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
21 June 2024
Britvic plc (the
"Company")
Rule 2.9 Announcement
In accordance with Rule 2.9 of the City Code on
Takeovers and Mergers (the "Code"), the Company confirms that, as
at the date of this announcement, it has in issue
248,940,555 ordinary shares of 20
pence each with ISIN number GB00B0N8QD54.
The total number of shares attracting voting
rights in the Company is therefore 248,940,555. The above figure may be used by
shareholders to determine the percentage of issued share capital
they hold in the Company and if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
The Company has a sponsored American Depositary
Receipts ("ADR") programme
for which the Bank of New York Mellon acts as the sponsored
depositary bank and registrar. One ADR
represents two ordinary shares of the Company. The ADRs trade on
OTCQX. The trading symbol for these ADRs is
BTVCY and the ISIN
is US1111901047.
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.
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.