NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
22 July 2024
Recommended Cash Offer
for
Britvic PLC (“Britvic”)
by
Carlsberg UK Holdings Limited
(“Bidco”), a wholly owned subsidiary of Carlsberg A/S
(“Carlsberg”)
Publication of Scheme Document in
relation to the recommended cash acquisition of Britvic by
Carlsberg
On 8 July 2024, the boards of Britvic and Carlsberg announced
that they had reached agreement on the terms of a recommended cash
offer by Carlsberg for the entire issued and to be issued share
capital of Britvic (the “Acquisition”). It is intended that
the Acquisition will be effected by means of a court sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
“Scheme”).
Britvic and Carlsberg are pleased to announce that the Scheme
Document is being sent, or made available, to Britvic Shareholders
today. The Scheme Document sets out, amongst other things, a letter
from the Chair of Britvic, the full terms and conditions of the
Scheme, an explanatory statement, notices of the required meetings,
an expected timetable of principal events and
details of the action to be taken by
Britvic Shareholders.
Hard copies of the Scheme Document and/or a website
notification of availability (providing details of the website
where the Scheme Document may be accessed) are being sent to
Britvic Shareholders (depending on communication preferences
selected). Hard copies of the Forms of Proxy for the Court Meeting
and the General Meeting are being posted to Britvic
Shareholders.
As described in the Scheme Document, in order to become
Effective, the Scheme will require, amongst other things, the
requisite approval of Britvic Shareholders at the Court Meeting and
the passing of a special resolution at the General Meeting, and
then the approval of the Court. The Scheme is also subject to the
satisfaction or waiver of the other Conditions and further terms as
described more fully in the Scheme Document.
The Court Meeting and the General Meeting to approve the
Scheme (and the steps contemplated by the Scheme) are scheduled to
be held at 11:00 a.m. and 11:15 a.m. (or as soon thereafter as the
Court Meeting concludes or is adjourned) respectively, each on 27
August 2024 at the offices of Linklaters LLP, 1 Silk Street,
London, EC2Y 8HQ.
Subject to approval at the relevant meetings, Court approval
and the satisfaction or waiver of the other Conditions (including
the satisfaction of certain regulatory conditions) set out in
further detail in the Scheme Document, the Scheme is expected to
become effective during the first quarter of 2025.
Britvic Shareholders are asked to submit proxy appointments
and instructions for the Court Meeting and the General Meeting as
soon as possible, using any of the methods described in the Scheme
Document (by post, online or electronically through CREST). Britvic
Shareholders are also strongly encouraged to appoint “the Chair of
the meeting” as their proxy.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of Scheme Shareholders' (as
that term is defined in the Scheme Document) opinion. Therefore,
Scheme Shareholders are strongly urged to sign and return both of
their Forms of Proxy (by post, online or electronically through
CREST or Proxymity).
Defined terms used but not defined in this announcement have
the meanings set out in the Scheme Document. All references to
times in this announcement are to London, United Kingdom times
unless stated otherwise.
Recommendation
The Britvic Directors, who have been so advised by Morgan
Stanley and Europa Partners as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their financial advice to the Britvic
Directors, Morgan Stanley and Europa Partners have taken into
account the commercial assessments of the Britvic Directors. Morgan
Stanley and Europa Partners are providing independent financial
advice to the Britvic Directors for the purposes of Rule 3 of the
Takeover Code.
Accordingly, the Britvic Directors unanimously recommend that
Britvic Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolution to be proposed at the General Meeting as
the Britvic Directors have irrevocably undertaken to do in respect
of their own beneficial holdings of 460,680 Britvic Shares
representing, in aggregate, approximately 0.2% of the ordinary
share capital of Britvic in issue on 19 July 2024 (being the Latest
Practicable Date).
Timetable
The Scheme Document contains an expected timetable of
principal events relating to the Scheme, which is also set out in
the Appendix to this announcement. The Scheme remains conditional
on the approval by the requisite majority of eligible Scheme
Shareholders at the Court Meeting, the requisite majority of
Britvic Shareholders at the General Meeting and the satisfaction or
waiver of the other Conditions set out in the Scheme Document,
including the sanction of the Court.
Information for Britvic
Shareholders
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement, the Scheme Document and the documents required
to be published under Rule 26 of the Takeover Code will be
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Britvic’s website
at https://www.britvic.com/ and
Carlsberg’s website at https://www.carlsberggroup.com
by no later than 12 noon on the Business Day following this
announcement. For the avoidance of doubt, neither the content of
these websites nor of any website accessible from hyperlinks set
out in this announcement is incorporated by reference or forms part
of this announcement.
