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
THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
8 July 2024
RECOMMENDED CASH
ACQUISITION
of
Britvic PLC
("Britvic")
by
Carlsberg UK Holdings Limited
("Bidco"), a wholly owned subsidiary of Carlsberg A/S
("Carlsberg")
to be effected by means of a
Scheme of Arrangement under Part 26 of the Companies Act
2006
Summary
·
The boards of Carlsberg and Britvic are pleased to
announce that they have reached agreement on the terms of a
recommended cash offer to be made by Bidco to acquire the entire
issued and to be issued ordinary share capital of Britvic (the
"Acquisition"). It is
intended that the Acquisition be effected by means of a scheme of
arrangement under Part 26 of the Companies Act (the "Scheme" or "Scheme of Arrangement").
·
The Acquisition values the entire issued and to be
issued ordinary share capital of Britvic at approximately
£3.3 billion on a
fully diluted basis and an implied enterprise value of
approximately £4.1 billion.
·
Under the terms of the Acquisition, Britvic
Shareholders shall be entitled to receive:
1,315 pence for each Britvic Share
(the "Acquisition Value")
·
The Acquisition Value comprises, for each Britvic
Share:
· 1,290
pence in cash for
each Britvic Share (the "Acquisition Price"); and
· a special dividend payment
of 25 pence per Britvic Share which is expected to be paid by
Britvic prior to the Effective Date (the "Special
Dividend").
·
The Acquisition Value represents:
· a
premium of approximately 36% to the Closing Price per Britvic Share
of 970 pence on 19 June 2024 (being the Closing Price on the day
prior to speculation around a possible offer);
· an
implied enterprise value multiple of approximately 13.6 times
Britvic's reported adjusted EBITDA of £303 million for the 12 month
period ended 31 March 2024; and
· a
premium of approximately 47% to the volume-weighted average
price per Britvic Share of 897
pence for the three months to 19 June 2024 (being the Closing Price
on the day prior to speculation around a possible
offer).
·
If, on or after the date of this announcement and
on or prior to the Effective Date, any dividend, distribution, or
other return of value (other than the Special Dividend) is
declared, made, or paid or becomes payable by Britvic, Bidco
reserves the right to reduce the Acquisition Price by an amount up
to the amount of such dividend, distribution or other return of
value in which case any references to the Acquisition Price will be
deemed to be a reference to the Acquisition Price as so reduced. In
such circumstances, eligible Britvic Shareholders shall be entitled
to retain any such dividend, distribution, or other return of value
declared, made, or paid.
Britvic Recommendation
·
The Britvic Directors, who have been so advised by
Morgan Stanley and Europa Partners as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice to the Britvic Directors,
Morgan Stanley and Europa Partners have taken into account the
commercial assessments of the Britvic Directors.
·
Accordingly, the Britvic Directors intend to
recommend unanimously that Britvic Shareholders vote in favour of
the Scheme at the Court Meeting and the Britvic Shareholders vote
in favour of the Resolution(s) to be proposed at the General
Meeting as the Britvic Directors have irrevocably undertaken to do
in respect of their own beneficial holdings of 457,388 Britvic Shares representing,
in aggregate, approximately 0.2% of the ordinary share capital of
Britvic in issue on 5 July
2024 (being the Latest Practicable Date prior to
this announcement).
Background to and reasons for the
Acquisition
·
Carlsberg recognises that Britvic is one of the
leading soft drinks businesses in Great Britain, Western Europe and
Brazil. Carlsberg believes that the Acquisition represents a highly
attractive opportunity for Carlsberg and supports its overall
growth ambitions. The Acquisition will build on Carlsberg's very
successful bottling business in the Nordic region, and deepen and
strengthen its footprint in Western Europe, an important region
that offers stable and attractive growth prospects. Carlsberg's
intention is to accelerate commercial and supply chain investments
in Britvic, driving the future growth trajectory of the
business.
·
Carlsberg has today separately agreed to acquire
Marston's PLC's ("Marston's") minority stake in Carlsberg
Marston's Limited ("CMBC"),
conditional only on the approval of Marston's shareholders (if
required, as explained in paragraph 14 of this announcement), thereby
becoming the sole owner of CMBC (the "CMBC Transaction"). CMBC has a strong
portfolio of beer brands alongside a strong distribution and
logistics network. Marston's will remain an important partner for
the new enlarged business, and the long-term Drinks Supply and
Distribution Agreement between Marston's and CMBC will remain in
place on substantially the same terms to ensure availability of
CMBC's brands across Marston's pub estate. The CMBC Transaction is
expected to close in the third quarter of 2024.
·
Carlsberg intends to create a single integrated
beverage company in the United Kingdom, to be named Carlsberg
Britvic. Carlsberg intends that Carlsberg Britvic shall be led by a
management team comprised of individuals from each of Carlsberg,
CMBC and Britvic. The enlarged business will have a portfolio of
leading brands across the beer and soft drinks categories.
Carlsberg envisages that a phased integration will start as soon as
practicable after completion of the Acquisition and in conjunction
with the Post-Completion Review.
·
The Combined Group will be able to take advantage
of the highly synergistic relationship between beer and soft
drinks, including within the areas of procurement, production,
warehousing and distribution to increase efficiency and better
serve customer needs. Carlsberg's portfolio
of soft drinks currently accounts for approximately 16% of total
Carlsberg Group volumes and 27% of volumes in Western
Europe.
·
It is expected that the Acquisition will further
strengthen Carlsberg's close relationship with PepsiCo, who have
been a long-standing partner for Carlsberg in a number of
Carlsberg's core markets across Europe and Asia. PepsiCo has agreed
to waive the change of control clause in the bottling arrangements
it has with Britvic. This waiver will come into effect
should an acquisition of Britvic by Carlsberg,
which has the recommendation of Britvic's board, proceed to
completion. In addition, Carlsberg has agreed
certain terms in respect of bottling arrangements for Britvic that
would come into force on completion of the Acquisition (as
described in paragraph 13
of this announcement). As a result, following
completion Carlsberg is expected to become the largest PepsiCo
bottling partner in Europe.
·
Carlsberg also owns the second largest beer
business in France, Brasseries Kronenbourg, which generates sales
of approximately DKK6.1 billion (£0.7 billion) and employs approximately
1,000 people. Carlsberg believes that this leading platform
provides a compelling opportunity for Britvic's Teisseire business
to enhance its customer and consumer proposition and its financial
performance, for the benefit of the people, brands and customers of
both organisations.
·
As Carlsberg has no local company presence in
Ireland, it intends to retain Britvic Ireland on an as-is
basis.
·
Whilst Carlsberg believes there will be synergies,
as described in paragraph 8
of this announcement, to be realised from the
combined scale of Carlsberg, CMBC and Britvic, Carlsberg has a
clear plan to accelerate commercial and supply chain investments in
Britvic driving the future revenue growth trajectory of the
business.
·
Carlsberg has formed a preliminary view that the
integration of Britvic could deliver annual cost savings and
efficiency improvements in the region of £100 million (in the
region of £75 million on a post-tax basis), which Carlsberg expects
to be delivered over the five years following completion of the
Acquisition. Of these, Carlsberg expects to realise approximately
£80 million (in aggregate) by the end of 2027. The one-off costs to
achieve these annual cost savings are expected to amount to
approximately £83 million, which Carlsberg expects to be incurred
over the five years
following completion of the Acquisition. These savings are expected
to be realised across a number of areas including direct and
indirect procurement, supply chain, administration and overheads
and will be achieved from across Carlsberg and Britvic's combined
business. Carlsberg is committed to invest into Britvic across a
number of areas, including into its sales organisation, and it has
identified a number of revenue synergies from the combination which
would be additional to the annual cost savings and efficiency
improvements referred to above. It is noted that, due to legal
requirements in France, the Post-Completion Review conducted in
respect of that jurisdiction will be accompanied by the appropriate
Britvic and Carlsberg works council or trade union
consultations.
·
Carlsberg expects that the Britvic Acquisition
will be accretive by mid-single-digit percentages to adjusted EPS
for Carlsberg in the first year after completion of the Britvic
Acquisition, and by double-digit percentages in year two after
completion of the Britvic Acquisition.
·
Carlsberg expects that the Britvic Acquisition
return on invested capital will exceed Carlsberg's weighted average
cost of capital of 7% in year three, and will increase further in
year four, after completion of the Britvic Acquisition.
·
The full cash consideration payable under the
terms of the Acquisition, together with certain fees and expenses
in connection with the Acquisition, will be funded through third
party debt incurred by Carlsberg Breweries A/S, a wholly owned
subsidiary of Carlsberg. Such third party debt is to be provided
under a bridge facility agreement arranged by BNP Paribas, Danske
Bank A/S and Skandinaviska Enskilda Banken AB (publ).
·
Carlsberg expects that, following completion of
the Britvic Acquisition, its pro forma net interest-bearing debt to
EBITDA leverage multiple will be 3.5
times pro forma adjusted EBITDA of
£2,044 million.
·
Carlsberg expects to continue its conservative
capital allocation policy, maintaining its dividend policy of a
pay-out ratio of around 50% of adjusted net profit, and commitment
to its investment grade rating, but is today increasing its net
interest-bearing debt to EBITDA leverage target to 'below 2.5x'
from 'below 2.0x' previously. The change follows the rebalancing of
the Carlsberg Group after its exit from Russia and the anticipated
completion of the Britvic Acquisition. Carlsberg will seek to
quickly reduce leverage driven by strong operating cash flow,
thereby aiming for reaching the updated leverage target during
2027.
Timetable and Conditions
·
It is intended that the Acquisition will be
implemented by way of a court-sanctioned scheme of arrangement
under Part 26 of the Companies Act and that the Acquisition be put
to Britvic Shareholders for approval at the Court Meeting and to
the Britvic Shareholders at the General Meeting, although Carlsberg
and/or Bidco reserves the right to elect (with the consent of the
Panel, and subject to the terms of the Cooperation Agreement) to
implement the Acquisition by way of an Offer. In order to become
Effective, the Scheme must be approved by a majority in number of
the Britvic Shareholders voting at the Court Meeting, either in
person or by proxy, representing at least 75% in value of the
Britvic Shares voted. In addition, a special resolution
implementing the Scheme must be passed by Britvic Shareholders
representing at least 75% of votes cast at the General
Meeting.
·
Details of the effect of the Acquisition on
Britvic ADS Holders will be set out in the Scheme Document in due
course. The entitlement of Britvic ADS Holders to the Acquisition
Value under the terms of the Acquisition in respect of the Britvic
Shares underlying their Britvic ADS will be determined in
accordance with the terms of the Britvic ADS Programme Deposit
Agreement. Further details are set out in paragraph
17 of this
announcement.
·
The Acquisition is conditional on the approval of
Britvic Shareholders, the satisfaction of certain regulatory
conditions and the further Conditions and terms set out in
Appendix 1 to this
announcement (which shall be set out in the Scheme
Document).
·
It is expected that the Scheme Document,
containing further information about the Acquisition (including an
expected timetable of key events) and notices of the Court Meeting
and the General Meeting, together with the Forms of Proxy, shall be
published as soon as practicable and, in any event, within 28 days
of this announcement or such later date as Carlsberg and/or Bidco,
Britvic and the Panel agree, and that the Court Meeting and the
General Meeting will be held as soon as practicable thereafter. It
is expected that the Scheme will become Effective (subject to the
satisfaction, among other things, of certain regulatory conditions)
during the first quarter of 2025. The Scheme Document and Forms of
Proxy will be made available to Britvic Shareholders at no charge
to them.
Commenting on the Acquisition, Ian
Durant, Non-Executive Chair of Britvic, said:
"Britvic is an outstanding business with a strong heritage
built on its portfolio of family-favourite brands, long-standing
customer relationships, a well-invested supply chain infrastructure
and a fantastic team of people across multiple markets. All these
factors have supported a consistent track record of delivery for
Britvic's stakeholders over a sustained period of
time.
The proposed transaction creates an enlarged international
group that is well-placed to capture the growth opportunities in
multiple drinks sectors. Crucially, to remain competitive at a time
when the market is being shaped by the trend of increasing
consolidation among bottling partners, Carlsberg's agreement with
PepsiCo provides the combined group with a strong platform for
continued success.
The Board of Directors believe that the strategic merits of
this offer are compelling, and the offer also provides shareholders
with the opportunity to receive the certainty of cash consideration
that reflects the current strength and medium-term prospects of the
Britvic business. It also recognises the challenges of achieving an
appropriate future rating and valuation for Britvic versus its
historical range of trading multiples, alongside less certain
long-term alignment with regard to its PepsiCo bottling business.
Therefore, the Board is unanimously recommending the offer to our
shareholders."
Commenting on the Acquisition, Jacob
Aarup-Andersen, CEO of Carlsberg said:
"With this transaction, we are combining
Britvic's high-quality soft drinks portfolio with Carlsberg's
strong beer portfolio and route-to-market capabilities, creating an
enhanced proposition across the UK and markets in Western Europe.
The proposed transaction is attractive for shareholders of
Carlsberg, supporting our growth ambitions and being immediately
earnings accretive and value accretive in year three. We are
excited about expanding our global partnership with PepsiCo and
believe that the longer-term opportunities will be very beneficial
for both companies.
We
are pleased that the Britvic Board is unanimously recommending our
offer to Britvic Shareholders. We look forward to welcoming
Britvic's employees into the Carlsberg family and creating an
exciting, combined company for all employees. We are committed to
accelerating commercial and supply chain investments in Britvic,
and we are confident that Carlsberg Britvic will become the
preferred multi-beverage supplier to customers in the UK with a
comprehensive portfolio of market-leading
brands."
Commenting on the Acquisition, Silviu
Popovici, CEO of PepsiCo Europe said:
"We
are looking forward to building on our long-standing and successful
partnerships with both Carlsberg and Britvic. We believe that the
combination of Carlsberg and Britvic will create even stronger
sales and distribution capabilities for our winning brands in
important markets. We look forward to continuing to expand the
partnership into further important markets in the
future."
This
summary should be read in conjunction with, and is subject to, the
full text of this announcement and the Appendices. The Acquisition
will be subject to the Conditions and further terms set out
in Appendix 1 and to the full terms and
conditions which will be set out in the Scheme Document. The bases
and sources for certain financial information contained in this
announcement are set out in Appendix
2. Details
of the irrevocable undertakings received by Bidco are set out
in Appendix 3. Certain definitions and
terms used in this announcement are set out in
Appendix 4.
Enquiries
Carlsberg and Bidco
|
|
Peter Kondrup, Investor
Relations
Kenni Leth, Media
Relations
|
+45 2219 1221
+45 5171 4368
|
Nomura International plc
(Financial Adviser to Carlsberg)
|
|
Adrian Fisk
Henry Phillips
Oliver Donaldson
|
+44 (0) 20 7102 1000
|
Brunswick Group (PR Adviser to Carlsberg)
|
|
Susan Gilchrist
Max McGahan
Tom Pigott
carlsberg@brunswickgroup.com
|
+44 (0) 20 7404 5959
|
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)
Jan Skarbek
Dominic King
|
+44 (0) 20 7451 4542
|
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
|
Baker McKenzie LLP is acting as legal
adviser to Carlsberg.
Linklaters LLP is acting as legal adviser to Britvic.
Inside Information
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) No. 596/2014 (as applicable
in Denmark as well as the United Kingdom by incorporation into law
by virtue of the European Union (Withdrawal) Act 2018 as amended by
virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019).
Upon the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to
be in the public domain.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Britvic in
any jurisdiction in contravention of applicable law. The
Acquisition will be made and implemented solely pursuant to the
terms of the Scheme Document (or if the Acquisition is implemented
by way of an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of,
or other response to, the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or if
the Acquisition is implemented by way of an Offer, the Offer
Document).
Britvic and Bidco will prepare the Scheme Document (or if the
Acquisition is implemented by way of an Offer, the Offer Document)
to be distributed to Britvic Shareholders. Britvic urges Britvic
Shareholders to read the Scheme Document (or if the Acquisition is
implemented by way of an Offer, the Offer Document) when it becomes
available because it will contain important information relating to
the Acquisition.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
The
statements contained in this announcement are made as at the date
of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this announcement since such
date.
Disclaimers
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 advisor to Britvic PLC and
to no one else. Morgan Stanley is authorised by the PRA and
regulated by the FCA and the PRA. In connection with such matters,
Morgan Stanley's and its affiliates' 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 their
clients or for providing advice in connection with the matters
described in this announcement 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 possible offer 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 possible
offer. 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 possible offer, this announcement, any
statement contained herein or otherwise.
Overseas jurisdictions
The
release, publication or distribution of this announcement in or
into jurisdictions other than the United Kingdom may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the United Kingdom and Denmark should
inform themselves about, and observe, any applicable requirements.
Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code, the
Listing Rules, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England or
Denmark.
The
availability of the Acquisition to Britvic Shareholders who are not
resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Any person (including, without limitation, nominees, trustees and
custodians) who would, or otherwise intends to, forward this
announcement, the Scheme Document or any accompanying document to
any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any
action. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Britvic Shares with respect to
the Scheme at the Court Meeting, or to appoint another person as
proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are
located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer
Document).
Unless otherwise determined by Carlsberg and/or Bidco (as the
case may be) or required by the Takeover Code, and permitted by
applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into, from, or by the use of
mails or any means or instrumentality (including, but not limited
to, facsimile, e‑mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of, any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Scheme by
any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send such documents in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in, into, from, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile,
e‑mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be
included in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer
Document).
Notice to U.S. Britvic Shareholders
The
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy
solicitation rules under the U.S. Securities Exchange Act of 1934
(the "U.S. Exchange Act").
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of the tender offer and proxy solicitation rules under
the U.S. Exchange Act. The financial information included in this
announcement has been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may
not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
If,
in the future, Carlsberg and/or Bidco (as the case may be)
exercises its right to implement the Acquisition by way of an
Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable laws and regulations of
the United Kingdom and the United States, including any applicable
exemptions under the U.S. Exchange Act.
Carlsberg and Bidco and Britvic are located in a non-U.S.
jurisdiction, and some or all of their officers and directors may
be residents of a non-U.S. jurisdiction. As a result, U.S. holders
of Britvic Shares or U.S. holders of Britvic ADSs may not be able
to effect service of process upon a non-U.S. company or its
officers or directors or to enforce against them a judgement of a
U.S. court for violations of the federal or state securities laws
of the United States.
