Results of Shareholder Meetings

RNS Number : 0756V

Britvic plc

08 January 2013

 



Recommended All-Share Merger

of

Britvic plc ("Britvic")

and

A.G. BARR p.l.c. ("A.G. Barr")

Results of Shareholder Meetings

Britvic is pleased to announce that at a Court Meeting and General Meeting of Britvic Shareholders held earlier today in connection with the recommended all-share merger of Britvic and A.G. Barr, all the resolutions proposed were duly passed in the terms set out in the notice of each meeting.

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

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

Number of Britvic Shareholders voting: For: 616 (94.05%) Against: 39 (5.95%)

Number of votes: For: 187,404,674 (99.87%) Against: 237,498 (0.13%)

Percentage of eligible Scheme Shares voted: For: 77.25% Against: 0.10%

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

Number of votes: For: 187,234,139 (99.86%) Against: 263,325 (0.14%) Withheld: 744,714

Completion of the Merger remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including OFT clearance and the Court sanctioning the Scheme and confirming the associated reduction of Britvic's share capital at a Court hearing which is expected to take place on 30 January 2013. Subject to the Scheme receiving the sanction and confirmation of the Court on that date, the Scheme and the Merger is expected to become effective on 30 January 2013.

It is also expected that the listing of and dealings in Britvic Shares will be suspended with effect from 8.00 a.m. on 30 January 2013 and that the listing of the Britvic Shares will be cancelled with effect from 8.00 a.m. on 31 January 2013.

A copy of the Special Resolution passed at the General Meeting has been submitted to the Financial Services Authority ("FSA") and will shortly be available for inspection on the National Storage Mechanism at http://www.morningstar.co.uk/uk/nsm.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 5 December 2012.

For further information:

Britvic plc

Gerald Corbett                                                                                [phone]
John Gibney
Rupen Shah
Steve Nightingale

Citigroup Global Markets Limited (joint financial adviser and joint broker to Britvic)

David Wormsley                                                                              [phone]
Jan Skarbek
Andrew Seaton

Nomura International plc (joint financial adviser and joint broker to Britvic)

Richard Snow                                                                                 [phone]
Nicholas Marren

Brunswick (PR adviser to Britvic)

Mike Smith                                                                                     [phone]
Nick Cosgrove

Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Britvic and for no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Britvic for providing the protections afforded to its clients or for providing advice in connection with the matters set out in this announcement.

Nomura International plc, which conducts its UK investment banking business as Nomura, is authorised and regulated in the United Kingdom by the FSA and is acting as joint broker and joint financial adviser to Britvic and for no-one else in connection with the matters set out in this announcement.  Nomura will not be responsible to anyone other than Britvic for providing the protection afforded to its clients or for providing advice in connection with the matters set out in this announcement.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication and availability of this document

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Britvic's and A.G. Barr's websites http://ir.britvic.com and www.agbarr.co.uk respectively by no later than 12 noon (London time) on 9 January 2013.

You may request a hard copy of this announcement by contacting the Company Secretary of Britvic at [e-mail] or on [phone]. You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form.

 

END

 

 

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