Britvic and AG Barr given second extension by UK's takeover panel to decide on £1.4B merger; deadline now Nov. 28

Nevin Barich

LONDON , October 31, 2012 (press release) – 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 nor as to the terms on which any such offer would be made.

For immediate release

Britvic plc ("Britvic") and A.G. Barr p.l.c. ("A.G. Barr")

Update on possible merger

Further to the announcement by the Boards of Britvic and A.G. Barr on 3 October and in accordance with Rule 2.6(a) of the Code, each of Britvic and A.G. Barr are required, by not later than 5.00 pm on 31 October 2012, either to announce a firm intention to make an offer for A.G. Barr or Britvic (as appropriate) in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

Substantial progress has been made and the two parties are now at an advanced stage of discussions, which are ongoing. Consequently, at the request of the Boards of Britvic and A.G. Barr, the Takeover Panel has consented to an extension of this deadline until 5.00pm on 28 November 2012.

This announcement has been made with the agreement of Britvic and A.G. Barr.

Enquiries:

Citi (financial adviser and joint broker to Britvic)
David Wormsley
Jan Skarbek
Andrew Seaton +44 (0) 207 986 4000
Nomura International plc (joint broker to Britvic)
Richard Snow
Nicholas Marren +44 (0) 207 521 2000
Rothschild (financial adviser to A.G. Barr)
Akeel Sachak
Stuart Vincent
Manfredi Corsini +44 (0) 207 280 5000
Investec Bank PLC (broker to A.G. Barr)
Keith Anderson
David Anderson
Henry Reast +44 (0) 207 597 5970
Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Britvic and for no one else in connection with the subject matter of this announcement 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 subject matter of this announcement.

Nomura International plc, which conducts its UK investment banking business as Nomura, is authorised and regulated in the United Kingdom by the FSA and is acting as joint broker to Britvic and for no-one else in connection with the matters set out in this announcement. Nomura will not be responsible to anyone other than Britvic for providing the protection afforded to its clients or for providing advice in connection with the matters set out in this announcement.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for A.G. Barr and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than A.G. Barr for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for A.G. Barr and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than A.G. Barr for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Dealing Disclosure Requirements:

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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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 available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on A.G. Barr's website at http://www.agbarr.co.uk/agbarr/newsite/ces_general.nsf/wpg/investors-potential_merger_with_britvic and on Britvic's website at http://ir.britvic.com/possible-merger.aspx by not later than noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement, free of charge, by contacting either the Company Secretary of A.G.Barr at companysecretarialdepartment@agbarr.co.uk (on +44 (0) 1236 852400 or at A.G. Barr p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD), or the Company Secretary of Britvic at company.secretariat@britvic.co.uk (on +44 (0) 1442 284411, or at Britvic plc, Breakspear Park, Breakspear Way, Hemel Hempstead, HP2 4TZ). You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form

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