. It is amortised to the Profit and loss account over its estimated economic life.

1.6

Investments

Investments are included at cost less provision for impairment.

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

1.	Accounting policies (continued)

1.7

Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:


Leasehold improvements	-	3 - 10 years
Plant and machinery	-	3 - 10 years
Motor vehicles	-	3 years
Fixtures & fittings	-	5 years
Computer equipment	-	3 - 5 years

Those tangible fixed assets held for use under operating leases are depreciated over 4 years.

1.8

Stocks

Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes materials, direct labour, other direct overheads and royalties payable. Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and disposal.

1.9

Hire purchase agreements

Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital element of the future payments is treated as a liability and the interest is charged to the profit and loss account at a constant rate of charge on the balance of capital repayments outstanding.

1.10

Operating leases

Rentals applicable to operating leases, where substantially all of the benefits and risks of ownership remain with the lessor, are charged against profits on a straight line basis over the period of the lease.

1.11

Lease income

Payments received under operating leases are credited to the profit and loss account on a straight line basis over the lease term.

1.12

Current tax

The current tax charge is based on the profit for the year and is measured at the amounts expected to be paid based on the tax rates and laws substantively enacted by the balance sheet date. Current and deferred tax is recognised in the profit and loss account for the period except to the extent that it is attributable to gain or loss that is, or has been, recognised directly in the statement of total recognised gains and losses.

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

1.	Accounting policies (continued)

1.13

Deferred taxation

Deferred tax is recognised in respect of all timing differences that had originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exception, deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

1.14

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.

Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.

Exchange gains and losses are recognised in the Profit and loss account.

1.15

Pensions

The Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Group to the fund in respect of the year.

1.16

Financial Instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

2.	Turnover

An analysis of turnover by class of business is as follows:


			Unaudited
	2013		2012
	£000		£000
United Kingdom		58,029		55,322
Europe		448		2,864
Rest of world		—		449

		58,477		58,635

The turnover and profit on ordinary activities before taxation is attributable to the manufacture and distribution of food and beverage supplies into the retail, cash and carry, foodservice and vending sectors and the provision of manufacturing and packing services to the food industry.

3.	Other operating income


			Unaudited
	2013		2012
	£000		£000
Other operating income		—		32

Other operating income relates to net rent receivable in respect of operating leases.

4.	Operating profit

The operating profit is stated after charging:


			Unaudited
	2013		2012
	£000		£000
Amortisation - intangible fixed assets		454		454
Depreciation of tangible fixed assets:
- owned by the group		63		594
- held under finance leases		400		128
Operating lease rentals:
- other		117		129
- land and buildings		956		956

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

Exceptional administrative expenses


	2013 £000		Unaudited
			2012
			£000
Provision in respect of GSOP scheme		—		3,109

The Growth Securities Ownership Plan (GSOP) is an incentive arrangement to align employees’ interests with those of the company. The GSOP was fully settled in 2012.

5.	Auditors’ remuneration


	2013		Unaudited 2012
	£000		£000
Fees payable to the company’s auditor and its associates for the audit of the company’s annual accounts		16		15
Fees payable to the company’s auditor and its associates in respect of:
Taxation compliance services		5		5
All other non-audit services not included above		—		5

6.	Staff costs

Staff costs, including directors’ remuneration, were as follows:


	2013		Unaudited 2012
	£000		£000
Wages and salaries		7,472		10,793
Social security costs		601		643
Other pension costs		247		241

		8,320		11,677

The average monthly number of employees, including the directors, during the year was as follows:


	2013		Unaudited 2012
	No.		No.
Production		159		155
Administration		101		110

		260		265

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

7.	Directors’ remuneration


	2013		Unaudited 2012
	£000		£000
Remuneration		805		3,600

Company pension contributions to defined contribution pension schemes		58		59

During the year retirement benefits were accruing to 5 directors (2012 unaudited - 5 in respect of defined contribution pension schemes. The highest paid director received remuneration of £132,000 (2012 unaudited - £1,668,000).

Management and consultancy fees of £110,000 (2012 unaudited - £110,000) were paid which comprised charges for the services of I Unsworth and G Unsworth.

8.	Interest payable


	2013		Unaudited 2012
	£000		£000
On bank loans and overdrafts		62		108
On finance leases and hire purchase contracts		62		28

		124		136

9.	Taxation


	2013			Unaudited 2012
	£000			£000
Analysis of tax charge in the year
Current tax (see note below)
UK corporation tax charge on profit for the year		1,588			492
Adjustments in respect of prior periods		(44	)		(151	)

Total current tax		1,544			341

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

9.	Taxation (continued)


Deferred tax
Origination and reversal of timing differences	118	91
Effect of increased tax rate on opening liability	16	—

Total deferred tax (see note 17)	134	91

Tax on profit on ordinary activities	1,678	432

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2012 unaudited - lower than) the standard rate of corporation tax in the UK of 23.75% (2012 unaudited - 25.5%). The differences are explained below:


	2013 £000			Unaudited 2012 £000
Profit on ordinary activities before tax		6,682			1,482

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.75% (2012 - 25.5%)		1,587			378
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment		123			143
Capital allowances for year in excess of depreciation		(116	)		(34	)
Adjustments to tax charge in respect of prior periods		(44	)		(151	)
Short term timing difference leading to an increase (decrease) in taxation		(6	)		5

Current tax charge for the year (see note above)		1,544			341

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

10.

Intangible fixed assets


	Goodwill £000
Group
Cost
At 1 July 2012 (unaudited) and 30 June 2013		9,069

Amortisation
At 1 July 2012 (unaudited)		2,269
Charge for the year		454

At 30 June 2013		2,723

Net book value
At 30 June 2013		6,346

At 30 June 2012 (unaudited)		6,800

The directors have assessed that the goodwill has a useful economic life of 20 years.

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

11.

Tangible fixed assets


	L/Term Leasehold Property £000		Plant & machinery £000			Motor vehicles £000		Fixtures & fittings £000		Other fixed assets £000			Total £000
Group
Cost
At 1 July 2012 (unaudited)		188		10,342			46		2,663		180			13,419
Additions		—		1,427			39		72		—			1,538
Disposals		—		(25	)		—		—		—			(25	)
Transfer between classes		—		180			—		—		(180	)		—

At 30 June 2013		188		11,924			85		2,735		—			14,932

Depreciation
At 1 July 2012 (unaudited)		85		9,203			42		2,582		—			11,912
Charge for the year		—		407			7		49		—			463
On disposals		—		(25	)		—		—		—			(25	)

At 30 June 2013		85		9,585			49		2,631		—			12,350

Net book value
At 30 June 2013		103		2,339			36		104		—			2,582

At 30 June 2012 (unaudited)		103		1,139			4		81		180			1,507

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


	2013 £000		Unaudited 2012 £000
Group
Plant and machinery		953		449

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

12.

Fixed asset investments


	Unlisted investments £000
Group
Cost or valuation
At 1 July 2012 Unaudited		—
Additions		672

At 30 June 2013		672

Net book value
At 30 June 2013		672

At 30 June 2012 Unaudited		—

The fixed asset investment represents a 49% shareholding in Associated Coffee Merchants (International) Limited, a company incorporated in England and Wales. There are no common directors and the directors believe there is no significant influence held over the company, as such the investment has been held at cost under fixed asset investments.


	Investments in subsidiary companies £000
Company
Cost or valuation
At 1 July 2012 Unaudited and 30 June 2013		12,403

Net book value
At 30 June 2013		12,403

At 30 June 2012 Unaudited		12,403

Details of the principal subsidiaries can be found under note number 28.

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

13.

Stocks


	Group				Company
			Unaudited				Unaudited
	2013		2012		2013		2012
	£000		£000		£000		£000
Raw materials		2,159		2,088		—		—
Finished goods and goods for resale		1,921		1,552		—		—

		4,080		3,640		—		—

14.

Debtors


	Group				Company
			Unaudited				Unaudited
	2013		2012		2013		2012
	£000		£000		£000		£000
Trade debtors		5,494		4,725		—		—
Amounts owed by group undertakings		—		—		110		110
Amounts owed by related parties		—		45		—		—
Other debtors		202		106		—		—
Prepayments and accrued income		689		710		—		—
Deferred tax asset (see note 17)		245		379		—		—

		6,630		5,965		110		110

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

15.

Creditors:

Amounts falling due within one year


	Group				Company
			Unaudited				Unaudited
	2013		2012		2013		2012
	£000		£000		£000		£000
Bank loans and overdrafts		—		177		—		—
Net obligations under finance leases and hire purchase contracts		515		247		—		—
Trade creditors		6,964		7,223		—		—
Amounts owed to group undertakings		—		—		11,631		11,631
Corporation tax		1,584		372		—		—
Other taxation and social security		171		173		—		—
Other creditors		671		115		—		—
Accruals and deferred income		2,969		5,967		—		—

		12,874		14,274		11,631		11,631

The finance leases are secured against the assets to which they relate.

16.

Creditors:

Amounts falling due after more than one year


	Group			Company
		Unaudited				Unaudited
	2013	2012		2013		2012
	£000	£000		£000		£000
Net obligations under finance leases and hire purchase contracts	1,269		399		—		—

Obligations under finance leases and hire purchase contracts, included above, are payable as follows:


	Group			Company
		Unaudited				Unaudited
	2013	2012		2013		2012
	£000	£000		£000		£000
Between one and five years	1,269		399		—		—

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

17.

Deferred taxation


	Group						Company
	2013 £000			Unaudited 2012 £000			2013 £000		Unaudited 2012 £000
At beginning of year		379			470			—		—
Charged during the year (P&L)		(134	)		(91	)		—		—

At end of year		245			379			—		—


The deferred taxation balance is made up as follows:

	Group						Company
	2013 £000			Unaudited 2012 £000			2013 £000		Unaudited 2012 £000
Accelerated capital allowances		(239	)		(368	)		—		—
Short term timing differences		(6	)		(11	)		—		—

		(245	)		(379	)		—		—

The directors believe that the deferred tax asset of £245,000 (2012 unaudited - £379,000) recognised in the accounts will be recoverable against suitable profits arising in the future.

