25th Nov 2005 07:01
Britvic25 November 2005 25 November 2005 Not for publication, distribution or release, directly or indirectly, in orinto, the United States of America, Australia, Canada or Japan This announcement is an advertisement and not a prospectus and investors shouldnot subscribe for or purchase any shares referred to in this announcement excepton the basis of information in the prospectus expected to be published byBritvic in due course in connection with the admission of the ordinary shares inthe capital of the Company to the Official List of the Financial ServicesAuthority and to trading on London Stock Exchange plc's (the "London StockExchange") main market for listed securities (the "Prospectus"). Copies of theProspectus will, following publication, be available from the Company'sregistered office. BRITVIC ANNOUNCES PRICE RANGE Britvic plc ("Britvic" or the "Company"), one of the two leading soft drinksbusinesses in Great Britain, today announces the price range for its initialpublic offering of existing ordinary shares ("Ordinary Shares") to institutionalinvestors in the UK and elsewhere (the "Global Offer"). The price rangeprospectus is expected to be published, and bookbuilding is expected tocommence, today. Citigroup Global Markets Limited ("Citigroup") and DeutscheBank AG ("Deutsche Bank") are joint bookrunners for the Global Offer. Summary of the Global OfferPrice range of 210p - 250p per Ordinary Share, implying a market capitalisationof approximately £451m - £537m and an enterprise value of £771m - £857m.(1) • InterContinental Hotels Group PLC, Whitbread PLC and Pernod Ricard S.A. are intending to sell, in aggregate, approximately 153 million Ordinary Shares in connection with the Global Offer. This would represent approximately 71% of the total issued share capital of Britvic • Over-allotment arrangements (not forming part of the Global Offer), representing up to a maximum 15% of the total number of Ordinary Shares comprised in the Global Offer, have been entered into with the existing shareholders • Pricing and the commencement of conditional trading are expected to take place on or around 9 December • Following Admission, a special offer of free shares to a value of £750 for each employee, based on the Offer Price, together with a new employee share matching scheme ________________________ Britvic OverviewBritvic is one of the two leading soft drinks businesses in Great Britain. TheCompany is the largest supplier of still soft drinks, the faster growingcategory in the soft drinks market, the number two supplier of carbonates andenjoys the right of first refusal of all new carbonated drinks developed byPepsiCo for distribution in Great Britain. The Company is the number 1 supplierto the licensed on-trade(2) and number 2 in the take-home channel(2),(3), sellingin total over 1.4 billion litres in 2005. Britvic's broad portfolio of leading brands includes established names with highbrand recognition such as Robinsons and Tango and highly successful innovationssuch as J2O and Robinsons Fruit Shoot. Included within the portfolio are thePepsi and 7UP brands, which Britvic produces, markets, sells and distributesunder its exclusive appointment from PepsiCo. This brand and product portfolioenables Britvic to target and satisfy a wide range of consumer demands in allthe major soft drinks categories, via all available routes to market.Soft drinks is the largest FMCG category in the British take-home channel with aretail value of over £5.3bn(4) and is also one of the fastest growing. Britvic's key strengths: • A leading portfolio o Britvic has an extensive and balanced product range spread across the stills and carbonates categories including Britvic, J2O, Robinsons (including Fruit Shoot), Pepsi, 7UP, Tango and R Whites. o Many of Britvic's brands are number 1 or 2 in their respective sub-categories o Britvic continues to explore opportunities to extend its portfolio and drive growth. In 2006, Britvic intends to launch 2 new brands in the large and growing water market, building on its successful recent acquisition and launch of Pennine Spring. In addition, from 2006 Britvic will distribute Gatorade, one of the world's leading sport drinks. • Proven brand development and innovation o Innovation is at the core of Britvic's business. Britvic has been responsible for some of the most successful launches in the soft drinks sector in the last 8 years. Britvic has launched 11 new brands in the last 8 years and 28% of net revenue is now from new brands and brand extensions launched in that period. o Britvic's innovation expertise has brought to the market, among other brands: - Robinsons Fruit Shoot, launched in 2000, has become the number 1 kids' drink, worth £72m at retail value and still recording double-digit growth.