Publication and Posting of documentation
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
For Immediate Release
5 December 2012
A.G. BARR p.l.c. ("A.G. Barr") and Britvic plc ("Britvic")
All-share Merger update: Publication & Posting of documentation
Further to the announcement of the recommended all-share merger of A.G. Barr and Britvic on 14 November 2012 (the "Merger"), to be implemented by way of a Court-sanctioned scheme of arrangement of Britvic under Part 26 of the Companies Act 2006, the Boards of A.G. Barr and Britvic hereby announce that the Scheme Document, A.G. Barr Prospectus and A.G. Barr Circular have been published today.
A.G. Barr Shareholders will shortly receive, amongst other documents, a copy of the A.G. Barr Prospectus relating to the New A.G. Barr Shares to be issued by A.G. Barr in connection with the Merger, together with the A.G. Barr Circular.
Britvic Shareholders will shortly receive, amongst other documents, a copy of the Scheme Document together with the A.G. Barr Prospectus. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, a timetable of principal events and details of the action to be taken by Britvic Shareholders.
As set out in the A.G. Barr Circular, an A.G. Barr General Meeting will be held on 8 January 2013 at 10.00 a.m. at the offices of KPMG LLP located at 191 West George Street, Glasgow G2 2LJ to allow A.G. Barr Shareholders to vote on the resolutions required to approve and implement the Merger and related matters.
In addition, as set out in the Scheme Document, a Britvic Court Meeting and a Britvic General Meeting will be held on 8 January 2013 at 10.00 a.m. and 10.15 a.m. respectively at the offices of Linklaters LLP located at One Silk Street, London EC2Y 8HQ to allow Britvic Shareholders to vote on the resolutions required to approve and implement the Scheme and the Merger.
Completion of the Merger is conditional upon, amongst other things, approval of the Merger by A.G. Barr Shareholders and Britvic Shareholders, OFT clearance and completion of the Court process as further set out in the Scheme Document.
The expected timetable of principal events is as follows:
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Latest time for lodging of proxy forms for the A.G. Barr General Meeting
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10.00 a.m. on 6 January 2013
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Latest time for lodging of proxy forms for the Britvic Court Meeting
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10.00 a.m. on 6 January 2013 |
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Latest time for lodging of proxy forms for the Britvic General Meeting
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10.15 a.m. on 6 January 2013
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A.G. Barr General Meeting
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10.00 a.m. on 8 January 2013
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Britvic Court Meeting
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10.00 a.m. on 8 January 2013
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Britvic General Meeting
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10.15 a.m. on 8 January 2013
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Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Britvic Shares
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29 January 2013
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Scheme Record Time
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6.00 p.m. on 29 January 2013
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Suspension of listing of, and dealings in, Britvic Shares
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By 8.00 a.m. on 30 January 2013 |
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Court hearing to sanction the Scheme and confirm the Reduction of Capital
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30 January 2013 |
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Effective Date
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30 January 2013
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Issue of the New A.G. Barr Shares and crediting of the New A.G. Barr Shares in uncertificated form to CREST accounts (and cancellation of listing of Britvic Shares)
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By 8.00 a.m. on 31 January 2013
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Admission and commencement of dealings on the London Stock Exchange of the New A.G. Barr Shares
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31 January 2013
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Long Stop Date |
30 June 2013 |
All times stated above are London times. The dates and times given are indicative only and are based on A.G. Barr's and Britvic's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to A.G. Barr Shareholders and Britvic Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.
Copies of the A.G. Barr Circular and A.G. Barr Prospectus are available for inspection on A.G. Barr's website at www.agbarr.co.uk.
Copies of the Scheme Document and the A.G. Barr Prospectus are available for inspection on Britvic's website at http://ir.britvic.com.
Copies of the A.G. Barr Circular, A.G. Barr Prospectus and Scheme Document will also be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcement dated 14 November 2012 referred to above.
Enquiries
A.G. BARR p.l.c. +44 (0) 1236 852 400
Roger White
Alex Short
Rothschild (financial adviser to A.G. Barr) +44 (0) 207 280 5000
Akeel Sachak
Stuart Vincent
Jessica Dale
Investec Bank plc (broker to A.G. Barr) +44 (0) 207 597 5970
Keith Anderson
David Anderson
Henry Reast
College Hill (PR adviser to A.G. Barr) +44 (0) 207 457 2020
Justine Warren
Matthew Smallwood
Britvic plc +44 (0) 1442 284300
Gerald Corbett
John Gibney
Rupen Shah
Steve Nightingale
Citigroup Global Markets Limited +44 (0) 207 986 4000
(joint financial adviser and joint broker to Britvic)
David Wormsley
Jan Skarbek
Andrew Seaton
Nomura International plc +44(0) 207 521 2000
(joint financial adviser and joint broker to Britvic)
Richard Snow
Nicholas Marren
Brunswick (PR adviser to Britvic) +44(0) 207 404 5959
Mike Smith
Nick Cosgrove
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Merger is being made solely by means of the Scheme Document which contains the full terms and conditions of the Merger including details of how to vote in respect of the Merger. Any vote in respect of the Scheme or other response in relation to the Merger should be made only on the basis of the information contained in the Scheme Document and the A.G. Barr Prospectus, or the A.G. Barr Circular and the A.G. Barr Prospectus, as appropriate. This announcement does not constitute a prospectus or prospectus equivalent document.
The availability of New A.G. Barr Shares under the Merger to Britvic Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English and Scots law, the Listing Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the UK. Unless otherwise determined by A.G. Barr and Britvic or required by the Code, and permitted by applicable law and regulation, the Merger will not be made, directly or indirectly, in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger by any such use, means, instrumentality or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Merger will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for A.G. Barr and for no-one else in connection with the matters set out in 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 matters set out in this announcement.
Investec Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting as corporate broker to A.G. Barr and for no-one else in connection with the matters set out in 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 matters set out in this announcement.
Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Britvic and for no-one else in connection with the matters set out in 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 matters set out in this announcement.
Nomura International plc, which conducts its UK investment banking business as Nomura, is authorised and regulated in the United Kingdom by the FSA and is acting as joint broker and joint financial adviser to Britvic and for no-one else in connection with the matters set out in this announcement. Nomura will not be responsible to anyone other than Britvic for providing the protection afforded to its clients or for providing advice in connection with the matters set out in this announcement.
You may request a hard copy of this announcement, free of charge, by contacting the Company Secretary of A.G. Barr at companysecretarialdepartment@agbarr.co.uk (or on +44(0)1236 852400) or by writing to A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD, or by contacting the Company Secretary of Britvic at company.secretariat@britvic.co.uk (or on +44(0)1442 284411) or by writing to 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.
This information is provided by RNS
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