18.

Share capital


	2013 £000		Unaudited 2012 £000
Allotted, called up and fully paid
500,000 - Ordinary Shares shares of £1 each		500		500

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

19.

Reserves


	Capital redempt’n reserve £000		Profit and loss account £000
Group
At 1 July 2012 (Unaudited)		544		2,801
Profit for the financial year		—		5,004

At 30 June 2013		544		7,805


	Capital redempt’n reserve £000		Profit and loss account £000
Company
At 1 July 2012 (Unaudited) and 30 June 2013		544		(162	)

20.

Reconciliation of movement in shareholders’ funds


	2013 £000		Unaudited 2012 £000
Group
Opening shareholders’ funds		3,845		2,795
Profit for the financial year		5,004		1,050

Closing shareholders’ funds		8,849		3,845


	2013 £000		Unaudited 2012 £000
Company
Shareholders’ funds at 1 July 2012 (unaudited) and 30 June 2013		882		882

The Company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own profit and loss account.

The profit for the year dealt with in the accounts of the company was £NIL (2012 unaudited - £nil).

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

21.

Net cash flow from operating activities


	2013 £000			Unaudited 2012 £000
Operating profit		6,806			1,618
Amortisation of intangible fixed assets		454			454
Depreciation of tangible fixed assets		463			722
Profit on disposal of tangible fixed assets		—			(41	)
(Increase)/decrease in stocks		(440	)		418
(Increase)/decrease in debtors		(798	)		688
(Decrease)/increase in creditors		(2,703	)		893

Net cash inflow from operating activities		3,782			4,752

22.

Analysis of cash flows for headings netted in cash flow statement


	2013 £000			Unaudited 2012 £000
Returns on investments and servicing of finance
Interest paid		(62	)		(108	)
Hire purchase interest		(62	)		(28	)

Net cash outflow from returns on investments and servicing of finance		(124	)		(136	)


	2013 £000			Unaudited 2012 £000
Capital expenditure and financial investment
Purchase of tangible fixed assets		(1,538	)		(271	)
Sale of tangible fixed assets		—			41
Purchase of fixed asset investments		(672	)		—

Net cash outflow from capital expenditure		(2,210	)		(230	)

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013


	2013 £000			Unaudited 2012 £000
Financing
Repayment of finance leases		(363	)		—
New finance leases		1,500			—
Repayment of finance leases		—			(394	)

Net cash inflow/(outflow) from financing		1,137			(394	)

23.

Analysis of changes in net debt

Unaudited
1 July
2012

£000

Cash flow
£000

Other
non-cash
changes
£000

30 June
2013
£000

Cash at bank and in hand

606

2,076

—

2,682

Bank overdraft

(177

)

177

—

429

2,253

—

2,682

Finance lease obligations

Debts due within one year

(247

)

(1,137

)

870

(514

)

Debts falling due after more than one year

(399

)

—

(870

)

(1,269

)

Net (debt)/funds

(217

)

1,116

—

899

24.

Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounts to £247,000 (2012 unaudited - £241,000). Contributions totalling £43,000 (2012 unaudited - £43,000) were payable to the fund at the balance sheet date.

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

25.

Capital commitments

The Group had capital commitments at 30 June 2013 of £600,000 (2012 unaudited: £Nil).

26.

Contingent liabilities

There were no contingent liabilities at 30 June 2013 (2012 unaudited: £nil).

27.

Operating lease commitments

At 30 June 2013, the group had annual commitments under non-cancellable operating leases as follows:


	Land and buildings						Other
			Unaudited				Unaudited
	2013		2012		2013		2012
	£000		£000		£000		£000
Group
Expiry date:
Within 1 year		—		—		21		17
Between 2 and 5 years		488		189		51		68
After more than 5 years		493		792		—		—

28.

Principal subsidiaries


		Percentage
Company name	Country	Shareholding	Description
Aimia Foods Limited	England and Wales	100	Food and beverage manufacturing and distribution
Aimia Foods Group Limited	England and Wales	100	Intermediate Holding Company
Stockpack Limited	England and Wales	100	Dormant
Aimia Foods EBT Company Limited	England and Wales	100	Employee benefits trust

29.

Financial instruments

The Group incurs foreign exchange risk on sales and purchases that are denominated in currencies other than sterling. The Group uses forward exchange contracts to hedge this risk. The fair value of the Group’s forward contracts to buy Euros at 30 June 2013 was £nil (2012 unaudited - £nil).

AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

30.

Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard No. 8 “Related party disclosures” and has not disclosed transactions with group undertakings, all of which have been eliminated on consolidation.

During the period, the company paid rent of £8,500 (2012 unaudited: £8,500) in relation to a property owned by Mr I M Unsworth and Mr R N Unsworth. As at 30 June 2013, the rent prepaid amounted to £6,375 (2012 unaudited: £6,375).

31.

Post balance sheet events

Cott Ventures Ltd, a subsidiary of Cott Corporation, acquired 100 percent of the share capital of Aimia Foods Holdings Limited pursuant to a Share Purchase Agreement dated 30 May 2014. The aggregate purchase price for the Aimia Acquisition was £52.1 million payable in cash, which included a payment for estimated closing balance sheet working capital, £19.9 million in deferred consideration to be paid by 30 September 2014, and aggregate contingent consideration of up to £15.9 million, which is payable upon the achievement of certain performance measures during 52 weeks ending 1 July 2016.

Prior to the transaction the Group settled all balances owed between group companies and secured finance lease creditors.

32.

Ultimate controlling party

Subsequent to 30 May 2014, the ultimate controlling party is Cott Corporation by virtue of its 100% shareholding. Prior to that date the ultimate controlling party was the Unsworth family.

Aimia Foods Holdings Limited audited consolidated balance sheet

Exhibit 99.2

Unaudited Financial Statements

AIMIA Foods Holdings Limited

For the three months ended 31 March 2014

Registered number: 06201887

AIMIA Foods Holdings Limited

Contents


		Page

Independent auditor’s review report		ii

Unaudited consolidated profit and loss account		1

Unaudited consolidated balance sheet		2

Unaudited company balance sheet		3

Unaudited consolidated cash flow statement		4

Notes to the unaudited financial statements		5 - 21

LOGO

INDEPENDENT AUDITOR’S REVIEW REPORT

Grant Thornton UK LLP

4 Hardman Square

Spinningfields

Manchester

M3 3EB

T +44 (0) 161 953 6901

www.grant-thornton.co.uk

Board of Directors

Aimia Foods Holdings limited

We have reviewed the accompanying consolidated interim financial statements of Aimia Foods Holdings Limited and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of 31 March 2014 and 2013, and the related consolidated profit and loss accounts and cash flow statements for the three-month periods ended 31 March 2014 and 2013, and the related notes to the interim financial statements.

Management’s responsibility

The Company’s management is responsible for the preparation and fair presentation of the consolidated interim financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law); this responsibility includes the design, implementation, and maintenance of internal control sufficient to provide a reasonable basis for the preparation and fair presentation of interim financial information in accordance with United Kingdom Generally Accepted Accounting Practice.

Auditor’s responsibility

Our responsibility is to conduct our reviews in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements. Accordingly, we do not express such an opinion.

LOGO

Conclusion

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements referred to above for them to in accordance with United Kingdom Generally Accepted Accounting Practice.

LOGO

GRANT THORNTON UK LLP

Manchester

United Kingdom

5 August 2014

iii

AIMIA Foods Holdings Limited

Unaudited consolidated profit and loss account

For the three months ended 31 March 2014


			3 months			3 months
			ended 31 March			ended 31 March
			2014			2013
	Note		£000			£000
Turnover		1,2		17,995			15,192
Cost of sales				(13,302	)		(11,637	)

Gross profit				4,693			3,555
Distribution costs				(338	)		(274	)
Administrative expenses				(1,663	)		(1,327	)

Operating profit		3		2,692			1,954
Interest payable and similar charges		7		(37	)		(32	)

Profit on ordinary activities before taxation				2,655			1,922

Tax on profit on ordinary activities		8		(589	)		(444	)
Profit for the financial period		18		2,066			1,478

All amounts relate to continuing operations.

There were no recognised gains and losses for the current or prior period other than those included in the Profit and loss account.

The accompanying notes 1 to 31 form part of these financial statements.

Page 1

AIMIA Foods Holdings Limited

Registered number: 06201887

Unaudited consolidated balance sheet

As at 31 March 2014


	Note		31 March 2014 £000			31 March 2013 £000
Fixed assets
Intangible assets		9		6,006			6,460
Tangible assets		10		3,479			1,691
Investments		11		672			672

				10,157			8,823
Current assets
Stocks		12		5,022			4,499
Debtors		13		7,770			7,415
Cash at bank				9,186			2,472

				21,978			14,386
Creditors: amounts falling due within one year		14		(14,594	)		(14,087	)

Net current assets				7,384			299

Total assets less current liabilities				17,541			9,122
Creditors: amounts falling due after more than one year		15		(3,053	)		(1,344	)

Net assets				14,488			7,778

Capital and reserves
Called up share capital		17		500			500
Capital redemption reserve		18		544			544
Profit and loss account		18		13,444			6,734

Shareholders’ funds		19		14,488			7,778

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2014.

LOGO

Mr R N Unsworth, Director

The accompanying notes 1 to 31 form part of these financial statements.

Page 2

AIMIA Foods Holdings Limited

Registered number: 06201887

Unaudited company balance sheet

As at 31 March 2014


	Note		31 March 2014 £000			31 March 2013 £000
Fixed assets
Investments		11		12,403			12,403
Current assets
Debtors		13		110			110
Creditors: amounts falling due within one year		14		(11,631	)		(11,631	)

Net current liabilities				(11,521	)		(11,521	)

Net assets				882			882

Capital and Reserves
Called up share capital		17		500			500
Capital redemption reserve		18		544			544
Profit and loss account		18		(162	)		(162	)

Shareholders’ funds		19		882			882

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2014

LOGO

Mr R N Unsworth, Director

The accompanying notes 1 to 31 form part of these financial statements.

