REG-Britvic plc Britvic plc: Scheme sanctioned by Court

BritvicAnnouncement

15/01/2025 12:15

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   Britvic plc (BVIC )
   Britvic plc: Scheme sanctioned by Court

   15-Jan-2025 / 12:05 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

                                        

                                                              15 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 SANCTIONED BY COURT

   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”).

   Further to the  announcement made  on 27 August  2024 in  relation to  the
   results of the Court Meeting and General Meeting and the announcement made
   on 17 December  2024 in  relation to  the satisfaction  of 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, Britvic  is
   pleased to  announce that  the  Court has  today  issued the  Court  Order
   sanctioning the Scheme.

   The Scheme will become effective upon  the Court Order being delivered  to
   the Registrar  of Companies,  which is  expected to  occur on  16  January
   2025.  There has  been no change  to the expected  timetable of  principal
   events for the Acquisition set out in the announcement made by Britvic and
   Carlsberg on 17 December 2024.

   Applications have been made for the suspension of: (i) trading in  Britvic
   Shares on the London  Stock Exchange’s main  market for listed  securities
   (the “Main  Market”);  and (ii)  the  listing  of Britvic  Shares  on  the
   Official List, and such suspensions are expected to take effect from  7:30
   a.m. on 17 January 2025.

   Applications have also been made for the: (i) de-listing of Britvic Shares
   from the Official List; and (ii) cancellation of the admission to  trading
   in Britvic Shares on the Main Market, and such de-listing and cancellation
   will, subject to the Scheme becoming  Effective, take effect by 7:30  a.m.
   on 20 January 2025.

   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:

   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   

   Important Notices

   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 Prudential Regulation Authority (“PRA”) and regulated in
   the United Kingdom by the Financial Conduct Authority (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.

   Disclosure requirements of the Takeover Code (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  1 http://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

   In accordance with Rule 26.1 of the 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
    2 https://documentarchive.britvic.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 this website 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: STC - Britvic plc
   TIDM:          BVIC
   LEI Code:      635400L3NVMYD4BVCI53
   Sequence No.:  370788
   EQS News ID:   2068403


    
   End of Announcement EQS News Service

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