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
16 January 2013
A.G. BARR p.l.c. ("A.G. Barr") and Britvic plc ("Britvic")
All-share merger update: revised timetable
Further to the announcement made by A.G. Barr and Britvic on 14 January 2013 in relation to the extension of the Office of Fair Trading (the "OFT") timetable for its decision on the recommended all-share merger between A.G. Barr and Britvic (the "Merger"), the OFT has now advised the parties that the revised target decision date is 13 February 2013.
As a result, the expected timetable for the implementation of the Merger is as follows:
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Britvic Shares |
25 February 2013 |
Scheme Record Time |
6.00 p.m. on 25 February 2013 |
Suspension of listing of, and dealings in, Britvic Shares |
By 8.00 a.m. on 26 February 2013 |
Court hearing to sanction the Scheme and approve the Reduction of Capital |
26 February 2013 |
Effective Date |
26 February 2013 |
Issue of the New A.G. Barr Shares and crediting of the New A.G. Barr Shares in uncertificated form to CREST accounts (and cancellation of listing of Britvic Shares) |
By 8.00 a.m. on 27 February 2013 |
Admission and commencement of dealings on the London Stock Exchange of the New A.G. Barr Shares |
27 February 2013 |
Long Stop Date |
30 June 2013 |
All times stated above are London times. The dates and times given are indicative only and are based on A.G. Barr's and Britvic's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to A.G. Barr Shareholders and Britvic Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the Scheme Document dated 5 December 2012.
Enquiries
A.G. BARR p.l.c.
Roger White
Alex Short |
+44 (0) 1236 852 400 |
Rothschild (financial adviser to A.G. Barr)
Akeel Sachak
Stuart Vincent
Jessica Dale |
+44 (0) 207 280 5000 |
Investec Bank plc (broker to A.G. Barr)
Keith Anderson
David Anderson
Henry Reast |
+44 (0) 207 597 5970 |
College Hill (PR adviser to A.G. Barr)
Justine Warren
Matthew Smallwood |
+44 (0) 207 457 2020 |
Britvic plc
Gerald Corbett
John Gibney
Rupen Shah
Steve Nightingale |
+44 (0) 1442 284300 |
Citigroup Global Markets Limited
(joint financial adviser and joint broker to Britvic)
David Wormsley
Jan Skarbek
Andrew Seaton |
+44 (0) 207 986 4000 |
Nomura International plc
(joint financial adviser and joint broker to Britvic)
Nicholas Marren |
+44(0) 207 521 2000 |
Brunswick (PR adviser to Britvic)
Mike Smith
Nick Cosgrove |
+44 (0) 207 404 5959 |
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 made available, free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Britvic's and A.G. Barr's websites at http://ir.britvic.com and www.agbarr.co.uk respectively by no later than 12 noon (London time) on the day following the date of 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 by contacting the Company Secretary of Britvic at [email protected](or on +44(0)1442 284411) or by writing to Britvic plc, Breakspear Park, Breakspear Way, Hemel Hempstead, HP2 4TZ, or by contacting the Company Secretary of A.G. Barr at [email protected](or on +44(0)1236 852400) or by writing to A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