Page 3

AIMIA Foods Holdings Limited

Unaudited consolidated cash flow statement

For the three months ended 31 March 2014


			3 months			3 months
			ended 31 March			ended 31 March
			2014			2013
	Note		£000			£000
Net cash flow from operating activities		21		1,707			1,745
Returns on investments and servicing of finance		21		(37	)		(32	)
Taxation				(397	)		(4	)
Capital expenditure and financial investment		21		(199	)		(941	)

Cash inflow before financing				1,074			768
Financing		22		(346	)		(150	)

Increase in cash in the period				728			618

Reconciliation of net cash flow to movement in net funds/debt

For the three months ended 31 March 2014


	3 months		3 months
	ended 31 March		ended 31 March
	2014		2013
	£000		£000
Increase in cash in the period		728		618
Amounts repaid on finance leases		346		—

Change in net debt resulting from cash flows and movement in net debt in the period		1,074		618
Net funds / (debt) at 1 January		3,629		(212	)

Net funds at 31 March		4,703		406

The accompanying notes 1 to 31 form part of these financial statements.

Page 4

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

1.	Accounting policies

1.1

Basis of preparation of financial statements

1.2

Going concern

1.3

Basis of consolidation

The Group financial statements consolidate the accounts of the company and all of its subsidiary undertakings drawn up for the three months ended 31 March 2014.

On acquisition of a subsidiary, all of the subsidiary’s assets and liabilities which exist at the date of acquisition are recorded at their fair value reflecting their condition at that date.

1.4

Turnover

1.5

Goodwill

1.6

Investments

Investments are included at cost less provision for impairment.

Page 5

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

1.	Accounting policies (continued)

1.7

Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation and less any provision for impairment. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:


Leasehold improvements	-	3 - 10 years
Plant and machinery	-	3 - 10 years
Motor vehicles	-	3 years
Fixtures & fittings	-	5 years
Computer equipment	-	3 - 5 years

1.8

Stocks

1.9

Hire purchase agreements

1.10

Operating leases

1.11

Lease income

Payments received under operating leases are credited to the profit and loss account on a straight line basis over the lease term.

1.12

Current tax

The current tax charge is based on the profit for the period and is measured at the amounts expected to be paid based on the tax rates and laws substantively enacted by the balance sheet date. Current and deferred tax is recognised in the profit and loss account for the period except to the extent that it is attributable to gain or loss that is, or has been, recognised directly in the statement of total recognised gains and losses.

Page 6

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

1.	Accounting policies (continued)

1.13

Deferred taxation

1.14

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.

Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.

Exchange gains and losses are recognised in the Profit and loss account.

1.15

Pensions

The Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Group to the fund in respect of the period.

1.16

Financial Instruments

Page 7

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

2.	Turnover

An analysis of turnover by class of business is as follows:


	3 months		3 months
	ended 31 March		ended 31 March
	2014		2013
	£000		£000
United Kingdom		17,859		15,077
Europe		136		115

		17,995		15,192

3.	Operating profit

The operating profit is stated after charging:


	3 months		3 months
	ended 31 March		ended 31 March
	2014		2013
	£000		£000
Amortisation - intangible fixed assets		113		113
Depreciation of tangible fixed assets:
- owned by the group		23		23
- held under finance leases		139		139
Operating lease rentals:
- land and buildings		237		237

Page 8

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

4.	Auditors’ remuneration


	3 months		3 months
	ended 31 March		ended 31 March
	2014		2013
	£000		£000
Fees payable to the company’s auditor and its associates for the UK statutory audit of the company’s annual accounts		4		4
Fees payable to the company’s auditor and its associates in respect of:
Taxation compliance services		1		1

5.	Staff costs

Staff costs, including directors’ remuneration, were as follows:


	3 months		3 months
	ended 31 March		ended 31 March
	2014		2013
	£000		£000
Wages and salaries		2,597		1,566
Social security costs		177		167
Other pension costs		70		66

		2,844		1,799

The average monthly number of employees, including the directors, during the period was as follows:


	3 months		3 months
	ended 31 March		ended 31 March
	2014		2013
	No.		No.
Production		106		100
Administration		189		159

		295		259

Page 9

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

6.	Directors’ remuneration


	3 months		3 months
	ended 31 March		ended 31 March
	2014		2013
	£000		£000
Remuneration		177		173

Company pension contributions to defined contribution pension schemes		14		14

During the period retirement benefits were accruing to 5 directors (2013 - 5 in respect of defined contribution pension schemes. The highest paid director received remuneration of £33k (2013 - £33k). Management and consultancy fees of £23,000 (2013 - £23,000) were paid which comprised charges for the services of I Unsworth and G Unsworth.

7.	Interest payable


	3 months		3 months
	ended 31 March		ended 31 March
	2014		2013
	£000		£000
On bank loans and overdrafts		8		12
On finance leases and hire purchase contracts		29		20

		37		32

8.	Taxation


	3 months ended 31 March 2014 £000			3 months ended 31 March 2013 £000
Analysis of tax charge in the period
Current tax (see note below)
UK corporation tax charge on profit for the period		632			457
Adjustments in respect of prior periods		(43	)		(13	)

Total current tax		589			444

Deferred tax

Page 10

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014


Origination and reversal of timing differences	—	—
Effect of increased tax rate on opening liability	—	—

Total deferred tax (see note 16)	—	—

Tax on profit on ordinary activities	589	444

Factors affecting tax charge for the period

The tax assessed for the period is lower than (2013 - lower than) the standard rate of corporation tax in the UK of 23.00% (2013 – 24.00%). The differences are explained below:


	3 months ended 31 March 2014 £000			3 months ended 31 March 2013 £000
Profit on ordinary activities before tax		2,655			1,922

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.00% (2013 – 24.00%)		631			456
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment		119			37
Capital allowances for period in excess of depreciation		(112	)		(34	)
Adjustments to tax charge in respect of prior periods		(43	)		(13	)
Short term timing difference leading to an increase (decrease) in taxation		(6	)		(2	)

Current tax charge for the period (see note above)		589			444

Page 11

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

9.	Intangible fixed assets


Group	Goodwill £000
Cost
At 1 January 2014 and 31 March 2014		9,069

Amortisation
At 1 January 2014		2,950
Charge for the period		113

At 31 March 2014		3,063

Net book value
At 31 March 2014		6,006

At 31 December 2013		6,119

At 31 March 2013		6,460

The directors have assessed that the goodwill has a useful economic life of 20 years.

Page 12

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

10.

Tangible fixed assets

Group

L/Term
Leasehold
Property

£000

Plant &

machinery

£000

Motor vehicles

£000

Fixtures & fittings
£000

Total
£000

Cost

At 1 January 2014

188

13,013

2,769

16,055

Additions

—

199

—

199

At 31 March 2014

188

13,212

2,769

16,254

Depreciation

At 1 January 2014

9,824

2,649

12,613

Charge for the period

—

147

162

At 31 March 2014

9,971

2,660

12,775

Net book value

At 31 March 2014

103

3,241

109

3,479

At 31 December 2013

103

3,189

120

3,442

At 31 March 2013

103

1,451

118

1,691

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


Group	2014 £000		2013 £000
Plant and machinery		1,935		990

Page 13

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

11.

Fixed asset Investments


Group	Unlisted investments £000
Cost
At 1 January 2014 and 31 March 2014		672

Net book value
At 31 March 2014		672

At 31 December 2013		672

At 31 March 2013		672


	Investments in subsidiary
	companies
Company	£000
Cost
At 1 January 2014 and 31 March 2014		12,403

Net book value
At 31 March 2014		12,403

At 31 December 2013		12,403

At 31 March 2013		12,403

Details of the principal subsidiaries can be found under note number 27.

Page 14

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

12.

Stocks


	Group				Company
	2014		2013		2014		2013
	£000		£000		£000		£000
Raw materials		2,718		2,749		—		—
Finished goods and goods for resale		2,304		1,750		—		—

		5,022		4,499		—		—

13.

Debtors


	Group				Company
	2014		2013		2014		2013
	£000		£000		£000		£000
Trade debtors		6,888		6,184		—		—
Amounts owed by group undertakings		—		—		110		110
Other debtors		136		177		—		—
Prepayments and accrued income		501		584		—		—
Deferred tax asset (see note 16)		245		470		—		—

		7,770		7,415		110		110

Page 15

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

14.

Creditors:

Amounts falling due within one year


	Group				Company
	2014 £000		2013 £000		2014 £000		2013 £000
Net obligations under finance leases and hire purchase contracts		1,430		572		—		—
Trade creditors		8,243		8,022		—		—
Amounts owed to group undertakings		—		—		11,631		11,631
Corporation tax		1,218		1,770		—		—
Other taxation and social security		207		168		—		—
Other creditors		143		106		—		—
Accruals and deferred income		3,353		3,449		—		—

		14,594		14,087		11,631		11,631

The finance leases are secured against the assets to which they relate.

15.

Creditors:

Amounts falling due after more than one year


	Group				Company
	2014 £000		2013 £000		2014 £000		2013 £000
Net obligations under finance leases and hire purchase contracts		3,053		1,344		—		—

Obligations under finance leases and hire purchase contracts, included above, are payable as follows:


	Group				Company
	2014 £000		2013 £000		2014 £000		2013 £000
Between one and five years		3,053		1,344		—		—

Page 16

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

16.

Deferred taxation


	Group				Company
	2014		2013		2014		2013
	£000		£000		£000		£000
At beginning of period		245		470		—		—
Charged during the period (P&L)		—		—		—		—

At end of period		245		470		—		—

The deferred taxation balance is made up as follows:


	Group				Company
	2014		2013		2014		2013
	£000		£000		£000		£000
Accelerated capital allowances		245		470		—		—
Short term timing differences		—		—		—		—

		245		470		—		—

The directors believe that the deferred tax asset of £245,000 (2013 - £470,000) recognised in the accounts will be recoverable against suitable profits arising in the future.