In
accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Carlsberg, Bidco, certain
affiliated companies and their nominees or brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Britvic Shares outside of the U.S., other
than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, Nomura will continue to act as an exempt principal
trader in Britvic Shares on the London Stock Exchange. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any such purchases
will not be made at prices higher than the price of the Acquisition
provided in this announcement unless the price of the Acquisition
is increased accordingly. Any information about such purchases will
be disclosed as required in the United Kingdom, will be reported to
a Regulatory Information Service and will be made available on the
London Stock Exchange website, www.londonstockexchange.com.
To the extent that such information is required to be publicly
disclosed in the United Kingdom in accordance with applicable
regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.
U.S. Britvic Shareholders should also be aware that the
transaction contemplated herein may have tax consequences in the
U.S. and, that such consequences, if any, are not described herein.
U.S. Britvic Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
Neither the Acquisition nor this announcement have been
approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have such authorities
approved or disapproved or passed judgement upon the fairness or
the merits of the Acquisition, or determined if the information
contained in this announcement is adequate, accurate or complete.
Any representation to the contrary is a criminal offence in the
United States.
Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Carlsberg and/or
Bidco (as the case may be) and Britvic contain statements which
are, or may be deemed to be, "forward-looking
statements".
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Carlsberg and/or Bidco (as the
case may be) and Britvic about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on
Carlsberg and/or Bidco (as the case may be)and Britvic (including
their future prospects, developments and strategies), the expected
timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such
as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward
looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Carlsberg's and/or Bidco's (as the case may be),
Britvic's, any member of
the Carlsberg Group or any member of the Britvic
Group's, operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of global economic conditions and governmental regulation
on Carlsberg's and/or Bidco's (as the case may be),
Britvic's, any member of
the Carlsberg Group or any member of the Britvic
Group's,
business.
Although Carlsberg and/or Bidco (as the case may be) and
Britvic believe that the expectations reflected in such
forward-looking statements are reasonable, Carlsberg and/or Bidco
(as the case may be) and Britvic can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in the
global political, economic, business and competitive environments
and in market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or disposals; changes in general economic and business conditions;
changes in the behaviour of other market participants; changes in
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which Carlsberg and/or Bidco (as the
case may be) and Britvic operate; weak, volatile or illiquid
capital and/or credit markets; changes in tax rates, interest rate
and currency value fluctuations, the degree of competition in the
geographic and business areas in which Carlsberg and/or Bidco (as
the case may be) and Britvic operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
Carlsberg nor Bidco (as the case may be) nor Britvic, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and
synergies related to future actions and circumstances which, by
their nature, involve risks, uncertainties and contingencies. As a
result, the cost savings and synergies referred to may not be
achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated. Due to
the scale of the Britvic Group, there may be additional changes to
the Britvic Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies
may be materially greater or less than those
estimated.
The
forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Carlsberg Group or the
Britvic Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Other than in accordance with their legal or regulatory
obligations, neither Carlsberg nor Bidco (as the case may be) nor
Britvic is under any obligation, and Carlsberg and/or Bidco (as the
case may be) and Britvic expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Dealing and Opening Position Disclosure
Requirements
Under Rule 8.3(a) of the Takeover 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) of the
Takeover Code applies must be made by no later than 3.30 p.m. on
the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. 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 Takeover 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 p.m. 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 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 a website
In
accordance with Rule 26.1 of the Takeover Code, a copy of this
announcement and the documents required to be published under Rule
26 of the Takeover 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 and
Carlsberg's website at 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.
No
profit forecasts, estimates or quantified benefits
statements
No
statement in this announcement is intended as a profit forecast,
profit estimate or quantified benefits statement for any period and
no statement in this announcement should be interpreted to mean
that earnings or earnings per share for Britvic or Carlsberg for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Britvic or Carlsberg (as the case may be).
Requesting hard copy documents
In
accordance with Rule 30.3 of the Takeover Code, Britvic
Shareholders, persons with information rights and participants in
Britvic Share Plans may request a hard copy of this announcement,
free of charge, by contacting Britvic's registrar, Equiniti
Limited, either in writing to Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom or by calling +44 (0) 121 415
7019. You may also request that all future documents, announcements
and information to be sent to you in relation to the Acquisition
should be in hard copy form. Calls outside the United Kingdom will
be charged at the applicable international rate. Lines are open
between 8.30 a.m. and 5.30 p.m. Monday to Friday excluding public
holidays in England and Wales. For persons who receive a copy of
this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Takeover Code, such
persons may also request that all future documents, announcements
and information to be sent to them in relation to the Acquisition
should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and
certain other information provided by Britvic Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Britvic may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede
them.
General
Carlsberg and/or Bidco (as the case may be) reserves the right
to elect, with the consent of the Panel (where necessary) and
subject to the terms of the Cooperation Agreement, to implement the
Acquisition by way of an Offer as an alternative to the Scheme. In
such an event, an Offer will be implemented on substantially the
same terms, so far as applicable, as those which would apply to the
Scheme (subject to appropriate amendments).
If
the Acquisition is effected by way of an Offer, and such an Offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act
so as to acquire compulsorily the remaining Britvic Shares in
respect of which the Offer has not been accepted.
Investors should be aware that Carlsberg and/or Bidco may
purchase Britvic Shares otherwise than under any Offer or the
Scheme, including pursuant to privately negotiated
purchases.
The
Acquisition will be subject to English law, the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the
Panel, the London Stock Exchange, the FCA, the Listing Rules and
the Registrar of Companies.
Rule
2.9 of the Takeover Code
For
the purposes of Rule 2.9 of the Takeover Code, Britvic confirms
that, as at 5 July
2024, it had in
issue 248,906,262 ordinary shares of 20 pence
each. The International Securities Identification Number (ISIN) for
the ordinary shares is GB00B0N8QD54.
Britvic has a sponsored American Depositary Shares
("Britvic ADS") programme
for which the Bank of New York Mellon acts as the sponsored
depositary bank and registrar. One Britvic ADS represents two
Britvic Shares. The Britvic ADSs are evidenced by American
Depositary Receipts (the "Britvic
ADR"), which trade on OTCQX. The trading symbol for the
Britvic ADRs is BTVCY and the ISIN
is US1111901047.
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
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR
IMMEDIATE RELEASE
8 July 2024
RECOMMENDED CASH
ACQUISITION
of
Britvic PLC
("Britvic")
by
Carlsberg UK Holdings Limited
("Bidco"), a wholly owned subsidiary of Carlsberg A/S
("Carlsberg")
to be effected by means of a
Scheme of Arrangement under Part 26 of the Companies Act
2006
1.
Introduction
The boards of Carlsberg and Britvic
are pleased to announce that they have reached agreement on the
terms of a recommended cash offer to be made by Bidco to acquire
the entire issued and to be issued ordinary share capital of
Britvic (the "Acquisition"). It is intended that the
Acquisition be effected by means of a scheme of arrangement under
Part 26 of the Companies Act (the "Scheme" or "Scheme of Arrangement").
2. The
Acquisition
Under the terms of the Acquisition,
which shall be subject to the Conditions and further terms set out
in Appendix 1 to
this announcement and to be set out in the Scheme Document, Britvic
Shareholders shall be entitled to receive:
1,315 pence for each Britvic Share
(the "Acquisition Value")
The Acquisition Value comprises, for
each Britvic Share:
· 1,290
pence in cash for
each Britvic Share (the "Acquisition Price"); and
· a special dividend payment
of 25 pence per Britvic Share which is expected to be paid by
Britvic prior to the Effective Date (the "Special
Dividend").
The Acquisition values the entire
issued and to be issued ordinary share capital of Britvic at
approximately £3.3 billion on a fully diluted basis and an implied enterprise
value of approximately £4.1
billion.
The Acquisition Value
represents:
· a
premium of approximately 36% to the Closing Price per Britvic Share
of 970 pence on 19 June 2024 (being the Closing Price on the day
prior to speculation around a possible offer);
· an
implied enterprise value multiple of approximately 13.6 times
Britvic's reported adjusted EBITDA of £303 million for the 12 month
period ended 31 March 2024;
· an
implied price to earnings multiple of approximately 20.1 times
Britvic's reported adjusted earnings of £165 million for the 12
month period ended 31 March 2024; and
· a
premium of approximately 47% to the volume-weighted average price
per Britvic Share of 897 pence for the three months to 19 June 2024
(being the Closing Price on the day prior to speculation around a
possible offer).
If, on or after the date of this
announcement and on or prior to the Effective Date, any dividend,
distribution, or other return of value (other than the Special
Dividend) is declared, made, or paid or becomes payable by Britvic,
Bidco reserves the right to reduce the Acquisition Price by an
amount up to the amount of such dividend, distribution or other
return of value in which case any references to the Acquisition
Price will be deemed to be a reference to the Acquisition Price as
so reduced. In such circumstances, eligible Britvic Shareholders
shall be entitled to retain any such dividend, distribution, or
other return of value declared, made, or paid.
Details of the effect of the
Acquisition on Britvic ADS Holders will be set out in the Scheme
Document. The entitlement of Britvic ADS Holders to the Acquisition
Value under the terms of the Acquisition in respect of the Britvic
Shares underlying their Britvic ADS will be determined in
accordance with the terms of the Britvic ADS Programme Deposit
Agreement. Further details are set out in paragraph
17 of this
announcement.
The Acquisition is conditional on the
approval of Britvic Shareholders, the satisfaction of certain
regulatory conditions and the further Conditions and terms set out
in Appendix 1 to
this announcement (which shall be set out in the Scheme
Document).
It is expected that the Scheme
Document, containing further information about the Acquisition
(including an expected timetable of key events) and notices of the
Court Meeting and the General Meeting, together with the Forms of
Proxy, will be published as soon as reasonably practicable and in
any event within 28 days of this announcement or such later date as
Carlsberg and/or Bidco (as the case may be), Britvic and the Panel
agree, and that the Court Meeting and the General Meeting will be
held as soon as practicable thereafter. It is expected that the
Scheme will become Effective (subject to the satisfaction, among
other things, of certain regulatory conditions) during the first
quarter of 2025. The Scheme Document and Forms of Proxy will be
made available to Britvic Shareholders at no charge to
them.
3. Background
to and reasons for the Acquisition
Carlsberg recognises that Britvic is
one of the leading soft drinks businesses in Great Britain, Western
Europe and Brazil. Carlsberg believes that the Acquisition
represents a highly attractive opportunity for Carlsberg and
supports its overall growth ambitions. The Acquisition will build
on Carlsberg's very successful bottling business in the Nordic
region, and deepen and strengthen its footprint in Western Europe,
an important region that offers stable and attractive growth
prospects. Carlsberg's intention is to accelerate commercial and
supply chain investments in Britvic, driving the future growth
trajectory of the business.
Carlsberg has today separately agreed
to acquire Marston's PLC ("Marston's") minority stake in Carlsberg
Marston's Limited ("CMBC"),
conditional only on the approval of Marston's shareholders (if
required, as explained in paragraph 14 of this announcement), thereby
becoming the sole owner of CMBC (the "CMBC Transaction"). CMBC has a strong
portfolio of beer brands alongside a strong distribution and
logistics network. Marston's will remain an important partner for
the new enlarged business, and the long-term Drinks Supply and
Distribution Agreement between Marston's and CMBC will remain in
place on substantially the same terms to ensure availability of
CMBC's brands across Marston's pub estate. The CMBC Transaction is
expected to close in the third quarter of 2024.
Carlsberg intends to create a single
integrated beverage company in the United Kingdom, to be named
Carlsberg Britvic. Carlsberg intends that Carlsberg Britvic shall
be led by a management team comprised of individuals from each of
Carlsberg, CMBC and Britvic. The enlarged business will have a
portfolio of leading brands across the beer and soft drinks
categories. Carlsberg envisages that a phased integration will
start as soon as practicable after completion of the Acquisition
and in conjunction with the Post-Completion Review.
The Combined Group will be able to
take advantage of the highly synergistic relationship between beer
and soft drinks, including within the areas of procurement,
production, warehousing and distribution to increase efficiency and
better serve customer needs. Carlsberg's
portfolio of soft drinks currently accounts for approximately 16%
of total Carlsberg Group volumes and 27% of volumes in Western
Europe.
It is expected that the Acquisition
will further strengthen Carlsberg's close relationship with
PepsiCo, who have been a long-standing partner for Carlsberg in a
number of Carlsberg's core markets across Europe and Asia. PepsiCo
has agreed to waive the change of control clause in the bottling
arrangements it has with Britvic. This waiver will come into
effect should an acquisition of Britvic by
Carlsberg, which has the recommendation of Britvic's board, proceed
to completion. In addition, Carlsberg has
agreed certain terms in respect of bottling arrangements for
Britvic that would come into force on completion of the Acquisition
(as described in paragraph 13
of this announcement). As a result, following
completion Carlsberg is expected to become the largest PepsiCo
bottling partner in Europe.
Carlsberg also owns the second
largest beer business in France, Brasseries Kronenbourg, which
generates sales of approximately DKK6.1 billion
(£0.7 billion) and
employs approximately 1,000 people. Carlsberg believes that this
leading platform provides a compelling opportunity for Britvic's
Teisseire business to enhance its customer and consumer proposition
and its financial performance, for the benefit of the people,
brands and customers of both organisations.
As Carlsberg has no local company
presence in Ireland, it intends to retain Britvic Ireland on an
as-is basis.
Whilst Carlsberg believes there will
be synergies, as described in paragraph 8 of this announcement, to be realised
from the combined scale of Carlsberg, CMBC and Britvic, Carlsberg
has a clear plan to accelerate commercial and supply chain
investments in Britvic driving the future revenue growth trajectory
of the business.
Carlsberg has formed a preliminary
view that the integration of Britvic could deliver annual cost
savings and efficiency improvements in the region of £100 million
(in the region of £75 million on a post-tax basis), which Carlsberg
expects to be delivered over the five years following completion of
the Acquisition. Of these, Carlsberg expects to realise
approximately £80 million (in aggregate) by the end of 2027. The
one-off costs to achieve these annual cost savings are expected to
amount to approximately £83 million, which Carlsberg expects to be
incurred over the five years following completion of the Acquisition. These savings
are expected to be realised across a number of areas including
direct and indirect procurement, supply chain, administration and
overheads and will be achieved from across Carlsberg and Britvic's
combined business. Carlsberg is committed to invest into Britvic
across a number of areas, including into its sales organisation,
and it has identified a number of revenue synergies from the
combination which would be additional to the annual cost savings
and efficiency improvements referred to above. It is noted that,
due to legal requirements in France, the Post-Completion Review
conducted in respect of that jurisdiction will be accompanied by
the appropriate Britvic and Carlsberg works council or trade union
consultations. Accordingly, the Acquisition Value represents an
implied enterprise value multiple of approximately 10.2 times
Britvic's pro forma adjusted EBITDA of £403 million, comprising
Britvic's reported adjusted EBITDA of £303 million for the 12 month
period ended 31 March 2024 plus estimated full run-rate cost
savings and efficiency improvements of £100 million. The Britvic
Equity Value of £3,311 million represents an implied price to
earnings multiple of approximately 13.8 times Britvic's pro forma
adjusted earnings of £240 million, comprising Britvic's reported
adjusted earnings of £165 million for the 12 month period ended 31
March 2024 plus estimated full run-rate post-tax cost savings and
efficiency improvements of £75 million.
Carlsberg expects that the Britvic
Acquisition will be accretive by mid-single-digit percentages to
adjusted EPS for Carlsberg in the first year after completion of
the Britvic Acquisition, and by double-digit percentages in year
two after completion of the Britvic Acquisition.
Carlsberg expects that the Britvic
Acquisition return on invested capital will exceed Carlsberg's
weighted average cost of capital of 7% in year three,
and will increase further in year four, after
completion of the Britvic Acquisition.
The full cash consideration payable
under the terms of the Acquisition, together with certain fees and
expenses in connection with the Acquisition, will be funded through
third party debt incurred by Carlsberg Breweries, a wholly owned
subsidiary of Carlsberg. Such third party debt is to be provided
under the Bridge Facility agreement arranged by BNP Paribas, Danske
Bank A/S and Skandinaviska Enskilda Banken AB (publ).
Carlsberg expects that, following
completion of the Britvic Acquisition, its pro forma net
interest-bearing debt to EBITDA leverage multiple will be
3.5 times pro forma
adjusted EBITDA of £2,044
million.
Carlsberg expects to continue its
conservative capital allocation policy, maintaining its dividend
policy of a pay-out ratio of around 50% of adjusted net profit, and
commitment to its investment grade rating, but is today increasing
its net interest-bearing debt to EBITDA leverage target to 'below
2.5x' from 'below 2.0x' previously. The change follows the
rebalancing of the Carlsberg Group after its exit from Russia and
the anticipated completion of the Britvic Acquisition. Carlsberg
will seek to quickly reduce leverage driven by strong operating
cash flow, thereby aiming for reaching the updated leverage target
during 2027.
4.
Recommendation
The Britvic Directors, who have been
so advised by Morgan Stanley and Europa Partners as to the
financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing their advice to
the Britvic Directors, Morgan Stanley and Europa Partners have
taken into account the commercial assessments of the Britvic
Directors.
Accordingly, the Britvic Directors
intend to recommend unanimously that Britvic Shareholders vote in
favour of the Scheme at the Court Meeting and the Britvic
Shareholders vote in favour of the Resolution(s) to be proposed at
the General Meeting as the Britvic Directors have irrevocably
undertaken to do in respect of their own beneficial holdings
of 457,388 Britvic
Shares representing, in aggregate, approximately
0.2% of the ordinary share
capital of Britvic in issue on 5
July 2024 (being the Latest Practicable
Date prior to this announcement).
5. Background
to and reasons for the recommendation
The Britvic Directors believe
Britvic's success is founded upon the breadth of its portfolio of
strong, family favourite brands, the depth of its customer
relationships, its well-invested infrastructure, the passion,
agility and dedication of its workforce and its long-term
partnership with PepsiCo. In addition, sustainability is embedded
in Britvic's business, strategy and culture, with the aim of
ensuring that Britvic delivers sustainable value for all
stakeholders.
Since the appointment of Simon
Litherland as Chief Executive Officer in 2013, Britvic has built a
consistent track record of sustainable revenue and earnings growth.
Britvic's management refreshed its strategy in 2020 with a view to
ensuring the business was well-placed to access growth
opportunities in the changing consumer and retail landscape across
its markets. This strategy has underpinned continued growth and has
driven excellent returns for shareholders, with total shareholder
returns of 259% (12% annualised) over Simon's tenure, significantly
outperforming all relevant indices.
