Britvic plc BVIC All-share merger of A.G.Barr and Britvic

  Britvic plc (BVIC) - All-share merger of A.G.Barr and Britvic

RNS Number : 0553R
Britvic plc
14 November 2012




                                      

                                      

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 OF SUCH JURISDICTION

                                      



For immediate release



                                                              14 November 2012



       RECOMMENDED ALL-SHARE MERGER OF A.G. BARR P.L.C. AND BRITVIC PLC





Summary



· The boards of A.G. BARR  p.l.c. and Britvic plc are pleased  to 
announce that  they have  reached  agreement on  the  terms of  a  recommended 
all-share merger of A.G. Barr and Britvic,  which is to be implemented by  way 
of a  scheme of  arrangement of  Britvic. It  is proposed  that the  Combined 
Entity will be called "Barr Britvic Soft Drinksplc".



· The Merger will create one of the leading soft drinks companies
in Europe,  with annual  sales of  over £1.5  billion, a  portfolio of  strong 
brands and significant prospects for future growth.



· The Merger ratio will be  0.816 New A.G. Barr Shares for  every 
Britvic Share held, resulting in Britvic Shareholders holding approximately 63
per cent. and A.G. Barr Shareholders holding approximately 37 per cent. of the
issued share capital of the Combined Entity as at the Effective Date.



· The combination has compelling commercial and industrial  logic 
given the high level of complementarity between the two businesses in terms of
brands, sales  channel  presence and  geographic  presence within  the  United 
Kingdom.



· In addition, following preliminary analysis, opportunities  for 
significant cost and net revenue synergies have been identified which underpin
the industrial logic and shareholder value creation opportunity of the Merger.
The boards of A.G. Barr  and Britvic believe that  the Combined Group will  be 
able to achieve recurring annual  cost synergies of approximately £35  million 
through overhead savings, procurement  savings and supply chain  enhancements. 
In addition  to these  cost synergies,  the boards  of A.G.  Barr and  Britvic 
believe that the Merger will provide an opportunity to achieve a  contribution 
of at least £5 million from annual net revenue synergies through utilising the
combined distribution channels,  brand portfolios and  geographic presence  of 
the Combined Group. The  boards of A.G.  Barr and Britvic  expect to build  up 
synergies progressively, minimising risk, in order to achieve aggregate,  full 
run rate synergies of £40 million in 2016^1.

----------------------------
^1 These statements are not  intended as a profit  forecast and should not  be 
interpreted to mean that earnings per A.G. Barr or Britvic ordinary share  for 
the current or future  financial years would necessarily  match or exceed  the 
historical published earnings per A.G. Barr or Britvic ordinary share.



· The boards of A.G. Barr  and Britvic believe that the  Combined 
Group will possess an attractive portfolio of strong and differentiated brands
(including IRN-BRU,  Robinsons,  Fruit  Shoot,  J2O  and  Rubicon),  with  its 
portfolio well represented in key sub-segments of the soft drinks market.



· Britvic also enjoys a strong relationship with Pepsi and  Pepsi 
is supportive  of  a  combination  of A.G.  Barr  and  Britvic.  Britvic  has 
exclusive bottling and distribution agreements with Pepsi in Great Britain for
a number of  Pepsi brands  including Pepsi,  7UP, Gatorade,  Mountain Dew  and 
SoBe, and for Pepsi, 7UP and Mountain  Dew in Ireland. The Combined Group  is 
committed to  maintaining  and  developing its  successful  relationship  with 
Pepsi. Conditional on the  Merger becoming Effective,  Pepsi and Britvic  have 
agreed certain  variations  to  the contractual  terms  of  Pepsi's  exclusive 
bottling and distribution agreements with  Britvic (to reflect the  operations 
of the Combined Group following the Merger) and, on the basis of these revised
terms, Pepsi has agreed not to exercise any rights of termination it may  have 
as a consequence of the Merger under these agreements. 



· The Combined Group's brand portfolio will benefit from enhanced
routes to market and  is expected to drive  opportunities for further  revenue 
growth. Internationally, the Combined  Group will enjoy significant  presence 
in France  and Ireland,  and  growing distribution  of proprietary  brands  in 
markets such as the USA.