17.

Share capital


	2014		2013
	£000		£000
Allotted, called up and fully paid
500,000 - Ordinary Shares shares of £1 each		500		500

Page 17

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

18.

Reserves


	Capital redempt’n reserve		Profit and loss account
Group	£000		£000
At 1 January 2014		544		11,378
Profit for the financial period		—		2,066

At 31 March 2014		544		13


	Capital redempt’n reserve		Profit and loss account
Company	£000		£000
At 1 January 2014 and 31 March 2014		544		(162	)

19.

Reconciliation of movement in shareholders’ funds


	2014		2013
Group	£000		£000
Opening shareholders’ funds		12,422		6,300
Profit for the financial period		2,066		1,478

Closing shareholders’ funds		14,488		7,778


	2014		2013
Company	£000		£000
Shareholders’ funds at 1 January 2014 and 31 March 2014		882		882

The company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own profit and loss account.

The profit for the period dealt with in the accounts of the company was £NIL (2013 - £nil).

Page 18

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

20.

Net cash flow from operating activities


	3 month period to 31 March 2014 £000			3 month period to 31 March 2013 £000
Operating profit		2,692			1,954
Amortisation of intangible fixed assets		113			113
Depreciation of tangible fixed assets		162			103
Profit on disposal of tangible fixed assets		—			(25	)
(Increase) in stocks		(66	)		(622	)
Decrease/(increase) in debtors		795			(146	)
(Decrease)/increase in creditors		(1,989	)		368

Net cash inflow from operating activities		1,707			1,745

21.

Analysis of cash flows for headings netted in cash flow statement


	3 month period to 31 March 2014 £000			3 month period to 31 March 2013 £000
Returns on investments and servicing of finance
Interest paid		(7	)		(12	)
Hire purchase interest		(30	)		(20	)

Net cash outflow from returns on investments and servicing of finance		(37	)		(32	)


	2014			2013
	£000			£000
Capital expenditure and financial investment
Purchase of tangible fixed assets		(199	)		(294	)
Sale of tangible fixed assets		—			25
Purchase of fixed asset investments		—			(672	)

Net cash outflow from capital expenditure		(199	)		(941	)


	2014			2013
	£000			£000
Financing
Repayment of finance leases		(346	)		(150	)

Net cash outflow from financing		(346	)		(150	)

Page 19

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

22.

Analysis of changes in net debt

1 January
2014

Cash flow

31 March

2014

£000

Cash at bank and in hand

8,458

728

9,186

8,458

728

9,186

Finance lease obligations

Debts due within one year

(4,829

)

346

(4,483

)

Net debt

3,629

1,074

4,703

23.

Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounts to £194k (2013 - £185k). Contributions totalling £80k (2013 - £43k) were payable to the fund at the balance sheet date.

24.

Capital commitments

The Group had capital commitments at 31 March 2014 of £NIL (31 March 2013: £NIL).

25.

Contingent liabilities

There were no contingent liabilities at 31 March 2014 (31 March 2013: £NIL).

26.

Operating lease commitments

At 31 March 2014, the Group had annual commitments under non-cancellable operating leases as follows:


	Land and buildings						Other
	2014		2013		2014		2013
Group	£000		£000		£000		£000
Expiry date:
Within 1 year		—		126		16		16
Between 2 and 5 years		488		299		65		47
After more than 5 years		445		445		—		—

Page 20

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the three months ended 31 March 2014

27.

Principal subsidiaries


Company name	Country	Percentage Shareholding	Description
Aimia Foods Limited	England and Wales	100	Food and beverage manufacturing and distribution
Aimia Foods Group Limited	England and Wales	100	Intermediate Holding Company
Stockpack Limited	England and Wales	100	Dormant
Aimia Foods EBT Company Limited	England and Wales	100	Employee benefits trust

28.

Financial Instruments

29.

Related party transactions

During the period, the company paid rent of £2,125 (2013: £2,125) in relation to a property owned by Mr I M Unsworth and Mr R N Unsworth, As at 31 March 2014, the rent prepaid amounted to £NIL (2013: £NIL).

30.

Post balance sheet events

Cott Ventures Ltd., a subsidiary of Cott Corporation, acquired 100 percent of the share capital of the Aimia Foods Holdings Limited, pursuant to a Share Purchase Agreement dated May 30, 2014. The aggregate purchase price for the Aimia Acquisition was £52.1 million payable in cash, which included a payment for estimated closing balance sheet working capital, £19.9 million in deferred consideration to be paid by September 30, 2014, and aggregate contingent consideration of up to £15.9 million, which is payable upon the achievement of certain performance measures during 52 weeks ending July 1, 2016.

Prior to the transaction, the Group settled all balances owed between group companies and secured finance lease creditors.

31.

Ultimate controlling party

Subsequent to 30 May 2014, the ultimate controlling party is Cott Corporation by virtue of its 100% shareholding. Prior to that date the ultimate controlling party was the Unsworth family.

Page 21

Aimia Foods Holdings Limited audited consolidated balance sheet

Exhibit 99.3

Unaudited Financial Statements

AIMIA Foods Holdings Limited

For the six months ended 31 December 2013

Registered number: 06201887

AIMIA Foods Holdings Limited

Contents


		Page

Independent auditor’s review report		ii

Unaudited consolidated profit and loss account		1

Unaudited consolidated balance sheet		2

Unaudited company balance sheet		3

Unaudited consolidated cash flow statement		4

Notes to the unaudited financial statements		5 - 21

LOGO

INDEPENDENT AUDITOR’S REVIEW REPORT

Grant Thornton UK LLP

4 Hardman Square

Spinningfields

Manchester

M3 3EB

T +44 (0) 161 953 6901

www.grant-thornton.co.uk

Board of Directors

Aimia Foods Holdings Limited

We have reviewed the accompanying consolidated interim financial statements of Aimia Foods Holdings Limited and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of 31 December 2013 and 2012, and the related consolidated profit and loss accounts and cash flow statements for the six-month periods ended 31 December 2013 and 2012, and the related notes to the interim financial statements.

Management’s responsibility

Auditor’s responsibility

LOGO

Conclusion

LOGO

GRANT THORNTON UK LLP

Manchester

United Kingdom

5 August 2014

iii

AIMIA Foods Holdings Limited

Unaudited consolidated profit and loss account

For the six months ended 31 December 2013


	Note		6 months ended 31 December 2013 £000			6 months ended 31 December 2012 £000
Turnover		1,2		33,870			29,512
Cost of sales				(25,725	)		(23,061	)

Gross profit				8,145			6,451
Distribution costs				(681	)		(540	)
Administrative expenses				(2,813	)		(2,655	)

Operating profit		3		4,651			3,256
Interest payable and similar charges		7		(52	)		(55	)

Profit on ordinary activities before taxation				4,599			3,201

Tax on profit on ordinary activities		8		(1,026	)		(747	)
Profit for the financial period		18		3,573			2,454

All amounts relate to continuing operations.

There were no recognised gains and losses for the current or prior period other than those included in the Profit and loss account.

The accompanying notes 1 to 31 form part of these financial statements.

AIMIA Foods Holdings Limited

Registered number: 06201887

Unaudited consolidated balance sheet

As at 31 December 2013


	Note		31 December 2013 £000			31 December 2012 £000
Fixed assets
Intangible assets		9		6,119			6,573
Tangible assets		10		3,442			1,500
Investments		11		672			—

				10,233			8,073
Current assets
Stocks		12		4,956			3,877
Debtors		13		8,565			7,269
Cash at bank				8,458			1,854

				21,979			13,000
Creditors: amounts falling due within one year		14		(16,416	)		(13,281	)

Net current assets/(liabilities)				5,563			(281	)

Total assets less current liabilities				15,796			7,792
Creditors: amounts falling due after more than one year		15		(3,375	)		(1,494	)

Net assets				12,421			6,298

Capital and reserves
Called up share capital		17		500			500
Capital redemption reserve		18		544			544
Profit and loss account		18		11,377			5,254

Shareholders’ funds		19		12,421			6,298

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2014.

LOGO

Mr R N Unsworth

Director

The accompanying notes 1 to 31 form part of these unaudited financial statements.

AIMIA Foods Holdings Limited

Registered number: 06201887

Unaudited company balance sheet

As at 31 December 2013


	Note		31 December 2013 £000			31 December 2012 £000
Fixed assets
Investments		11		12,403			12,403
Current assets
Debtors		13		110			110
Creditors: amounts falling due within one year		14		(11,631	)		(11,631	)

Net current Liabilities				(11,521	)		(11,521	)

Net assets				882			882

Capital and Reserves
Called up share capital		17		500			500
Capital redemption reserve		18		544			544
Profit and loss account		18		(162	)		(162	)

Shareholders’ funds		19		882			882

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2014.

LOGO

Mr R N Unsworth

Director

The accompanying notes 1 to 31 form part of these unaudited financial statements.

AIMIA Foods Holdings Limited

Unaudited consolidated cash flow statement

For the six months ended 31 December 2013


	Note		6 months ended 31 December 2013 £000			6 months ended 31 December 2012 £000
Net cash flow from operating activities		20		5,490			(76	)
Returns on investments and servicing of finance		21		(52	)		(55	)
Taxation				(1,588	)		211
Capital expenditure and financial investment		21		(1,119	)		(252	)

Cash inflow/(outflow) before financing				2,731			(172	)
Financing		21		3,045			1,420

Increase in cash in the period				5,776			1,248

Reconciliation of net cash flow to movement in net funds/(debt)

For the six months ended 31 December 2013


	6 months ended 31 December 2013 £000			6 months ended 31 December 2012 £000
Increase in cash in the period		5,776			1,248
Increase in debt		(3,045	)		(1,420	)

Change in net debt resulting from cash flows		2,731			(172	)
New finance lease		—			177

Movement in net debt in the period		2,731			5
Net funds/(debt) at 1 July		898			(212	)

Net funds/(debt) at 31 December		3,629			(207	)

The accompanying notes 1 to 31 form part of these financial statements.

