TIDMBAG TIDMBVIC
RNS Number : 6319V
Barr(A.G.) PLC
16 January 2013
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 SUCH
JURISDICTION
For Immediate Release
16 January 2013
A.G. BARR p.l.c. ("A.G. Barr") and Britvic plc ("Britvic")
All-share merger update: revised timetable
Further to the announcement made by A.G. Barr and Britvic on 14
January 2013 in relation to the extension of the Office of Fair
Trading (the "OFT") timetable for its decision on the recommended
all-share merger between A.G. Barr and Britvic (the "Merger"), the
OFT has now advised the parties that the revised target decision
date is 13 February 2013.
As a result, the expected timetable for the implementation of
the Merger is as follows:
Last day of dealings 25 February 2013
in, and for registration
of transfers of, and
disablement in CREST
of, Britvic Shares
Scheme Record Time 6.00 p.m. on 25 February
2013
Suspension of listing By 8.00 a.m. on 26 February
of, and dealings in, 2013
Britvic Shares
Court hearing to sanction 26 February 2013
the Scheme and approve
the Reduction of Capital
Effective Date 26 February 2013
Issue of the New A.G. By 8.00 a.m. on 27 February
Barr Shares and crediting 2013
of the New A.G. Barr
Shares in uncertificated
form to CREST accounts
(and cancellation of
listing of Britvic Shares)
Admission and commencement 27 February 2013
of dealings on the London
Stock Exchange of the
New A.G. Barr Shares
Long Stop Date 30 June 2013
All times stated above are London times. The dates and times
given are indicative only and are based on A.G. Barr's and
Britvic's current expectations and may be subject to change
(including as a result of changes to the regulatory timetable). If
any of the times and/or dates above change, the revised times
and/or dates will be notified to A.G. Barr Shareholders and Britvic
Shareholders by announcement through the Regulatory News Service of
the London Stock Exchange.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the Scheme Document dated 5
December 2012.
Enquiries
A.G. BARR p.l.c.
Roger White +44 (0) 1236 852
Alex Short 400
Rothschild (financial adviser
to A.G. Barr)
Akeel Sachak
Stuart Vincent +44 (0) 207 280
Jessica Dale 5000
Investec Bank plc (broker
to A.G. Barr)
Keith Anderson
David Anderson +44 (0) 207 597
Henry Reast 5970
College Hill (PR adviser to
A.G. Barr)
Justine Warren +44 (0) 207 457
Matthew Smallwood 2020
Britvic plc
Gerald Corbett
John Gibney
Rupen Shah
Steve Nightingale +44 (0) 1442 284300
Citigroup Global Markets Limited
(joint financial adviser
and joint broker to Britvic)
David Wormsley
Jan Skarbek +44 (0) 207 986
Andrew Seaton 4000
Nomura International plc
(joint financial adviser and
joint broker to Britvic)
Nicholas Marren +44(0) 207 521 2000
Brunswick (PR adviser to Britvic)
Mike Smith +44 (0) 207 404
Nick Cosgrove 5959
Rothschild, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for A.G. Barr and for
no-one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than A.G.
Barr for providing the protections afforded to its clients or for
providing advice in connection with the matters set out in this
announcement.
Investec Bank plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting as corporate broker to A.G.
Barr and for no-one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than
A.G. Barr for providing the protections afforded to its clients or
for providing advice in connection with the matters set out in this
announcement.
Citigroup Global Markets Limited, which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for Britvic and for no-one else in connection with the matters set
out in this announcement 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 matters set
out in this announcement.
Nomura International plc, which conducts its UK investment
banking business as Nomura, is authorised and regulated in the
United Kingdom by the FSA and is acting as joint broker and joint
financial adviser to Britvic and for no-one else in connection with
the matters set out in this announcement. Nomura will not be
responsible to anyone other than Britvic for providing the
protection afforded to its clients or for providing advice in
connection with the matters set out in this announcement.
Dealing Disclosure Requirements:
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 paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, 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 paper
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 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
A copy of this announcement will be made available, free of
charge, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on Britvic's and A.G. Barr's
websites at http://ir.britvic.com and www.agbarr.co.uk respectively
by no later than 12 noon (London time) on the day following the
date of this announcement. For the avoidance of doubt, the contents
of those websites are not incorporated into and do not form part of
this announcement.
You may request a hard copy of this announcement by contacting
the Company Secretary of Britvic at
company.secretariat@britvic.co.uk(or on +44(0)1442 284411) or by
writing to Britvic plc, Breakspear Park, Breakspear Way, Hemel
Hempstead, HP2 4TZ, or by contacting the Company Secretary of A.G.
Barr at companysecretarialdepartment@agbarr.co.uk(or on +44(0)1236
852400) or by writing to A.G. BARR p.l.c., Westfield House, 4
Mollins Road, Cumbernauld, G68 9HD. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
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