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
26 June 2024
Britvic plc (the
"Company")
Rule 2.9 Announcement
In accordance with Rule 2.9 of the City Code on
Takeovers and Mergers (the "Code"), the Company confirms that, as
at the date of this announcement, it has in issue 248,906,262
ordinary shares of 20 pence each with ISIN number
GB00B0N8QD54.
The total number of shares attracting voting
rights in the Company is therefore 248,906,262. The above figure
may be used by shareholders to determine the percentage of issued
share capital they hold in the Company and if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
The Company has a sponsored American Depositary
Receipts ("ADR") programme
for which the Bank of New York Mellon acts as the sponsored
depositary bank and registrar. One ADR
represents two ordinary shares of the Company. The ADRs trade on
OTCQX. The trading symbol for these ADRs is
BTVCY and the ISIN
is US1111901047.
For further information:
Investors
Steve Nightingale (Director of
Investor Relations)
+44
(0) 7808 097784
Media
Kathryn Partridge (Group Corporate
Affairs Director)
+44 (0) 7803
854229
Stephen Malthouse (Headland)
+44 (0) 7734 956201
Morgan Stanley & Co.
International
plc +44
207 425 8000
(Financial Adviser and Corporate
Broker)
Anthony Zammit
Henry Stewart
Paul Baker
Melissa Godoy
Rusheel Somaiya
Europa Partners
Limited +44
20 7451 4542
(Financial Adviser)
Jan Skarbek
Dominic King
Linklaters LLP is retained as legal
adviser to Britvic.
Notice related to
advisers
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom is acting as joint
financial adviser and corporate broker exclusively for Britvic and
no one else in connection with the possible offer. In connection
with the possible offer, Morgan Stanley, its affiliates and their
respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any person other than Britvic for providing the
protections afforded to clients of Morgan Stanley or for providing
advice in connection with the possible offer or any other matter
referred to herein.
Europa Partners Limited ("Europa"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the
Financial Conduct Authority and the PRA 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, 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 in connection with the possible offer, this announcement,
any statement contained herein or otherwise.
Disclosure requirements of
the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at 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.