AIMIA Foods Holdings limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

1.	Accounting policies

1.1

Basis of preparation of financial statements

1.2

Going concern

1.3

Basis of consolidation

The Group financial statements consolidate the accounts of the company and all of its subsidiary undertakings drawn up for the six months ended 31 December 2013.

On acquisition of a subsidiary, all of the subsidiary’s assets and liabilities which exist at the date of acquisition are recorded at their fair value reflecting their condition at that date.

1.4

Turnover

1.5

Goodwill

1.6

Investments

Investments are included at cost less provision for impairment.

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

1.	Accounting policies (continued)

1.7

Tangible fixed assets and depreciation


Leasehold improvements	-	3 - 10 years
Plant and machinery	-	3 - 10 years
Motor vehicles	-	3 years
Fixtures & fittings	-	5 years
Computer equipment	-	3 - 5 years

1.8

Stocks

1.9

Hire purchase agreements

1.10

Operating leases

1.11

Lease income

Payments received under operating leases are credited to the profit and loss account on a straight line basis over the lease term.

1.12

Current tax

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

1.	Accounting policies (continued)

1.13

Deferred taxation

1.14

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.

Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.

Exchange gains and losses are recognised in the Profit and loss account.

1.15

Pensions

The Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Group to the fund in respect of the period.

1.16

Financial Instruments

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

2.	Turnover

An analysis of turnover by class of business is as follows:


	6 months ended 31 December 2013		6 months ended 31 December 2012
	£000		£000
United Kingdom		33,609		29,284
Europe		261		228

		33,870		29,512

3.	Operating profit

The operating profit is stated after charging:


	6 months ended 31 December 2013		6 months ended 31 December 2012
	£000		£000
Amortisation—intangible fixed assets		227		227
Depreciation of tangible fixed assets:
- owned by the group		37		36
- held under finance leases		226		223
Operating lease rentals:
- other		59		59
- land and buildings		478		478

4.	Auditors’ remuneration


	6 months ended 31 December 2013		6 months ended 31 December 2012
	£000		£000
Fees payable to the company’s auditor and its associates for the UK statutory audit of the company’s annual accounts		17		19
Fees payable to the company’s auditor and its associates in respect of:
Taxation compliance services		2		2

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

5.	Staff costs

Staff costs, including directors’ remuneration, were as follows:


	6 months ended 31 December 2013		6 months ended 31 December 2012
	£000		£000
Wages and salaries		3,351		3,606
Social security costs		371		283
Other pension costs		124		120

		3,846		4,009

The average monthly number of employees, including the directors, during the period was as follows:


	6 months ended 31 December 2013		6 months ended 31 December 2012
	No.		No.
Production		106		99
Administration		188		160

		294		259

6.	Directors’ remuneration


	6 months ended 31 December 2013		6 months ended 31 December 2012
	£000		£000
Remuneration		430		348

Company pension contributions to defined contribution pension schemes		32		29

During the period retirement benefits were accruing to 5 directors (2013 - 5 in respect of defined contribution pension schemes. The highest paid director received remuneration of £66,000 (2012 - £66,000). Management and consultancy fees of £55,000 (2012 - £55,000) were paid which comprised charges for the services of I Unsworth and G Unsworth.

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

7.	Interest payable


	6 months ended 31 December 2013		6 months ended 31 December 2012
	£000		£000
On bank loans and overdrafts		10		36
On finance leases and hire purchase contracts		42		19

		52		55

8.	Taxation


	6 months ended 31 December 2013			6 months ended 31 December 2012
	£000			£000
Analysis of tax charge in the period
Current tax (see note below)
UK corporation tax charge on profit for the period		1,095			761
Adjustments in respect of prior periods		(69	)		(14	)

Total current tax		1,026			747

Deferred tax
Origination and reversal of timing differences		—			—
Effect of increased tax rate on opening liability		—			—

Total deferred tax (see note 16)		—			—

Tax on profit on ordinary activities		1,026			747

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

Factors affecting tax charge for the period

The tax assessed for the period is lower than (2012 - lower than) the standard rate of corporation tax in the UK of 23.00% (2012 – 24.00%). The differences are explained below:


	6 months ended 31 December 2013			6 months ended 31 December 2012
	£000			£000
Profit on ordinary activities before tax		4,599			3,201

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.00% (2012 – 24.00%)		1,092			760
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment		190			39
Capital allowances for period in excess of depreciation		(179	)		(36	)
Adjustments to tax charge in respect of prior periods		(68	)		(14	)
Short term timing difference leading to an decrease in taxation		(9	)		(2	)

Current tax charge for the period (see note above)		1,026			747

9.	Intangible fixed assets


	Goodwill
	£000
Group
Cost
At 1 July 2013 and 31 December 2013		9,069

Amortisation
At 1 July 2013		2,723
Charge for the period		227

At 31 December 2013		2,950

Net book value
At 31 December 2013		6,119

At 30 June 2013		6,346

At 31 December 2012		6,573

The directors have assessed that the goodwill has a useful economic life of 20 years.

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

10.

Tangible fixed assets


	L/Term Leasehold Property		Plant & machinery		Motor vehicles		Fixtures & fittings		Total
Group	£000		£000		£000		£000		£000
Cost
At 1 July 2013		188		11,924		85		2,735		14,932
Additions		—		1,089		—		34		1,123

At 31 December 2013		188		13,013		85		2,769		16,055

Depreciation
At 1 July 2013		85		9,585		49		2,631		12,350
Charge for the period		—		239		6		18		263

At 31 December 2013		85		9,824		55		2,649		12,613

Net book value
At 31 December 2013		103		3,189		30		120		3,442

At 30 June 2013		103		2,339		36		104		2,582

At 31 December 2012		103		1,274		2		121		1,500

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


	2013		2012
Group	£000		£000
Plant and machinery		2,069		1,175

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

11.

Fixed asset investments


	Unlisted investments
Group	£000
Cost
At 1 July 2013 and 31 December 2013		672

Net book value
At 30 June 2013 and 31 December 2013		672

At 31 December 2012		—

The fixed asset investment represents a 49% shareholding in Associated Coffee Merchants (International) Limited, incorporated in England and Wales. There are no common directors and the directors believe there is no significant influence held over the company, as such the investment has been held at cost under fixed asset investments.


	Investments in subsidiary companies
Company	£000
Cost
At 1 July 2013 and 31 December 2013		12,403

Net book value
At 31 December 2013		12,403

At 30 June 2013		12,403

At 31 December 2012		12,403

Details of the principal subsidiaries can be found under note number 27.

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

12.

Stocks


	Group				Company
	2013		2012		2013		2012
	£000		£000		£000		£000
Raw materials		2,737		1,897		—		—
Finished goods and goods for resale		2,219		1,980		—		—

		4,956		3,877		—		—

13.

Debtors


	Group				Company
	2013		2012		2013		2012
	£000		£000		£000		£000
Trade debtors		7,626		6,127		—		—
Amounts owed by group undertakings		—		—		110		110
Other debtors		47		113		—		—
Prepayments and accrued income		647		559		—		—
Deferred tax asset (see note 16)		245		470		—		—

		8,565		7,269		110		110

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

14.

Creditors:

Amounts falling due within one year


	Group				Company
	2013		2012		2013		2012
	£000		£000		£000		£000
Net obligations under finance leases and hire purchase contracts		1,454		572		—		—
Trade creditors		10,332		8,116		—		—
Amounts owed to group undertakings		—		—		11,631		11,631
Corporation tax		1,027		1,330		—		—
Other taxation and social security		179		179		—		—
Other creditors		102		109		—		—
Accruals and deferred income		3,322		2,975		—		—

		16,416		13,281		11,631		11,631

The finance leases are secured against the assets to which they relate.

15.

Creditors:

Amounts falling due after more than one year


	Group				Company
	2013		2012		2013		2012
	£000		£000		£000		£000
Net obligations under finance leases and hire purchase contracts		3,375		1,494		—		—

Obligations under finance leases and hire purchase contracts, included above, are payable as follows:


	Group				Company
	2013		2012		2013		2012
	£000		£000		£000		£000
Between one and five years		3,375		1,494		—		—

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

16.

Deferred taxation


	Group				Company
	2013		2012		2013		2012
	£000		£000		£000		£000
At beginning of period		245		470		—		—
Charge during the period (P&L)		—		—		—		—

At end of period		245		470		—		—

The deferred taxation balance is made up as follows:


	Group				Company
	2013		2012		2013		2012
	£000		£000		£000		£000
Accelerated capital allowances		245		470		—		—

		245		470		—		—

The directors believe that the deferred tax asset of £245,000 (2012 - £470,000) recognised in the accounts will be recoverable against suitable profits arising in the future.

17.

Share capital


	2013		2012
	£000		£000
Allotted, called up and fully paid
500,000 - Ordinary Shares of £l each		500		500

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

18.

Reserves


Group	Capital redempt’n reserve £000		Profit and loss account £000
At 1 July 2013		544		7,804
Profit for the financial period		—		3,573

At 31 December 2013		544		11,377


Company	Capital redempt’n reserve £000		Profit and loss account £000
At 1 July 2013 and 31 December 2013		544		(162	)

19.

Reconciliation of movement in shareholders’ funds


Group	2013 £000		2012 £000
Opening shareholders’ funds		8,848		3,844
Profit for the financial period		3,573		2,454

Closing shareholders’ funds		12,421		6,298


Company	2013 £000		2012 £000
Shareholders’ funds at 1 July 2013 and 31 December 2013		882		882

The company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own profit and loss account.

The profit for the period dealt with in the accounts of the company was £NIL (2013 - £nil).

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

20.

Net cash flow from operating activities


	6 month period to 31 December 2013 £000			6 month period to 31 December 2012 £000
Operating profit		4,651			3,257
Amortisation of intangible fixed assets		227			227
Depreciation of tangible fixed assets		263			259
Increase in stocks		(876	)		(237	)
Increase in debtors		(1,935	)		(1,304	)
Increase/(decrease) in creditors		3,160			(2,278	)

Net cash inflow/(outflow) from operating activities		5,490			(76	)

21.

