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
14 January 2013
A.G. BARR p.l.c. ("A.G. Barr") and Britvic plc ("Britvic")
All-share Merger update:
Further to the announcement made by A.G. BARR p.l.c. ("A.G. Barr") and Britvic plc ("Britvic") on 14 November 2012, in connection with the recommended all-share merger of A.G. Barr and Britvic (the "Merger"), a copy of which is available on the websites of A.G. Barr and Britvic at www.agbarr.co.uk and http://ir.britvic.com respectively, the parties have been informed by the Office of Fair Trading ("OFT") that the OFT is extending the timetable for its decision on the Merger as it has not yet completed its review. As a result, the timetable for the implementation of the Merger is being extended and the anticipated effective date of the Merger will no longer be 30 January 2013 as previously announced. Britvic and A.G. Barr are awaiting a revised target decision date from the OFT (expected to be in February). Britvic and A.G. Barr will update the market as to the expected revised timetable in due course.
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
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.
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 www.agbarr.co.uk and on Britvic's website at http://ir.britvic.com/ 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 [email protected] (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 [email protected] (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.
