Update on possible merger

RNS Number : 7698N

Britvic plc

03 October 2012

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that any such offer will be made nor as to the terms on which any such offer would be made.

For immediate release	3 October 2012
Britvic plc ("Britvic") and A.G. Barr p.l.c. ("A.G. Barr")
Update on possible merger

On 5 September, the Boards of Britvic and A.G. Barr announced that they were in preliminary discussions regarding a possible all share merger of Britvic and A.G. Barr and that each of Britvic and A.G. Barr are required, by not later than 5.00 pm on 3 October 2012, either to announce a firm intention to make an offer for A.G. Barr or Britvic (as appropriate) in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

The Boards of Britvic and A.G. Barr have jointly requested that the Takeover Panel, in accordance with Rule 2.6(c) of the Code, extend the current deadlines of 5.00 pm on 3 October 2012, as referred to above. An extension to each deadline has been sought in order to allow the Boards of Britvic and A.G. Barr to consider further the various related aspects of the possible all share merger.

An extension has been granted by the Takeover Panel and as such, each of Britvic and A.G. Barr must, by not later than 5.00 pm on 31 October 2012, either announce a firm intention to make an offer for A.G. Barr or Britvic (as appropriate) in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Either deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

Discussions are still ongoing and there can be no certainty that a firm offer will be made.

This announcement has been made with the agreement of Britvic and A.G. Barr.

Enquiries:
Citi (financial adviser and joint broker to Britvic)	[phone]
David Wormsley Jan Skarbek Andrew Seaton
Rothschild (financial adviser to A.G. Barr)	[phone]
Akeel Sachak Stuart Vincent Manfredi Corsini
Investec Bank PLC (broker to A.G. Barr)	[phone]
Keith Anderson David Anderson Henry Reast

Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Britvic and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Britvic for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for A.G. Barr and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than A.G. Barr for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for A.G. Barr and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than A.G. Barr for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Dealing Disclosure Requirements:

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website:

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on A.G. Barr's website at http://www.agbarr.co.uk/agbarr/newsite/ces_general.nsf/wpg/investors-potential_merger_with_britvic and on Britvic's website at http://ir.britvic.com/disclaimer-proposed.aspx by not later than noon (London time) on the day following this announcement.  For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement, free of charge, by contacting either the Company Secretary of A.G.Barr at [e-mail] (on [phone] or at A.G. Barr p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD), or the Company Secretary of Britvic at [e-mail] (on [phone], or at Britvic plc, Breakspear Park, Breakspear Way, Hemel Hempstead, HP2 4TZ). You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form. 

 

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