Britvic plc: Scheme of Arrangement becomes effective

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

FOR IMMEDIATE RELEASE

16 January 2025

RECOMMENDED CASH ACQUISITION

of

Britvic PLC (“Britvic”)

by

Carlsberg UK Holdings Limited (“Carlsberg”)

(a wholly owned subsidiary of Carlsberg A/S)

to be effected by means of a scheme of arrangement under

 Part 26 of the Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 8 July 2024, the boards of Britvic and Carlsberg announced that they had reached agreement on the terms of a recommended cash offer to be made by Carlsberg to acquire the entire issued and to be issued ordinary share capital of Britvic (the “Acquisition”) to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).

On 17 December 2024, Carlsberg and Britvic announced that all regulatory conditions set out in Part A of Part III (Conditions to the implementation of the Scheme and to the Acquisition) of the Scheme Document had been satisfied. On 15 January 2025, Britvic announced that the Court had issued the Court Order sanctioning the Scheme on that day.

Scheme Effective

Britvic and Carlsberg are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies, the Scheme has today become Effective in accordance with its terms and the entire issued ordinary share capital of Britvic is now owned by Carlsberg.

Suspension and cancellation of listing and trading of Britvic Shares

Britvic Shareholders on the register of members at the Scheme Record Time, being 6.00 p.m. on 16 January 2025, will receive 1,315 pence for each Scheme Share in cash (the “Acquisition Value”). The Acquisition Value comprises for each Scheme Share:

• 1,290 pence in cash in consideration for each Scheme Share; and
• a special dividend payment of 25 pence per Scheme Share which will be paid by Britvic within 14 days of today’s date, being no later than 30 January 2025 (the “Special Dividend”).

As previously announced on 15 January 2025, applications were made for the suspension, and subsequent cancellation, of the listing of Britvic Shares on the Official List and the admission of Britvic Shares to trading on the London Stock Exchange’s main market for listed securities (the “Main Market”), and therefore the listing of Britvic Shares on the Official List and dealings in Britvic Shares on the Main Market shall be suspended at 7.30 a.m. (London time) on 17 January 2025.

The cancellation of the listing of Britvic Shares on the Official List and trading in Britvic Shares on the Main Market is expected to take effect by 7:30 a.m. on 20 January 2025.

Termination of Britvic ADS Programme

It is also expected that the Britvic ADS Programme will be terminated and the listing of Britvic ADRs on OTCQX will be terminated as soon as practicable following the Scheme having become Effective. 

Settlement

The latest date for the despatch of cheques or electronic payment to Britvic Shareholders, or settlement through CREST (as applicable), for the cash consideration and the Special Dividend due under the terms of the Scheme is 30 January 2025. Please refer to section 17 (Settlement) of Part II (Explanatory Statement) of the Scheme Document for further details.

Other

All references to times in this announcement are to London time, unless otherwise stated.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 22 July 2024.

Enquiries:

Linklaters LLP is acting as legal adviser to Britvic.

Baker McKenzie LLP is acting as legal adviser to Carlsberg.

Important Notices

Nomura International plc ("Nomura"), which is authorised by the Prudential Regulatory Authority (“PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA in the United Kingdom, is acting for Carlsberg and for no one else in connection with the distribution of this document and Nomura, its affiliates and its and their respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than Carlsberg for providing the protections afforded to clients of Nomura nor for giving advice in connection with the Acquisition or any matter referred to herein.

Morgan Stanley & Co. International plc ("Morgan Stanley") is acting as financial adviser to Britvic and to no one else. Morgan Stanley is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA. In connection with such matters, Morgan Stanley and its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as its client, nor will Morgan Stanley be responsible to anyone other than Britvic for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any matter referred to herein.

Europa Partners Limited ("Europa Partners"), which is authorised and regulated by the FCA in the United Kingdom, is acting as joint financial adviser exclusively for Britvic and no one else in connection with the Acquisition 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 Acquisition. Neither Europa Partners, 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 Partners in connection with the Acquisition, this announcement, any statement contained herein or otherwise.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove”), which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as financial adviser exclusively for Britvic and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Britvic for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Publication on Website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Britvic’s website at https://documentarchive.britvic.com/ and Carlsberg’s website at https://www.carlsberggroup.com by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.