Analysis of cash flows for headings netted in cash flow statement


	6 month period to 31 December 2013 £000			6 month period to 31 December 2012 £000
Returns on investments and servicing of finance
Interest paid		(10	)		(36	)
Hire purchase interest		(42	)		(19	)

Net cash outflow from returns on investments and servicing of finance		(52	)		(55	)


	2013 £000			2012 £000
Capital expenditure and financial investment
Purchase of tangible fixed assets		(1,123	)		(252	)
Sale of tangible fixed assets		4			—

Net cash outflow from capital expenditure		(1,119	)		(252	)

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013


	2013 £000			2012 £000
Financing
Repayment of finance leases		(253	)		(124	)
New finance leases		3,298			1,544

Net cash inflow from financing		3,045			1,420

22.

Analysis of changes in net debt

1 July
2013

£000

Cash flow

£000

Inception of new

finance leases

£000

31 December
2013

£000

Cash at bank and in hand

2,682

5,776

—

8,458

2,682

5,776

—

8,458

Finance lease obligations

Debts due within one year

(1,784

)

—

(3,045

)

(4,829

)

Debts falling due after more than one year

—

Net debt

898

5,776

(3,045

)

3,629

23.

Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounts to £124,000 (six months ended December 2012 - £120,000). Contributions totalling £44,000 (six months ended December 2012 - £44,000) were payable to the fund at the balance sheet date.

24.

Capital commitments

The Group had capital commitments at 31 December 2013 of £NIL (2012: £NIL).

25.

Contingent liabilities

There were no contingent liabilities at 31 December 2013 (2012: £Nil).

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

26.

Operating lease commitments

At 31 December 2013, the group had annual commitments under non-cancellable operating leases as follows:


	Land and buildings						Other
Group	2013 £000		2012 £000		2013 £000		2012 £000
Expiry date:
Within 1 year		173		—		22		1
Between 2 and 5 years		299		488		53		82
After more than 5 years		445		445		—		—

27.

Principal subsidiaries


Company name	Country	Percentage Shareholding	Description
Aimia Foods Limited	England and Wales	100	Food and beverage manufacturing and distribution
Aimia Foods Group Limited	England and Wales	100	Intermediate Holding Company
Stockpack Limited	England and Wales	100	Dormant
Aimia Foods EBT Company Limited	England and Wales	100	Employee benefits trust

28.

Financial Instruments

29.

Related party transactions

During the period, the company paid rent of £4,250 (2012: £4,250) in relation to a property owned by Mr I M Unsworth and Mr R N Unsworth. As at 31 December 2013, the rent prepaid amounted to £4,250 (2012: £2,125).

AIMIA Foods Holdings Limited

Notes to the unaudited financial statements

For the six months ended 31 December 2013

30.

Post balance sheet events

Prior to the transaction, the Group settled all balances owed between group companies and secured finance lease creditors.

31.

Ultimate controlling party

Subsequent to 30 May 2014, the ultimate controlling party is Cott Corporation by virtue of its 100% shareholding. Prior to that date the ultimate controlling party was the Unsworth family.

Cott Corporation unaudited pro forma condensed combined balance sheet

Exhibit 99.4

Cott and Aimia Unaudited Pro Forma Condensed Combined Financial Statements

On May 30, 2014, the United Kingdom / Europe (“U.K.”) Business Unit of Cott Corporation (“Cott” or the “Company”) entered into a Share Purchase Agreement (the “SPA”) pursuant to which it acquired on that date all of the issued share capital of Aimia Foods Holdings Limited (“Aimia”). Aimia, a privately-held company headquartered in Merseyside, United Kingdom, manufactures, sells and distributes food and beverages, including hot chocolate, coffee, malt drinks, creamers/whiteners and cereals. The purchase price under the SPA, based on exchange rates in effect on the acquisition date of May 30, 2014, includes the payment of approximately $80.4 million at closing plus a $7.2 million adjustment for working capital, $33.5 million in deferred consideration payable in September 2014, and on-target earnout consideration of $20.1 million, with a minimum earnout consideration of $13.4 million and a maximum earnout consideration of $26.9 million, based upon the achievement of certain performance measures during the twelve months ending July 1, 2016. The SPA contains representations, warranties, covenants and conditions that the Company believes are customary for a transaction of this size and type, as well as indemnification provisions subject to specified limitations.

The unaudited pro forma condensed combined financial statements have been prepared to illustrate the effect of the acquisition of Aimia, including related financing. The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheet of Cott, derived from the Company’s Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on May 8, 2014, and the historical consolidated balance sheet of Aimia, giving effect to the acquisition of Aimia as if it had occurred on March 29, 2014. The unaudited pro forma condensed combined statement of operations for the twelve months ended December 28, 2013, and for the three months ended March 29, 2014 combines the historical consolidated statements of operations of Cott, derived from the Company’s Form 10-K filed with the SEC on February 24, 2014 and Form 10-Q filed on May 8, 2014, and the historical consolidated profit and loss accounts of Aimia, giving effect to the acquisition of Aimia as if it had occurred on December 30, 2012. The historical financial information of Aimia in the condensed combined statements of operations for the twelve months ended December 31, 2013 is calculated by adding the unaudited historical financial information of Aimia in the consolidated profit and loss account for the six months ended December 31, 2013 and the audited historical financial information of Aimia in the consolidated profit and loss account for the year ended June 30, 2013, and subtracting the unaudited historical financial information of Aimia in the consolidated profit and loss account for the six months ended December 31, 2012. The historical financial information has been adjusted to give effect to matters that are (i) directly attributable to the acquisition of Aimia, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the operating results of the combined company. The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements and:

•

the audited historical financial statements of Cott Corporation, as of and for the year ended December 28, 2013, included in Cott’s Annual Report on Form 10-K filed with the SEC on February 24, 2014;

•

the unaudited historical financial statements of Cott Corporation, as of and for the three months ended March 29, 2014 and the three months ended March 30, 2013, included in Cott’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2014;

•

the audited historical financial statements of Aimia as of and for the year ended June 30, 2013, included in this Current Report on Form 8-K; and

•

the unaudited historical financial statements of Aimia as of and for the six months ended December 31, 2013 and the six months ended December 31, 2012, and as of and for the three months ended March 31, 2014 included in this Current Report on Form 8-K.

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting, with Cott treated as the acquirer. The unaudited pro forma condensed combined financial statements will differ from our final acquisition accounting for a number of reasons, including the fact that our estimates of fair values of assets and liabilities acquired are preliminary and subject to change when our formal valuation and other studies are finalized. The differences that will occur between the preliminary estimates and the final acquisition accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements are presented for informational purposes only. They have been prepared in accordance with Article 11 of Regulation S-X of the SEC and are not necessarily indicative of what our financial position or results of operations actually would have been had we completed the acquisition of Aimia at the dates indicated, nor do they purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined statements of operations do not reflect any revenue or cost savings from synergies that may be achieved with respect to the combined companies, or the impact of non-recurring items, including synergies, directly related to the acquisition of Aimia.

Cott Corporation

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 29, 2014


	Historical at March 29, 2014					Proforma Adjustments
																	Pro Forma Combined at
	Cott			Aimia		UK to US GAAP			Bond Offering				Purchase Accounting				March 29, 2014
	(In millions of U.S. Dollars)
ASSETS
Current Assets					A		A							A
Cash & cash equivalents	$	40.6		$	15.3	$	—		$	111.8		C	$	(86.7	)	D	$	81.0
Accounts receivable, net of allowance		237.9			11.5		—			—				—				249.4
Income taxes recoverable		1.1			—		—			—				—				1.1
Inventories		249.0			8.3		—			—				1.2		E		258.5
Prepaid expenses and other current assets		19.1			1.1		—			—				—				20.2

Total current assets		547.7			36.2		—			111.8				(85.5	)			610.2
Property, plant and equipment, net		472.6			5.8		3.0	B		—				1.6		F		483.0
Goodwill		136.5			10.0		5.1	B		—				31.7		G		183.3
Intangibles and other assets, net		292.1			1.1		0.2	B		5.6		C		83.8		H		382.8
Deferred income taxes		4.9			0.4		—			—				—				5.3
Other tax receivable		0.4			—		—			—				—				0.4

Total assets	$	1,454.2		$	53.5	$	8.3		$	117.4			$	31.6			$	1,665.0

LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings	$	130.9		$	—	$	—		$	—			$	—			$	130.9
Current maturities of long-term debt		3.9			2.2		—			—				(2.2	)	I		3.9
Accounts payable and accrued liabilities		273.8			22.0		0.3	B		(8.3	)	C		34.6		D		322.4

Total current liabilities		408.6			24.2		0.3			(8.3	)			32.4				457.2
Long-term debt		387.8			5.2		—			150.0		C		(5.2	)	I		537.8
Deferred income taxes		41.8			—		—			—				17.3		J		59.1
Other long-term liabilities		20.8			—		2.7	B		—				18.3		D		41.8

Total liabilities		859.0			29.4		3.0			141.7				62.8				1,095.9
Equity
Capital stock		393.6			0.8		—			—				(0.8	)	K		393.6
Additional paid-in capital		44.2			—		—			—				—				44.2
Retained earnings		167.3			23.3		5.3	B		(24.3	)	C		(30.4	)	K		141.2
Accumulated other comprehensive loss		(18.5	)		—		—			—				—				(18.5	)
Non-controlling interests		8.6			—		—			—				—				8.6

Total equity		595.2			24.1		5.3			(24.3	)			(31.2	)			569.1

Total liabilities and equity	$	1,454.2		$	53.5	$	8.3		$	117.4			$	31.6			$	1,665.0