For information purposes only, the Scheme Document will also
be sent, or made available to, holders of options over Britvic
Shares and persons with information rights.
A copy of the Scheme Document will also be submitted to the
National Storage Mechanism, where it will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Shareholder helpline
Britvic Shareholders who have any queries about this
announcement, the Scheme Document, the Court Meeting or the General
Meeting, or how to complete the Forms of Proxy or to submit your
proxies electronically should contact the Shareholder Helpline
operated by Equiniti, Britvic’s Registrar, between 8:30 a.m. and
5:30 p.m. Monday to Friday (excluding English and Welsh public
holidays) on +44 (0) 371 384 2050. Calls from outside the UK will
be charged at the applicable international rate. Different charges
may apply to calls from mobile telephones. Please note that calls
may be monitored or recorded and Equiniti cannot provide advice on
the merits of the Acquisition or give any financial, legal or tax
advice.
Enquiries:
Carlsberg and
Bidco
|
|
Peter Kondrup, Investor
Relations
Kenni Leth, Media Relations
|
+45 2219 1221
+45 5171 4368
|
Nomura International
plc (Financial Adviser to Carlsberg)
|
|
Adrian Fisk
Henry Phillips
Oliver Donaldson
|
+44 (0) 20 7102 1000
|
Brunswick Group (PR
Adviser to Carlsberg)
|
|
Susan Gilchrist
Max McGahan
Tom Pigott
carlsberg@brunswickgroup.com
|
+44 (0) 20 7404 5959
|
Britvic
|
|
Steve Nightingale, Investor
Relations
Kathryn Partridge, Media
Relations
|
+44 (0) 7808 097784
+44 (0) 7803 854229
|
Morgan Stanley &
Co. International plc (Financial Adviser and Corporate Broker to
Britvic)
|
+44 (0) 20 7425 8000
|
Anthony Zammit
Henry Stewart
Paul Baker
Melissa Godoy
Rusheel Somaiya
|
|
Europa Partners
Limited (Financial Adviser to Britvic)
|
+44 (0) 20 7451 4542
|
Jan Skarbek
Dominic King
|
|
J.P. Morgan
Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) (Financial Advisor and Corporate Broker to
Britvic)
|
+44 (0) 20 7742 4000
|
Dwayne Lysaght
Jeannette Smits van Oyen
Edmund Byers
|
|
Headland (PR Adviser
to Britvic)
|
|
Stephen Malthouse
Henry Wallers
Joanna Clark
|
+44 (0) 7734 956 201
+44 (0) 7876 562 436
+44 (0) 7827 960 120
|
Baker McKenzie
LLP is acting as legal adviser to Carlsberg.
Linklaters LLP
is acting as legal adviser to Britvic.
Further Information
This announcement is for
information purposes only and is not intended to and does not
constitute, or form any part of any 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 Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Britvic in any jurisdiction
in contravention of applicable law.
The Acquisition will be made and
implemented solely pursuant to the terms of the Scheme Document (or
if the Acquisition is implemented by way of an Offer, the Offer
Document), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document (or if the Acquisition is
implemented by way of an Offer, the Offer Document).
Britvic and Bidco will prepare the
Scheme Document (or if the Acquisition is implemented by way of an
Offer, the Offer Document) to be distributed to Britvic
Shareholders. Britvic urges Britvic Shareholders to read the Scheme
Document (or if the Acquisition is implemented by way of an Offer,
the Offer Document) when it becomes available because it will
contain important information relating to the
Acquisition.
This announcement does not
constitute a prospectus, prospectus equivalent document or an
exempted document.
The statements contained in this
announcement are made as at the date of this announcement, unless
some other time is specified in relation to them, and publication
of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this
announcement since such date.
Disclaimers
This announcement does not
constitute any advice or recommendation with respect to such
securities or other financial instruments.
Nomura International plc
("Nomura"),
which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting for Carlsberg and for no one else
in connection with the distribution of this document and Nomura,
its affiliates and its respective officers, employees, agents,
representatives and/or associates will not regard any other person
as their client, nor will they be responsible to anyone other than
Carlsberg for providing the protections afforded to clients of
Nomura nor for giving advice in connection with the Acquisition or
any matter referred to herein.
Morgan Stanley & Co.