On 15 May 2024, Britvic reported
excellent results for the first six months of the year ended 31
March 2024, highlighting strong consumer demand for its brands with
robust volume growth which, combined with positive price/mix, led
to revenue and EBIT significantly ahead of the previous year. These
results illustrated the ongoing successful delivery of Britvic's
growth algorithm: combining its scale portfolio with new growth
spaces and markets to deliver growth ahead of the robust soft
drinks category. Britvic also announced its third share buyback of
£75 million, reflecting the strong earnings, free cashflow
generation, and positive outlook. This strong performance has
continued into the third quarter ended 30 June 2024, where, despite
poor weather in Europe, Britvic reported volume growth of 2.2% and
positive price/mix, resulting in revenue growth of 6.3% against a
tough prior year comparable.
Against this backdrop, on 6 June
2024, Britvic received an unsolicited proposal from Carlsberg
regarding a possible cash offer to acquire the entire issued and to
be issued share capital of Britvic at an offer price of 1,200 pence
per Britvic Share. The Britvic Directors rejected this proposal. On
11 June 2024, Carlsberg made a revised proposal at 1,250 pence per
Britvic Share, which was also rejected by the Britvic
Directors.
On 24 June 2024, Carlsberg announced
it had reached agreement with PepsiCo to waive the change of
control clause in the bottling arrangements it has with Britvic.
The waiver will come into effect should an acquisition of Britvic
by Carlsberg, which has the recommendation of Britvic's board,
procced to completion. As set out in paragraph 13, Carlsberg and PepsiCo had reached
this agreement prior to Carlsberg's initial approach to
Britvic.
Following discussions with Carlsberg,
the Britvic Directors received a further proposal from Carlsberg at
1,315 pence per Britvic Share (comprising an Acquisition Price of
1,290 pence per Britvic Share plus a Special Dividend of 25 pence
per Britvic Share).
The Britvic Directors note that the
Acquisition Value of 1,315 pence per Britvic Share
represents:
· a
premium of approximately 36% to the Closing Price per Britvic Share
of 970 pence on 19 June 2024 (being the Closing Price on the day
prior to speculation around a possible offer);
· a
premium of approximately 47% to the volume-weighted average
price per Britvic Share of 897
pence for the three months to 19 June 2024 (being the Closing Price
on the day prior to speculation around a possible
offer);
· an
increase of 115 pence per Britvic Share from the first proposal
received from Carlsberg; and
· an
implied enterprise value multiple of approximately 13.6 times
Britvic's reported adjusted EBITDA of £303 million for the 12 month
period ended 31 March 2024.
In assessing the Acquisition Value of
1,315 pence per Britvic Share, the Britvic Directors have also
given careful consideration to both the outlook of the business and
the strategic position of PepsiCo. In terms of the outlook, the
strong performance and clarity of future growth drivers give the
Britvic Directors belief that Britvic is well-positioned, under the
status quo, to deliver continued sustainable growth. This provides
the Britvic Directors with confidence in Britvic's current and
future prospects. The Directors have also, however, recognised that
the strategic position and future direction of PepsiCo with respect
to its partner network has evolved.
The relationship between Britvic and
PepsiCo dates back to 1987 in Great Britain and to 2007 in Ireland,
and has been hugely successful for both businesses. The Great
Britain bottling agreement was renewed for 20 years in 2020 and the
Ireland agreement comes up for renewal in 2025. Under this joint
stewardship, PepsiCo's market share in Great Britain and Ireland
has significantly increased, with Pepsi MAX becoming the largest
cola variant in Great Britain and overall Pepsi brand value market
share reaching its all-time high of 31.9% during the recent
relaunch activity, a performance which was recognised by PepsiCo as
one of the best in Europe. The partnership has been particularly
successful as it combines the complementary brands of PepsiCo and
Britvic to create a broad portfolio, enabling scale in retail and
solus contract wins in hospitality, with PepsiCo's strong global
collateral delivered through Britvic's highly capable team, systems
and route to market. The PepsiCo portfolio represents around half
of Britvic's revenues.
More recently, PepsiCo has spoken
increasingly openly about an evolution of its strategy and its
ambition to drive the consolidation of its bottling partners across
contiguous markets, in order to strengthen its competitive
position. In selecting these partners, PepsiCo is seeking industry
participants with scale infrastructure across multiple markets,
ultimately enabling the consolidation of bottling into multi-market
anchor bottlers. In this context, Carlsberg and PepsiCo are also
longstanding partners, with Carlsberg being PepsiCo's bottler
across several markets in Northern Europe and Asia, benefiting from
synergies with the international Carlsberg beer-based
infrastructure.
The Britvic Directors also
acknowledge the strategic merits of a combination between Britvic
and Carlsberg, which would create an enlarged international group,
benefiting from Britvic's portfolio of leading brands within the
attractive soft drinks category. The Britvic Directors believe that
the Combined Group would be well-placed to capture growth
opportunities and drive synergies through global scale and
optimisation, while building on Britvic's strength in Great Britain
and Ireland. As such, the Britvic Directors believe that the
combination would deliver a number of strategic benefits to
Britvic's business as part of a large, well-capitalised,
international beer and soft drinks group, positioned to play a
leading role in further industry developments.
The Britvic Directors considered the
Acquisition Value of 1,315 pence per Britvic Share in this context
and believe that this provides Britvic's Shareholders with the
opportunity to receive on completion of the Acquisition the
certainty of cash consideration at a level that reflects the
strength of the Britvic business and its future prospects, and the
challenges of achieving an appropriate future rating and valuation
for Britvic versus its historical range of trading multiples. The
strategic alternative for Britvic would be to continue to pursue
its course as an independent soft drinks company, although with
less certain long-term alignment with regard to its PepsiCo
bottling business.
The Britvic Directors have also taken
account of Carlsberg's intentions for the business, management,
employees, pension schemes and other stakeholders of Britvic. The
Britvic Directors are encouraged and reassured by Carlsberg's
confirmation that it greatly values the skills, experience and
expertise of the Britvic management team and employees, and
attaches great importance to their value and contribution in the
context of the future success of the Combined Group.
Accordingly, following careful
consideration of the above factors, the Britvic Directors intend to
recommend unanimously that Britvic Shareholders vote in favour of
the Scheme.
6. Information
on Carlsberg
Carlsberg is among the world's
largest international brewing groups, with strong market positions
in Western Europe, Central and Eastern Europe and Asia. Carlsberg
holds the number one or two market position by volume in a wide
range of countries across all the regions in which it operates.
Carlsberg's business is primarily in the production, marketing,
distribution, and sale of beer through a portfolio consisting of
international and local premium beer brands as well as portfolios
of strong local mainstream brands. In addition to Carlsberg's beer
operations, Carlsberg's beverage portfolio includes Beyond Beer
brands such as Somersby and Garage as well as a selection of
non-alcoholic beverages including, but not limited to, carbonated
and non-carbonated soft drinks, water, and energy
drinks.
Carlsberg has enjoyed a strong
commercial partnership with PepsiCo for over 25 years and has
exclusive bottling agreements with PepsiCo in Norway, Sweden,
Switzerland, Laos and Cambodia. Carlsberg reported group revenue of
DKK74 billion (£8.6 billion) and operating profit of DKK11 billion
(£1.3 billion) in the year to 31 December 2023. Carlsberg has a
market capitalisation of DKK118
billion (£13
billion) and net interest bearing debt of
DKK22 billion
(£3 billion), and a
credit rating of Baa1 and BBB+ from Moody's and Fitch,
respectively.
7. Information
on Britvic
Britvic is an international soft
drinks business rich in history and heritage. Founded in Great
Britain in the 1930s, Britvic has grown into a global organisation
with 39 much-loved brands sold in over 100 countries. Today,
Britvic's purpose is to make life's everyday moments more
enjoyable. Britvic is dedicated to creating and building brands
that people can trust. Britvic combines its own leading brand
portfolio including Fruit Shoot, Robinsons, Tango, J2O, London
Essence, Teisseire, Plenish, Jimmy's Iced Coffee and MiWadi with
PepsiCo brands such as Pepsi, 7UP and Lipton Ice Tea which Britvic
produces, markets and sells in Great Britain and Ireland under
exclusive agreements with PepsiCo.
Britvic is the largest supplier of
branded still soft drinks and the number two supplier of branded
carbonated soft drinks in Great Britain. Britvic is an industry
leader in Ireland with brands such as MiWadi and Ballygowan, in
France with brands such as Teisseire, Pressade and Moulin de
Valdonne and in Brazil with brands such as Maguary, Bela Ischia,
Extra Power and Dafruta. Britvic is also growing its reach into
other territories through franchising, export and
licensing.
Britvic wants to have a net positive
impact on society. Britvic's Healthier People strategy is focused
on its consumers, employees, and communities. By providing great
tasting drinks that are better for consumers, Britvic helps
consumers make healthier choices with affordable drinks that taste
great. Britvic is building a diverse culture that prioritises
performance, inclusion and wellbeing, and is working hard to make a
positive contribution in the communities it serves. At the same
time, Britvic's Healthier Planet strategy recognises its role in
tackling climate change and using natural resources responsibly,
while also working to minimise the environmental impact of its
packaging. Working together with its many partners, Britvic strives
to be the most dynamic soft drinks company, creating a better
tomorrow.
8. Directors,
management, employees, pensions and locations
Carlsberg's strategic plans and intentions for
Britvic
Carlsberg recognises that Britvic is
one of the leading soft drinks businesses in Great Britain, Europe
and Brazil. It believes that the Acquisition represents a highly
attractive opportunity for Carlsberg and supports its overall
growth ambitions. The Acquisition will build on Carlsberg's very
successful bottling business in the Nordic region, and deepen and
strengthen its footprint in the United Kingdom and Western Europe,
an important region that offers stable and attractive growth
prospects. Carlsberg's intention is to accelerate commercial and
supply chain investments in Britvic, driving the future growth
trajectory of the business.
Carlsberg has today separately agreed
to acquire Marston's minority stake in CMBC, conditional on the
approval of Marston's shareholders (if required, as explained in
paragraph 14),
thereby becoming the sole owner of CMBC (the "CMBC Transaction"). CMBC has a strong
portfolio of beer and ale brands alongside a strong distribution
and logistics network. Marston's will remain an important partner
for the new enlarged business, and the long-term Drinks Supply and
Distribution Agreement between Marston's and CMBC will remain in
place on substantially the same terms to ensure availability of
CMBC's brands across Marston's pub estate. The CMBC Transaction is
expected to close in the third quarter of 2024.
Carlsberg intends to create a single
integrated beverage company in the United Kingdom, to be named
Carlsberg Britvic. Carlsberg intends that Carlsberg Britvic shall
be led by a management team comprised of individuals from each of
Carlsberg, CMBC and Britvic. The enlarged business will have a
portfolio of leading brands across the beer and soft drinks
categories. Carlsberg envisages that a phased integration will
start as soon as practicable after completion of the Acquisition
and in conjunction with the Post-Completion Review.
The Combined Group will be able to
take advantage of the highly synergistic relationship between beer
and soft drinks, including within the areas of procurement,
production, warehousing and distribution to increase efficiency and
better serve customer needs. Carlsberg's
portfolio of soft drinks currently accounts for approximately 16%
of total Carlsberg Group volumes and 27% of volumes in Western
Europe.
It is expected that the Acquisition
will further strengthen Carlsberg's close relationship with
PepsiCo, who have been a long-standing partner for Carlsberg in a
number of Carlsberg's core markets across Europe and Asia. PepsiCo
has agreed to waive the change of control clause in the bottling
arrangements it has with Britvic. This waiver will come into
effect should an acquisition of Britvic by
Carlsberg, which has the recommendation of Britvic's board, proceed
to completion. In addition, Carlsberg has
agreed certain terms in respect of bottling arrangements for
Britvic that would come into force on completion of the Acquisition
(as described in paragraph 13
of this announcement). As a result, following
completion Carlsberg is expected to become the largest PepsiCo
bottling partner in Europe.
Carlsberg also owns the second
largest beer business in France, Brasseries Kronenbourg, which
generates sales of approximately DKK6.1 billion
(£0.7 billion) and
employs approximately 1,000 people. Carlsberg believes that this
strong platform provides a compelling opportunity for Britvic's
Teisseire business to enhance its customer and consumer proposition
and its financial performance, for the benefit of the people,
brands and customers of both organisations.
As Carlsberg has no local company
presence in Ireland, it intends to retain Britvic Ireland on an
as-is basis.
Carlsberg has been granted limited
access to Britvic's senior management during customary confirmatory
due diligence into certain aspects of Britvic's business and
operations. This has enabled it to develop a preliminary strategy
for the Combined Group as well as to make a preliminary assessment
of the potential synergy opportunities.
Carlsberg has formed a preliminary
view that the integration of Britvic could deliver annual cost
savings and efficiency improvements in the region of £100 million
(in the region of £75 million on a post-tax basis), which Carlsberg
expects to be delivered over the five years following completion of
the Acquisition. Of these, Carlsberg expects to realise
approximately £80 million (in aggregate) by the end of 2027. The
one-off costs to achieve these annual cost savings are expected to
amount to approximately £83 million, which Carlsberg expects to be
incurred over the five years following completion of the Acquisition. These savings
are expected to be realised across a number of areas including
direct and indirect procurement, supply chain, administration and
overheads and will be achieved from across Carlsberg and Britvic's
combined business. Carlsberg is committed to invest into Britvic
across a number of areas, including into its sales organisation,
and it has identified a number of revenue synergies from the
combination which would be additional to the cost savings and
efficiency improvements referred to above. It is noted that, due to
legal requirements in France, the Post-Completion Review conducted
in respect of that jurisdiction will be accompanied by the
appropriate Britvic and Carlsberg works council or trade union
consultations.
Upon
completion of the Acquisition, Carlsberg intends to work with the
Britvic leadership team to undertake a detailed review of Britvic's
business to assess how it can be most effectively and efficiently
integrated with Carlsberg's operations (the "Post-Completion Review"). The scope of
the Post-Completion Review will include:
· a
review of the existing and future potential strategy of Britvic,
including an evaluation of opportunities for accelerating
growth;
· a
detailed review of Britvic's operations across each of the markets
in which it operates, noting that the Post-Completion Review in
relation to operations in certain European countries including
France and the Netherlands will, due to the relevant jurisdictions'
legal requirements, be accompanied by the appropriate Britvic and
Carlsberg works council and/or employee representative
consultations;
· a
detailed review of Carlsberg's synergy and cost saving assessment,
primarily focused on the Combined Group's procurement, supply chain and administrative functions.
The review will include the identification
of duplicative roles across Carlsberg's, CMBC's and Britvic's respective businesses
in (i) corporate and head office, including
senior management and roles relating to Britvic's status as a
public listed company, (ii) UK
administrative functions, and (iii) non-UK administrative and sales
functions or similar;
· the
identification of any duplicative locations of business across
Carlsberg's, CMBC's and Britvic's respective businesses;
· the
finalisation of Carlsberg's plans to accelerate commercial and
supply chain investments in Carlsberg Britvic;
· a
review of Britvic's existing innovation and
research operations in partnership with Britvic, ensuring the
function benefits from Carlsberg Group's expertise, scale and
heritage in research and development; and
· the
finalisation of an integration programme designed to minimise
disruption to employees, customers and suppliers whilst delivering
the expected benefits of the Acquisition.
Carlsberg intends to complete the
Post-Completion Review within twelve months of
completion.
Management and employees
Carlsberg greatly values the skills,
experience and expertise of Britvic's management and employees and
attaches great importance to their value and contribution in the
context of the future success of the Combined Group. Identifying
and retaining key staff following completion is of critical
importance to Carlsberg. Carlsberg believes that employees of the
Combined Group will benefit from greater growth and career
opportunities through being part of a larger organisation with a
significantly broader international presence.
As such, Carlsberg intends to
approach employee and management integration, following completion
of the Acquisition, with the aim of retaining and motivating the
best talent across the Combined Group to create a best-in-class
organisation. Carlsberg intends to find practical solutions to
address conscientious and/or religious concerns, if any, from
employees related to the production and sale of alcoholic
beverages. Further details of retention arrangements between
Carlsberg and Britvic management are set out in paragraph
10 of this
announcement.
Carlsberg's intention is to
accelerate commercial and supply chain investments in Britvic,
driving the future growth trajectory of the business. This is
expected to include significant investment in the Combined Group's
sales functions in the UK and Ireland, with the addition of a
significant number of new sales representatives.
Based on Carlsberg's preliminary
assessment, it intends that some duplicative roles
across Carlsberg's, CMBC's and Britvic's
respective businesses in (i) corporate and
head office, including senior management and roles relating to
Britvic's status as a public listed company, (ii)
UK administrative functions, and (iii) non-UK
administrative and sales functions or similar, will no longer be
needed. These intended headcount reductions are expected to amount
to less than approximately 1% across the Combined Group, which is
expected to have a total headcount of approximately 34,500
employees. Carlsberg will only be able to finalise its plans
following the Post-Completion Review (and, insofar as this may
impact operations in France, following the appropriate Britvic and
Carlsberg works council or trade union consultations).
The planning, preparation,
finalisation and implementation of any possible headcount
reductions will be subject to comprehensive planning and
appropriate engagement with stakeholders, including affected
employees and prior consultation of appropriate employee
representative bodies. It is anticipated that efforts will be made
to mitigate headcount reductions made as a result of redundancies,
via natural attrition, the elimination of vacant roles and
alternative job opportunities. Any individuals impacted will be
treated in a manner consistent with Carlsberg's high standards,
culture and practices.
Carlsberg confirms that, upon
completion of the Acquisition, the existing contractual and
statutory employment rights of all management and employees of
Britvic and its subsidiaries will be fully safeguarded in
accordance with applicable law.
Incentivisation and retention arrangements
Other than as set out in
paragraph 10 of
this announcement, Carlsberg has not entered into, nor has it had
discussions on or proposals to enter into, any form of
incentivisation arrangements with members of Britvic
management.
Location of business, fixed assets and
headquarters
Subject to the Post-Completion
Review, Carlsberg does not intend to undertake any material change
in the locations of Britvic's business nor to change the location
of the Britvic headquarters nor to redeploy the fixed assets of
Britvic.
Carlsberg intends that the current
Britvic UK head office at Breakspear Park, Hemel Hempstead, will
become the head office for the Carlsberg Britvic business.