Cott Corporation

Unaudited Pro Forma Condensed Combined Statement of Operations

For the three months ended March 29, 2014


	Historical for the three months
	ended March 29, 2014					Proforma Adjustments
																		Pro Forma Combined for
	Cott			Aimia		UK to US GAAP				Bond Offering				Purchase Accounting				the three months ended March 29, 2014
						(In millions of U.S. Dollars)
				A		A								A
Revenue, net	$	475.1		$	29.8	$	0.1		B	$	—			$	—			$	505.0
Cost of sales		424.8			22.0		0.1		B		—				0.4		G		447.3

Gross profit		50.3			7.8		—				—				(0.4	)			57.7
Selling, general and administrative expenses		42.3			3.3		(0.2	)	C		—				1.0		G		46.4
Loss on disposal of property, plant and equipment		0.1			—		—				—				—				0.1
Restructuring and asset impairments																			—
Restructuring		2.2			—		—				—				—				2.2
Asset impairments		1.6			—		—				—				—				1.6

Operating income		4.1			4.5		0.2				—				(1.4	)			7.4
Other (income) expense, net		(2.3	)		—		(0.0	)	D		—				—				(2.3	)
Interest expense, net		9.8			0.1		—				(0.5	)	F		(0.1	)	H		9.3

Income (loss) before income taxes		(3.4	)		4.4		0.2				0.5				(1.3	)			0.4
Income tax (benefit) expense		(0.9	)		1.0		0.1		E		0.1		E		(0.3	)	E		(0.0	)

Net income (loss)	$	(2.5	)	$	3.4	$	0.2			$	0.4			$	(1.0	)		$	0.4
Less: Net income attributable to non-controlling interest		1.4			—		—				—				—				1.4

Net loss attributed to Cott Corporation	$	(3.9	)	$	3.4	$	0.2			$	0.4			$	(1.0	)		$	(1.0	)

Net income per common share
Basic	$	(0.04	)															$	(0.01	)
Diluted	$	(0.04	)															$	(0.01	)
Weighted average outstanding shares (in thousands)
Basic		94,319																	94,319
Diluted		94,319																	94,319

Cott Corporation

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 28, 2013


	Historical for the year ended
	December 28, 2013				Proforma Adjustments
																	Pro Forma Combined
	Cott		Aimia		UK to US GAAP				Bond Offering				Purchase Accounting				for the year ended December 28, 2013
					(In millions of U.S. Dollars)
			A		A								A
Revenue, net	$	2,094.0	$	98.3	$	0.1		B	$	—			$	—			$	2,192.4
Cost of sales		1,842.0		75.2		0.1		B		—				2.8		G		1,920.1

Gross profit		252.0		23.1		—				—				(2.8	)			272.3
Selling, general and administrative expenses		160.4		10.3		(0.7	)	C		—				4.5		G		174.5
Loss on disposal of property, plant and equipment		1.0		—		—				—				—				1.0
Restructuring and asset impairments
Restructuring		2.0		—		—				—				—				2.0
Asset impairments		—		—		—				—				—				—

Operating income		88.6		12.8		0.7				—				(7.3	)			94.8
Other (income) expense, net		12.8		—		(0.1	)	D										12.7
Interest expense, net		51.6		0.2		—				(2.1	)	F		(0.2	)	H		49.5

Income before income taxes		24.2		12.6		0.8				2.1				(7.1	)			32.6
Income tax (benefit) expense		2.2		2.9		0.2		E		0.2		E		(1.6	)	E		3.9

Net income	$	22.0	$	9.7	$	0.6			$	1.9			$	(5.5	)		$	28.7
Less: Net income attributable to non-controlling interest		5.0		—		—				—				—				5.0

Net income attributed to Cott Corporation	$	17.0	$	9.7	$	0.6			$	1.9			$	(5.5	)		$	23.7

Net income per common share
Basic	$	0.18															$	0.25
Diluted	$	0.18															$	0.25
Weighted average outstanding shares (in thousands)
Basic		94,750																94,750
Diluted		95,633																95,633

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Note 1—Basis of Presentation

The historical financial information of Cott is presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The historical financial information of Aimia is presented in accordance with accounting principles generally accepted in the United Kingdom, or U.K. GAAP. The unaudited pro forma condensed combined balance sheet at March 29, 2014 was prepared using the historical unaudited consolidated balance sheets of Cott and Aimia as of March 29, 2014 and March 31, 2014, respectively. The unaudited pro forma condensed combined statement of operations for the year ended December 28, 2013 was prepared using the historical audited consolidated statements of operations of Cott for the fiscal year ended December 28, 2013 and the historical audited consolidated profit and loss account of Aimia for the fiscal year ended June 30, 2013 and the historical unaudited consolidated profit and loss accounts of Aimia for the six month periods ended December 31, 2013 and December 31, 2012. The unaudited pro forma condensed combined statement of operations for the three months ended March 29, 2014 was prepared using the historical unaudited consolidated statements of operations of Cott for the three months ended March 29, 2014 and the unaudited consolidated profit and loss account of Aimia for the three months ended March 31, 2014. The historical financial information of Aimia in the condensed combined statements of operations for the twelve months ended December 28, 2013 is calculated by adding the unaudited historical financial information of Aimia in the consolidated profit and loss account for the six months ended December 31, 2013 and the audited historical financial information of Aimia in the consolidated profit and loss account for the year ended June 30, 2013, and subtracting the unaudited historical financial information of Aimia in the consolidated profit and loss account for the six months ended December 31, 2012. Certain historical financial information of Aimia has been reclassified to conform to the presentation of historical financial information of Cott.

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting. Pursuant to the terms of the SPA, Cott is treated as the acquirer of Aimia. Accordingly, we have adjusted the historical consolidated balance sheets to give effect to the impact of the consideration issued in connection with the acquisition of Aimia as if the acquisition occurred on March 29, 2014. The historical consolidated statements of operations and profit and loss accounts have been adjusted to give effect to the impact of the acquisition and related financing as if the acquisition occurred on December 30, 2012. The purchase price has been allocated in the unaudited pro forma condensed combined balance sheet, based on management’s preliminary estimate of their respective values. Definitive allocations of the purchase price will be performed based on the exchange rates in affect on the acquisition date. Accordingly, the purchase price allocation adjustments and related amortization reflected in the following unaudited pro forma condensed combined financial statements are preliminary based on exchange rates in effect on March 29, 2014, and have been made solely for the purpose of preparing these statements and are subject to revision based on a final determination of fair value after the finalization of our valuation studies. For example, if the value of the finite-lived intangible assets increased by 10%, annual pro forma operating income would decrease by approximately $0.5 million. The unaudited pro forma condensed combined statements of operations also include certain acquisition accounting adjustments that are expected to have a continuing impact on the combined results, such as changes in interest expense related to debt refinancing and amortization of acquired assets.

Note 2—Preliminary Purchase Price Allocation

The purchase price for the acquisition of Aimia is $137.5 million based on a pound sterling to U.S. dollar conversion rate of 1.6625 as if the acquisition was completed on March 29, 2014. The purchase price included $86.7 million payable in cash at closing, which includes a payment for working capital, $33.1 million in deferred consideration to be paid in September 2014 and contingent consideration of up to $26.5 million if certain performance measures during the twelve months ending July 1, 2016 are achieved. This contingent consideration is payable in August 2016. For purposes of the unaudited pro forma condensed combined financial statements the contingent consideration is treated as fully earned at a target amount of $17.7 million, which is the estimated fair value of the contingent consideration.

The purchase price of $137.5 million has been allocated to the assets acquired and the liabilities assumed as follows (in millions):


Cash and cash equivalents	$	15.3
Accounts receivable		11.5
Inventories		9.5
Prepaid expenses and other current assets		1.1
Property, plant and equipment		10.4
Identifiable intangibles and other assets		85.1
Goodwill		46.8
Deferred income taxes		(16.9	)
Accounts payable and accrued liabilities		(22.0	)
Other long term liabilities		(3.3	)

Total purchase price	$	137.5

For the purpose of preparing the unaudited pro forma condensed combined financial statements, certain of the assets acquired and liabilities assumed have been measured at their estimated fair values as of March 29, 2014. A final determination of fair values will be based on the actual assets and liabilities that existed on the date of the closing of the acquisition of Aimia and on our formal valuation and other studies when they are finalized. Accordingly, the fair values of the assets and liabilities included in the table above are preliminary and subject to change pending additional information that may become known as well as for changes in the exchange rate between the pound sterling and the U.S. dollar subsequent to March 29, 2014 to the acquisition date. An increase in the fair value of inventory, property, plant and equipment, or any identifiable intangible assets will reduce the amount of goodwill in the unaudited pro forma condensed combined financial statements, and may result in increased cost of sales, depreciation, and/or amortization expense.

The following outlines the adjustments made to Aimia’s assets and liabilities in connection with the preparation of these unaudited pro forma condensed combined financial statements:

Intangible Assets: Based on our initial assessments as well as discussions with Aimia management and our external valuation advisors, Cott identified customer relationships and licensing agreements as the most significant intangible assets. The determination of fair value for these assets was determined using the excess earnings method and is primarily based upon expected discounted cash flows according to currently available information, such as Aimia’s historical and projected revenues, customer attrition rates, licensing agreement terms and certain other high level assumptions. Cott assigned a value of $75.7 million to customer relationships and licensing agreements, the values of which were estimated with the assistance of our external third party valuation advisors. The estimated economic life is 15 years. Based on these assumptions our annual amortization for customer relationships and licensing agreements is approximately $5.0 million.

The fair value and estimated economic life assigned to the intangible assets are preliminary estimates and the final fair values and/or lives may be different. We also may identify additional intangible assets as we integrate Aimia’s operations. The difference could have a material impact on the accompanying unaudited pro forma condensed combined financial statements.

Inventories: Inventories reflect an adjustment of $1.2 million to reflect the fair value of the inventories on hand. This step-up in inventory effectively represents the net realizable value of Aimia’s finished goods inventories less expected selling costs and thus will temporarily impact our gross margins after closing until such inventory has been sold. Therefore, this step-up amount is considered non-recurring and is not included in the unaudited pro forma condensed combined statement of operations for the three month period ended March 29, 2014 as it would have only impacted gross margins in the year ended December 28, 2013.

