Results of Placing

RNS Number : 9451T

Britvic plc

23 July 2015

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

23 July 2015

Britvic plc

Results of Placing

Britvic plc ("Britvic" or the "Company") is pleased to announce the completion of the placing announced earlier today (the "Placing").

A total of 12,361,455 new ordinary shares of 20 pence each in the capital of the Company (the "Placing Shares"), have been placed with both existing and new institutional investors at a price of 710 pence per Placing Share, raising gross proceeds of approximately £87.8 million. The Placing Shares being issued represent approximately 4.97 per cent of Britvic's existing issued ordinary capital prior to the Placing.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of 20 pence each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid after the date of issue.

Application will be made for admission of the Placing Shares to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange plc's main market for listed securities (together, the "Admission"). Settlement for the Placing Shares and Admission is expected to take place on or around 8.00 a.m. (London time) on Tuesday, 28 July 2015, and dealings in the Placing Shares are expected to commence at that time.

The Placing was conducted by Citigroup Global Markets Limited ("Citi") and Nomura International plc ("Nomura"), acting as joint bookrunners (the "Joint Bookrunners") and joint corporate brokers. Nomura is acting as sole financial adviser in connection with the Acquisition. 

For further information please contact

Investors:
Rupen Shah (PLC Finance and Investor Relations Director)	[phone]
Steve Nightingale (Director of Investor Relations)	[phone]
Media:
Susan Turner (Director of Corporate Affairs)	[phone]
Ben Foster / Rosie Oddy (Pendomer Communications)	[phone]

Joint Bookrunners:

Citigroup Global Markets Limited	[phone]
Andrew Seaton
Peter Brown
Ronan Veale
Nomura International plc	[phone]
Ed Matthews
Nicholas Marren
Simon Aird

About Britvic

Britvic is one of the leading branded soft drinks businesses in Europe. Britvic is the largest supplier of branded still soft drinks in GB and the number two supplier of branded carbonated soft drinks in GB. Britvic is an industry leader in the island of Ireland with brands such as MiWadi and Ballygowan, and in France with brands such as Teisseire and Pressade. Britvic is listed on the London Stock Exchange under the code BVIC and is a constituent of the FTSE 250 index.

IMPORTANT NOTICE

This announcement has been issued by, and is the sole responsibility of, Britvic plc.

An application has been made for, and the Placing is conditional on, inter alia, admission of the Shares to listing on the premium listing segment of the Official List maintained by the UK Listing Authority and to admission to trading by the London Stock Exchange on its main market for listed securities (together "Admission"). The Shares will be when issued, credited as fully paid and will rank pari passu with the existing ordinary shares of Britvic, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. Admission is expected to take place and dealing in the Shares is expected to commence at 8.00 a.m. on Tuesday 28 July 2015.

This Announcement does not constitute or form part of any offer to sell or issue or the solicitation of an offer to buy or subscribe for shares offered in the Placing (the "Placing Shares") in Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or solicitation is or may be unlawful and the information contained herein is not for publication or distribution in Australia, Canada, Japan or South Africa or any jurisdiction in which such publication or distribution is unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

This Announcement does not constitute or form part of any offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States (including its territories and possessions, any State of the United States and the District of Columbia). This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of Placing Shares is being made in the United States.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory in Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.

This announcement may contain certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Company's future financial position, income growth, impairment charges, business strategy, projected costs, estimates of capital expenditure, and plans, dividend growth and objectives for future operations of the Company and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per ordinary share for the current or future financial years would necessarily match or exceed the historical published earnings per ordinary share.

Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information which has not been independently verified by Britvic or any of the Joint Bookrunners. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Nomura, Citi or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The price of shares may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

The distribution of this Announcement and the Placing and/or offering or issue of the Shares in certain jurisdictions may be restricted by law. No action has been taken by Britvic, the Joint Bookrunners or any of their respective affiliates that would, or which is intended to, permit (i) an offer of the Shares in any jurisdiction or (ii) possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Britvic and the Joint Bookrunners to inform themselves about and to observe any restrictions.

Citi and Nomura, each of whom is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for Britvic and no one else in connection with the Placing, and will not be responsible to anyone other than Britvic for providing the protections offered to the customers of each of the Joint Bookrunners or for providing advice in relation to the Placing or any other matter referred to herein.

 

END

 

 

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