REG-Britvic plc Britvic plc: Scheme of Arrangement becomes effective

BritvicAnnouncement

16/01/2025 18:15

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   Britvic plc (BVIC )
   Britvic plc: Scheme of Arrangement becomes effective

   16-Jan-2025 / 18:07 GMT/BST

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   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

                                                              16 January 2025

                                        

                          RECOMMENDED CASH ACQUISITION

                                       of

                            Britvic PLC (“Britvic”)

                                       by

                  Carlsberg UK Holdings Limited (“Carlsberg”)

                  (a wholly owned subsidiary of Carlsberg A/S)

            to be effected by means of a scheme of arrangement under

                        Part 26 of the Companies Act 2006

                    SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

   On 8 July 2024,  the boards of Britvic  and Carlsberg announced that  they
   had reached agreement on the terms of a recommended cash offer to be  made
   by Carlsberg to acquire the entire issued and to be issued ordinary  share
   capital of  Britvic (the  “Acquisition”)  to be  effected  by means  of  a
   Court-sanctioned scheme of arrangement under Part 26 of the Companies  Act
   2006 (the “Scheme”).

   On 17 December 2024, Carlsberg  and Britvic announced that all  regulatory
   conditions set out in Part A of Part III (Conditions to the implementation
   of the Scheme  and to  the Acquisition) of  the Scheme  Document had  been
   satisfied. On 15 January 2025, Britvic announced that the Court had issued
   the Court Order sanctioning the Scheme on that day.

   Scheme Effective

   Britvic and Carlsberg are pleased to announce that, following the delivery
   of a copy of the Court Order to the Registrar of Companies, the Scheme has
   today become Effective in accordance with its terms and the entire  issued
   ordinary share capital of Britvic is now owned by Carlsberg.

   Suspension and cancellation of listing and trading of Britvic Shares

   Britvic Shareholders on the register of members at the Scheme Record Time,
   being 6.00 p.m.  on 16  January 2025, will  receive 1,315  pence for  each
   Scheme Share  in cash  (the “Acquisition  Value”). The  Acquisition  Value
   comprises for each Scheme Share:

     • 1,290 pence in cash in consideration for each Scheme Share; and
     • a special dividend payment of 25 pence per Scheme Share which will  be
       paid by Britvic within 14 days of today’s date, being no later than 30
       January 2025 (the “Special Dividend”).

   As previously announced on 15 January 2025, applications were made for the
   suspension, and subsequent cancellation, of the listing of Britvic  Shares
   on the Official List and the admission of Britvic Shares to trading on the
   London Stock  Exchange’s  main market  for  listed securities  (the  “Main
   Market”), and therefore the listing of Britvic Shares on the Official List
   and dealings in Britvic  Shares on the Main  Market shall be suspended  at
   7.30 a.m. (London time) on 17 January 2025.

   The cancellation of the listing of Britvic Shares on the Official List and
   trading in Britvic Shares on the Main Market is expected to take effect by
   7:30 a.m. on 20 January 2025.

   Termination of Britvic ADS Programme

   It is also expected that the Britvic ADS Programme will be terminated and
   the listing of Britvic ADRs on OTCQX will be terminated as soon as
   practicable following the Scheme having become Effective. 

   Settlement

   The latest  date for  the despatch  of cheques  or electronic  payment  to
   Britvic Shareholders, or settlement through CREST (as applicable), for the
   cash consideration and  the Special Dividend  due under the  terms of  the
   Scheme is 30 January 2025. Please refer to section 17 (Settlement) of Part
   II (Explanatory Statement) of the Scheme Document for further details.

   Other

   All references to times  in this announcement are  to London time,  unless
   otherwise stated.

   Defined terms used but not defined in this announcement have the  meanings
   set out in the Scheme Document dated 22 July 2024.

   Enquiries:

   Carlsberg                                      
                                                        +45 2219 1221
   Peter Kondrup, Investor Relations
                                                        +45 5171 4368
   Kenni Leth, Media Relations
                                                               
   Nomura International plc (Financial Adviser                 
   to Carlsberg)
   Adrian Fisk

   Henry Phillips
                                                     +44 (0) 20 7102 1000
   Oliver Donaldson

    
   Brunswick Group (PR Adviser to Carlsberg)                   
   Susan Gilchrist

   Max McGahan                                       +44 (0) 20 7404 5959

   Tom Pigott                                    carlsberg@brunswickgroup.com

    

    

   Britvic                                                
   Steve Nightingale, Investor Relations                 +44 (0) 7808 097784

   Kathryn Partridge, Media Relations                    +44 (0) 7803 854229
                                                          

   Morgan Stanley  &  Co. International  plc  (Financial +44 (0) 20 7425 8000
   Adviser and Corporate Broker to Britvic)
                                                          
   Anthony Zammit
                                                          
   Henry Stewart
                                                          
   Paul Baker
                                                          
   Melissa Godoy
                                                          
   Rusheel Somaiya
                                                          
   Europa  Partners   Limited  (Financial   Adviser   to +44 (0) 20 7451 4542
   Britvic)
   Jan Skarbek

   Dominic King                                           

    
   J.P. Morgan  Securities plc  (which conducts  its  UK
   investment banking business as J.P. Morgan  Cazenove) +44 (0) 20 7742 4000
   (Financial Adviser and Corporate Broker to Britvic)
   Dwayne Lysaght

   Jeannette Smits van Oyen                               

   Edmund Byers
                                                          
   Headland (PR Adviser to Britvic)                       
   Stephen Malthouse                                     +44 (0) 7734 956 201

   Henry Wallers                                         +44 (0) 7876 562 436

   Joanna Clark                                          +44 (0) 7827 960 120

    

   Linklaters LLP is acting as legal adviser to Britvic.

   Baker McKenzie LLP is acting as legal adviser to Carlsberg.

   Important Notices

   Nomura International plc ("Nomura"), which is authorised by the Prudential
   Regulatory Authority  (“PRA”)  and  regulated  by  the  Financial  Conduct
   Authority (“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 and their 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 adviser  to  Britvic and  to  no  one else.  Morgan  Stanley  is
   authorised by the PRA and regulated in  the United Kingdom by the FCA  and
   the  PRA.  In  connection  with  such  matters,  Morgan  Stanley  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 its clients or for providing advice in  connection
   with the Acquisition 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 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. 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,  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  PRA and regulated by the PRA  and
   the FCA, is acting as financial adviser exclusively for Britvic 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 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.

   Publication on Website

   In accordance  with  Rule  26.1 of  the  Takeover  Code, a  copy  of  this
   announcement will  be  made  available, subject  to  certain  restrictions
   relating to  persons resident  in restricted  jurisdictions, on  Britvic’s
   website at  1 https://documentarchive.britvic.com/ and Carlsberg’s website
   at  2 https://www.carlsberggroup.com  by no  later  than 12  noon  (London
   time) on the business day following the date of this announcement. For the
   avoidance of doubt, the  contents of these  websites are not  incorporated
   into and do not form part of this announcement.

    

    

    

    

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   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:          GB00B0N8QD54
   Category Code: STR - Britvic plc
   TIDM:          BVIC
   LEI Code:      635400L3NVMYD4BVCI53
   Sequence No.:  371090
   EQS News ID:   2069419


    
   End of Announcement EQS News Service

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