Form 8 (DD) - Britvic plc

RNS Number : 5935X

Britvic plc

11 February 2013

 



FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the party to the offer or person acting in concert making the disclosure:	John Gibney
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient	-
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Britvic plc ("Britvic") ("the Company")
(d) Status of person making the disclosure:      e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	Acting in concert with the Company
(e) Date dealing undertaken:	8 February 2013
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	No

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security:	Ordinary 20 pence ("Ordinary Shares")
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	373,640(1)	0.154	Nil	-
(2) Derivatives (other than options):	Nil	-	Nil	-
(3) Options and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	373,640(1)	0.154	Nil	-

Note:

(1)        Of these Ordinary shares, 11,204 shares are held on behalf of John Gibney by the Trustee of the Britvic Share Incentive Plan, which is an all-employee tax approved share scheme open to employees in Great Britain.

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities (including directors' and other executive options)

Class of relevant security in relation to which subscription right exists:	-
Details, including nature of the rights concerned and relevant percentages:	-

Britvic Executive Share Option Plan - Long Term Incentive

Director	Number of Ordinary Shares Under Option (1)	Option Exercise Price (pence)	Period during which options can be exercised
John Gibney	124,366	245.0	15/12/08 to 15/12/15
	162,245	245.0	06/12/09 to 06/12/16
	119,135	347.0	05/12/10 to 05/12/17
	284,879	221.0	07/12/11 to 07/12/18
	200,065	387.0	07/12/12 to 07/12/19
	166,634	465.0	07/12/13 to 07/12/20
	240,502	332.0	06/12/14 to 06/12/21
Total	1,297,826

Britvic Performance Share Plan - Long Term Incentive

Director	Number of Ordinary Share Awards / Nil Cost Options (2)	Market Price at Date of Award (pence)	Date of Award	Vesting Date
John Gibney	80,026	380.1	05/12/09	05/12/12
	66,654	475.4	07/12/10	07/12/13
	96,200	329.8	06/12/11	06/12/14
Total	242,880

Notes:

(1)        Options under the Executive Share Option Plan become exercisable on the satisfaction of a performance condition and remain exercisable until ten years after the date of grant.

(2)        Performance Share Plan awards are subject to the satisfaction of a performance condition.  Awards up to and including 2008 (now vested) were made in respect of Ordinary Shares.  Awards granted in 2009, 2010 and 2011 were made in respect of nil cost options which become exercisable on the satisfaction of performance conditions and remain exercisable until ten years after the date of grant for employees based in the UK.

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a)        Purchases and sales

Class of relevant security	Purchase/sale	Total Number of securities	Price per unit
Ordinary Shares	Purchase in connection with the Company's All Employee Share Incentive Plan	26	448 pence

Notes:

(1)   The above transaction has taken place in relation to the Britvic Share Incentive Plan ("SIP") on 8 February 2013.  The SIP is an all-employee trust arrangement approved by HM Revenue and Customs, under which employees are able to purchase Ordinary Shares, using deductions from salary in each 4-week pay period, and receive allocations of matching free Ordinary Shares ("Matching Shares"). The SIP trustees allocated 14,677 Ordinary Shares to employees participating in the SIP as Matching Shares.  These shares were deducted from a balance of unallocated shares held by the trustees, being shares which have been forfeited by employees under the SIP Rules.

(2)          John Gibney purchased 26 Ordinary Shares at a price of 448 pence and was allocated for no consideration 11 matching shares.

(b)        Derivatives transactions (other than options)

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
n/a	n/a	n/a	n/a	n/a

(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a

(ii)        Exercising

Class of relevant security	Product description e.g. call option	Number of securities	Exercise price per unit
n/a	n/a	n/a	n/a

(d)        Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
n/a	n/a	n/a	n/a

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person: If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	No
Supplemental Form 8 (SBL)	No

Date of disclosure:	11 February 2013
Contact name:	Clare Thomas
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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