Carlsberg does not intend that the Acquisition will result in any
change in the function of the Britvic headquarters.
As Carlsberg has no local company
presence in Ireland, it intends to retain Britvic Ireland on an
as-is basis.
Carlsberg does not intend that the
Acquisition will result in the closure of any of Britvic's existing
production facilities.
Innovation, research and development
Carlsberg intends to maintain
Britvic's position at the forefront of the carbonated and
non-carbonated soft drinks industry and to continue to innovate
through employing the best talent to continue to drive industry
leading new product development.
As part of the Post-Completion
Review, Carlsberg intends to undertake a detailed review of the
existing innovation and research operation in partnership with the
Britvic management team, ensuring the function benefits from
Carlsberg's international expertise, scale and heritage in research
and development.
Pension schemes
Carlsberg does not intend to make any
changes to the agreed employer contributions to the Britvic
existing defined benefit and defined contribution pension schemes
(including with regard to any current arrangements for the funding
of any scheme deficit in the defined benefit pension schemes) or to
make any changes to the accrual of benefits for existing members or
the admission of new members to such pension schemes following
completion of the Acquisition.
Trading Facilities
Britvic is currently admitted to the
premium listing segment of the Official List and to trading on the
Main Market of the London Stock Exchange and, as set out in
paragraph 16 of
this announcement, applications will be
made to the FCA and the London Stock Exchange for the cancellation
of the listing of Britvic Shares on the Official List and the
cancellation of trading of the Britvic Shares on the Main Market of
the London Stock Exchange.
It is also intended that, following
the Effective Date, Britvic's ADS Programme will be terminated and
the listing of Britvic ADRs on OTCQX will be terminated.
It is also intended that, following
the Effective Date and de-listing, Britvic will be re-registered as
a private company.
No statements in this
paragraph 8 constitute "post-offer undertakings" for the purposes of Rule
19.5 of the Takeover Code.
9. Britvic
Share Plans
Participants in the Britvic Share
Plans will be contacted regarding the effect of the Acquisition on
their rights under the Britvic Share Plans and, where required,
appropriate proposals shall be made to such participants pursuant
to Rule 15 of the Takeover Code in due course.
Further details of the terms of such
proposals shall be included in the Scheme Document (or, if
Carlsberg has elected (with the consent of the Panel and subject to
the terms of the Cooperation Agreement) to exercise its right to
implement the Acquisition by way of an Offer, the Offer Document)
and in separate letters to be sent to participants in the Britvic
Share Plans.
10.
Arrangements between Carlsberg and Britvic Management
Britvic wishes to incentivise and
retain key employees in the Britvic business in order to ensure
successful completion of the Acquisition and to protect the
business to be acquired. Accordingly, Carlsberg has acknowledged
that Britvic may implement certain employee retention awards of an
aggregate value up to a maximum of £16.5 million (gross) for
between 130 and 180 Britvic Group employees identified by Britvic
as being business critical (the "Retention
Arrangements"). Up to 50 per cent. of such
awards will be payable as soon as reasonably practicable following
Britvic ceasing to be listed on the Official List of the London
Stock Exchange and the balance as soon as reasonably practicable
following the date falling nine months after the Effective Date,
subject to the relevant employees being employed by the Britvic
Group or Carlsberg Group on, and not having resigned prior to, the
relevant payment date except that where the relevant employee has,
on or prior to the payment date, been subject to a Qualifying
Termination or given or received notice of Qualifying Termination
in which case payment shall be made in full within 30 days of the
date of such Qualifying Termination if earlier.
As part of the Retention
Arrangements, Simon Litherland, Chief Executive Officer of the
Britvic Group, and Rebecca Napier, Chief Financial Officer of the
Britvic Group, will each be entitled to receive cash payments of
175 per cent. of their annual base salaries, respectively, less any
legally required deductions, subject to the completion of the
Acquisition and Britvic ceasing to be listed on the Official List
of the London Stock Exchange (the "Executive Retention Arrangements").
Confirmation from Morgan Stanley
and Europa Partners
As required by, and solely for the
purposes of, Rule 16.2 of the Takeover Code, Morgan Stanley and
Europa Partners have (in their capacity as independent advisers to
Britvic for the purposes of Rule 3 of the Takeover Code) reviewed
the terms of the Retention Arrangements and the Executive Retention
Arrangements as described above, together with other information
deemed relevant by them and advised Britvic that the Retention
Arrangements and the Executive Retention Arrangements are fair and
reasonable. In providing their advice, Morgan Stanley and Europa
Partners have taken into account the commercial assessments of the
Britvic Directors.
11.
Financing
The full cash consideration payable
under the terms of the Acquisition, together with certain fees and
expenses in connection with the Acquisition, will be funded through
third party debt incurred by Carlsberg Breweries, a wholly owned
subsidiary of Carlsberg. Such third party debt is to be provided
under a bridge facility agreement arranged by BNP Paribas, Danske
Bank A/S and Skandinaviska Enskilda Banken AB (publ). The funds
will be made available by Carlsberg Breweries to Bidco.
Nomura, financial adviser to
Carlsberg, confirms that it is satisfied that sufficient resources
are available to Bidco to satisfy in full the cash consideration
payable to Britvic Shareholders under the terms of the
Acquisition.
Further information on the financing
of the Acquisition will be set out in the Scheme
Document.
12.
Offer-related Arrangements
Confidentiality
Agreement
Carlsberg Breweries and Britvic
entered into a confidentiality agreement on 21 June 2024 (the
"Confidentiality
Agreement"), pursuant to which, among other things,
Carlsberg Breweries and Britvic have undertaken to keep information
relating to each other confidential and not to disclose it to third
parties (other than to certain authorised recipients) unless
required by law or regulation. Carlsberg Breweries and Britvic have
also undertaken to use confidential information relating to each
other only in connection with the Acquisition, it being
acknowledged, however, that nothing in the Confidentiality
Agreement shall restrict Carlsberg Breweries from engaging in
further discussions with PepsiCo and PCS, provided no confidential
information is shared with PepsiCo and PCS. These obligations shall
remain in force for a period of 18 months from the date of the
Confidentiality Agreement or until completion of the
Acquisition.
The Confidentiality Agreement also
contains mutual undertakings from Carlsberg Breweries and Britvic
to not, for a period of one year from the date of the
Confidentiality Agreement, solicit or employ (subject to certain
customary exceptions) certain of each other's employees, officers
or senior managers.
Carlsberg has also agreed to
customary standstill arrangements pursuant to which Carlsberg has
agreed (subject to certain customary exceptions) that it shall not
(among other things) acquire Britvic Shares or any interest in any
Britvic Shares without the prior written consent of Britvic. These
restrictions fall away immediately following the making of this
announcement.
Cooperation Agreement
Pursuant to a cooperation agreement
dated on or around the date of this announcement between Britvic
and Bidco (the "Cooperation
Agreement"), among other things: (i) Britvic and Bidco have
agreed to certain undertakings to co-operate and provide each other
with information, assistance and access in a timely manner in
relation to the filings, notifications or submissions as are
necessary for the purposes of satisfying the regulatory conditions;
(ii) Bidco has agreed to provide Britvic with certain information
for the purposes of the Scheme Document and to otherwise assist
with the preparation of the Scheme Document; (iii) Bidco and
Britvic have agreed to certain provisions providing Bidco with the
ability to effect the Acquisition by way of a takeover offer rather
than the Scheme (and Bidco and Britvic have agreed to certain
customary provisions if Bidco elects to implement the Acquisition
by means of a takeover offer); and (iv) Britvic and Bidco have
agreed certain arrangements in respect of Britvic's employees and
the Britvic Share Plans, as well as directors' and officers'
insurance.
Pursuant to the Cooperation
Agreement, Bidco shall use, and shall procure that each member of
the Carlsberg Group shall use, all reasonable endeavours to achieve
and otherwise satisfy the regulatory conditions as promptly as
reasonably practicable (and, in any event, in sufficient time so as
to enable the Effective Date to occur prior to the Long Stop Date)
provided that all reasonable endeavours shall require Bidco to
take, or agree to take all actions necessary to satisfy the
regulatory conditions set out in paragraphs 3.1 and 3.2 of Part
A of Appendix
1 to this announcement (including accepting
any relevant remedies), in each case except to the extent that such
actions would, individually or in the aggregate, be of material
significance to Bidco in the context of the Acquisition (as such
material significance standard is or would fall to be determined by
the Panel under the Takeover Code), in which case Bidco shall not
be required to take, or agree to take, such actions.
The Cooperation Agreement shall be
terminated with immediate effect (amongst others): (a) if Bidco and
Britvic so agree in writing at any time prior to the Effective
Date; (b) upon service of written notice by Bidco to Britvic, if
the Britvic Directors change their recommendation in certain
circumstances; (c) upon service of written notice by either Bidco
to Britvic or Britvic to Bidco, if: (i) the Scheme is not approved
by the requisite majority of Britvic Shareholders at the Court
Meeting or the Resolutions are not passed by the requisite majority
of Britvic Shareholders at the General Meeting; (ii) the Court
Meeting and/or the General Meeting are not held on or before the
22nd day after the expected date of the Court Meeting
and/or General Meeting; (iii) the Court makes a final determination
not to sanction the Scheme; (iv) prior to the Long Stop Date, any
Condition has been invoked by Bidco (where the invocation of the
relevant Condition has been specifically permitted by the Panel);
(v) prior to the Long Stop Date, a "competing proposal" (as defined
therein) is recommended in whole or in part by the Britvic Board or
completes, becomes effective or is declared or becomes
unconditional; or (vi) if the Acquisition lapses, terminates or is
withdrawn on or prior to the Long Stop Date other than: (A) as a
result of Bidco's right to switch to a takeover offer; or (B) it is
otherwise to be followed within six business days by a firm offer
announcement made by Bidco (or a person acting in concert with
Bidco) to implement the Acquisition by a different offer or scheme
on substantially the same or improved terms and which is (or is
intended to be) recommended by the Britvic Directors.
Confidentiality and Joint Defense Agreement
On 28 June 2024, Carlsberg Breweries,
Britvic and their respective external regulatory counsel entered
into a confidentiality and joint defense agreement, the purpose of
which is to ensure that the exchange and/or disclosure of certain
materials relating to the parties and in relation to, in
particular, the anti-trust and regulatory workstream only takes
place between their respective external regulatory counsel and
external experts, and does not diminish in any way the
confidentiality of such materials and does not result in a waiver
of any privilege, right or immunity that might otherwise be
available.
Clean Team Agreement
Carlsberg Breweries and Britvic
entered into a clean team agreement dated 28 June 2024 (the
"Clean Team Agreement"),
the purpose of which is to set out the terms governing the
disclosure of commercially sensitive information by or on behalf of
Britvic to certain specified employees of Carlsberg who are not
involved in the day-to-day commercial or strategic operations and
decisions of Carlsberg and their external advisers only, as well as
the related analysis, reporting and potential return or destruction
of such information.
13.
Arrangements with PepsiCo
Britvic has certain exclusive
bottling arrangements with PepsiCo to manufacture, sell and
distribute in Great Britain, Northern Ireland and the Republic of
Ireland with respect to certain non-alcoholic ready-to-drink
beverages (the "Britvic Bottling
Appointments"), which contain change of control provisions.
Completion of the Acquisition, and thereby the change in control of
Britvic, without the prior consent of PepsiCo would give rise to a
right by PepsiCo to terminate the Britvic Bottling Appointments
(the "Change of
Control").
Carlsberg, PepsiCo and one of
PepsiCo's affiliates, Portfolio Concentrate Services U.C.
("PCS") have entered into
an agreement on 31 May 2024 (the "Franchise Rights Agreement") under
which, amongst other things, PepsiCo and PCS have agreed to waive
the right to terminate the Britvic Bottling Appointments in the
event of the Change of Control, with effect from immediately prior
to the completion of the Acquisition (as defined below) provided
that completion occurs prior to (but subject to certain provisos) 1
August 2025.
As part of the Franchise Rights
Agreement, Carlsberg, PepsiCo and PCS have agreed the terms of
concentrate and marketing agreements and business development
agreements for the relevant markets. Furthermore, Carlsberg,
PepsiCo and PCS have also agreed that they will negotiate with each
other, each acting reasonably and in good faith, with a view to
settling on terms of new exclusive long-term bottling appointments
for Britvic to manufacture, sell and distribute in Great Britain,
Northern Ireland and the Republic of Ireland (together with the
marketing agreements and business development agreements referred
to above, the "New Bottling
Appointments") and entering into the New Bottling
Appointments at or promptly following completion of Acquisition and
in any event by (but subject to certain provisos) 1 August
2025.
For the purposes of this agreement,
completion of the Acquisition means, if the Acquisition is effected
by way of a contractual offer, such offer becoming or being
declared unconditional or if effected by way of a scheme of
arrangement, such scheme of arrangement becoming effective
provided, in either case, that upon such acquisition, Carlsberg
shall hold at least 75% (or with the prior written consent of
PepsiCo, such lower percentage (being more than 50%) as Carlsberg
shall determine) of the share capital of Britvic.
PepsiCo and PCS have agreed that they
will not for the period of 12 months from the date of the Franchise
Rights Agreement, either alone or acting in concert with others,
acquire, agree or offer to acquire, or otherwise become interested
in any transferable securities of Britvic without the prior consent
of Carlsberg.
Carlsberg and PepsiCo Lipton
International Limited have entered into a franchise rights
agreement on 31 May 2024 under which the parties thereto have
agreed to use reasonable endeavours to agree in good faith the form
of certain new long-term franchise agreements with respect to Great
Britain, Northern Ireland and the Republic of Ireland, the
structure and non-commercial terms of which shall be in
substantially the same form as the analogous franchise agreements
referred to above unless otherwise specified in the heads of terms
attached to the agreement.
14.
Arrangements with Marston's
The CMBC Transaction constitutes a
Class 1 transaction for Marston's under the current Listing Rules
and is, therefore, as at the date of this announcement, conditional
on Marston's shareholders passing a resolution approving the CMBC
Transaction (the "Marston's
Shareholder Approval Condition"). The CMBC Transaction is
not subject to any other conditions. The Marston's Shareholder
Approval Condition can be waived by Marston's (at its discretion)
to take account of the fact that the Listing Rules, which are
applicable to Marston's, are expected to change in the Summer of
2024 in a manner that would mean the Marston's Shareholder Approval
Condition is no longer required for Class 1 transactions. If the UK
Listing Rules are amended within an appropriately short time frame,
the Marston's directors propose to waive the Marston's Shareholder
Approval Condition. If the Listing Rules are not amended within an
appropriately short time frame, the directors of Marston's will
seek shareholder approval for the CMBC Transaction.
15.
Structure of the Acquisition
It is intended that the Acquisition
will be implemented by means of a Court-approved scheme of
arrangement between Britvic and Britvic Shareholders under Part 26
of the Companies Act, although Carlsberg and/or Bidco reserves the
right to implement the Acquisition by means of an Offer (subject to
the consent of the Panel and the terms of the Cooperation
Agreement).
The purpose of the Scheme is to
provide for Bidco to become the holder of the entire issued and to
be issued share capital of Britvic. This is to be achieved by the
transfer of the Britvic Shares to Bidco, in consideration of which
the Britvic Shareholders who are on the register of members at the
Scheme Record Time shall receive cash consideration on the basis
set out in paragraph 2 of this announcement. The transfer of the Britvic Shares to
Bidco will result in Britvic becoming a wholly owned subsidiary of
Bidco.
The Acquisition is subject to the
Conditions and further terms set out below and in
Appendix 1 to this
announcement and to be set out in the Scheme Document and will only
become Effective if, among other things, the following events occur
on or before 11.59 p.m. on the Long Stop Date:
(i) the approval of the
Scheme by a majority in number of the Britvic Shareholders who are
present and vote (and are entitled to vote), whether in person or
by proxy, at the Court Meeting and who represent 75% or more in
value of the Britvic Shares voted by such Britvic
Shareholders;
(ii) the Resolutions
required to approve and implement the Scheme being duly passed by
Britvic Shareholders representing the requisite majority or
majorities of the votes cast at the General Meeting;
(iii) competition law
approvals from the CMA and European Commission being
obtained;
(iv) the sanction of the
Scheme by the Court (with or without modification but subject to
any modification being on terms acceptable to Britvic and Bidco);
and
(v) following such sanction,
the delivery of a copy of the Court Order to the Registrar of
Companies.
The Conditions in paragraph
2 of Part A of Appendix 1 to this announcement
provide, among other things, that the Scheme will lapse
if:
· the
Court Meeting and/or the General Meeting are not held by the
22nd day after the expected date for such meetings that
shall be specified in the Scheme Document in due course (or such
later date as may be agreed between Carlsberg and
Britvic);
· the
Sanction Hearing is not held by the 22nd day after the
expected date of such hearing to be set out in the Scheme Document
in due course (or such later date as may be agreed between Bidco
and Britvic); or
· the
Scheme does not become Effective by 11.59 p.m. on the Long Stop
Date,
provided, however, that the deadlines
for the timing of the Court Meeting and the General Meeting as set
out above may be waived by Bidco, and the Long Stop Date may be
extended by agreement between Britvic and Bidco and with the
consent of the Panel and (where relevant) the Court. Subject to
satisfaction (or waiver, where applicable) of the Conditions, the
Scheme is expected to become Effective during the first quarter of
2025.
Upon the Scheme becoming Effective:
(i) it shall be binding on all Britvic Shareholders, irrespective
of whether or not they attended or voted at the Court Meeting or
the General Meeting (and, if they voted, irrespective of whether or
not they voted in favour); and (ii) any share certificates in
respect of Britvic Shares will cease to be valid and should be
destroyed, and entitlements to Britvic Shares held within the CREST
system will be cancelled.
The terms of the Scheme will provide
that the Britvic Shares acquired under the Scheme shall be acquired
fully paid and free from all liens, equitable interests, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including,
without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any)
declared, made or paid, or any other return of value (whether by
reduction of share capital or share premium account or otherwise)
made, on or after the Effective Date. Those Britvic Shareholders
who are eligible (by reference to the record date chosen by Britvic
if the Special Dividend is paid) will be entitled to retain the
Special Dividend.