· The Combined Group's strategy  will focus on creating value  by 
driving both the availability of its brands and operational efficiency.



· The Combined Group will have a proven management team to be led
by the current A.G. Barr CEO, Roger White, as CEO of the Combined Group,  with 
John Gibney, the current CFO of Britvic, as CFO of the Combined Group.  Gerald 
Corbett,  the  current  Britvic   non-executive  Chairman,  will  become   the 
non-executive Chairman of the  Combined Group, and  Ronald Hanna, the  current 
Chairman of A.G. Barr,  will become the non-executive  Deputy Chairman of  the 
Combined Group. The Combined Entity's board  will also include a further  six 
non-executive  directors,  three  nominated  from  each  of  A.G.  Barr's  and 
Britvic's boards.  Furthermore,  the Combined  Group  will benefit  from  the 
collective talent  of  the respective  management  teams, who  will  focus  on 
delivering the  Combined  Group's  business  strategy  whilst  delivering  the 
integration of the two businesses.



· A.G.  Barr  and Britvic  are  both experienced  operators  with 
significant knowledge and expertise across  the soft drinks sector. Both  A.G. 
Barr and  Britvic  have  recent  experience  of  successful  post  transaction 
integrations. The  integration of  the two  businesses will  be managed  by  a 
dedicated integration team, bringing together the best relevant capability  of 
both businesses, to facilitate a smooth and swift transition.



· Following the completion of the Merger, the Combined Group will
benefit from  a  robust long  term  capital structure.  The  Combined  Group's 
sources  of  funding   will  provide  appropriate   financial  and   strategic 
flexibility going forward which  will be further enhanced  by the delivery  of 
synergies.



· It  is proposed  that the  legal headquarters  of the  Combined 
Entity will be  located at  A.G. Barr's  existing head  office in  Cumbernauld 
which will also remain its registered office, and its operational headquarters
will be located at Britvic's existing head office at Hemel Hempstead.



· A.G. Barr and Britvic intend to pay dividends in respect of the
period up  to the  Effective Date.  A.G.  Barr intends  to declare  a  second 
interim dividend for the year ending 26  January 2013 of 7.4p per share to  be 
paid on 18 January 2013 to A.G. Barr Shareholders on the register on 4 January
2013, in lieu of the final dividend  for the financial year ending 26  January 
2013. Together with the interim dividend of 2.6p per share paid to A.G.  Barr 
Shareholders on 19  October 2012,  this gives a  total dividend  for the  year 
ending 26 January 2013  of 10.0p per share,  an increase of approximately  7.5 
per cent. on the dividend paid for the year ended 28 January 2012.



· Britvic intends to declare a second interim dividend in lieu of
the final dividend for the financial year ended 30 September 2012 of 12.4p per
share. Together with the interim dividend  of 5.3p per share paid to  Britvic 
Shareholders on 13 July 2012, this gives  a total dividend of 17.7p per  share 
for the financial  year ended  30 September  2012, consistent  with the  prior 
financial year. The second interim dividend  will be paid on 18 January  2013 
to Britvic Shareholders  on the  register on 7  December 2012.  Additionally, 
Britvic intends to  declare a  special interim  dividend of  10.0p per  share, 
conditional upon the  Merger becoming Effective,  in lieu of  the dividend  in 
relation to the period from  1 October 2012 until  the Effective Date, and  in 
recognition of the Combined Group's dividend  policy. This will be paid  after 
the Effective  Date to  Britvic Shareholders  on the  register at  the  Scheme 
Record Time.



· The Merger will  be conditional on,  amongst other things,  the 
approval of A.G. Barr Shareholders and Britvic Shareholders and OFT clearance.



· A.G. Barr  and Britvic have  received irrevocable  undertakings 
from those of the A.G. Barr Directors, their families and related trusts,  and 
Britvic Directors and their families who hold or are beneficially entitled  to 
A.G. Barr and/or Britvic shares, representing in aggregate 19.94 per cent.  of 
A.G. Barr's  share capital  and  0.40 per  cent.  of Britvic's  share  capital 
respectively in issue on 13 November  2012 (being the latest practicable  date 
prior to this announcement).