International plc ("Morgan
Stanley") is acting as
financial advisor to Britvic PLC and to no one else. Morgan Stanley
is authorised by the Prudential Regulation Authority
(“PRA”) and regulated in the United Kingdom by the
Financial Conduct Authority and the PRA. In connection with such
matters, Morgan Stanley's and its affiliates and its and their
respective directors, officers, employees and agents will not
regard any other person as its client, nor will Morgan Stanley be
responsible to anyone other than Britvic for providing the
protections afforded to their clients or for providing advice in
connection with the Acquisition, the Scheme or any matter referred
to herein.
Europa Partners Limited
("Europa
Partners"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting as joint financial adviser exclusively for Britvic and no
one else in connection with the Acquisition and the Scheme 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 Acquisition and the Scheme. Neither Europa
Partners, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Europa Partners in connection with
the Acquisition, the Scheme, this announcement, any statement
contained herein or otherwise.
J.P. Morgan Securities plc (which
conducts its UK investment banking business as J.P. Morgan
Cazenove) (“J.P. Morgan
Cazenove”), which is
authorised in the United Kingdom by the Prudential Regulation
Authority (“PRA”) and regulated by the PRA and the Financial
Conduct Authority, is acting as financial advisor exclusively for
Britvic PLC and no one else in connection with the Acquisition and
will not regard any other person as its client in relation to the
Acquisition and will not be responsible to anyone other than
Britvic PLC for providing the protections afforded to clients of
J.P. Morgan Cazenove or its affiliates, nor for providing advice in
relation to the Acquisition or any other matter or arrangement
referred to herein.
Overseas jurisdictions
The release, publication or
distribution of this announcement in or into jurisdictions other
than the United Kingdom may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than
the United Kingdom and Denmark should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
such requirements 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
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared in accordance with and for the purpose of complying
with English law, the Takeover Code, the Listing Rules, the Market
Abuse Regulation and the Disclosure Guidance and Transparency Rules
and information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions
outside England or Denmark.
The availability of the Acquisition
to Britvic Shareholders who are not resident in and citizens of the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any person
(including, without limitation, nominees, trustees and custodians)
who would, or otherwise intends to, forward this announcement, the
Scheme Document or any accompanying document to any jurisdiction
outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Britvic Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy
to vote at the Court Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
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 Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document).
Unless otherwise determined by
Carlsberg and/or Bidco (as the case may be) or required by the Takeover Code, and permitted
by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into, from, or by the use of
mails or any means or instrumentality (including, but not limited
to, facsimile, e‑mail or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Copies of this announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including, without
limitation, agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send such documents in or
into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of an Offer (unless
otherwise permitted by applicable law and regulation), the Offer
may not be made directly or indirectly, in, into, from, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e‑mail or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to
Overseas Shareholders will be included in the Scheme Document (or,
if the Acquisition is implemented by way of an Offer, the Offer
Document).
Notice to U.S. Britvic
Shareholders
The Acquisition relates to the
shares of an English company and is being made by means of a scheme
of arrangement provided for under English law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the U.S. Securities
Exchange Act of 1934 (the "U.S. Exchange
Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the tender offer and
proxy solicitation rules under the U.S. Exchange Act. The financial
information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the
United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
If, in the future, Carlsberg and/or
Bidco (as the case may be) exercises its right to implement the
Acquisition by way of an Offer, which is to be made into the United
States, such Offer will be made in compliance with the applicable
laws and regulations of the United Kingdom and the United States,
including any applicable exemptions under the U.S. Exchange
Act.
Carlsberg and Bidco and Britvic are
located in a non-U.S. jurisdiction, and some or all of their
officers and directors may be residents of a non-U.S. jurisdiction.
As a result, U.S. holders of Britvic Shares or U.S. holders of
Britvic ADSs may not be able to effect service of process upon a
non-U.S. company or its officers or directors or to enforce against
them a judgement of a U.S. court for violations of the federal or
state securities laws of the United States.
In accordance with normal United
Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange
Act, Carlsberg, Bidco, certain affiliated companies and their
nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Britvic Shares
outside of the U.S., other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the U.S. Exchange Act, Nomura will continue to act as
an exempt principal trader in Britvic Shares on the London Stock
Exchange. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any such purchases will not be made at prices higher than the price
of the Acquisition provided in this announcement unless the price
of the Acquisition is increased accordingly. Any information about
such purchases will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
made available on the London Stock Exchange website,
www.londonstockexchange.com. To the
extent that such information is required to be publicly disclosed
in the United Kingdom in accordance with applicable regulatory
requirements, this information will, as applicable, also be
publicly disclosed in the United States.
U.S. Britvic Shareholders should
also be aware that the transaction contemplated herein may have tax
consequences in the U.S. and, that such consequences, if any, are
not described herein. U.S. Britvic Shareholders are urged to
consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.