(5) - J2O, launched in 1998, has defined a new category of adult juice drinks. The brand is now worth over £193m at retail value.(5) • Working with PepsiCo o Britvic has the exclusive GB distribution rights for Pepsi, the no. 2 global soft drinks brand (6), and 7UP, the number 2 global lemon/lime brand.(6) o Since 1987 Pepsi volumes have grown over 3.5 times to 611 million litres(7) a year, resulting in the Pepsi market share in Great Britain being the highest of any country in Western Europe.(8) o The success of Britvic's 18-year relationship with PepsiCo is reflected in its EBA renewal in 2004 for a further 15 years, with a five-year extension to 2023, on admission. As well as granting the exclusive GB distribution rights for the Pepsi and 7UP brands the EBAs also give Britvic the right to first refusal of all new carbonated drinks developed by PepsiCo for distribution in Great Britain. o From 2006, Britvic will distribute Gatorade, one of the worlds'leading sports drinks. • Well-invested infrastructure o Britvic has made capital investments in the supply chain of over £102m over the last 5 years. o In addition, Britvic has invested £78m over the last 5 years behind its commercial assets with over 41,000 dispensers, 20,000 vending machines and 34,000 chillers in customers' premises. • Extensive Customer reach o Britvic's large-scale infrastructure means that its products are available to consumers at over 90% of the points of sale in GB take-home and licensed on-trade channels.(8) o Britvic products are served in 9 out of every 10 pubs and are available at over 97% of points of sale by value in take-home.(8) • Drive for efficiency o Britvic has made significant investment in its IT systems and process design over the last two years with the aim of generating efficiencies across all parts of the business. o Britvic's investment in the business has resulted in a 29% improvement in productivity over 10 years (as measured by cases per employee). Britvic has identified a further £12m of annual cost savings which are expected to be achieved in the next 3 financial years.(9) • Leadership and culture o Britvic has an experienced, committed and motivated management team who have a demonstrable record of delivering profitable growth led by product innovation. The seven members of the executive team have a combined total of over 50 years' service within Britvic, with in excess of 100 years experience in FMCG businesses including at Unilever, PepsiCo and Mars. Strategy for Growth: o To deliver strong revenue and profit growth and realise attractive cash returns, Britvic has a strategy built around six pillars: - to grow stills sales aggressively through targeting the key growth and higher margin subcategories; - to grow its share of the GB carbonates market led by Pepsi and the development of no added sugar variants; - to become the supplier of choice; - to leverage the PepsiCo Systems; - to generate further efficiencies in its cost base; and - to optimise employee performance by making Britvic a great place to work. Financials Britvic's turnover for the 52 weeks ended 2 October 2005 was £698.2 million andEBITA(10) was £78.7 million. See notes to editors attached Enquiries to: Britvic 020 7404 5959 (for today only)Paul Moody, Managing Director thereafterJohn Gibney, Finance Director 01245 261 871David Lewis, Director of Corporate Affairs 01245 261 871Julian Mears, Media Communications Manager 01245 261 871 07834 962 542IHG 01753 410176Gavin Flynn 07808 098 972Paul Edgecliff-Johnson Leslie McGibbon 01753 410425Citigroup 020 7986 6000David Wormsley Anthony GutmanDeutsche Bank 020 7545 8000Jeremy QuinCharles WilkinsonBrunswick 020 7404 5959Tom BuchananMike SmithFiona Laffan The contents of this announcement, which have been prepared by and are the soleresponsibility of the Company, have been approved solely for the purposes ofsection 21(2)(b) of the Financial Services and Markets Act 2000 by CitigroupGlobal Markets Limited of Citigroup Centre, Canada Square, London E14 5LB andDeutsche Bank AG of Winchester House, 1 Winchester Street, London EC2N 2DB.Citigroup and