Gerald Corbett, Britvic plc non-executive Chairman commented:



"The merger of A.G.  Barr and Britvic  will create a  world class soft  drinks 
company. The combination makes huge commercial and industrial sense,  bringing 
together a host of iconic brands from Robinsons Squash to IRN-BRU, as well  as 
from the strong  stable of Pepsi  beverage brands, with  very little  overlap. 
A.G. Barr and  Britvic are  a fantastic  fit with  complementary strengths  in 
products, channels and geographies and  we will benefit from very  significant 
synergies. Together we will create a bigger, better and stronger business  for 
our consumers, customers and shareholders for now and the future."



Ronald Hanna, A.G. BARR p.l.c. non-executive Chairman commented:



"This is a  unique opportunity  to create  long term  value for  both sets  of 
shareholders through sustainable profitable growth, underpinned by significant
synergy  benefits.  The  Combined  Group  will  have  a  broad  portfolio  of 
attractive soft drinks brands with  representation in key sub-segments of  the 
soft drinks market.The new business will enjoy significant growth  potential 
in all sectors of the market through diversified and enhancedroutes to market
and the potential of increased international exposure. With a clear strategy,
strong management  team and  tight financial  control, the  union of  our  two 
businesses will create real future potential."



The Britvic Directors, who  have been so advised  by Citigroup Global  Markets 
Limited, consider  the terms  of the  Merger to  be fair  and reasonable.  In 
providing its advice, Citigroup Global Markets Limited has taken into  account 
the commercial assessments of the Britvic Directors. Accordingly, the  Britvic 
Directors intend  unanimously to  recommend Britvic  Shareholders to  vote  in 
favour of the Scheme at the Court  Meeting and the resolutions to be  proposed 
at the  Britvic General  Meeting, as  the Britvic  Directors who  hold or  are 
beneficially entitled to Britvic Shares  have irrevocably undertaken to do  in 
respect of their own Britvic Shares representing, in aggregate,  approximately 
0.18 per cent. of Britvic's share capital in issue on 13 November 2012  (being 
the latest practicable date prior to this announcement).



The A.G. Barr Directors, who have been so advised by Rothschild, consider  the 
terms of  the Merger  to be  fair and  reasonable. In  providing its  advice, 
Rothschild has taken into account the commercial assessments of the A.G.  Barr 
Directors.  Accordingly,  the  A.G.  Barr  Directors  intend  unanimously  to 
recommend A.G. Barr  Shareholders to vote  in favour of  the resolution to  be 
proposed at  the A.G.  Barr General  Meeting  to approve  the Merger  and  the 
related resolutions, as the A.G. Barr  Directors who hold or are  beneficially 
entitled to A.G. Barr Shares have  irrevocably undertaken to do in respect  of 
their own A.G. Barr Shares  representing, in aggregate, approximately 5.3  per 
cent. of A.G. Barr's  share capital in  issue on 13  November 2012 (being  the 
latest practicable date prior to this announcement).



The Scheme  Document,  containing further  information  about the  Merger  and 
notices of the Court Meeting and  the Britvic General Meeting, will be  posted 
to Britvic Shareholders as soon as practicable and within 28 days of the  date 
of this announcement. It is expected that the Scheme will become effective  in 
February 2013, subject  to the satisfaction  or waiver of  the Conditions  and 
certain further terms set out in Appendix 1 to this announcement.



It is expected that the A.G. Barr Prospectus, containing information about the
New A.G. Barr Shares  and the Combined  Group, will be  published at the  same 
time as the Scheme Document is posted to Britvic Shareholders.



It is expected that the A.G.  Barr Circular, containing details of the  Merger 
and notice  of the  A.G. Barr  General Meeting  at which  resolutions will  be 
proposed for the  approval of the  Merger by A.G.  Barr Shareholders, will  be 
posted to A.G. Barr Shareholders  at the same time  as the Scheme Document  is 
posted to Britvic Shareholders.