Neither the Acquisition nor this
announcement have been approved or disapproved by the U.S.
Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor
have such authorities approved or disapproved or passed judgement
upon the fairness or the merits of the Acquisition, or determined
if the information contained in this announcement is adequate,
accurate or complete. Any representation to the contrary is a
criminal offence in the United States.
Forward Looking
Statements
This announcement (including
information incorporated by reference in this announcement), oral
statements made regarding the Acquisition, and other information
published by Carlsberg and/or Bidco (as the case may be) and
Britvic contain statements which are, or may be deemed to
be, "forward-looking
statements".
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Carlsberg and/or Bidco (as the
case may be) and Britvic about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements
contained in this announcement include statements relating to the
expected effects of the Acquisition on Carlsberg and/or Bidco (as
the case may be)and Britvic (including their future prospects,
developments and strategies), the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as
"prepares", "plans", "expects" or "does not
expect",
"is
expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost saving", "intends", "anticipates" or "does not
anticipate",
or "believes", or variations of such words and phrases or
statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Carlsberg's
and/or Bidco's (as the case may be),
Britvic's, any
member of the Carlsberg Group or any member of the Britvic
Group's,
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Carlsberg's and/or Bidco's (as the case
may be), Britvic's, any member of the Carlsberg Group or any
member of the Britvic Group's, business.
Although Carlsberg and/or Bidco (as
the case may be) and Britvic believe that the expectations
reflected in such forward-looking statements are reasonable,
Carlsberg and/or Bidco (as the case may be) and Britvic can give no
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not
limited to: the ability to complete the Acquisition; the ability to
obtain requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of
changes in general economic and market conditions in the countries
in which Carlsberg and/or Bidco (as the case may be) and Britvic
operate; weak, volatile or illiquid capital and/or credit markets;
changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and
business areas in which Carlsberg and/or Bidco (as the case may be)
and Britvic operate; and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
expected, estimated or projected in the forward-looking statements.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Carlsberg nor Bidco
(as the case may be) nor Britvic, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements.
Specifically, statements of
estimated cost savings and synergies related to future actions and
circumstances which, by their nature, involve risks, uncertainties
and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different
from those estimated. Due to the scale of the Britvic Group, there
may be additional changes to the Britvic
Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
The forward-looking statements
speak only at the date of this announcement. All subsequent oral or
written forward-looking statements attributable to any member of
the Carlsberg Group or the Britvic Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
Other than in accordance with their
legal or regulatory obligations, neither Carlsberg nor Bidco (as
the case may be) nor Britvic is under any obligation, and Carlsberg
and/or Bidco (as the case may be) and Britvic expressly disclaim
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Dealing and Opening Position
Disclosure Requirements
Under Rule 8.3(a) of the Takeover
Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities
exchange 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 securities exchange
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 securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) of the
Takeover Code applies must be made by no later than 3.30 p.m. on
the 10th
business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. on the 10th
business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover
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
securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or
of any securities exchange 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
securities exchange offeror(s), 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 p.m. 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 securities exchange 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 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 a website
In accordance with Rule 26.1 of the
Takeover Code, a copy of this announcement and the documents
required to be published under Rule 26 of the Takeover Code will be
made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Britvic's website
at https://www.britvic.com and Carlsberg's website at
https://www.carlsberggroup.com by
no later than 12 noon on the Business Day following this
announcement. For the avoidance of doubt, neither the content of
these websites nor of any website accessible from hyperlinks set
out in this announcement is incorporated by reference or forms part
of this announcement.
No profit forecasts, estimates or
quantified benefits statements
No statement in this announcement
is intended as a profit forecast, profit estimate or quantified
benefits statement for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Britvic or Carlsberg for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Britvic or
Carlsberg (as the case may be).
Requesting hard copy
documents
In accordance with Rule 30.3 of the
Takeover Code, Britvic Shareholders, persons with information
rights and participants in Britvic Share Plans may request a hard
copy of this announcement, free of charge, by contacting
Britvic's
registrar, Equiniti Limited, either in writing to Aspect House,
Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom or by
calling +44 (0) 121 415 7019. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 8.30 a.m. and 5.30 p.m.
Monday to Friday excluding public holidays in England and Wales.
For persons who receive a copy of this announcement in electronic
form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Takeover Code, such persons may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
Electronic Communications
Please be aware that addresses,
electronic addresses and certain other information provided by
Britvic Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Britvic may
be provided to Bidco during the offer period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule
2.11(c) of the Takeover Code.
Rounding
Certain figures included in this
announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of figures that
precede them.