FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: |
Britvic plc ("Britvic") |
(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 party to the offer |
Britvic |
(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEREE |
(e) Date position held: |
19 September 2012 |
(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 PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
|
Ordinary 20 Pence |
|||
|
Interests |
Short positions |
||
Number |
% |
Number |
% |
|
(1) Relevant securities owned and/or controlled: |
- |
|
- |
|
(2) Derivatives (other than options): |
- |
|
- |
|
(3) Options and agreements to purchase/sell: |
- |
|
- |
|
TOTAL: |
- |
|
- |
|
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
Class of relevant security in relation to which subscription right exists: |
- |
Details, including nature of the rights concerned and relevant percentages: |
- |
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.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
None
|
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
(a) Beneficial holdings of the Directors of Britvic (and their spouses) in Britvic shares
Director |
Number of Britvic Shares |
Percentage of 242,125,474 issued ordinary share capital of Britvic |
Gerald Corbett (1) |
103,695 |
0.42% |
Paul Moody (2) (3) |
444,995 |
1.83% |
John Gibney (4) |
373,389 |
1.54% |
Joanne Averiss |
14,696 |
0.06% |
Ben Gordon |
11,393 |
0.04% |
Bob Ivell |
10,870 |
0.04% |
Michael Shallow |
21,739 |
0.08% |
Notes:
(1) These Britvic shares are held with a nominee for the benefit of Mrs & Mrs Gerald Corbett.
(2) Of these Britvic shares, 434,042 are held by Susan Moody, Paul Moody's wife.
(3) Of these Britvic shares, 10,953 shares are held on behalf of Paul Moody by the Trustee of the Britvic Share Incentive Plan, which is an all-employee tax approved share scheme open to employees in Great Britain.
(4) Of these Britvic shares, 10,953 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.
No director of Britvic has any interest in the shares of A.G. Barr p.l.c.
(b) Options held by Directors of Britvic over Britvic shares
Britvic Executive Share Option Plan - Long Term Incentive |
Director |
Number of Britvic Shares Under Option (1) |
Option Exercise Price (pence) |
Period during which options can be exercised |
Paul Moody |
273,005 |
245.0 |
15/12/08 to 15/12/15 |
|
338,776 |
245.0 |
06/12/09 to 06/12/16 |
|
246,369 |
347.0 |
05/12/10 to 05/12/17 |
|
530,189 |
221.0 |
07/12/11 to 07/12/18 |
|
372,326 |
387.0 |
07/12/12 to 07/12/19 |
|
310,111 |
465.0 |
07/12/13 to 07/12/20 |
|
452,368 |
332.0 |
06/12/14 to 06/12/21 |
Total |
2,523,144 |
|
|
|
|
|
|
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 Britvic Share Awards / Nil Cost Options (2) |
Market Price at Date of Award (pence) |
Date of Award |
Vesting Date |
Paul Moody |
124,110 |
380.1 |
05/12/09 |
05/12/12 |
|
103,370 |
475.4 |
07/12/10 |
07/12/13 |
|
150,790 |
329.8 |
06/12/11 |
06/12/14 |
Total |
378,270 |
|
|
|
|
|
|
|
|
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 3 for each additional class of relevant security.
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).
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 making the disclosure or any person acting in concert with it: 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 making the disclosure, or any person acting in concert with it, 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: |
19 September 2012 |
Contact name: |
Clare Thomas |
Telephone number: |
+44 (0)121 711 1102 |
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 monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.