This summary should be read in conjunction  with, and is subject to, the  full 
text of the following announcement (including its Appendices). The Merger will
be subject to the Conditions and certain  further terms set out in Appendix  1 
and to the full  terms and conditions  to be set out  in the Scheme  Document. 
Appendix 2 contains the sources and bases of certain information contained  in 
this summary and the  following announcement. Appendix  3 contains details  of 
the irrevocable undertakings  received by  A.G. Barr and  Britvic. Appendix  4 
contains the  Britvic  Profit  Estimate  and also  Ernst  &  Young  LLP's  and 
Citigroup Global Markets  Limited's reports  on the  Britvic Profit  Estimate. 
Appendix 5 contains the definitions of certain terms used in this summary  and 
the following announcement.



There will be an investor and analysts' presentation which will start promptly
at 9.30 a.m. (London time) today at  the offices of Rothschild, New Court,  St 
Swithin's Lane, London EC4N 8AL.  There will be a  live audio webcast of  the 
investor and analysts' presentation given today by Gerald Corbett (Chairman of
Britvic plc),  Roger White  (Chief Executive  of A.G.  BARR p.l.c.)  and  John 
Gibney (Group Finance Director of Britvic plc).*



The webcast will be available at www.agbarr.co.uk and http://ir.britvic.com.



Standard International Access Number +44 (0) 20 3003 2666

UK Toll
Free
0808 109 0700

USA Toll
Free 1 866
966 5335

Conference call PIN Code 8421587

*Please note that the live audio webcast and telephone access may not be in
sync.



Enquiries



A.G. BARR p.l.c.

Roger
White
+44 (0) 123 685 2400

Alex Short



Rothschild (financial adviser to A.G. Barr)

Akeel
Sachak
+44 (0) 207 280 5000

Stuart Vincent

Jessica Dale



Investec Bank plc (broker to A.G. Barr)

Keith
Anderson
+44 (0) 207 597 5970

David Anderson

Henry Reast



College Hill (PR adviser to A.G. Barr)

Justine        Warren          
  +44  (0)  207 
457 2020

Matthew Smallwood



Britvic plc

Gerald
Corbett
+44 (0) 1442 284300

John Gibney

Rupen
Shah

Steve Nightingale



Citigroup Global Markets Limited (joint financial adviser and joint broker  to 
Britvic)

David
Wormsley
+44 (0) 207 986 4000

Jan Skarbek

Andrew Seaton



Nomura International plc (joint financial adviser and joint broker to Britvic)

Richard
Snow
 +44(0) 207 521 2000

Nicholas Marren



Brunswick (PR adviser to Britvic)

Mike
Smith
 +44(0) 207 404 5959

Nick Cosgrove





Further information



This announcement is for information purposes only. It is not intended to  and 
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise  acquire, subscribe for, sell or  otherwise 
dispose of any securities, or the solicitation of any vote or approval in  any 
jurisdiction, pursuant to the Merger or otherwise nor shall there be any sale,
issuance or transfer  of securities  in any jurisdiction  in contravention  of 
applicable law. The Merger will be made solely by means of the Scheme Document
which, together  with the  Forms of  Proxy, will  contain the  full terms  and 
conditions of the Merger including  details of how to  vote in respect of  the 
Merger.



Britvic will  prepare  the  Scheme  Document  to  be  distributed  to  Britvic 
Shareholders and  A.G.  Barr  will  prepare  the  A.G.  Barr  Circular  to  be 
distributed to A.G. Barr Shareholders. A.G.  Barr will also publish the  A.G. 
Barr Prospectus containing information about the New A.G. Barr Shares and  the 
Combined Group.  Britvic  urges  Britvic  Shareholders  to  read  the  Scheme 
Document and the A.G. Barr Prospectus when they become available because  they 
will contain important  information in relation  to the Merger,  the New  A.G. 
Barr Shares and the Combined Group. A.G. Barr urges A.G. Barr Shareholders  to 
read the A.G.  Barr Circular  and the A.G.  Barr Prospectus  when they  become 
available because they will contain  important information in relation to  the 
Merger, the New A.G. Barr Shares and  the Combined Group. Any vote in  respect 
of the Scheme or other response in relation to the Merger should be made  only 
on the basis of the information contained in the Scheme Document and the  A.G. 
Barr Prospectus, or the  A.G. Barr Circular and  the A.G. Barr Prospectus,  as 
appropriate.