Further details of the Scheme,
including an indicative timetable for its implementation, shall be
set out in the Scheme Document. It is expected that the Scheme
Document and the Forms of Proxy accompanying the Scheme Document
for use at the Court Meeting and the General Meeting will be
distributed to Britvic Shareholders as soon as reasonably
practicable and in any event within 28 days of the date of this
announcement or such later date as Britvic, Bidco and the Panel may
agree, and that the Court Meeting and the General Meeting will be
held as soon as practicable thereafter. The Scheme Document and
associated Forms of Proxy will be made available to all Britvic
Shareholders at no charge to them.
16.
Delisting, and cancellation of trading and re‑registration
It is intended that the London Stock
Exchange and the FCA will be requested respectively to cancel
trading of Britvic Shares on the Main Market of the London Stock
Exchange and the listing of Britvic Shares from the premium listing
segment of the Official List to take effect on or shortly after the
Effective Date.
It is expected that the last day of
dealings in Britvic Shares on the Main Market of the London Stock
Exchange will be the Business Day immediately prior to the
Effective Date and no transfers will be registered after 6.00 p.m.
on that date.
It is intended that Britvic will be
re-registered as a private limited company and for this to take
effect as soon as practicable on or following the Effective
Date.
17. The
Britvic ADS Programme
The Britvic Shares underlying the
Britvic ADS Programme will be included in the Acquisition. The
entitlement of Britvic ADS Holders to receive the Acquisition Value
under the terms of the Acquisition in respect of the Britvic Shares
underlying their Britvic ADS will be determined in accordance with
the terms and conditions of the Britvic ADS Programme Deposit
Agreement.
It is intended that, following the
Effective Date, the Britvic ADS Programme and the listing of the
Britvic ADRs on the OTCQX will be terminated.
In addition, Britvic ADS Holders will
not be entitled to vote directly on the Scheme or the Acquisition.
Britvic ADS Holders will have the right to instruct the Depositary
how to vote the Britvic Shares in respect of the Britvic Shares
underlying their Britvic ADS, subject to and in accordance with the
terms and conditions of the Britvic ADS Programme Deposit
Agreement. Britvic ADS Holders should take particular notice of the
deadline for providing voting instructions, which may be earlier
than that applicable to holders of Britvic Shares.
Britvic ADS Holders that wish to vote
directly on the Scheme and the Acquisition must surrender their
Britvic ADS to the Depositary, pay the Depositary's fees and
charges in accordance with the Britvic ADS Programme Deposit
Agreement and become holders of Britvic Shares prior to the Voting
Record Time, and in each case subject to and in accordance with the
terms of the Britvic ADS Programme Deposit Agreement. Britvic ADS
Holders that wish to vote directly on the Scheme and the
Acquisition should take care to surrender their Britvic ADS in time
to permit processing to be completed by the Depositary and its
custodian prior to the Voting Record Time. Britvic ADS Holders that
hold Britvic ADS through a broker or other securities intermediary
should contact the intermediary to determine the date by which they
must instruct that intermediary to act in order that the necessary
processing can be completed on time.
18.
Disclosure of interests in Britvic
As at the close of business on the
Latest Practicable Date prior to the date of this announcement and
so far as Carlsberg is aware, neither Bidco nor any of its
directors or any person acting, or deemed to be acting, in concert
(within the meaning of the Takeover Code) with Bidco:
· had
any interest in, or right to subscribe for, or had any arrangement
in relation to, Britvic Shares or any relevant securities of
Britvic;
· had
any short position in relation to any Britvic Shares or any
relevant securities of Britvic, whether conditional or absolute and
whether in the money or otherwise, including any short position
under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, any Britvic Shares or any relevant securities of
Britvic;
· had
any dealing arrangement of the kind referred to in Note 11 on the
definition of "acting in concert" in the Takeover Code, in relation
to Britvic Shares or in relation to any securities convertible or
exchangeable into Britvic Shares; or
· has
borrowed or lent any Britvic Shares or relevant securities of
Britvic (including, for these purposes, any financial or collateral
arrangements of the kind referred to in Note 3 on Rule 4.6 of the
Takeover Code).
"Interests in securities" for these
purposes arise, in summary, where a person has long economic
exposure, whether absolute or conditional, to changes in the price
of securities (and a person who has a short position in securities
is not treated as interested in those securities). In particular, a
person shall be treated as having an "interest" by virtue of the
ownership, voting rights or control of securities, or by virtue of
any agreement to purchase, option in respect of, or derivative
referenced to, securities.
19.
General
Carlsberg and/or Bidco (as the case
may be) reserves the right to elect (with the consent of the Panel
and subject to the terms of the Cooperation Agreement) to implement
the Acquisition by way of an Offer for the entire issued and to be
issued share capital of Britvic as an alternative to the
Scheme.
In such event, the Offer shall be
implemented on substantially the same terms, so far as applicable,
and subject to the terms of the Cooperation Agreement, as those
which would apply to the Scheme, subject to appropriate amendments,
including, without limitation, the inclusion of an acceptance
condition set (subject to the Cooperation Agreement) at a level
permitted by the Panel. Further, if sufficient acceptances of such
Offer are received and/or sufficient Britvic Shares are otherwise
acquired to do so, it would be the intention of Carlsberg and/or
Bidco (as the case may be) to apply the provisions of the Companies
Act to acquire compulsorily any outstanding Britvic Shares to which
the Offer relates. As referred to in paragraph 13 above, in order for the waiver of
the Change of Control to be effective, completion of the
Acquisition must take place prior to (subject to certain provisos)
1 August 2025 and for these purposes, completion of the Acquisition
means, if the Acquisition is effected by way of a contractual
offer, such offer becoming or being declared unconditional with
Carlsberg holding at least 75% (or with the prior written consent
of PepsiCo, such lower percentage (being more than 50%) as
Carlsberg shall determine) of the share capital of Britvic.
Accordingly, if Carlsberg wishes the waiver of the Change of
Control to be effective, Carlsberg will not be able to reduce the
threshold in any acceptance condition in respect of the Offer to a
level below 75% without the prior written consent of
PepsiCo.
The Acquisition shall be made subject
to the Conditions and further terms set out in Appendix 1 to this announcement and to
be set out in the Scheme Document. The bases and sources of certain
financial information contained in this announcement are set out
in Appendix 2 to
this announcement. Certain terms used in this announcement are
defined in Appendix 4 to this announcement.
It is expected that the Scheme
Document will be published as soon as reasonably practicable and in
any event within 28 days of this announcement or such later date as
Britvic, Carlsberg and/or Bidco (as the case may be) and the Panel
agree, and that the Court Meeting and the General Meeting will be
held as soon as practicable thereafter. It is expected that the
Scheme will become Effective (subject to, among other things, the
satisfaction of certain regulatory conditions) during the first
quarter of 2025. The Scheme Document and Forms of Proxy will be
made available to Britvic Shareholders at no charge to
them.
Nomura, Morgan Stanley and Europa
Partners have each given and not withdrawn its consent to the
publication of this announcement with the inclusion herein of the
references to its name in the form and context in which it
appears.
20.
Documents
Copies of the following documents
will be available promptly on Carlsberg's website at
https://www.carlsbergroup.com, and Britvic's website at
https://www.britvic.com, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, and in any event
by no later than noon on the Business Day following this
announcement:
· this
announcement;
· the
Confidentiality Agreement;
· the
Clean Team Agreement;
· the
Cooperation Agreement;
· the
Confidentiality and Joint Defense Agreement;
· the
irrevocable undertakings summarised in Appendix 3 to this
announcement;
· the
documents entered into for the financing of the Acquisition
referred to in paragraph 11
above, including the Bridge Facility;
and
· the
consent from Nomura, Morgan Stanley and Europa Partners to being
named in this announcement.
Neither the content of the websites
referred to in this announcement, nor any website accessible from
hyperlinks set out in this announcement, is incorporated into or
forms part of this announcement.
Enquiries
Carlsberg and Bidco
|
|
Peter Kondrup, Investor
Relations
Kenni Leth, Media
Relations
|
+45 2219 1221
+45 5171 4368
|
Nomura International plc
(Financial Adviser to Carlsberg)
|
|
Adrian Fisk
Henry Phillips
Oliver Donaldson
|
+44 (0) 20 7102 1000
|
Brunswick Group (PR Adviser to Carlsberg)
|
|
Susan Gilchrist
Max McGahan
Tom Pigott
carlsberg@brunswickgroup.com
|
+44 (0) 20 7404 5959
|
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)
Jan Skarbek
Dominic King
|
+44 (0) 20 7451 4542
|
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
|
Baker McKenzie LLP is acting as legal
adviser to Carlsberg.
Linklaters LLP is acting as legal adviser to Britvic.
Inside Information
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) No. 596/2014 (as applicable
in Denmark as well as the United Kingdom by incorporation into law
by virtue of the European Union (Withdrawal) Act 2018 as amended by
virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019).
Upon the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to
be in the public domain.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Britvic in
any jurisdiction in contravention of applicable law. The
Acquisition will be made and implemented solely pursuant to the
terms of the Scheme Document (or if the Acquisition is implemented
by way of an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of,
or other response to, the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or if
the Acquisition is implemented by way of an Offer, the Offer
Document).
Britvic and Bidco will prepare the Scheme Document (or if the
Acquisition is implemented by way of an Offer, the Offer Document)
to be distributed to Britvic Shareholders. Britvic urges Britvic
Shareholders to read the Scheme Document (or if the Acquisition is
implemented by way of an Offer, the Offer Document) when it becomes
available because it will contain important information relating to
the Acquisition.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
The
statements contained in this announcement are made as at the date
of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this announcement since such
date.
Disclaimers
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 advisor to Britvic PLC and
to no one else. Morgan Stanley is authorised by the PRA and
regulated by the FCA and the PRA. In connection with such matters,
Morgan Stanley's and its affiliates' 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 their
clients or for providing advice in connection with the matters
described in this announcement 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 possible offer 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 possible
offer. 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 possible offer, this announcement, any
statement contained herein or otherwise.
Overseas jurisdictions
The
release, publication or distribution of this announcement in or
into jurisdictions other than the United Kingdom may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the United Kingdom and Denmark should
inform themselves about, and observe, any applicable requirements.
Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code, the
Listing Rules, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England or
Denmark.
The
availability of the Acquisition to Britvic Shareholders who are not
resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Any person (including, without limitation, nominees, trustees and
custodians) who would, or otherwise intends to, forward this
announcement, the Scheme Document or any accompanying document to
any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any
action. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Britvic Shares with respect to
the Scheme at the Court Meeting, or to appoint another person as
proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are
located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer
Document).
Unless otherwise determined by Carlsberg and/or Bidco (as the
case may be) or required by the Takeover Code, and permitted by
applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into, from, or by the use of
mails or any means or instrumentality (including, but not limited
to, facsimile, e‑mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of, any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Scheme by
any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send such documents in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in, into, from, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile,
e‑mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be
included in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer
Document).
Notice to U.S. Britvic Shareholders
The
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy
solicitation rules under the U.S. Securities Exchange Act of 1934
(the "U.S. Exchange Act").
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of the tender offer and proxy solicitation rules under
the U.S. Exchange Act. The financial information included in this
announcement has been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may
not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
If,
in the future, Carlsberg and/or Bidco (as the case may be)
exercises its right to implement the Acquisition by way of an
Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable laws and regulations of
the United Kingdom and the United States, including any applicable
exemptions under the U.S. Exchange Act.
Carlsberg and Bidco and Britvic are located in a non-U.S.
jurisdiction, and some or all of their officers and directors may
be residents of a non-U.S. jurisdiction. As a result, U.S. holders
of Britvic Shares or U.S. holders of Britvic ADSs may not be able
to effect service of process upon a non-U.S. company or its
officers or directors or to enforce against them a judgement of a
U.S. court for violations of the federal or state securities laws
of the United States.
In
accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Carlsberg, Bidco, certain
affiliated companies and their nominees or brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Britvic Shares outside of the U.S., other
than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, Nomura will continue to act as an exempt principal
trader in Britvic Shares on the London Stock Exchange. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any such purchases
will not be made at prices higher than the price of the Acquisition
provided in this announcement unless the price of the Acquisition
is increased accordingly. Any information about such purchases will
be disclosed as required in the United Kingdom, will be reported to
a Regulatory Information Service and will be made available on the
London Stock Exchange website, www.londonstockexchange.com.
To the extent that such information is required to be publicly
disclosed in the United Kingdom in accordance with applicable
regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.
U.S. Britvic Shareholders should also be aware that the
transaction contemplated herein may have tax consequences in the
U.S. and, that such consequences, if any, are not described herein.
U.S. Britvic Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
Neither the Acquisition nor this announcement have been
approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have such authorities
approved or disapproved or passed judgement upon the fairness or
the merits of the Acquisition, or determined if the information
contained in this announcement is adequate, accurate or complete.
Any representation to the contrary is a criminal offence in the
United States.
Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Carlsberg and/or
Bidco (as the case may be) and Britvic contain statements which
are, or may be deemed to be, "forward-looking
statements".
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Carlsberg and/or Bidco (as the
case may be) and Britvic about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on
Carlsberg and/or Bidco (as the case may be)and Britvic (including
their future prospects, developments and strategies), the expected
timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such
as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward
looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Carlsberg's and/or Bidco's (as the case may be),
Britvic's, any member of
the Carlsberg Group or any member of the Britvic
Group's, operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of global economic conditions and governmental regulation
on Carlsberg's and/or Bidco's (as the case may be),
Britvic's, any member of
the Carlsberg Group or any member of the Britvic
Group's,
business.
Although Carlsberg and/or Bidco (as the case may be) and
Britvic believe that the expectations reflected in such
forward-looking statements are reasonable, Carlsberg and/or Bidco
(as the case may be) and Britvic can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in the
global political, economic, business and competitive environments
and in market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or disposals; changes in general economic and business conditions;
changes in the behaviour of other market participants; changes in
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which Carlsberg and/or Bidco (as the
case may be) and Britvic operate; weak, volatile or illiquid
capital and/or credit markets; changes in tax rates, interest rate
and currency value fluctuations, the degree of competition in the
geographic and business areas in which Carlsberg and/or Bidco (as
the case may be) and Britvic operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
Carlsberg nor Bidco (as the case may be) nor Britvic, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and
synergies related to future actions and circumstances which, by
their nature, involve risks, uncertainties and contingencies. As a
result, the cost savings and synergies referred to may not be
achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated. Due to
the scale of the Britvic Group, there may be additional changes to
the Britvic Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies
may be materially greater or less than those
estimated.
The
forward-looking statements speak only at the date of this
announcement. All subsequent oral or written
forward-looking statements attributable to any member of the
Carlsberg Group or the Britvic Group, or any of
their respective associates, directors, officers, employees or
advisers, are expressly qualified in their
entirety
by
the cautionary statement above.
Other than in accordance with their legal or regulatory
obligations, neither Carlsberg nor Bidco (as the case may be) nor
Britvic is under any obligation, and Carlsberg and/or Bidco (as the
case may be) and Britvic expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Dealing and Opening Position Disclosure
Requirements
Under Rule 8.3(a) of the Takeover 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) of the
Takeover Code applies must be made by no later than 3.30 p.m. on
the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. 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 Takeover 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 p.m. 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 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 a website
In
accordance with Rule 26.1 of the Takeover Code, a copy of this
announcement and the documents required to be published under Rule
26 of the Takeover 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 and
Carlsberg's website at 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.
No
profit forecasts, estimates or quantified benefits
statements
No
statement in this announcement is intended as a profit forecast,
profit estimate or quantified benefits statement for any period and
no statement in this announcement should be interpreted to mean
that earnings or earnings per share for Britvic or Carlsberg for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Britvic or Carlsberg (as the case may be).
Requesting hard copy documents
In
accordance with Rule 30.3 of the Takeover Code, Britvic
Shareholders, persons with information rights and participants in
Britvic Share Plans may request a hard copy of this announcement,
free of charge, by contacting Britvic's registrar, Equiniti
Limited, either in writing to Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom or by calling +44 (0) 121 415
7019. You may also request that all future documents, announcements
and information to be sent to you in relation to the Acquisition
should be in hard copy form. Calls outside the United Kingdom will
be charged at the applicable international rate. Lines are open
between 8.30 a.m. and 5.30 p.m. Monday to Friday excluding public
holidays in England and Wales. For persons who receive a copy of
this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Takeover Code, such
persons may also request that all future documents, announcements
and information to be sent to them in relation to the Acquisition
should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and
certain other information provided by Britvic Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Britvic may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede
them.
General
Carlsberg and/or Bidco (as the case may be) reserves the right
to elect, with the consent of the Panel (where necessary) and
subject to the terms of the Cooperation Agreement, to implement the
Acquisition by way of an Offer as an alternative to the Scheme. In
such an event, an Offer will be implemented on substantially the
same terms, so far as applicable, as those which would apply to the
Scheme (subject to appropriate amendments).
If
the Acquisition is effected by way of an Offer, and such an Offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act
so as to acquire compulsorily the remaining Britvic Shares in
respect of which the Offer has not been accepted.
Investors should be aware that Carlsberg and/or Bidco may
purchase Britvic Shares otherwise than under any Offer or the
Scheme, including pursuant to privately negotiated
purchases.
The
Acquisition will be subject to English law, the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the
Panel, the London Stock Exchange, the FCA, the Listing Rules and
the Registrar of Companies.
Rule
2.9 of the Takeover Code
For
the purposes of Rule 2.9 of the Takeover Code, Britvic confirms
that, as at 5 July
2024, it had in
issue 248,906,262 ordinary shares of 20 pence
each. The International Securities Identification Number (ISIN) for
the ordinary shares is GB00B0N8QD54.
Britvic has a sponsored American Depositary Shares
("Britvic ADS") programme
for which the Bank of New York Mellon acts as the sponsored
depositary bank and registrar. One Britvic ADS represents two
Britvic Shares. The Britvic ADSs are evidenced by American
Depositary Receipts (the "Britvic
ADR"), which trade on OTCQX. The trading symbol for the
Britvic ADRs is BTVCY and the ISIN
is US1111901047.
Appendix
1
Conditions and Further Terms
of the Acquisition
Part
A
Conditions to the Scheme and
the Acquisition
Long
Stop Date
1.
The Acquisition is conditional upon the Scheme
becoming unconditional and Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long Stop
Date.
Scheme approval condition
2.
