18th May 2010
Britvic plc - Equity-Placing Completion
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.
Britvic completes its equity placing of approximately £93.7million
Further to the announcement on 18th May 2010, Britvic plc ("Britvic") announces the successful placement (the "Placing") of 21,780,153 ordinary shares of 20p each (the "Shares") in the capital of Britvic.
The Shares were placed with investors at a price of 430 pence per Share and represent, in aggregate, approximately 9.9 per cent of the current issued ordinary share capital of Britvic. Based on the placing price, the gross proceeds are approximately £93.7 million.
Citigroup Global Markets U.K. Equity Ltd ("Citi") and Nomura International plc ("Nomura" and together with Citi, the "Managers") acted as Joint Brokers.
This announcement follows on from the announcements regarding the placing of shares and regarding the 2010 interims results and strategic initiatives, both released on 18th May 2010.
For further information:
Enquiries
Britvic |
Craig Marks |
01245 504 330* |
|
Citi |
Andrew Seaton Adam Lister |
020 7986 4000* |
|
Nomura |
Stephen Pull Adam Wright |
020 7102 1000* |
|
Brunswick |
Tom Buchanan |
020 7404 5959 |
* All enquiries on 18 May 2010 should be directed via Brunswick.
Notes
Britvic is one of the two leading branded soft drinks businesses in the UK and the Republic of Ireland. The Company is the largest supplier of branded still soft drinks in Great Britain, and the number two supplier of branded carbonates. Britvic's broad portfolio of leading brands includes established names with high brand recognition such as Robinsons, Tango, Drench, J2O and Fruit Shoot. Included within the portfolio are the PepsiCo brands which Britvic produces, markets, sells and distributes under its exclusive appointments from PepsiCo. This brand and product portfolio enables Britvic to target and satisfy a wide range of consumer demands in all major soft drinks categories, via all available routes to market.
General
This announcement has been issued by, and is the sole responsibility of, Britvic plc.
An application has been made for, and the Placing is conditional on, inter alia, admission of the Shares to listing on the Official List maintained by the UK Listing Authority and to admission to trading by the London Stock Exchange on its market for listed securities (together "Admission"). The Shares will be issued credited as fully paid and will rank pari passu with the existing ordinary shares of Britvic, including the right to receive all dividends and other distributions declared, made or paid after the date of issue, including the interim dividend of 4.7 pence that is to be paid to holders of the existing ordinary shares of Britvic on 2 July 2010. Admission is expected to take place, settlement to occur and dealing in the Shares to commence at 8.00 a.m. on 21 May 2010.
This announcement does not constitute or form part of any offer to sell or issue or the solicitation of an offer to buy or subscribe for Shares in Australia, Canada, Japan or South Africa or in any other jurisdiction in which such offer or solicitation is or may be unlawful and the information contained herein is not for publication or distribution in Australia, Canada, Japan or South Africa or any jurisdiction in which such publication or distribution is unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
This announcement does not constitute or form part of any offer to sell or issue or the solicitation of an offer to buy or subscribe for Shares in the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The Shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Shares is being made in the United States.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") AND (2) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) WHO ARE INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) WHO ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR (III) WHO ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BRITVIC PLC (THE "COMPANY").
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate'', "target", "expect", "estimate", "intend", "plan'; "goal'; "believe", or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Company's future financial position, income growth, impairment charges, business strategy, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditure, and plans, dividend growth and objectives for future operations of the Company and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Services Authority, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per ordinary share for the current or future financial years would necessarily match or exceed the historical published earnings per ordinary share.
This announcement is for information purposes only and does not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information which has not been independently verified by Britvic or any of the Managers. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Nomura, Citi or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
The distribution of this announcement and the Placing and/or offering or issue of the Shares in certain jurisdictions may be restricted by law. No action has been taken by Britvic, the Managers or any of their respective affiliates that would, or which is intended to, permit (i) an offer of the Shares in any jurisdiction or (ii) possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Britvic and the Managers to inform themselves about and to observe any such restrictions.
Citi, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Britvic and no one else in connection with the Placing, and will not be responsible to anyone other than Britvic for providing the protections offered to customers of Citi nor for providing advice in relation to the Placing or any other matter referred to herein.
Nomura, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Britvic and no one else in connection with the Placing, and will not be responsible to anyone other than Britvic for providing the protections offered to customers of Nomura nor for providing advice in relation to the Placing or any other matter referred to herein.