This announcement does  not constitute a  prospectus or prospectus  equivalent 
document.



Please be  aware  that  addresses,  electronic  addresses  and  certain  other 
information provided by Britvic Shareholders, persons with information  rights 
and other relevant persons for the receipt of communications from Britvic  may 
be provided to A.G. Barr during the  offer period as required under Section  4 
of Appendix 4 of the Code.



Rothschild, which is  authorised and regulated  in the United  Kingdom by  the 
FSA, is acting  exclusively for A.G.  Barr and for  no-one else in  connection 
with the matters set out in 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 matters set out in this
announcement.



Investec Bank plc, which is authorised and regulated in the United Kingdom  by 
the FSA, is acting  as corporate broker  to A.G. Barr and  for no-one else  in 
connection with  the matters  set out  in 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 matters
set out in this announcement.



Citigroup Global Markets  Limited, which  is authorised and  regulated in  the 
United Kingdom by the  FSA, is acting exclusively  for Britvic and for  no-one 
else in connection with the matters set out in 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 matters
set out in 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 and joint  financial adviser 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.



Notice to US holders of Britvic Shares



The Merger will involve  an exchange of the  securities of an English  company 
for the securities of a Scottish company and will be subject to UK  disclosure 
requirements, which  are  different  from  those of  the  United  States.  The 
financial information  included  in this  announcement  has been  prepared  in 
accordance with IFRS 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.



The Merger  will  be made  by  means of  a  scheme of  arrangement  under  the 
Companies Act and otherwise in accordance  with the requirements of the  Code. 
The scheme of arrangement will relate to the shares of an English company that
is not registered under the US Exchange Act.



Accordingly, the proposed combination will be subject to disclosure and  other 
procedural requirements applicable in the UK to schemes of arrangement,  which 
differ from the disclosure requirements of the US proxy and tender offer rules
under the US Exchange Act.



Any securities to be  issued under the  Merger have not been  and 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, or of  Australia, 
Canada or  Japan. 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 the  New A.G.  Barr 
Shares will be issued  in reliance upon the  exemption from such  registration 
provided by Section 3(a)(10)  of the US Securities  Act. Under applicable  US 
securities laws,  persons (whether  or not  US  persons) who  are or  will  be 
"affiliates" (within the meaning of the US Securities Act) of Britvic or  A.G. 
Barr prior to, or  of the Combined  Entity after, the  Effective Date will  be 
subject to certain transfer restrictions relating to the New A.G. Barr  Shares 
received in connection with the Merger.



It may be difficult for US holders  of Britvic Shares to enforce their  rights 
and any claim arising out of the  US federal securities laws, since A.G.  Barr 
and Britvic are incorporated and located in non-US jurisdictions, and some  or 
all of their officers and directors may be residents of a non-US jurisdiction.
US holders of 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.



If A.G. Barr  exercises its right,  subject to  the consent of  the Panel,  to 
implement the Merger  by way of  a Merger Offer,  the Merger will  be made  in 
compliance with  applicable  US  laws and  regulations,  including  applicable 
provisions of the tender offer rules under the US Exchange Act, to the  extent 
applicable.



Overseas jurisdictions



The availability  of  New  A.G.  Barr  Shares  under  the  Merger  to  Britvic 
Shareholders who are not resident in the UK may be affected by the laws of the
relevant jurisdictions in which they are located. Persons who are not resident
in the UK should  inform themselves of, and  observe, any applicable legal  or 
regulatory requirements of their jurisdictions.



The release,  publication or  distribution  of this  announcement in  or  into 
jurisdictions other than  the UK may  be restricted by  law and therefore  any 
persons who are  subject to  the law  of any  jurisdiction other  than the  UK 
should inform themselves about, and observe, any applicable requirements.  Any 
failure to comply with the applicable restrictions may constitute a  violation 
of the  securities  laws of  any  such  jurisdiction. To  the  fullest  extent 
permitted by applicable law, the companies and persons involved in the  Merger 
disclaim  any  responsibility   or  liability  for   the  violation  of   such 
restrictions by any person.



