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 THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

Recommended Cash Acquisition

of

Britvic PLC

by

Carlsberg UK Holdings Limited

(a wholly owned subsidiary of Carlsberg A/S)

Results of Shareholder Meetings

Britvic PLC (“Britvic”) is pleased to announce that at a Court Meeting and General Meeting of Britvic Shareholders held earlier today in connection with the recommended cash acquisition of Britvic by Carlsberg UK Holdings Limited, all the resolutions proposed were duly passed.

At the Court Meeting, a majority in number of Scheme Shareholders, who voted (either in person or by proxy) and who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the Resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority (either in person or by proxy).

COURT MEETING The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:

Number of Scheme Shareholders voting: For: 345 (83.33%) Against: 69 (16.67%)

Number of votes: For: 165,809,035 (99.69%) Against: 515,673 (0.31%)

Percentage of eligible Scheme Shares voted: For: 66.61% Against: 0.21%

GENERAL MEETING The voting on the Resolution to approve and provide for implementation of the Scheme was taken on a poll and the results were as follows:

Number of votes: For: 165,511,862 (99.76%) Against: 391,950 (0.24%) Withheld: 44,485

Completion of the acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including (but not limited to) certain regulatory approvals as well as the Court sanctioning the Scheme at the Sanction Court Hearing. Subject to the satisfaction of those regulatory conditions and the Scheme receiving the sanction of the Court, the Scheme is expected to become Effective during the first quarter of 2025.

A copy of the special resolution passed at the General Meeting has been submitted to the Financial Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

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

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

Enquiries:

Britvic
Steve Nightingale, Investor Relations Kathryn Partridge, Media Relations	+44 (0) 7808 097784 +44 (0) 7803 854229
Morgan Stanley & Co. International plc (Financial Adviser and Corporate Broker to Britvic)	+44 (0) 20 7425 8000
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 as J.P. Morgan Cazenove) (Financial Adviser and Corporate Broker to Britvic)	+44 (0) 20 7742 4000
Dwayne Lysaght Jeannette Smits van Oyen Edmund Byers
Headland (PR Adviser to Britvic)
Stephen Malthouse Henry Wallers Joanna Clark	+44 (0) 7734 956 201 +44 (0) 7876 562 436 +44 (0) 7827 960 120

 

This announcement contains inside information in relation to Britvic. The person responsible for arranging the release of this announcement on behalf of Britvic is Mollie Stoker, Company Secretary and General Counsel of 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 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, 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 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.