The Scheme shall be subject to the following
conditions:
2.1
(i) its approval by a majority in number and
representing not less than 75% in value of the Britvic Shareholders
who are on the register of members of Britvic (or the relevant
class or classes thereof, if applicable) at the Voting Record Time,
present and voting, whether in person or by proxy, at the Court
Meeting and at any separate class meeting which may be required by
the Court (or any adjournment thereof); and (ii) such Court Meeting
and any separate class meeting (or any adjournment of any such
meeting) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date, if any, (a) as may be
agreed between Bidco and Britvic, or (b) (in a competitive
situation) as may be specified by Bidco with the consent of the
Panel, and in each case that (if required) the Court may
allow);
2.2
(i) the Resolutions being duly passed by the
requisite majority or majorities at the General Meeting (or any
adjournment thereof); and (ii) such General Meeting (or any
adjournment thereof) being held on or before the 22nd
day after the expected date of the General Meeting to be set out in
the Scheme Document in due course (or such later date, if any, (a)
as may be agreed between Bidco and Britvic, or (b) (in a
competitive situation) as may be specified by Bidco with the
consent of the Panel, and in each case that (if required) the Court
may allow); and
2.3
(i) the sanction of the Scheme by the Court with
or without modification (but subject to any such modification being
acceptable to Bidco and Britvic) and the delivery of a copy of the
Court Order to the Registrar of Companies; and (ii) the Sanction
Hearing being held on or before the 22nd day after the
expected date of the Sanction Hearing to be set out in the Scheme
Document in due course (or such later date, if any, (a) as may be
agreed between Bidco and Britvic, or (b) (in a competitive
situation) as may be specified by Bidco with the consent of the
Panel, and in each case that (if required) the Court may
allow).
General Conditions
3.
In addition, subject as stated in
Part B of this
Appendix 1 and to the
requirements of the Panel, the Acquisition shall be conditional
upon the following Conditions and, accordingly, the Court Order
will not be delivered to the Registrar of Companies unless such
Conditions (as amended if appropriate) have been satisfied or,
where capable of waiver, waived:
Competition law approvals
United Kingdom
3.1
the CMA issuing a decision that it is not the
CMA's intention to subject the Acquisition or any matter arising
therefrom or related thereto or any part of it to a reference under
sections 22 or 33 of the United Kingdom Enterprise Act 2002 (a
"Phase 2 CMA Reference"),
such decision being either unconditional or conditional on the
CMA's acceptance of undertakings in lieu under Section 73 of the
United Kingdom Enterprise Act 2002 (or the applicable time period
for the CMA to issue either decision having expired without it
having done so and without it having made a Phase 2 CMA
Reference).
European Commission
3.2
insofar as the Acquisition constitutes, or is
deemed to constitute, a concentration with a Union dimension within
the meaning of the EU Merger Regulation, or, following a request
pursuant to Article 22(1) of the EU Merger Regulation, the European
Commission decides (or is deemed to have decided) that it shall
examine the Acquisition pursuant to Article 22(3) of Council
Regulation (EC) No. 139/2004 (the "EU Merger Regulation"), the European
Commission:
3.2.1 issuing a decision under Articles 6(1)(b) or 6(2) of the EU
Merger Regulation declaring the Acquisition compatible with the
internal market (or having been deemed to do so pursuant to Article
10(6) of the EU Merger Regulation); or
3.2.2 issuing a decision to refer (or being deemed to have taken a
decision to refer) the Acquisition in whole or in part to the
competent authorities of one or more Member States of the European
Union under Articles 4 or 9 of the EU Merger Regulation
and
(i) each such
authority issuing a decision with equivalent effect to that in
Condition 3.2.1 with respect to those parts of the Acquisition
referred to it; and
(ii) where
applicable, the European Commission issuing a decision as referred
to in Condition 3.2.1 with respect to any part of the Acquisition
retained by it;
3.3
if and to the extent that any or all of Conditions
3.1 to 3.2 (inclusive) are waived or are not invoked by Bidco, all
authorisations, orders, grants, recognitions, determinations,
confirmations, consents, licences, clearances, permissions,
exemptions and approvals from the authorities referred to in
Conditions 3.1 to 3.2 (inclusive) (for the purposes of this
Condition 3.3 each a "Clearance") including, without
limitation, any Clearance in connection with any Phase 2 CMA
Reference and/or any "phase 2" or similar "in depth" review by any
of the authorities referred to in Conditions 3.2 to 3.2.2
(inclusive) having been obtained and all
such Clearances remaining in full force and effect and all filings
necessary for such purpose having been made and there being no
notice or intimation of any intention to revoke or not to renew any
of the same at the time at which the Acquisition becomes otherwise
unconditional.
Third Party clearances
3.4
other than in respect of or in connection with
Conditions 3.1 to 3.2 (inclusive), the waiver (or non-exercise
within any applicable time limits) by any relevant government or
governmental, quasi-governmental, supranational, statutory,
regulatory, environmental, administrative, fiscal or investigative
body, court, trade agency, association, institution, environmental
body, employee representative body, any entity owned or controlled
by any relevant government or state, or any other body or person
whatsoever in any jurisdiction (each a "Third Party") of any termination right,
right of pre-emption, first refusal or similar right (which is
material in the context of the Wider Britvic Group taken as a whole
or in the context of the Acquisition) arising as a result of or in
connection with the Scheme or the Acquisition;
3.5
other than in respect of or in connection with
Conditions 3.1 to 3.2 (inclusive), all material notifications,
filings or applications which are necessary having been made in
connection with the Acquisition and all statutory or regulatory
obligations in any jurisdiction having been complied with in
connection with the Acquisition or the acquisition by any member of
the Wider Carlsberg Group of any shares or other securities in, or
control of, Britvic and all authorisations, orders, recognitions,
grants, determinations, confirmations, consents, licences,
clearances, permissions, exemptions and approvals deemed necessary
or appropriate by Bidco or any member of the Wider Carlsberg Group
(in each such case, acting reasonably) for or in respect of the
Acquisition including without limitation, its implementation and
financing or the proposed direct or indirect acquisition of any
shares or other securities in, or control of, Britvic or any member
of the Wider Britvic Group by any member of the Wider Carlsberg
Group having been obtained in terms and in a form reasonably
satisfactory to Bidco from all appropriate Third Parties or persons
with whom any member of the Wider Britvic Group has entered into
contractual arrangements and all such authorisations, orders,
grants, recognitions, determinations, confirmations, consents,
licences, clearances, permissions, exemptions and approvals
reasonably considered necessary or appropriate to carry on the
business of any member of the Wider Britvic Group which are
material in the context of the Wider Carlsberg Group or the Wider
Britvic Group as a whole or for or in respect of the Acquisition
including, without limitation, its implementation or financing
remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or
intimation of any intention to revoke or not to renew any of the
same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
3.6
other than in respect of or in connection with
Conditions 3.1 to 3.2 (inclusive), no Third Party having given
notice of a decision to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or
having required any action to be taken or otherwise having done
anything or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice and
there not continuing to be outstanding any statute, regulation,
decision or order which would or might:
3.6.1 make the Scheme or Acquisition or, in each case, its
implementation or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of, any
member of the Wider Britvic Group by any member of the Wider
Carlsberg Group void, illegal and/or unenforceable under the laws
of any relevant jurisdiction, or otherwise directly or indirectly
prevent, prohibit, or restrain, restrict, impede, challenge, delay
or otherwise interfere with the implementation of, or impose
material additional conditions or obligations with respect to, the
Acquisition or require amendment of the Scheme;
3.6.2 require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Carlsberg Group or by any member of the Wider
Britvic Group of all or any material part of their businesses,
assets or property or impose any limitation on the ability of all
or any of them to conduct their businesses (or any part thereof) or
to own, control or manage any of their assets or properties (or any
part thereof) to an extent which is material in the context of the
Wider Britvic Group taken as a whole or in the context of the
Acquisition;
3.6.3 impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Carlsberg Group
directly or indirectly to acquire or hold or to exercise
effectively all or any rights of ownership in respect of shares or
loans or securities convertible into shares or any other securities
in Britvic (or the equivalent) or any member of the Wider Britvic
Group or any member of the Wider Carlsberg Group or to exercise
voting or management control over any such member, in each case to
an extent which is material in the context of the Wider Britvic
Group or the Wider Carlsberg Group taken as a whole or in the
context of the Acquisition;
3.6.4 other than pursuant to the implementation of the Scheme or, if
applicable, sections 974 to 991 of the Companies Act, require any
member of the Wider Carlsberg Group or the Wider Britvic Group to
acquire or offer to acquire any shares, other securities (or the
equivalent) or interest in any member of the Wider Britvic Group or
any asset owned by any third party which is material in the context
of the Wider Britvic Group or the Wider Carlsberg Group, in either
case, taken as a whole;
3.6.5 require, prevent or materially delay a divestiture by any
member of the Wider Carlsberg Group of any shares or other
securities in Britvic;
3.6.6 result in any member of the Wider Britvic Group ceasing to be
able to carry on business under any name which it presently does so
to an extent which is material in the context of the Wider Britvic
Group taken as a whole or the Wider Carlsberg Group taken as a
whole, as applicable;
3.6.7 impose any limitation on the ability of any member of the
Wider Carlsberg Group or any member of the Wider Britvic Group to
conduct, integrate or co‑ordinate all or any part of their
respective businesses with all or any part of the business of any
other member of the Wider Carlsberg Group and/or the Wider Britvic
Group in a manner which is adverse and material to the Wider
Carlsberg Group and/or the Wider Britvic Group, in either case,
taken as a whole or in the context of the Acquisition;
or
3.6.8 otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Britvic Group or any member of
the Wider Carlsberg Group in each case in a manner which is adverse
to and material in the context of the Wider Britvic Group taken as
a whole or the Wider Carlsberg Group taken as a whole or of the
financing of the Acquisition;
and all applicable waiting and other
time periods (including any extensions thereof) during which any
such Third Party could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry
or reference or take any other step under the laws of any
jurisdiction in respect of the Acquisition or proposed acquisition
of any Britvic Shares or otherwise intervene having expired,
lapsed, or been terminated;
Certain matters arising as a result of any arrangement,
agreement etc.
3.7
except as Disclosed, there being no provision of
any arrangement, agreement, licence, permit, franchise, lease or
other instrument to which any member of the Wider Britvic Group is
a party or by or to which any such member or any of its assets is
or may be bound, entitled or be subject or any event or
circumstance which, as a consequence of the Acquisition or the
proposed acquisition by any member of the Wider Carlsberg Group of
any shares or other securities in Britvic or because of a change in
the control or management of any member of the Wider Britvic Group
or otherwise, would or might reasonably be expected to result in
any of the following to an extent which is material and adverse in
the context of the Wider Britvic Group or the Wider Carlsberg
Group, in either case, taken as a whole or in the context of the
Acquisition:
3.7.1 any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any
such member, being or becoming repayable or capable of being
declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
3.7.2 any such agreement, arrangement, licence, permit, franchise,
lease or other instrument or the rights, liabilities, obligations
or interests of any such member thereunder being terminated or
adversely modified or affected or any obligation or liability
arising, or any adverse action being taken or arising
thereunder;
3.7.3 any asset or interest of any such member being or failing to
be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be
available to any such member otherwise than in the ordinary course
of business;
3.7.4 the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property, assets or interest of any such member;
3.7.5 the rights, liabilities, obligations or interests of any such
member, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any
such interest or business) being terminated, adversely modified or
adversely affected;
3.7.6 the value of any such member or its financial or trading
position or prospects being prejudiced or adversely
affected;
3.7.7 any such member ceasing to be able to carry on business under
any name under which it presently does so;
3.7.8 the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax
liability or any obligation to obtain or acquire any material
authorisation, order, grant, recognition, determination,
confirmation, consent, licence, clearance, permission, exemption,
approval, notice, waiver, concession, agreement or exemption from
any Third Party or any person) other than trade creditors or other
liabilities incurred in the ordinary course of business or in
connection with the Acquisition; or
3.7.9 any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or
other officers,
and no event having occurred which,
under any provision of any arrangement, agreement, lease, licence,
permit, franchise or other instrument to which any member of the
Wider Britvic Group is a party or by or to which any such member or
any of its assets may be bound, entitled or subject, would or might
reasonably be expected to result in any of the events or
circumstances as are referred to in sub-paragraphs
3.7.1 to
3.7.9 (inclusive) of this
paragraph 3.7;
No
material transactions, claims or changes in the conduct of the
business of the Britvic Group since 31 March 2024
3.8
except as Disclosed, no member of the Wider
Britvic Group having since 31 March 2024:
3.8.1 save as between Britvic and its wholly‑owned subsidiaries or for Britvic
Shares issued under or pursuant to the exercise of options or
vesting of awards granted in the ordinary course under the Britvic
Share Plans, issued or agreed to issue, authorised or proposed or
announced its intention to authorise or propose the issue of
additional shares of any class or sale of Britvic Shares out of
treasury;
3.8.2 save as between Britvic and its wholly-owned subsidiaries or
for the grant of options and awards and other rights under the
Britvic Share Plans, issued or agreed to issue, authorised or
proposed the issue of securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire,
any such shares or convertible securities;
3.8.3 other than the Special Dividend and other than to Britvic or
one of its wholly‑owned subsidiaries, prior to the Acquisition becoming
Effective, recommended, declared, paid or made or agreed to
recommend, declare, pay or make any bonus issue, dividend or other
distribution whether payable in cash or otherwise or made any bonus
issue;
3.8.4 save as between Britvic and its wholly‑owned subsidiaries or between such
wholly‑owned
subsidiaries, merged with (by statutory merger or otherwise) or
demerged from or acquired any body corporate, partnership or
business or acquired or disposed of, or, transferred, mortgaged or
charged or created any security interest over, any assets or any
right, title or interest in any asset (including shares and trade
investments) or authorised, proposed or announced any intention to
do so, in each case, other than in the ordinary course of business
and, in each case, to an extent which is material in the context of
the Wider Britvic Group taken as a whole or in the context of the
Acquisition;
3.8.5 save as between Britvic and its wholly‑owned subsidiaries or between such
wholly‑owned
subsidiaries, made, authorised, proposed or announced an intention
to propose any change in its loan capital in each case, to the
extent which is material in the context of the Wider Britvic Group
taken as a whole or in the context of the Acquisition;
3.8.6 issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save as between Britvic and its
wholly-owned subsidiaries or between such wholly‑owned subsidiaries), save in the
ordinary course of business, incurred or increased any indebtedness
or become subject to any contingent liability;
3.8.7 purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraphs 3.8.1 or 3.8.2 above, made any other change to any part of its share capital
in each case, to the extent which is material in the context of the
Wider Britvic Group taken as a whole or in the context of the
Acquisition;
3.8.8 entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any
material contract, transaction, arrangement, agreement or
commitment (whether in respect of capital expenditure or otherwise)
(otherwise than in the ordinary course of business) which is of a
long-term, unusual or onerous nature, or which involves or could
reasonably be expected to involve an obligation of a nature or
magnitude, in each case, to the extent which is or is reasonably
likely to be material to the Wider Britvic Group taken as a whole
or in the context of the Acquisition;
3.8.9 entered into any licence or other disposal of intellectual
property rights of any member of the Wider Britvic Group which are
material in the context of the Wider Britvic Group taken as a whole
or in the context of the Acquisition and outside the normal course
of business;
3.8.10 save to the
extent arising as a result of any change in applicable law, entered
into or varied the terms of, any contract, commitment, arrangement
or any service agreement with any director or senior executive of
the Wider Britvic Group save for salary increases, bonuses or
variations of terms in the ordinary course of business, which is
material in the context of the Wider Britvic Group taken as a whole
or in the context of the Acquisition, other than as agreed by Bidco
and (if required) by the Panel;
3.8.11 proposed,
agreed to provide or modified the terms of any share option scheme,
incentive scheme, or other benefit relating to the employment or
termination of employment of any employee of the Wider Britvic
Group which, taken as a whole, are material in the context of the
Wider Britvic Group taken as a whole, other than as agreed by Bidco
and (if required) by the Panel;
3.8.12 (excluding
the trustee of any pension scheme(s) established by a member of the
Wider Britvic Group other than Britvic itself) made, agreed or
consented to or procured any material change to:
(i) the terms
of any existing trust deeds, rules, policy or other governing
documents, or entered into or established any new trust deeds,
rules, policy or other governing documents, constituting any
pension scheme or other retirement or death benefit arrangement
established for the directors, former directors, employees or
former employees of any entity in the Wider Britvic Group or their
dependants and established by a member of the Wider Britvic Group
(a "Relevant Pension
Plan");
(ii) the basis on
which benefits accrue, pensions which are payable or the persons
entitled to accrue or be paid benefits, under any Relevant Pension
Plan;
(iii) the basis on
which the liabilities of any Relevant Pension Plan are funded or
valued; or
(iv) the contributions
payable to any such scheme(s) or to the benefits which accrue or to
the pensions which are payable thereunder;
3.8.13 waived,
compromised or settled any claim otherwise than in the ordinary
course of business which is material in the context of the Wider
Britvic Group taken as a whole or in the context of the
Acquisition;
3.8.14 made any
alteration to its articles of association or other constitutional
documents (in each case, other than in connection with the Scheme)
which is material in the context of the Acquisition;
3.8.15 (other than
in respect of a member of the Wider Britvic Group which is dormant
and was solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding‑up (voluntary or otherwise),
dissolution, reorganisation or for the appointment of any
administrator, receiver, manager, administrative receiver, trustee
or similar officer of all or any material part of its assets or
revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such
person appointed, in each case, which is material in the context of
the Wider Britvic Group taken as a whole or in the context of the
Acquisition;
3.8.16 been unable,
or admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or
having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business, in each
case, which is material in the context of the Wider Britvic Group
taken as a whole or in the context of the Acquisition;
3.8.17 entered into
any contract, commitment, agreement or arrangement or passed any
resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in
this Condition;
3.8.18 terminated
or varied the terms of any agreement or arrangement between any
member of the Wider Britvic Group and any other person in a manner
which would or might be expected to have a material adverse effect
on the financial position of the Wider Britvic Group taken as a
whole; or
3.8.19 taken (or
agreed or proposed to take) any action which requires, or would
require, the consent of the Panel or the approval of Britvic
Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code;
No
adverse change, litigation or regulatory enquiry since 31 March
2024
3.9
save as Disclosed, since 31 March 2024:
3.9.1 no adverse change or deterioration having occurred in the
business, assets, value, financial or trading position, profits,
prospects or operational performance of any member of the Wider
Britvic Group which, in any such case, is material to the Wider
Britvic Group taken as a whole or in the context of the
Acquisition;
3.9.2 no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Britvic Group is
or may become a party (whether as claimant or defendant or
otherwise) and no enquiry, review, investigation or enforcement
proceedings by, or complaint or reference to, any Third Party
against or other investigative body against or in respect of any
member of the Wider Britvic Group having been threatened, announced
or instituted by or against, or remaining outstanding in respect
of, any member of the Wider Britvic Group which, in any such case,
has had or might reasonably be expected to have a material adverse
effect on the Wider Britvic Group taken as a whole or in the
context of the Acquisition;
3.9.3 no contingent or other liability of any member of the Wider
Britvic Group having arisen or become apparent to Bidco or
increased other than in the ordinary course of business which has
or might reasonably be expected to adversely affect any member of
the Wider Britvic Group in a way that is material to the Wider
Britvic Group taken as a whole or in the context of the
Acquisition; or
3.9.4 no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence or permit held by any
member of the Wider Britvic Group, which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is material and
reasonably be expected to have a material adverse effect on the
Wider Britvic Group taken as a whole or in the context of the
Acquisition;
No
discovery of certain matters
3.10 save as Disclosed, Bidco not having discovered:
3.10.1 that any
financial, business or other information concerning the Wider
Britvic Group as contained in the information publicly disclosed at
any time by or on behalf of any member of the Wider Britvic Group
is materially misleading, contains a material misrepresentation of
fact or omits to state a fact necessary to make that information
not misleading and which was not subsequently corrected before the
date of this announcement by disclosure either publicly or
otherwise to Bidco or its professional advisers, in each case, to
the extent which is material in the context of the Wider Britvic
Group taken as a whole or in the context of the
Acquisition;
3.10.2 that any
member of the Wider Britvic Group or any partnership, company or
other entity in which any member of the Wider Britvic Group has a
significant economic interest and which is not a subsidiary
undertaking of Britvic is subject to any liability (contingent or
otherwise), other than in the ordinary course of business and in
each case, to the extent material in the context of the Wider
Britvic Group taken as a whole or in the context of the
Acquisition;
3.10.3 any past or
present member of the Wider Britvic Group has failed to comply in a
material respect with any and/or all applicable legislation or
regulation, of any jurisdiction with regard to the use, treatment,
handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment or harm human health
or animal health or otherwise relating to environmental matters or
the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal,
spillage, release, discharge, leak or emission (whether or not the
same constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken
place) any of which storage, carriage, disposal, spillage, release,
discharge, leak or emission would be likely to give rise to any
material liability (actual or contingent) or cost on the part of
any member of the Wider Britvic Group and which is material in the
context of the Wider Britvic Group taken as a whole or in the
context of the Acquisition;
3.10.4 there is, or
is reasonably likely to be, for any reason whatsoever, any
liability (actual or contingent) of any past or present member of
the Wider Britvic Group to make good, remediate, repair, reinstate
or clean up any property or any controlled waters now or previously
owned, occupied, operated or made use of or controlled by any such
past or present member of the Wider Britvic Group (or on its
behalf) or by any person for which a member of the Wider Britvic
Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest,
under any environmental legislation, regulation, notice, circular
or order of any Third Party and which is material in the context of
the Wider Britvic Group taken as a whole or in the context of the
Acquisition;
3.10.5 circumstances exist (whether as a result of proceeding with
the Acquisition or otherwise) which would be reasonably likely to
lead to any Third Party instituting, or whereby any member of the
Wider Carlsberg Group or any present or past member of the Wider
Britvic Group would be likely to be required to institute, an
environmental audit or take any other steps which would in any such
case be reasonably likely to result in any liability (whether
actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes
currently carried out or make good, remediate, repair, re-instate
or clean up any land or other asset currently or previously owned,
occupied or made use of by any past or present member of the Wider
Britvic Group (or on its behalf) or by any person for which a
member of the Wider Britvic Group is or has been responsible, or in
which any such member may have or previously have had or be deemed
to have had an interest which is material in the context of the
Wider Britvic Group taken as a whole or in the context of the
Acquisition; or
3.10.6 circumstances exist whereby a person or class of persons would
be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or
previously manufactured, sold or carried out by any past or present
member of the Wider Britvic Group which claim or claims would be
likely, materially and adversely, to affect any member of the Wider
Britvic Group and which is material in the context of the Wider
Britvic Group taken as a whole or in the context of the
Acquisition;
Intellectual Property
3.11 save as Disclosed, Bidco not having discovered:
3.11.1 that any
circumstance has arisen or event has occurred in relation to any
intellectual property owned or used by any member of the Wider
Britvic Group which would be reasonably expected to have a material
adverse effect on the Wider Britvic Group taken as a whole or is
otherwise material in the context of the Acquisition,
including:
(i) any member
of the Wider Britvic Group losing its title to any intellectual
property material to its business, or any intellectual property
owned by the Wider Britvic Group and material to its business being
revoked, cancelled or declared invalid; or
(ii) any agreement
regarding the use of any intellectual property licensed to or by
any member of the Wider Britvic Group being terminated or
varied;
Anti-corruption, economic sanctions, criminal property and
money laundering
3.12 save as Disclosed, Bidco not having discovered that (in each
case, to an extent that it is material in the context of the Wider
Britvic Group taken as a whole or in the context of the
Acquisition):
3.12.1 any past or
present member, director, officer or employee of the Wider Britvic
Group or any person that performs or has performed services for or
on behalf of any such company is or has at any time engaged in any
activity, practice or conduct (or omitted to take any action) which
would constitute an offence under the UK Bribery Act 2010, the U.S.
