TIDMBVIC
RNS Number : 2849G
Citigroup Global Markets Limited
25 May 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
PepsiCo, Inc. Announces Intention to Sell up to all of its 4.5%
Minority Stake in Bottler Britvic plc; No Impact Expected on
Bottling Arrangement
PepsiCo, Inc. ("PepsiCo") announces its intention to sell up to
all of its 4.5% minority equity stake (up to approximately 11.8
million ordinary shares) in Britvic plc ("Britvic") (the "Placing
Shares") held through PepsiCo's subsidiary, Tropicana United
Kingdom Limited. The sale is expected to be executed through an
accelerated bookbuild placement with institutional investors (the
"Placing"), which will be launched immediately following this
announcement.
Britvic serves as PepsiCo's bottler and distributor in the
United Kingdom and Ireland and also manufactures and distributes
its own portfolio of leading brands. PepsiCo's decision was made as
part of a routine review of its asset portfolio and has no impact
on PepsiCo's longstanding and valued bottling relationship with
Britvic.
"Britvic has been a terrific bottling partner since 1987 and we
look forward to the continuation of this mutually beneficial
relationship," said Ramon Laguarta, Chief Executive Officer of
PepsiCo's Europe Sub-Saharan Africa business. "The combined
capabilities of Britvic and PepsiCo are valued by our respective
consumers, customers and shareholders and this decision will not
impact our bottling arrangements."
Simon Litherland, Chief Executive Officer of Britvic, commented
"The relationship between Britvic and PepsiCo is longstanding and
has been mutually beneficial to both parties. We have been the sole
bottling partner for PepsiCo in Great Britain for the last 30 years
and in that time, we have delivered significant growth for PepsiCo,
led by Pepsi Max, and successfully expanded our bottling agreement
into new categories. Both Britvic and PepsiCo are committed to
continuing to build on the success we have achieved to date into
the future."
Citigroup Global Markets Limited ("Citi") is acting as sole
bookrunner in connection with the Placing. The placing price and
number of Placing Shares to be sold will be agreed by Citi and
PepsiCo at the close of the bookbuild process. The timings for the
close of the bookbuild process, pricing and allocations are at the
absolute discretion of Citi and PepsiCo.
Britvic will not receive any proceeds from the Placing.
About PepsiCo
PepsiCo products are enjoyed by consumers one billion times a
day in more than 200 countries and territories around the world.
PepsiCo generated approximately $63 billion in net revenue in 2016,
driven by a complementary food and beverage portfolio that includes
Frito-Lay, Gatorade, Pepsi-Cola, Quaker and Tropicana. PepsiCo's
product portfolio includes a wide range of enjoyable foods and
beverages, including 22 brands that generate more than $1 billion
each in estimated annual retail sales.
At the heart of PepsiCo is Performance with Purpose - our
fundamental belief that the success of our company is inextricably
linked to the sustainability of the world around us. We believe
that continuously improving the products we sell, operating
responsibly to protect our planet and empowering people around the
world is what enables PepsiCo to run a successful global company
that creates long-term value for society and our shareholders. For
more information, visit www.pepsico.com.
PepsiCo Cautionary Statement
Statements in this release that are "forward-looking statements"
are based on currently available information, operating plans and
projections about future events and trends. Terminology such as
"expect," "commitment," "will" or similar statements or variations
of such terms are intended to identify forward-looking statements,
although not all forward-looking statements contain such terms.
Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially
from those predicted in any such forward-looking statement. Such
risks and uncertainties include, but are not limited to, changes in
demand for PepsiCo's products, as a result of changes in consumer
preferences or otherwise. For additional information on these and
other factors that could cause PepsiCo's actual results to
materially differ from those set forth herein, please see PepsiCo's
filings with the Securities and Exchange Commission, including its
most recent annual report on Form 10-K and subsequent reports on
Forms 10-Q and 8-K. Investors are cautioned not to place undue
reliance on any such forward-looking statements, which speak only
as of the date they are made. PepsiCo undertakes no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Contact: Investors Media
Jamie Caulfield Jay Cooney
Senior Vice President, Investor Relations Vice President, Communications
914-253-3035 914-325-3485
jamie.caulfield@pepsico.com jay.cooney@pepsico.com
Citigroup Global Markets Limited
Alex Carter
Chuba Ezenwa
+44 (0) 20 7500 5000
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE OFFERING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO
WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE
QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND ANY AMMENT THERETO,
INCLUDING EU DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING
MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED
KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE OFFERING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of, securities in the United States, Canada, Australia, South
Africa or Japan or in any other jurisdiction in which such an offer
or solicitation is unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the applicable securities laws of any state or
other jurisdiction of the United States, Canada, Australia, South
Africa or Japan or of any other jurisdiction. The Placing Shares
may not be offered or sold in the United States unless registered
under the US Securities Act or offered in a transaction exempt
from, or not subject to, the registration requirements of the US
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States or
elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
PepsiCo, Tropicana United Kingdom Limited, Citi or any of their
respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by PepsiCo, Tropicana United Kingdom
Limited, Citi or any of their respective affiliates that would, or
which is intended to, permit a public offer of the Placing Shares
in any jurisdiction or possession or distribution of this
announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by PepsiCo, Tropicana United
Kingdom Limited and Citi to inform themselves about and to observe
any applicable restrictions.
Citi, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting only for
PepsiCo and Tropicana United Kingdom Limited in connection with the
Placing and will not be responsible to anyone other than PepsiCo
and Tropicana United Kingdom Limited for providing the protections
offered to the clients of Citi, nor for providing advice in
relation to the Placing or any matters referred to in this
announcement.
Citi and any of its affiliates acting as an investor for its own
account may participate in the offering on a proprietary basis and
in that capacity may retain, purchase or sell for their own account
such Placing Shares. In addition, Citi or any of its affiliates may
enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or
dispose of Placing Shares. Citi does not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKPDQPBKDKPB
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