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Possible merger of A.G. BARR p.l.c. and Britvic plc

DISCLAIMER – IMPORTANT NOTICE

Please read the following disclaimer carefully and signify your approval or disapproval by clicking on the appropriate button at the bottom of the page.

You are attempting to enter the part of the website that A.G. BARR p.l.c. (“A.G. Barr”) has designated for the publication of announcements, documents and information in connection with the possible merger of A.G. Barr and Britvic plc (“Britvic”) in compliance with the City Code on Takeovers and Mergers (the "Code").

This notice applies to all persons who view this area of the website and, depending on who you are and where you are located, it may affect your rights or responsibilities. A.G. Barr reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended or updated at any time in whole or in part at the sole discretion of A.G. Barr.

THE INFORMATION IN THIS PART OF THE A.G. BARR WEBSITE IS BEING MADE AVAILABLE TO YOU IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY INFORMATION MADE AVAILABLE IN THIS PART OF THE WEBSITE MAY NOT BE ACCESSED BY, DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH A.G. BARR REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO A.G. BARR THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY. IF YOU ARE AN A.G. BARR SHAREHOLDER (OR A PARTICIPANT IN THE A.G. BARR SHARE SCHEMES) OR A BRITVIC SHAREHOLDER (OR A PARTICIPANT IN THE BRITVIC SHARE SCHEMES) YOU SHOULD TAKE NO ACTION BASED ON THE INFORMATION AVAILABLE IN THIS PART OF THE WEBSITE. ANY ACTION REQUIRED BY AN A.G. BARR SHAREHOLDER IN CONNECTION WITH THE POSSIBLE MERGER WILL ONLY BE SET OUT IN ANY DOCUMENTS THAT MAY BE SENT TO, OR MADE AVAILABLE TO, A.G. BARR SHAREHOLDERS AND ANY DECISION MADE BY A.G. BARR SHAREHOLDERS SHOULD BE MADE SOLELY AND ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN ANY SUCH DOCUMENTS.  IN ADDITION, ANY ACTION REQUIRED BY A BRITVIC SHAREHOLDER IN CONNECTION WITH THE POSSIBLE MERGER WILL ONLY BE SET OUT IN ANY DOCUMENTS THAT MAY BE SENT TO, OR MADE AVAILABLE TO, BRITVIC SHAREHOLDERS AND ANY DECISION MADE BY BRITVIC SHAREHOLDERS SHOULD BE MADE SOLELY AND ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN ANY SUCH DOCUMENTS.

This part of the website and any of the information contained herein is not intended to and does not constitute or form part of an offer or invitation to purchase or subscribe for, or the solicitation of an offer to sell or otherwise dispose of, any securities, whether pursuant to the possible merger or otherwise. The terms of any merger proposal will be communicated to shareholders solely by means of a formal document, which will contain the full terms and conditions of any merger proposal.


The information contained in this part of the website and the information contained herein is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by A.G. Barr and/or Britvic.


Overseas jurisdictions

The information contained in this part of the website is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law or regulations of that jurisdiction (a "Restricted Jurisdiction"). The release, publication or distribution of any material or information in this part of the website in jurisdictions other than the United Kingdom may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable regulatory and legal requirements and restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.


Unless otherwise determined by A.G. Barr and Britvic or required by the Code, and permitted by applicable law and regulation, any merger offer or proposal (a "Merger Offer") will not be made available, directly or indirectly, in or into a Restricted Jurisdiction where to do so would violate the securities laws in that jurisdiction and any Merger Offer will not be capable of acceptance from or within a Restricted Jurisdiction except pursuant to an applicable exemption. Any Merger Offer may not be downloaded or accessed by any person either in whole or in part from or within a Restricted Jurisdiction or where to do so would or may constitute a breach of any applicable local laws or regulations.


If you are not permitted to view the information in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this web page.

Notice to US investors

It is anticipated that any merger proposal will involve an exchange of the securities of a UK company for the securities of another UK company and will be subject to UK disclosure and other procedural requirements and practices which are different from those of the United States.  It is anticipated that any merger proposal will be implemented by means of a scheme of arrangement under the UK Companies Act and otherwise in accordance with the requirements of the Code. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the US Exchange Act of 1934.

Financial information included in this part of the website has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It is anticipated that any securities to be issued under any merger proposal will not be registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States.  Accordingly such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from or transactions not subject to applicable requirements of such jurisdictions.  It is expected that any securities to be issued under any merger proposal will be issued in reliance upon the exemption from such registration provided by Section 3(a)(10) of the US Securities Act.

It may be difficult for US holders of A.G. Barr shares or Britvic shares to enforce their rights and any claim arising out of the US federal securities laws, since A.G. Barr and Britvic are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of A.G. Barr shares or Britvic shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act of 1934, A.G. Barr and Britvic, or their respective nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, A.G. Barr and/or Britvic shares outside of the United States, other than pursuant to any merger proposal, until the date on which any merger proposal becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at: http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

Forward-looking statements

This part of the website and the information contained herein contain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", “targets”, "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of A.G. Barr (or Britvic) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of A.G. Barr (or Britvic) to differ materially from the expectations of A.G. Barr (or Britvic, as applicable) include, among other things, general business and economic conditions globally, fluctuations in the currency markets, commodity price volatility, fluctuations in raw material prices, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability, disruptions in business operations due to reorganisation activities, interest rate and currency fluctuations, and the incurring and/or experiencing of unanticipated costs and/or delays or difficulties relating to their business. Such forward-looking statements should therefore be construed in light of such factors. Neither A.G. Barr nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this part of the website or the information contained herein will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.

Any forward-looking statements speak only as of the date of the relevant document. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Services Authority), A.G. Barr is not under any obligation and A.G. Barr expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Not a profit forecast

Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or a profit estimate and no statement in this part of the website or the information contained herein should be interpreted to mean that the future earnings per share of A.G. Barr (and/or Britvic and/or the merged group if any merger takes place) for current or future financial years will necessarily match or exceed the historical published earnings per share of A.G. Barr (or Britvic, as applicable).

Responsibility

The directors of A.G. Barr accept responsibility for the information relating to A.G. Barr contained in the documents available in this part of the website, save that, except as otherwise specified in the relevant document(s), the only responsibility accepted by them in respect of the information relating to Britvic (and its subsidiaries, subsidiary undertakings and associated undertakings (including any joint venture, partnership, firm or company in which Britvic or any of its subsidiaries or subsidiary undertakings is interested or any undertaking in which Britvic and such undertakings (aggregating their interests) have a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking)), which has been compiled from public sources, is to ensure that such information has been correctly and fairly reproduced and represented. To the best of the knowledge and belief of the directors of A.G. Barr (who have taken all reasonable care to ensure that such is the case), the information for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.


The documents included in this part of the website speak only at the specified date of the relevant document and, subject to any continuing obligations under applicable law or any relevant listing rules, A.G. Barr expressly disclaims any obligation to disseminate any updates or revisions to any statements in this part of the website or the information contained herein to reflect any change in expectations or events, conditions or circumstances on which any such statement(s) is based.


None of the directors of A.G. Barr or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.


If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Governing law

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of understanding and acceptance of disclaimer

• I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal or would otherwise result in a breach of any applicable laws or regulations.
• I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
• I represent and warrant to A.G. Barr that I intend to access this part of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
• I agree to be bound by the terms of this notice.

 

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A.G.Barr p.l.c., Westfield House, 4 Mollins Road, Westfield, Cumbernauld, G68 9HD Registered in Scotland (Reg No SC5653)