Foreign Corrupt Practices Act of 1977 (so far as is applicable) or
any other applicable anti-corruption or anti-bribery law, rule or
regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks;
3.12.2 any asset of
any member of the Wider Britvic Group constitutes criminal property
as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule, or regulation concerning
money laundering or proceeds of crime or any member of the Wider
Britvic Group is found to have engaged in activities constituting
money laundering under any applicable law, rule, or regulation
concerning money laundering;
3.12.3 any past or
present member, director, officer or employee of the Wider Britvic
Group, or any other person for whom any such person may be liable
or responsible, is or has engaged in any conduct which would
violate applicable economic sanctions or dealt with, made any
investments in, made any funds or assets available to or received
any funds or assets from:
(i) any
government, entity or individual in respect of which U.S., United
Kingdom or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic
resources, by U.S., United Kingdom or European Union laws or
regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control, or HM Revenue and
Customs; or
(ii) any government,
entity or individual targeted by any of the economic sanctions of
the United Nations, the United States, the United Kingdom, the
European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable
by reason of breach of any applicable Blocking Law;
3.12.4 any past or
present member, director, officer or employee of the Wider Britvic
Group, or any other person for whom any such person may be liable
or responsible:
(i) has
engaged in conduct which would violate any relevant anti-terrorism
laws, rules, or regulations, including but not limited to the U.S.
Anti‑Terrorism Act;
(ii) has engaged in
conduct which would violate any relevant anti-boycott law, rule, or
regulation or any applicable export controls, including but not
limited to the Export Administration Regulations administered and
enforced by the U.S. Department of Commerce or the International
Traffic in Arms Regulations administered and enforced by the U.S.
Department of State;
(iii) has engaged in
conduct which would violate any relevant laws, rules, or
regulations concerning human rights, including but not limited to
any law, rule, or regulation concerning false imprisonment, torture
or other cruel and unusual punishment, or child labour;
or
(iv) is debarred or
otherwise rendered ineligible to bid for or to perform contracts
for or with any government, governmental instrumentality, or
international organization or found to have violated any applicable
law, rule, or regulation concerning government contracting or
public procurement; or
3.12.5 any member
of the Wider Britvic Group is or has been engaged in any
transaction which would cause any member of the Wider Carlsberg
Group to be in breach of any law or regulation upon its acquisition
of Britvic, including but not limited to the economic sanctions of
the United States Office of Foreign Assets Control, or HM Revenue
and Customs, or any other relevant government authority.
Part
B
Further terms of the
Acquisition
1.
Subject to the requirements of the Panel and the
Takeover Code, Bidco reserves the right in its sole discretion to waive
in whole or in part, all or any of the Conditions
set out in Part A of this Appendix 1, except Conditions 2.1(i), 2.2(i) and 2.3(i), which cannot be
waived. The deadlines set out in Conditions 2.1(ii), 2.2(ii) and
2.3(ii) may be extended to such later date as may be agreed: (a) in
writing by Bidco and Britvic; or (b) (in a competitive situation)
specified by Bidco with the consent of the Panel, and in either
case with the approval of the Court, if such approval is required.
If any such deadline is not met, Bidco shall make an announcement
by 8:00 a.m. on the Business Day following such deadline confirming
whether it has invoked the relevant Condition, waived the relevant
deadlines, or agreed with Britvic (or, as the case may be, the
Panel) to extend the relevant deadline in relation to the relevant
Condition.
2.
Bidco shall be under no
obligation to waive (if capable of waiver), to determine to be or
remain satisfied or to treat as fulfilled any of the Conditions
in Part A of
Appendix 1 above that are
capable of waiver by a date earlier than the latest date for the
fulfilment of that Condition notwithstanding that the other
Conditions of the Acquisition may at such earlier date have been
waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be
capable of fulfilment.
3.
Under Rule 13.5(a) of the Takeover Code and
subject to paragraph 5 below, Bidco may not invoke a Condition so as to cause the Acquisition not
to proceed, to lapse or to be withdrawn unless the circumstances
which give rise to the right to invoke the Condition are of
material significance to Bidco
in the context of the Acquisition with the consent
of the Panel. This will be judged by reference to the facts of each
case at the time that the relevant circumstances arise.
4.
Conditions 1, 2.1, 2.2, or 2.3 in Part
A of Appendix 1 above, and, if applicable,
any acceptance condition if the Acquisition is implemented by means
of an Offer, are not subject to Rule 13.5(a) of the Takeover
Code. Bidco may
only invoke a Condition that is subject to Rule 13.5(a) with the
consent of the Panel and any Condition that is subject to Rule
13.5(a) may be waived by Bidco.
5.
If the Panel requires Bidco to make an offer or offers for
Britvic Shares under the provisions of Rule 9 of the Takeover
Code, Bidco may
make such alterations to the Conditions as are necessary to comply
with the provisions of that Rule.
6.
Bidco reserves the right
to elect to implement the Acquisition by way of an Offer as an
alternative to the Scheme, subject to the Panel's consent (where
necessary) and the terms of the Cooperation Agreement. In such
event, such Offer will be implemented on the same terms and
conditions so far as is applicable (and subject to the terms of the
Cooperation Agreement), as those which would apply to the Scheme
(subject to appropriate amendments), including (without limitation)
an acceptance condition set at 75% of the Britvic Shares on a fully
diluted basis (or such other percentage as Bidco and Britvic may agree in
accordance with the terms of the Cooperation Agreement), and, to
the extent necessary with the consent of the Panel and PepsiCo,
being in any case more than 50% of the voting rights attaching to
the Britvic Shares (or any amendments required by, or deemed
appropriate by, Bidco under applicable law or any amendments necessary to reflect
the Offer) as those that would apply to the Scheme. If the
Acquisition is effected by way of an Offer, and such Offer becomes
or is declared unconditional and sufficient acceptances are
received in respect of such Offer, Bidco intends to exercise its rights
to apply the provisions of the Companies Act so as to acquire
compulsorily the remaining Britvic Shares in respect of which the
Offer has not been accepted.
7.
Britvic Shares which will be acquired pursuant to
the Acquisition will be acquired by Bidco fully paid and free from all
liens, charges, encumbrances and other third party rights of any
nature whatsoever and together with all rights now or hereafter
attaching or accruing to them as at the Effective Date, including
voting rights and the right to receive and retain all dividends and
distributions (if any) declared, made or paid or any other return
of capital or value after the Acquisition becomes Effective save
for the Special Dividend.
8.
If, on or after the date of this announcement and
prior to the Acquisition becoming Effective, any dividend and/or
other distribution and/or other return of capital or value is
announced, declared, made or paid by Britvic or becomes payable by
Britvic in respect of the Britvic Shares (other than the Special
Dividend), Bidco reserves the right to reduce the consideration payable under
the terms of the Acquisition for the Britvic Shares by an amount up
to the aggregate amount of such dividend and/or distribution and/or
other return of capital or value, in which case any reference in
this announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the
consideration as so reduced. Any exercise by Bidco of its rights referred to in
this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the terms of the Scheme or the
Acquisition. In such circumstances, Britvic Shareholders would be
entitled to receive and retain any such dividend, distribution
and/or other return of capital or value to which they are
entitled.
9.
The availability of the Acquisition to persons not
resident in the United Kingdom may be affected by the laws or
regulatory requirements of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about
and observe any applicable requirements.
10.
The Acquisition will be governed by the laws of
England and Wales and be subject to the jurisdiction of the English
Courts and to the Conditions set out above and to the full terms to
be set out in the Scheme Document. The Acquisition will be subject
to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the FCA, the Listing Rules and the Registrar
of Companies.
11.
Each of the Conditions shall be regarded as a
separate Condition and shall not be limited by reference to any
other Condition.
12.
The Acquisition will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile
transmission, telex, telephone, internet or e-mail) of interstate
or foreign commerce of, or of any facility of, any Restricted
Jurisdiction.
Appendix
2
Bases and Sources of
Information
In this announcement, unless
otherwise stated or the context otherwise requires, the following
sources and bases have been used.
1.
Financial information concerning Britvic has been
extracted from the Annual Report and Accounts of Britvic for the
year ended 30 September 2023 and Britvic's interim results for the
six months ended 31 March 2024 ("Britvic's Interim Results
2024").
2.
Financial information concerning Carlsberg has
been extracted from the Annual Report and Accounts of Carlsberg for
the year ended 31 December 2023.
3.
Britvic's fully diluted share capital of
251,807,735 Britvic Shares has been calculated as:
3.1
248,906,262 Britvic Shares
in issue on 5 July 2024 (being the Latest Practicable Date before this
announcement); plus
3.2
6,028,506 Britvic Shares
which may be issued on or after the date of this announcement
pursuant to the Britvic Share Plans; plus
3.3
351,897 Britvic Shares which may be issued on or
after the date of this announcement pursuant to future share
grants[1]; less
3.4
1,693,930 Britvic Shares
held by the Britvic Employee Benefit Trust; less
3.5
1,785,000 Britvic Shares which may be purchased by
the Britvic Employee Share Trust under hedging arrangements to
satisfy awards under the Britvic Share Plans.
4.
The value attributed to Britvic's entire issued
and to be issued share capital ("Britvic Equity
Value") of £3,311 million is based
on:
4.1
the Acquisition Value of 1,315 pence in cash for
each Britvic Share, inclusive of the Special Dividend payment of 25
pence per Britvic Share;
4.2
multiplied by Britvic's entire issued and to be
issued share capital of 251,807,735 shares.
5.
The implied enterprise value of £4,104 million is
calculated as:
5.1
Britvic Equity Value of £3,311 million;
plus
5.2
adjusted net debt of £694 million as at 31 March
2024 sourced from Britvic's Interim Results 2024; plus
5.3
lease liabilities of £70 million as at 31 March
2024 sourced from Britvic's Interim Results 2024; plus
5.4
cash used to fund the 2024 Britvic share buyback
programme prior to suspension of the programme on 25 June 2024 of
£5.5 million; plus
5.5
estimated cash to be used to satisfy awards under
the Britvic Share Plans of £23.9 million.
6.
Reported adjusted EBITDA for the 12 month period
ending 31 March 2024 of £303 million is calculated as reported
adjusted EBITDA for the year ended 30 September 2023 of £288
million;
6.1
plus adjusted EBITDA for the
six months ended 31 March 2024 of £132 million calculated
as:
6.1.1 adjusted EBIT of £100 million; plus
6.1.2 depreciation of property, plant and equipment of £24 million;
plus
6.1.3 depreciation of right-of-use assets of £5 million;
plus
6.1.4 amortisation of £10 million; less
6.1.5 acquisition-related amortisation of £6 million;
in each case for the 6-month period
ending 31 March 2024 sourced from Britvic's Interim Results
2024;
6.2
less adjusted EBITDA for the
six months ended 31 March 2023 of £118 million calculated
as:
6.2.1 adjusted EBIT of £85 million; plus
6.2.2 depreciation of property, plant and equipment of £22 million;
plus
6.2.3 depreciation of right-of-use assets of £5 million;
plus
6.2.4 amortisation of £8 million; plus
6.2.5 loss on disposal of property, plant and equipment and
intangible assets of £2 million; less
6.2.6 acquisition-related amortisation of £4 million;
in each case for the 6-month period
ending 31 March 2023 sourced from Britvic's Interim Results
2024.
7.
Reported adjusted earnings for the 12 month period
ended 31 March 2024 of £165 million is calculated as adjusted
earnings for the year ended 30 September 2023 of £157
million;
7.1
plus reported adjusted earnings
for the six months ended 31 March 2024 of £67 million; less
7.2
reported adjusted earnings for the six months
ended 31 March 2023 of £59 million,
sourced from Britvic's Interim
Results 2024.
8.
The implied enterprise value of £4,104 million
implies:
8.1
a multiple of approximately 13.6 times Britvic's
reported adjusted EBITDA; and
8.2
a multiple of approximately 10.2 times Britvic's
pro forma adjusted EBITDA of £403 million, comprising Britvic's
reported adjusted EBITDA for the 12 month period ending 31 March
2024 of £303 million plus
Carlsberg's estimated full run-rate cost savings and efficiency
improvements of £100 million.
9.
The Britvic Equity Value of £3,311 million
implies:
9.1
a multiple of approximately 20.1 times Britvic's
reported adjusted earnings for the 12 month period ended 31 March
2024 of £165 million; and
9.2
a multiple of approximately 13.8 times Britvic's
pro forma adjusted earnings of £240 million, comprising Britvic's
reported adjusted earnings for the 12 month period ended 31 March
2024 of £165 million plus
Carlsberg's estimated full run-rate post-tax cost savings and
efficiency improvements of £75 million.
10.
All prices for Britvic Shares are the Closing
Price derived from Bloomberg for the
relevant date.
11.
Exchange rates have been derived from Bloomberg
and have been rounded to the nearest four decimal
places.
12.
The exchange rate of DKK1:£0.1133 for the
conversion of Danish Krone into Pounds Sterling has been derived
from Bloomberg and is based on the exchange rate as at 4:30 p.m. on
5 July 2024 (being the Latest Practicable Date before the date of
this announcement).
13.