Deutsche Bank are acting exclusively for the Company and no oneelse in connection with the Global Offer. They will not regard any other person(whether or not a recipient of this announcement) as their respective clientsand will not be responsible to anyone other than the Company for providing theprotections afforded to their respective clients nor for giving advice inrelation to the Global Offer, the contents of this announcement or anytransaction or arrangement referred to herein. This announcement may not be distributed, directly or indirectly, in or into theUnited States, Canada, Australia or Japan. This announcement does not constituteor form part of an offer to sell or issue, or any solicitation of an offer tobuy or subscribe for, any securities referred to herein. The Global Offer andthe distribution of this announcement and other information in connection withthe Global Offer in certain jurisdictions may be restricted by law and personsinto whose possession any document or other information referred to herein comesshould inform themselves about and observe any such restriction. Any failure tocomply with these restrictions may constitute a violation of the securities lawsof any such jurisdiction. The securities mentioned herein have not been, and will not be, registered underthe U.S. Securities Act of 1933 (the "Securities Act"), and may not be offeredor sold in the United States (as such term is defined in Regulation S under theSecurities Act) unless they are registered under the Securities Act or pursuantto an exemption from registration. No public offer of the Shares is being madein the United States. The price and value of securities may go up as well as down. Persons needingadvice should contact a professional adviser. This announcement includes statements that are, or may be deemed to be,"forward-looking statements". These forward-looking statements can be identifiedby the use of forward-looking terminology, including the terms "believes","estimates", "plans", "projects", "anticipates", "expects", "intends", "may","will", or "should" or, in each case, their negative or other variations orcomparable terminology. These forward-looking statements include matters thatare not historical facts and include statements regarding the Company'sintentions, beliefs or current expectations concerning, among other things, theCompany's results of operations, financial condition, liquidity, prospects,growth, strategies and the outlook on the casual dining industry. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward-looking statements including, without limitation, thefactors to be described in the risk factors section of the Prospectus, and thefactors to be described in the financial review and prospects section of theProspectus. Forward-looking statements may and often do differ materially from actualresults. Any forward-looking statements in this announcement reflect theCompany's view with respect to future events as at the date of this announcementand are subject to risks relating to future events and other risks,uncertainties and assumptions relating to the Company's operations, results ofoperations, growth strategy and liquidity. Save as required by law or by theListing Rules of the Financial Services Authority, the Company undertakes noobligation publicly to release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in itsexpectations or to reflect events or circumstances after the date of thisannouncement. Information in this announcement or any of the documents relating to the GlobalOffer cannot be relied upon as a guide to future performance. NOTES TO EDITORS About BritvicBritvic's origins can be traced back to the mid-19th century when the BritishVitamin Products Company (abbreviated to Britvic) was established in Chelmsfordand run from a chemist's shop making lemonades, mineral waters and "tonics". Thecurrent business was established in 1986 when Bass (now IHG), Whitbread andAllied Breweries (now Pernod) merged their respective soft drinks businesses toform Britvic Soft Drinks ("BSD"). BSD was originally established to act as thesoft drinks supplier to the pub estates of these three shareholders. With theacquisition of Robinsons, Orchid Drinks, Pennine Spring and the innovation ofJ2O and Fruit Shoot, in particular, Britvic has established itself as amarket-leading soft drinks supplier in its own right. Current Shareholder structure: InterContinental Hotels Group, 47.5%Whitbread 