Contingent Consideration: Pursuant to the SPA, Cott is required to make a contingent consideration payment based on certain adjusted earnings targets for Aimia for the twelve months ending July 1, 2016. We have adjusted these unaudited condensed combined pro forma financials for the estimated fair value of the expected payment amounts of $17.7 million. The fair value of the contingent consideration was determined by estimating the probability of achieving the various earnings targets and taking a weighted average. This value was then discounted to present value utilizing a discount factor. The estimated payment is preliminary and is subject to a number of factors that may cause the actual results to differ materially.

Debt: Approximately $7.4 million of Aimia’s debt associated with capital leases was repaid prior to the acquisition date by the former owners of Aimia.

Goodwill: Goodwill is calculated as the difference between the acquisition date fair value of the consideration expected to be transferred and the values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized and is subject to an annual fair value impairment test. None of the goodwill is expected to be deductible for tax purposes.

Property, Plant and Equipment: The acquired property, plant and equipment includes an adjustment to the historical net book value of $4.6 million to reflect the fair value of the acquired assets.

Note 3—Adjustments to U.K. GAAP

For the purpose of presenting the unaudited condensed combined financial statements, certain adjustments were made to the historical financial information of Aimia to present it in accordance with U.S. GAAP.

Note 4—Adjustments to unaudited Pro Forma Condensed Combined Balance Sheets

A—These amounts in millions of U.S. Dollars have been converted from pounds sterling at a conversion rate of 1.6625, which approximates the exchange rate at March 29, 2014.

B—These adjustments are to reflect the historical balances of Aimia in accordance with U.S. GAAP. The $5.1 million reverses the cumulative amortization of goodwill. The $0.2 million increases the value of an Aimia investment in a joint venture that was historically held at cost that would be accounted for under the equity method of accounting in U.S. GAAP. These adjustments are offset by an increase to retained earnings of $5.3 million. The increase to property, plant and equipment is to account for the portion of machinery and equipment financed by a customer net of accumulated depreciation of $3.0 million and the unamortized portion of the machinery and equipment cost financed by the customer, of which $0.3 million would be recognized in the next 12 months, with the remaining $2.7 million to be recognized in revenue over the remaining term of the agreement with that customer, or the equipment useful life, whichever is less.

C—These adjustments display the impact of the repayment of Cott’s 8.125% senior notes due 2018 (the “2018 Notes”) with the 5.375% senior notes due 2022 (the “2022 Notes”), and all related transaction costs. A portion of the remaining proceeds from the 2022 Notes after repayment of the 2018 Notes were used to fund the initial cash payment and working capital amounts due to the sellers of Aimia of $86.7 million. These amounts represent additional borrowings of $525.0 million under the 2022 Notes, net of a repayment of $375.0 million of the 2018 Notes, which included an accrued interest repayment of $10.1 million which is reflected as a decrease to accounts payable and accrued liabilities, and a repayment premium on the 2018 Notes of $20.0 million, tender related expenses of $0.2 million and amortization of deferred financing costs associated with the repaid 2018 Notes of $4.1 million. Underwriter and third party expenses associated with the 2022 Notes of $9.7 million were capitalized, of which $1.8 million is reflected as an increase to accounts payable and accrued liabilities.

D—Represents the initial cash payment and working capital adjustment payment of $86.7 million, the deferred consideration payable in September 2014 of $33.1 million, and the contingent earn-out consideration of $17.7 million payable in August of 2016, as well as an estimated $3.3 million related to an Aimia tax liability. The $3.3 million liability has been offset by an indemnification asset. See comment H. Accounts payable and accrued liabilities also contains an adjustment of $1.8 million related to Aimia related acquisition costs, which are offset in retained earnings. See comment K. Those acquisition costs, including financial and legal advisory fees, are excluded from the unaudited pro forma condensed combined statement of operations for the fiscal year ended December 28, 2013 and for the three months ended March 29, 2014, as they are considered non-recurring. This adjustment also includes the elimination of the deferred income amounts associated with the portion of historical cost of machinery and equipment financed by a customer, as there is no continuing obligation to the Company associated with this deferred income and as such, has no fair value.

E—This adjustment reflects an increase in the value of inventory to record at fair value. The fair value of raw materials inventory is assumed to be equivalent to the most recent purchase price. The fair value of finished goods inventory is based upon expected selling price, less associated costs of disposal, including a reasonable margin associated with the disposition.

F—This amount represents the adjustment necessary to record the property, plant and equipment acquired in the acquisition of Aimia at fair value.

G—This adjustment reflects the preliminary estimate of goodwill from the acquisition of Aimia after allocating the purchase price to the fair value of net assets acquired and liabilities assumed, net of elimination of Aimia goodwill of $15.1 million.

H—This adjustment reflects the preliminary valuation of approximately $75.7 million of identifiable customer relationships and licensing agreements, $1.5 million of trademark assets, and $2.8 million attributed to non-competition agreements, as well as $0.5 million related to adjusting the Aimia joint venture investment to fair value, and an indemnification asset of $3.3 million related to expected indemnification for an Aimia tax liability. See comment D.

I—This adjustment reflects the elimination of current and long-term portions of unamortized capital lease balances which were paid off by the former owners of Aimia prior to the acquisition of Aimia by the Company.

J—This adjustment reflects the deferred tax liabilities recognized on new book to tax basis difference in acquired property, plant and equipment, inventories and intangible assets, as well as the increase in fair value recorded associated with the joint venture investment accounted for under the equity method.

K—These adjustments reflect the elimination of historical share capital and retained earnings of Aimia, as well as an adjustment to recognize $1.8 million of Aimia related acquisition costs.

Note 5—Adjustments to unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 29, 2014

A—These amounts in millions of U.S. Dollars have been converted from pounds sterling at a conversion rate of 1.65407, which approximates the average exchange rate over the period from December 29, 2013 through March 29, 2014.

B—This adjustment is to reflect the amortization of the deferred income associated with the portion of the historical cost of machinery and equipment financed by a customer, and an increase in depreciation expense associated with the increase in historical cost of the equipment in accordance with U.S. GAAP. The machinery and equipment was historically recorded under U.K. GAAP at the portion of the historical cost of the equipment paid by Aimia.

C—This adjustment is to reflect the historical balances of Aimia in accordance with U.S. GAAP. The decrease in selling, general and administrative expenses of $0.2 million reverses the amortization of goodwill recognized by Aimia in accordance with U.K. GAAP during the three months ended March 29, 2014.

D—The $0.0 million increase in other income reflects Aimia’s equity in earnings of its joint venture investment in accordance with U.S. GAAP equity method of accounting for investments, which was previously accounted for at cost under U.K. GAAP. The amount recognized was less than $100,000 and as such is not reflected in the rounding.

E—The adjustment in the bond offering column assumes income taxes assessed at the same effective rate applicable to Cott Corporation, as those transactions are specific to the Company. The adjustments in the other pro forma adjustment columns assume income taxes based on Aimia’s historical statutory income tax rate. However, the effective tax rate of the combined company could be significantly different, depending on post-acquisition activities.

F—This adjustment represents an interest rate savings associated with the refinance of the 2018 Notes with the 2022 Notes and reducing the interest rate from 8.125% to 5.375%, including the impact of the change in amortization of deferred financing costs.

G—This adjustment represents an increase in amortization expense for the fair value of intangible assets acquired in the acquisition of Aimia, as well as an increase in depreciation for the step up of acquired property, plant and equipment to their fair values as of the acquisition date totaling $1.7 million, of which $1.3 million is related to the amortization of the customer relationships and licensing agreements intangible assets recorded as an adjustment to selling, general and administrative expenses. The adjustment to selling, general and administrative expenses was reduced by $0.3 million to eliminate certain acquisition related costs reflected in the historical profit and loss accounts of Aimia for the three months ended March 29, 2014. Those acquisition costs, which included financial and other advisory fees, are excluded from the unaudited pro forma condensed combined statement of operations for the three months ended March 29, 2014, as they are considered non-recurring.

H—This adjustment reverses the historical interest expense of Aimia as all interest bearing liabilities were repaid by the former owners of Aimia prior to the acquisition.

Note 6—Adjustment to unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 28, 2013

A—These amounts in millions of U.S. Dollars have been converted from pounds sterling at a conversion rate of 1.56433, which approximates the average exchange rate over the period from December 30, 2012 through December 28, 2013.

C—This adjustment is to reflect the historical balances of Aimia in accordance with U.S. GAAP. The decrease in selling, general and administrative expenses of $0.7 million reverses the amortization of goodwill recognized by Aimia in accordance with U.K. GAAP during the year ended December 28, 2013.

D—The $0.1 million increase in other income reflects Aimia’s equity in earnings of its joint venture investment in accordance with U.S. GAAP equity method of accounting for investments, which was previously accounted for at cost under U.K. GAAP.

G—This adjustment represents an increase in amortization expense for the fair value of intangible assets acquired in the acquisition of Aimia, as well as an increase in depreciation for the step up of acquired property, plant and equipment to their fair values as of the acquisition date totaling $6.4 million, of which $4.7 million is related to the amortization of the customer relationships and licensing agreements intangible assets recorded as an adjustment to selling, general and administrative expenses. The adjustment to selling, general and administrative expenses was reduced by $0.2 million to eliminate certain acquisition related costs reflected in the historical profit and loss accounts of Aimia for the year ended December 28, 2013. Those acquisition costs, which included financial and other advisory fees, are excluded from the unaudited pro forma condensed combined statement of operations for the year ended December 28, 2013, as they are considered non-recurring. The remaining $1.1 million is attributable to an increase in cost of goods sold associated with the increase in fair value of acquired finished goods inventories sold during the year ended December 28, 2013.

H—This adjustment reverses the historical interest expense of Aimia as all interest bearing liabilities were repaid by the former owners of Aimia prior to the acquisition.