The exchange rate used for conversion of the
Carlsberg's FY2023A group revenue and FY2023A operating profit, as
disclosed in the Carlsberg Group audited final results for the year
ended 31 December 2023, from DKK into GBP is 0.1167, derived from
Bloomberg, based on an average daily exchange rate as at 4.30 p.m.
from 3 January 2023 (being the first Business Day of 2023) to 29
December 2023 (being the last Business Day of 2023).
14.
Certain figures included in this announcement have
been subject to rounding adjustments.
Appendix
3
Details of Irrevocable
Undertakings
1. Britvic
Directors and Senior Employees
The following Britvic Directors have
given irrevocable undertakings to vote (or, where applicable,
procure the voting) in favour of the Scheme at the Court Meeting
and the Resolutions at the General Meeting (or in the event that
the Acquisition is implemented by way of an Offer, to accept, or
procure the acceptance of, the Offer) in respect of their own
beneficial holdings (or those Britvic Shares over which they have
control) of Britvic Shares:
Name
|
Total Number of Britvic
Shares*
|
Percentage of Existing Issued
Share Capital
|
Ian Durant
|
3,075
|
0.0%
|
Simon Litherland
|
441,189
|
0.2%
|
Rebecca Napier
|
13,124
|
0.0%
|
Total
|
|
|
*Not including shares held under the UK SIP or
the Irish PSS.
These irrevocable undertakings also
extend to any Britvic Shares acquired by the Britvic Directors,
whether as a result of the exercise of options or the vesting of
awards under the Britvic Share Plans or otherwise (except pursuant
to the UK SIP or the Irish PSS).
These irrevocable undertakings given
by the Britvic Directors will continue to be binding in the event
that offer is made competing with the Acquisition.
The irrevocable undertakings given by
Britvic Directors will cease to be binding, inter alia:
·
if the Scheme Document or Offer Document (as the
case may be) has not been posted within 28 days of the issue of
this announcement (or such later date as the Panel may
agree);
·
on the date on which the Scheme or Offer (as the
case may be) is withdrawn or lapses in accordance with its
terms;
·
if Carlsberg and/or Bidco (as the case may be)
announces, with the consent of the Panel, and before the Scheme
Document is published, that it does not intend to proceed with the
Acquisition and no new, revised or replacement Scheme or Offer is
announced by Carlsberg and/or Bidco (as the case may be) in
accordance with Rule 2.7 of the Takeover Code; or
·
any competing offer for the Britvic Shares is made
which becomes or is declared unconditional (if implemented by way
of takeover offer) or otherwise becomes effective (if implemented
by way of a scheme of arrangement).
Appendix
4
Definitions
The following definitions apply
throughout this document unless the context otherwise
requires:
"Acquisition" or "Britvic
Acquisition"
|
the acquisition of the entire issued
and to be issued share capital of Britvic by Bidco to be
implemented by way of the Scheme or, should Bidco so elect (with
the consent of the Panel (and subject to the terms of the
Cooperation Agreement)) by way of the Offer, and, where the context
admits, any subsequent revision, variation, extension or renewal
thereof
|
"Acquisition Price"
|
1,290 pence
in cash per Britvic Share
|
"Acquisition Value"
|
1,315 pence
per Britvic Share
|
"All
Employee Share Incentive Plan" or "UK
SIP"
|
the Britvic Share Incentive
Plan
|
"Bidco"
|
Carlsberg UK Holdings Limited, a
company incorporated England and Wales with registered number
00867160
|
"Blocking Law"
|
means: (i) any provision of Council
Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or
regulation implementing such Regulation in any member state of the
European Union); or (ii) any provision of Council Regulation (EC)
No 2271/1996 of 22 November 1996, as it forms part of domestic law
of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018
|
"Bridge Facility"
|
has the meaning given to it in
paragraph 11 of
this announcement
|
"Britvic"
|
Britvic PLC, a company incorporated
under the laws of England and Wales with registered number
05604923
|
"Britvic
ADR"
|
American Depositary Receipts listed
on the OTCOX under the trading symbol BTVCY, which evidence Britvic
ADSs
|
"Britvic ADS"
|
American Depositary Shares of
Britvic, each representing a unit of beneficial ownership in two
Britvic Shares, registered in the name of the Depositary, and which
are evidenced by Britvic ADRs listed on the OTCOX
|
"Britvic ADS Holders"
|
the holders of Britvic ADS
|
"Britvic ADS
Programme"
|
the Britvic ADS programme for which
the Bank of New York Mellon acts as the sponsored depositary bank
and registrar
|
"Britvic ADS Programme
Deposit Agreement"
|
the Britvic ADS Programme Deposit
Agreement between Britvic and Bank of New York Mellon dated 2
February 2010
|
"Britvic Articles"
|
the articles of association of
Britvic from time to time
|
"Britvic Board"
|
the board of directors of
Britvic
|
"Britvic Bottling
Appointments"
|
has the meaning given to it in
paragraph 13 of
this announcement
|
"Britvic Directors"
|
the directors of Britvic as at the
date of this announcement
|
"Britvic Equity Value"
|
the value attributed to Britvic's
entire issued and to be issued ordinary share capital as implied by
the Acquisition Value of 1,315 pence per Britvic Share
|
"Britvic Group"
|
Britvic and its subsidiary
undertakings and associated undertakings
|
"Britvic Share Plans"
|
the Performance Share Plan, the RSP,
the DBP, the Buy Out Award, the Executive Share Option Plan, the UK
SIP, the Irish PSS and the International Phantom SIP, each as
amended from time to time
|
"Britvic Shareholders"
|
the holders of Britvic Shares from
time to time
|
"Britvic Shares"
|
the ordinary shares of 20 pence each
in the capital of Britvic
|
"Business Day"
|
a day (other than a Saturday, Sunday,
public or bank holiday) on which banks are generally open for
business in London, England
|
"Buy Out
Award"
|
the buy-out award agreement entered
into between Britvic and the Britvic Chief Financial Officer on 6
October 2023
|
"Carlsberg"
|
Carlsberg A/S, a company incorporated
under the laws of Denmark
|
"Carlsberg
Breweries"
|
Carlsberg Breweries A/S, a company
incorporated under the laws of Denmark and a wholly owned
subsidiary of Carlsberg
|
"Carlsberg Group"
|
Carlsberg and its subsidiary
undertakings and associated undertakings
|
"Change of Control"
|
has the meaning given to it in
paragraph 13 of
this announcement
|
"Clean Team
Agreement"
|
the clean team agreement between
Carlsberg Breweries and Britvic dated 28 June 2024, as described in
paragraph 12 of
this announcement
|
"Closing Price"
|
the closing middle market quotation
of a share derived from the Daily Official List of the London Stock
Exchange
|
"CMA"
|
the Competition and Markets
Authority
|
"CMBC"
|
Carlsberg Marston's Limited, a
company incorporated under the laws of England and Wales with
registered number 12577732
|
"CMBC Transaction"
|
the proposed acquisition by Carlsberg
of Marston's minority stake in CMBC announced by Carlsberg on the
date of this announcement
|
"Combined Group"
|
the Carlsberg Group as enlarged
following the Acquisition and, if applicable, Marston's minority
stake in CMBC (as the case may be)
|
"Companies Act"
|
the Companies Act 2006
|
"Conditions"
|
the conditions to the Acquisition set
out in Part A of Appendix 1 and to be set out in the Scheme Document
|
"Confidentiality Agreement"
|
the confidentiality agreement between
Carlsberg Breweries and Britvic dated 21 June 2024, as described in
paragraph 12 of
this announcement
|
"Confidentiality and Joint Defense
Agreement"
|
the confidentiality and joint defense
agreement between Carlsberg Breweries, Britvic and their respective
external regulatory counsel dated 28 June 2024, as described in
paragraph 12 of
this announcement
|
"Cooperation Agreement"
|
the cooperation agreement between
Bidco and Britvic dated 8 July 2024, as described in
paragraph 12 of
this announcement
|
"Court"
|
the High Court of Justice of England
and Wales
|
"Court Meeting"
|
the meeting(s) of Britvic
Shareholders to be convened by the Court pursuant to Part 26 of the
Companies Act for the purpose of considering and, if thought fit,
approving the Scheme (with or without amendment approved or imposed
by the Court and agreed to by Bidco and Britvic) including any
adjournment, postponement or reconvention of any such meeting,
notice of which shall be contained in the Scheme
Document
|
"Court Order"
|
the order of the Court sanctioning
the Scheme under Part 26 of the Companies Act
|
"DBP"
|
the Britvic Deferred Bonus
Plan
|
"Dealing Disclosure"
|
has the meaning given in Rule 8 of
the Takeover Code
|
"Depositary"
|
the Bank of New York Mellon, as
sponsored depositary bank and registrar for the Britvic ADS
Programme
|
"Disclosed"
|
the information which has been fairly
disclosed: (i) in writing prior to the date of this announcement by
or on behalf of Britvic to Carlsberg and/or Bidco (as the case may
be) including (without limitation) via the virtual data room
operated on behalf of Britvic in respect of the Acquisition or via
email; (ii) during the management presentations by or on behalf of
Britvic to Carlsberg; (iii) in Britvic's published annual or half
year report and accounts published prior to the date of this
announcement; (iv) in a public announcement by Britvic prior to the
date of this announcement by way of any Regulatory Information
Service; or (v) in this announcement
|
"EBITDA"
|
earnings before interest, taxes,
depreciation, and amortisation
|
"Effective" or "completion of the
Acquisition"
|
means: (i) if the Acquisition is
implemented by way of the Scheme, the Scheme having become
effective in accordance with its terms; or (ii) if the Acquisition
is implemented by way of an Offer, the Offer having been declared
or become wholly unconditional in accordance with the requirements
of the Takeover Code
|
"Effective Date"
|
the date on which the Acquisition
becomes Effective
|
"EU
Merger Regulation"
|
Council Regulation (EC) No.
139/2004
|
"Europa
Partners"
|
Europa Partners Limited, an
investment bank authorised and regulated by the FCA in the United
Kingdom
|
"Executive
Retention Arrangements"
|
has the meaning given to it in
paragraph 10 of
this announcement
|
"Executive Share Option Plan" or
"ESOP"
|
the Britvic PLC 2015 Executive Share
Option Plan
|
"FCA"
|
the United Kingdom Financial Conduct
Authority or any successor regulatory authority
|
"Forms of Proxy"
|
the form of proxy in connection with
each of the Court Meeting and the General Meeting, which shall
accompany the Scheme Document
|
"Franchise Rights Agreement"
|
has the meaning given to it in
paragraph 13 of
this announcement
|
"FSMA"
|
the Financial Services and Markets
Act 2000, as amended from time to time
|
"General Meeting"
|
the general meeting of Britvic
Shareholders (including any adjournment or postponement thereof) to
be convened for the purpose of considering and, if thought fit,
approving the Resolutions, notice of which shall be contained in
the Scheme Document
|
"Great Britain"
|
England, Scotland, Wales and the Isle
of Man and the Island of Gibraltar
|
"International Phantom
SIP"
|
the Britvic International Share
Incentive Plan
|
"Irish
PSS"
|
the Britvic Irish Profit Sharing
Scheme
|
"Latest Practicable Date"
|
5 July
2024
|
"Listing Rules"
|
the rules and regulations made by the
FCA under FSMA and contained in the publication of the same name,
as amended from time to time or (as applicable) any set of rules
and regulations replacing the same from time to time
|
"London Stock Exchange"
|
London Stock Exchange plc
|
"Long Stop Date"
|
15 July 2025, or such later date, if
any, (a) as Bidco and Britvic may agree, or (b) (in a competitive
situation) as may be specified by Bidco with the consent of the
Panel, and in each case that (if so required) the Court may
allow
|
"Market Abuse Regulation"
|
Regulation (EU) No 596/2014, as it
forms part of domestic law of Denmark and of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, as amended from
time to time
|
"Marston's"
|
Marston's PLC, a company incorporated
under the laws of England and Wales with company number
00031461
|
"Marston's Shareholder Approval
Condition"
|
has the meaning given in
paragraph 14 of
this announcement
|
"Morgan
Stanley"
|
Morgan Stanley & Co.
International plc, an investment bank authorised by the PRA and
regulated by the FCA and PRA in the United Kingdom
|
"New
Bottling Appointments"
|
has the meaning given to it in
paragraph 13 of
this announcement
|
"Nomura"
|
Nomura International plc
|
"Offer"
|
if the Acquisition is implemented by
way of a takeover offer (as that term is defined in section 974 of
the Companies Act), the offer to be made by or on behalf of Bidco,
or an associated undertaking thereof, to acquire the entire issued
and to be issued ordinary share capital of Britvic including, where
the context admits, any subsequent revision, variation, extension
or renewal of such offer
|
"Offer Document"
|
should the Acquisition be implemented
by means of an Offer, the document to be sent to Britvic
Shareholders which will contain, amongst other things, the terms
and conditions of the Offer
|
"Official List"
|
the official list maintained by the
FCA pursuant to Part 6 of FSMA
|
"Opening Position Disclosure"
|
an announcement containing details of
interests or short positions in, or rights to subscribe for, any
relevant securities of a party to an offer if the person concerned
has such a position, as defined in Rule 8 of the Takeover
Code
|
"Overseas Shareholders"
|
Britvic Shareholders who are resident
in, ordinarily resident in, or citizens of, jurisdictions outside
the United Kingdom
|
"Panel"
|
the United Kingdom Panel on Takeovers
and Mergers
|
"PCS"
|
has the meaning given to it in
paragraph 13 of
this announcement
|
"PepsiCo"
|
PepsiCo, Inc., a company incorporated
under the laws of the State of North Carolina with company number
0198463
|
"Performance Share Plan" or
"PSP"
|
the Britvic PLC 2015 Performance
Share Plan (last amended 28 January 2021)
|
"Phase 2 CMA Reference"
|
has the meaning given to it in
paragraph 3.1 of Appendix 1, Part A of
this announcement
|
"Post-Completion
Review"
|
has the meaning given to it in
paragraph 8 of this
announcement
|
"PRA"
|
the Prudential Regulation Authority
as defined in FSMA or any successor regulatory authority
|
"Qualifying
Termination"
|
termination, other than by a member
of the Carlsberg Group or the Britvic Group 'for cause' or for
gross misconduct, but not including resignation, except for
constructive dismissal
|
"Registrar of Companies"
|
the Registrar of Companies of England
and Wales
|
"Regulatory Information
Service"
|
a primary information provider (as
defined in the FCA's Handbook of Rules and Guidance)
|
"Relevant Pension Plan"
|
has the meaning given in
paragraph 3.8.12(i) of Appendix 1
|
"Resolutions"
|
the resolutions to be proposed at the
General Meeting in connection with the implementation of the
Acquisition, including being to make certain amendments to the
Britvic Articles
|
"Restricted Jurisdiction"
|
any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the Acquisition is
sent or made available to Britvic Shareholders in that
jurisdiction
|
"RSP"
|
the Britvic Restricted Share
Plan
|
"Sanction Hearing"
|
the hearing of the Court at which
Britvic will seek the Court Order
|
"Scheme" or "Scheme of
Arrangement"
|
the proposed scheme of arrangement
under Part 26 of the Companies Act between Bidco and Britvic
Shareholders to implement the Acquisition to be set out in the
Scheme Document, with or subject to any modification, addition or
condition approved or imposed by the Court and agreed to by Bidco
and Britvic
|
"Scheme Document"
|
the document to be sent to (amongst
others) Britvic Shareholders containing, inter alia, the full terms
and conditions of the Scheme and details of the Acquisition and
convening the General Meeting and Court Meeting, including (as the
context requires) any supplemental circular or document to be
published in connection with such circular
|
"Scheme Record Time"
|
the time and date to be specified as
such in the Scheme Document, expected to be 6.00 p.m. on the
Business Day immediately preceding the Effective Date, or such
other time as Bidco and Britvic may agree
|
"Special
Dividend"
|
the special dividend of 25p per share
expected to be paid to Britvic Shareholders prior to the Effective
Date
|
"Takeover Code"
|
the City Code on Takeovers and
Mergers
|
"Third Party"
|
has the meaning given in
paragraph 3.4 of Appendix 1
|
"UK" or
"United Kingdom"
|
the United Kingdom of Great Britain
and Northern Ireland
|
"U.S." or
"United States"
|
the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia
|
"U.S. Exchange Act"
|
the U.S. Securities Exchange Act of
1934 (as amended)
|
"Voting Record Time"
|
the time and date to be specified in
the Scheme Document by reference to which entitlement to vote at
the Court Meeting will be determined, expected to be 6.00 p.m. on
the day two days prior to the Court Meeting or any adjournment
thereof (as the case may be)
|
"Wider Britvic Group"
|
Britvic and its subsidiary
undertakings, associated undertakings and any other undertaking in
which Britvic or such undertakings (aggregating their interests)
have a significant interest (in each case, from time to time) but
excluding the Wider Carlsberg Group
|
"Wider Carlsberg Group"
|
Carlsberg and its subsidiary
undertakings, associated undertakings and any other undertakings in
which Carlsberg or such undertakings (aggregating their interests)
have a significant interest (in each case, from time to time) but
excluding the Wider Britvic Group
|
All references to GBP, pence,
Sterling, Pounds, Pounds Sterling, p or £ are to the lawful
currency of the United Kingdom. All references to USD, $, US$, U.S.
dollars, United States dollars and cents are to the lawful currency
of the United States of America. All references to DKK or krone are
to the lawful currency of Denmark.
The terms "subsidiary undertakings" and
"undertakings" have the meanings given by the Companies Act. The
term "associated
undertakings" has the meaning given by paragraph 19 of
Schedule 6 to the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than paragraph
19(1)(b) of Schedule 6 to those regulations which shall be excluded
for this purpose. The term "significant interest" means a direct or
indirect interest in 20% or more of the total voting rights
conferred by the equity share capital (as defined in section 548 of
the Companies Act).
All references to statutory provision
or law or to any order or regulation shall be construed as a
reference to that provision, law, order or regulation as extended,
modified, amended, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time
made thereunder or deriving validity therefrom.
All the times referred to in this
announcement are London times unless otherwise stated.
References to the singular include
the plural and vice versa.
[1] Assumption based on estimated
number of Britvic Shares required to satisfy: (a) share-settled
dividend equivalents arising on outstanding share awards between
now and end of Britvic's current financial year; and (b) PSP awards
for year commencing 1 October 2024 which assumes 1/6th
vesting.