Britvic plc: Scheme sanctioned by Court

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:

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 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.