TIDMBAG TIDMBVIC
RNS Number : 9076P
Barr(A.G.) PLC
31 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 31 October 2012
Britvic plc ("Britvic") and A.G. Barr p.l.c. ("A.G. Barr")
Update on possible merger
Further to the announcement by the Boards of Britvic and A.G.
Barr on 3 October and in accordance with Rule 2.6(a) of the Code,
each of Britvic and A.G. Barr are required, by not later than 5.00
pm on 31 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.
Substantial progress has been made and the two parties are now
at an advanced stage of discussions, which are ongoing.
Consequently, at the request of the Boards of Britvic and A.G.
Barr, the Takeover Panel has consented to an extension of this
deadline until 5.00pm on 28 November 2012.
This announcement has been made with the agreement of Britvic
and A.G. Barr.
Enquiries:
Citi (financial adviser and joint
broker to Britvic) +44 (0) 207 986 4000
David Wormsley
Jan Skarbek
Andrew Seaton
Nomura International plc (joint
broker to Britvic) +44 (0) 207 521 2000
Richard Snow
Nicholas Marren
Rothschild (financial adviser to
A.G. Barr) +44 (0) 207 280 5000
Akeel Sachak
Stuart Vincent
Manfredi Corsini
Investec Bank PLC (broker to A.G.
Barr) +44 (0) 207 597 5970
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.
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 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
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 +44 (0)20 7638 0129 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
companysecretarialdepartment@agbarr.co.uk (on +44 (0) 1236 852400
or at A.G. Barr p.l.c., Westfield House, 4 Mollins Road,
Cumbernauld, G68 9HD), or the Company Secretary of Britvic at
company.secretariat@britvic.co.uk (on +44 (0) 1442 284411, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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