REG - Carlsberg A/S Britvic plc - Statement by Carlsberg Group regarding Britvic plc

Carlsberg A/SAnnouncement

24/06/2024 07:30

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RNS Number : 5535T  Carlsberg A/S  24 June 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND
THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE

 

FOR IMMEDIATE RELEASE

 

24 June 2024

Statement by Carlsberg Group ("Carlsberg") regarding Britvic plc ("Britvic")

 

Further to the speculation in the weekend press, Carlsberg confirms that it
has reached agreement with PepsiCo, Inc. ("PepsiCo") whereby PepsiCo has
agreed to waive the change of control clause in the bottling arrangements it
has with Britvic. This waiver will come into effect should an acquisition of
Britvic by Carlsberg, which has the recommendation of Britvic's board, proceed
to completion.

 

Carlsberg is considering its position. There can be no certainty that any
offer will be made.

 

A further announcement will be made as appropriate.

 

In accordance with Rule 2.6(a) of the Code, Carlsberg is required, by no later
than 5.00 p.m. on 19 July 2024, either to: (a) announce a firm intention to
make an offer, subject to conditions or pre-conditions if relevant, for
Britvic in accordance with Rule 2.7 of the Code; or (ii) announce that it does
not intend to make an offer for Britvic, in which case the announcement will
be treated as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Panel in accordance with Rule
2.6(c) of the Code.

 

Enquiries

 

 Carlsberg

Investor Relations:   Peter Kondrup

                                                                    Tel: +45 2219 1221
 Media Contact:

 Brunswick Group

Max McGahan

 Diana Vaughton

                                                                    Tel: +44 (0)20 7404 5959
 Tom Pigott

 Carlsberg@brunswickgroup.com (mailto:Carlsberg@brunswickgroup.com)

 Nomura International plc                                             Tel: +44 (0)20 7102 1000

Adrian Fisk

Henry Phillips

Oliver Donaldson
 Baker McKenzie LLP is retained as legal adviser to Carlsberg.

Important Notice

Nomura International plc ("Nomura"), which is authorised by the Prudential
Regulation Authority and regulated by the Prudential Regulation Authority and
the Financial Conduct Authority in the United Kingdom, is acting as financial
adviser to Carlsberg and no one else in connection with the matters set out in
this announcement and Nomura, its affiliates and its 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 relation to any matter or arrangement referred to in this
announcement.

 

Disclosure requirements of 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 securities
exchange 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 securities
exchange 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 securities exchange 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 securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange 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
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange 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 securities exchange offeror(s), 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 securities exchange 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
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. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on Website

A copy of this announcement will be made available subject to certain
restrictions relating to persons resident in restricted jurisdictions on the
Carlsberg websites at www.carlsberggroup.com and by no later than 12 noon
(London time) on the business day following the date of this announcement. The
content of these websites are not incorporated into and do not form part of
this announcement.

 

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and Denmark may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom and Denmark should inform themselves about, and
observe any applicable requirements. This announcement has been prepared for
the purposes of complying with English law and the Code as well as the
obligations of Carlsberg pursuant to the Market Abuse Regulation (EU) 596/2014
(MAR) and the information disclosed in this announcement may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside the United Kingdom or
Denmark.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1993, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

Forward-looking statements

This announcement contains certain "forward-looking statements" including
statements regarding our intent, belief, or current expectations with respect
to Carlsberg's business and operations, market conditions, results of
operations and financial condition, and risk management practices. The words
"likely", "expect", "aim", "should", "could", "may", "anticipate", "predict",
"believe", "plan", "forecast" and other similar expressions are intended to
identify forward-looking statements. Indications of, and guidance on, future
earnings, anticipated production, life of mine and financial position and
performance are also forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause Carlsberg's actual results, performance and achievements or
industry results to differ materially from any future results, performance or
achievements, or industry results, expressed or implied by these
forward-looking statements. Relevant factors may include (but are not limited
to) changes in commodity prices, foreign exchange fluctuations and general
economic conditions, increased costs and demand for production inputs, the
speculative nature of exploration and project development, including the risks
of obtaining necessary licences and permits and diminishing quantities or
grades of reserves, political and social risks, changes to the regulatory
framework within which Carlsberg operates or may in the future operate,
environmental conditions including extreme weather conditions, recruitment and
retention of personnel, industrial relations issues and litigation.
Forward-looking statements are based on Carlsberg's good faith assumptions as
to the financial, market, regulatory and other relevant environments that will
exist and affect Carlsberg's business and operations in the future. Carlsberg
does not give any assurance that the assumptions will prove to be correct.
There may be other factors that could cause actual results or events not to be
as anticipated, and many events are beyond the reasonable control of
Carlsberg. Readers are cautioned not to place undue reliance on
forward-looking statements, particularly in the significantly volatile and
uncertain current economic climate. Forward-looking statements in this
document speak only at the date of issue. Except as required by applicable
laws or regulations, Carlsberg does not undertake any obligation to publicly
update or revise any of the forward-looking statements or to advise of any
change in assumptions on which any such statement is based. Except for
statutory liability which cannot be excluded, each of Carlsberg, its officers,
employees and advisors expressly disclaim any responsibility for the accuracy
or completeness of the material contained in these forward-looking statements
and excludes all liability whatsoever (including in negligence) for any loss
or damage which may be suffered by any person as a consequence of any
information in forward-looking statements or any error or omission.

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