23.75%Pernod Ricard 23.75%PepsiCo 5% Board and Senior Management team: At flotation the Board and Senior Management team will include the following: Executive Directors: Chief Executive Officer, Paul MoodyPaul Moody was appointed Managing Director in October 2003 and is responsiblefor the day-to-day running of the Group's business. He had been Chief OperatingOfficer of the BSD since October 2002. Paul Moody joined the Group in 1996 asDirector of Sales for Grocery Multiples (supermarkets) having previously workedfor Golden Wonder and Pedigree Pet Foods. Paul Moody is also currently theDeputy President of the British Soft Drinks Association. Finance Director, John GibneyJohn Gibney was appointed Finance Director in 1999 and is responsible forfinance, IT, legal, estates, risk management and business transformation. Priorto joining Britvic, John Gibney was Senior Corporate Finance & Planning Managerfor Bass, and prior to that role, Finance Director and subsequently DeputyManaging Director of Gala Clubs. Non-Executive Directors: Chairman, Gerald CorbettGerald Corbett was appointed non-executive Chairman on 24 November 2005. Hecontinues to be Chairman of Woolworths Group plc, a post held since March 2001.He is also Chairman of SSL International and Health Club Holdings Limited, theowner of Holmes Place. He is a non-executive director for Greencore plc based inDublin. Gerald Corbett was chief executive of Railtrack PLC from 1997 to 2000,Group Finance Director of Grand Metropolitan PLC from 1994 to 1997 and was GroupFinance Director of Redland PLC between 1987 and 1994. He was a non-executivedirector of the property group MEPC PLC from 1995 to 1998 and Burmah Castrol PLCfrom 1998 to 2000. Director, Joanne AverissJoanne Averiss was appointed non-executive director on 24 November 2005. JoanneAveriss has been a member of the PepsiCo legal department since 1990 holding aseries of positions in the UK and the US and most recently acting as the head oflegal (UK and Europe) for PepsiCo International's food and snack beveragesdivision. She is also a trustee of the Mesen Educational Trust. Director, Chris BulmerChris Bulmer was appointed non-executive director on 24 November 2005. ChrisBulmer was the Group Human Resources Director for Brambles Industries plcBrambles Industries Limited, and prior to that was Group Human ResourcesDirector for Whitbread Group plc. Chris Bulmer also worked for Diageo, Mars,Unilever and Blue Circle. She is also an Independent Trustee Director ofBerkeley Square Pension Trustee Company Limited. Director, Bob IvellBob Ivell was appointed non-executive director on 24 November 2005. Prior tojoining Britvic, Bob Ivell was on the board of Scottish & Newcastle plc aschairman of the retail division. He is currently the executive chairman ofRegent Inns Plc, a non-executive director of The Restaurant Group plc, deputychairman of Next Generation Clubs Limited and Next Generation Pacific Limitedand non-executive chairman of Park Resorts Limited. During the 1980s Bob was themanaging director of Beefeater. Director, Michael ShallowMichael Shallow was appointed non-executive director on 24 November 2005.Michael Shallow has been the Finance Director of Greene King plc since 1991,having previously been an associate partner at Andersen Consulting and havingheld a senior accounting role at Kingfisher plc. --------------------------(1) Taking into account pro forma net debt of £320m as at 2 October 2005 whichincludes a draw down on Britvic's existing bank facilities to fund a dividendpayment of £98.5m to its current shareholders and the expenses of the GlobalOffer.(2) AC Nielsen Scantrack Total Coverage 3 Sept 2005; Licensed on-trade ServiceJuly 2005 by retail sales value and volume.(3) Customers in the GB take-home channel include large grocery retailers(primarily Tesco, J Sainsbury, Asda, Wm Morrison), high street stores (forexample, WH Smiths, Woolworths), "impulse" channel retailers (for example,convenience stores, garage forecourt sales and off licences) and cash & carrywholesalers.(4) AC Nielsen Scantrack Total Coverage 3 Sept 2005(5) AC Nielsen Scantrack Total Coverage 3 Sept 2005; Licensed on-trade ServiceJuly 2005(6) Zenith International(7) Canadean Annual Soft Drinks Report 2005(8) AC Nielsen(9) Management estimate(10) EBITA is defined as profit before interest, tax and exceptionals afteradding back amortisation. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
InterContinental HotelsWhitbread