REG - Carlsberg A/S Britvic plc - SATISFACTION OF REGULATORY CONDITIONS

Carlsberg A/SAnnouncement

17/12/2024 07:30

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RNS Number : 3785Q  Carlsberg A/S  17 December 2024

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 THAT JURISDICTION

 

RECOMMENDED CASH ACQUISITION

of

Britvic PLC ("Britvic")

by

Carlsberg UK Holdings Limited ("Carlsberg")

(a wholly owned subsidiary of Carlsberg A/S)

SATISFACTION OF REGULATORY CONDITIONS AND UPDATED SCHEME TIMETABLE

On 8 July 2024, the boards of Carlsberg and Britvic announced that they had
reached agreement on the terms of a recommended cash offer by Carlsberg for
the entire issued and to be issued ordinary share capital of Britvic (the
"Acquisition"). It is intended that the Acquisition will be effected by means
of a court sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"). The circular in relation to the Scheme (the "Scheme
Document") was published and posted to Britvic Shareholders on 22 July 2024
and on 27 August 2024 the requisite majorities of Britvic Shareholders
approved the Scheme at the Court Meeting and General Meeting held on that day.

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

Satisfaction of Regulatory Conditions

The Acquisition is conditional on, among other things: (i) the receipt of
clearance from the European Commission as set out in Condition 3.2 in Part A
of Part III (Conditions to the implementation of the Scheme and to the
Acquisition) of the Scheme Document; and (ii) the receipt of clearance from
the CMA as set out in Condition 3.1 in Part A of Part III (Conditions to the
implementation of the Scheme and to the Acquisition). Carlsberg and Britvic
are pleased to confirm that clearances from each of the European Commission
and the CMA in respect of the Acquisition have now been received. Therefore,
Carlsberg and Britvic confirm that all regulatory conditions have now been
satisfied.

The Acquisition remains subject to the Court's sanction of the Scheme at the
Sanction Court Hearing, the delivery of a copy of the Court Order to the
Registrar of Companies and the satisfaction (or, where applicable, waiver) of
the remaining general Conditions set out in Part III (Conditions to the
implementation of the Scheme and to the Acquisition) of the Scheme Document.
The Sanction Court Hearing has been scheduled to take place on 15 January 2025
and, subject to the satisfaction (or, where applicable, waiver) of the
remaining Conditions, the Scheme is expected to become effective on 16 January
2025.

A further announcement will be made following the Sanction Court Hearing to
sanction the Scheme.

Next steps and timetable

An updated expected timetable of principal events for the implementation of
the Scheme is set out below. If any of the key dates and/or times set out in
the timetable change, Carlsberg and Britvic will give notice of the change by
issuing an announcement through a Regulatory Information Service, with such
announcement being made available on Carlsberg's website at
https://www.carlsberggroup.com (https://www.carlsberggroup.com) and on
Britvic's website at https://www.britvic.com (https://www.britvic.com) .

 Event                                                                         Time and/or date ((1))
 Sanction Court Hearing                                                        15 January 2025
 Last day for dealings in, and for the registration of transfer of, Britvic    16 January 2025
 Shares
 Scheme Record Time and record time for the Special Dividend                   6:00 p.m. on 16 January 2025
 Disablement of CREST in respect of Britvic Shares                             6:00 p.m. on 16 January 2025
 Effective Date of the Scheme                                                    16 January 2025 ((2))
 Suspension of dealings in Britvic Shares                                      by 7:30 a.m. on 17 January 2025
 Payment of the Special Dividend                                               after 16 January 2025 and by 30 January 2025 ((3))
 Cancellation of listing of Britvic Shares                                     by 7:30 a.m. on 20 January 2025
 Latest date for despatch of cheques and crediting of CREST accounts for cash  by 30 January 2025
 consideration due under the Scheme
 Long Stop Date                                                                15 July 2025 ((4))

 (1)            The dates and times are indicative only and are
 based on current expectations and are subject to change (including, amongst
 other things, the date on which the Conditions to the Scheme are satisfied or,
 if capable of waiver, waived, the date on which the Court sanctions the
 Scheme, as well as the date on which the Court Order sanctioning the Scheme is
 delivered to the Registrar of Companies. The References to times are to
 London, United Kingdom time unless otherwise stated. If any of the times
 and/or dates above change, the revised times and/or dates will be notified to
 Britvic Shareholders by announcement through a Regulatory Information
 Service.

 (2)           The Scheme will become Effective as soon as a copy of
 the Court Order has been delivered to the Registrar of Companies. This is
 expected to occur following the Scheme Record Time. The events which are
 stated as occurring on subsequent dates are conditional on the Effective Date
 and operate by reference to this date.

 (3)           The Special Dividend will be paid within 14 days of the
 Effective Date via either a standing electronic payment mandate with the
 Company's Registrar for the purpose of receiving dividend payments or a
 despatch of cheques (as applicable).

 (4)           This is the latest date by which the Scheme may become
 Effective. However, the Long Stop Date may be extended to such later date as
 may be agreed by Bidco and Britvic (with the Panel's consent and as the Court
 may approve (if such approval(s) are required)).

 

Enquiries:

 Carlsberg and Bidco
 Peter Kondrup, Investor Relations                                              +45 2219 1221

 Kenni Leth, Media Relations                                                    +45 5171 4368

 Nomura International plc (Financial Adviser to Carlsberg)
 Adrian Fisk                                                                    +44 (0) 20 7102 1000

 Henry Phillips

 Oliver Donaldson

 Brunswick Group (PR Adviser to Carlsberg)
 Susan Gilchrist                                                                +44 (0) 20 7404 5959

 Max McGahan

 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 Adviser and Corporate        +44 (0) 20 7425 8000
 Broker to Britvic)
 Anthony Zammit

 Henry Stewart

 Paul Baker

 Melissa Godoy

 Rusheel Somaiya

 Europa Partners Limited (Financial Adviser to Britvic)                         +44 (0) 20 7451 4542
 Jan Skarbek

 Dominic King

 J.P. Morgan Securities plc (which conducts its UK investment banking business  +44 (0) 20 7742 4000
 as J.P. Morgan Cazenove) (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

 

Baker McKenzie LLP is acting as legal adviser to Carlsberg.

Linklaters LLP is acting as legal adviser to Britvic.

Important Notices

This announcement does not constitute any advice or recommendation with
respect to such securities or other financial instruments.

Nomura International plc ("Nomura"), which is authorised by the PRA and
regulated by the 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 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 Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the Financial Conduct Authority 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 Prudential Regulation Authority ("PRA") and regulated by
the PRA and the Financial Conduct Authority, 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
http://www.thetakeoverpanel.org.uk (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 and the
documents required to be published under Rule 26 of the Code will be made
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Britvic's website at https://www.britvic.com
(https://www.britvic.com) and Carlsberg's website at
https://www.carlsberggroup.com (https://www.carlsberggroup.com) by no later
than 12 noon on the Business Day following this announcement. For the
avoidance of doubt, neither the content of these websites nor of any website
accessible from hyperlinks set out in this announcement is incorporated by
reference or forms part of this announcement.

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