FOR IMMEDIATE RELEASE
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 OR REGULATIONS 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"). THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER
WILL BE MADE, OR AS TO THE TERMS ON WHICH AN OFFER WILL BE
MADE
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
21 June 2024
Britvic plc
Response to Media Speculation
Britvic PLC ("Britvic" or the
"Company") notes the recent press speculation and confirms that on
11 June 2024 it received an unsolicited proposal from Carlsberg
Group ("Carlsberg") regarding a possible cash offer to acquire the
entire issued and to be issued ordinary share capital of Britvic
(the "Second Proposal") at an offer price of 1,250 pence per
Britvic share.
The Second Proposal follows a
previously rejected proposal from Carlsberg (the "First Proposal")
received on 06 June 2024 at an offer price of 1,200 pence per
Britvic share.
The Board together with its advisers
carefully considered the Second Proposal, and concluded that it
significantly undervalues Britvic, and its current and future
prospects. Accordingly, the Board unanimously rejected the Second
Proposal on 17 June 2024.
The Board remains confident in the
current and future prospects of Britvic. It recognises its
fiduciary duties and will consider any further proposal on its
merits.
There can be no certainty that any
firm offer will be made for the Company, nor as to the terms of any
such offer, should one be made.
Any offer for Britvic is governed by
the Code. Under Rule 2.6(a) of the Code, Carlsberg must, by not later than 5.00
p.m. on 19 July 2024, either announce a firm intention to make an
offer for Britvic in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline can be extended with the consent
of the Takeover Panel in accordance with Rule 2.6(c) of the
Code.
The person responsible for arranging
the release of this announcement on behalf of Britvic is Mollie
Stoker.
This announcement has been made
without the consent of Carlsberg.
- Ends -
For further information:
Investors
Steve Nightingale (Director of
Investor Relations)
+44
(0) 7808 097784
Media
Kathryn Partridge (Group
Corporate Affairs Director)
+44
(0) 7803 854229
Stephen Malthouse
(Headland)
+44 (0) 7734 956201
Morgan Stanley & Co.
International
plc
+44 207 425 8000
(Financial Adviser and Corporate
Broker)
Anthony Zammit
Henry Stewart
Paul Baker
Melissa Godoy
Rusheel Somaiya
Europa Partners
Limited
+44 20 7451 4542
(Financial Adviser)
Jan Skarbek
Dominic King
Linklaters LLP is retained as legal
adviser to Britvic.
About Britvic
Britvic is an international soft
drinks business rich in history and heritage. Founded in England in
the 1930s, it has grown into a global organisation with 39
much-loved brands sold in over 100 countries. The company combines
its own leading brand portfolio including Fruit Shoot, Robinsons,
Tango, J2O, London Essence, Teisseire, Plenish, Jimmy's Iced Coffee
and MiWadi with PepsiCo brands such as Pepsi, 7UP and Lipton Ice
Tea which Britvic produces, markets and sells in Great Britain and
Ireland under exclusive agreements with PepsiCo.
Britvic is the largest supplier of
branded still soft drinks and the number two supplier of branded
carbonated soft drinks in Great Britain. Britvic is an industry
leader in Ireland with brands such as MiWadi and Ballygowan, in
France with brands such as Teisseire, Pressade and Moulin de
Valdonne and in Brazil, where our brands include Maguary, Bela
Ischia, Extra Power and Dafruta. Britvic is also growing its reach
into other territories through franchising, export and
licensing.
Our purpose, vision and values sit
at the heart of our company, not only inspiring us to outperform,
but also driving us forward to create a better tomorrow.
Britvic is listed on the London
Stock Exchange under the code BVIC and is a constituent of the FTSE
250 index. Find out more at Britvic.com
Important notices
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or solicitation of any 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, whether
pursuant to this announcement or otherwise.
The release, distribution or
publication of this announcement in jurisdictions outside the
United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Notice related to advisers
Morgan Stanley & Co.
International plc ("Morgan Stanley") which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom is acting as joint financial adviser and corporate
broker exclusively for Britvic and no one else in connection with
the possible offer. In connection with the possible offer, Morgan
Stanley, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any person other than
Britvic for providing the protections afforded to clients of Morgan
Stanley or for providing advice in connection with the possible
offer or any other matter referred to herein.
Europa Partners Limited ("Europa"),
which is authorised by the Prudential Regulation Authority ("PRA")
and regulated by the Financial Conduct Authority and the PRA in the
United Kingdom, is acting as joint financial adviser exclusively
for Britvic and no one else in connection with the possible offer
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 possible offer. Neither Europa, 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 in connection with the possible offer, this
announcement, any statement contained herein or
otherwise.
Disclosure requirements of the Code
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 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) 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 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 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 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 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 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.
Relevant securities in issue
In accordance with Rule 2.9 of the
Code, Britvic confirms that, as at the date of this announcement,
it has in issue 248,940,555
ordinary shares of 20 pence each. The
International Securities Identification Number (ISIN) for the
ordinary shares is GB00B0N8QD54.
Publication on a website
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be made available on the
website www.Britvic.com no later than 12 noon (London time) on the
business day immediately following the date of this announcement.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this
announcement.