This announcement has been prepared for the purposes of complying with English
and Scots law, the Listing Rules, the  rules of the London Stock Exchange  and 
the Code and the information disclosed 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 of the UK.



Unless otherwise determined by A.G. Barr and Britvic or required by the  Code, 
and permitted by applicable law and  regulation, the Merger will not be  made, 
directly or indirectly, in, into or from any Restricted Jurisdiction where  to 
do so would violate the  laws in that jurisdiction and  no person may vote  in 
favour of the Merger by any such use, means, instrumentality or from within  a 
Restricted Jurisdiction. Accordingly, copies  of this announcement and  formal 
documentation relating to the Merger will not be and must not be, directly  or 
indirectly, mailed or  otherwise forwarded,  distributed or sent  in, into  or 
from any Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction  and  persons  receiving  this  announcement  and  all  documents 
relating to the Merger (including custodians, nominees and trustees) must  not 
mail or otherwise distribute or send them in, into or from such  jurisdictions 
where to do so would violate the laws in that jurisdiction.



Forward-looking statements



This announcement  contains statements  which are,  or may  be deemed  to  be, 
"forward-looking statements" which are prospective in nature. All  statements 
other than statements of historical fact are forward-looking statements.  They 
are based 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", "is expected", "is subject to", "budget", "scheduled", "estimates",
"forecasts",  "intends",   "anticipates",   "believes",   "targets",   "aims", 
"projects" or words or terms of similar substance or the negative thereof,  as 
well as  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. Forward-looking statements  include statements  relating to  the 
following: (i)  future  capital expenditures,  expenses,  revenues,  earnings, 
synergies, economic performance,  indebtedness, financial condition,  dividend 
policy, losses and future prospects;  (ii) business and management  strategies 
and the  expansion and  growth  of A.G.  Barr's  or Britvic's  operations  and 
potential synergies resulting from the Merger; and (iii) the effects of global
economic conditions on A.G. Barr's or Britvic's business.



Such  forward-looking  statements   involve  known  and   unknown  risks   and 
uncertainties that could significantly affect  expected results and are  based 
on certain  key  assumptions.  Many  factors may  cause  the  actual  results, 
performance or achievements of A.G. Barr, Britvic or the Combined Group 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,  Britvic 
or the Combined Group to differ materially from the expectations of A.G. Barr,
Britvic or the  Combined Group,  as applicable, include,  among other  things, 
general  business   and  economic   conditions  globally,   industry   trends, 
competition,  changes  in  government  and  other  regulations,  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 (whether or not  A.G. 
Barr combines  with Britvic),  interest rate  and currency  fluctuations,  the 
failure to  satisfy any  conditions  for the  Merger (including  approvals  or 
clearances from regulatory and other agencies and bodies) on a timely basis or
at all,  the inability  of  the Combined  Group  to realise  successfully  any 
anticipated synergy benefits when the Merger is implemented, the inability  of 
the Combined  Group  to  integrate  successfully  A.G.  Barr's  and  Britvic's 
operations and  programmes when  the Merger  is implemented,  or the  Combined 
Group incurring  and/or  experiencing  unanticipated costs  and/or  delays  or 
difficulties relating  to the  Merger  when the  Merger is  implemented.  Such 
forward-looking statements  should therefore  be construed  in light  of  such 
factors.



Neither A.G.  Barr nor  Britvic, nor  any of  their respective  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 announcement  will actually occur. You  are 
cautioned not to  place undue  reliance on  these forward-looking  statements, 
which speak only as of the date hereof.



Other than in accordance with  its legal or regulatory obligations  (including 
under the Listing Rules and the Disclosure and Transparency Rules of the FSA),
neither A.G.  Barr nor  Britvic is  under  any obligation  and A.G.  Barr  and 
Britvic each  expressly disclaim  any  intention or  obligation to  update  or 
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.



No profit forecasts or estimates



Other than the Britvic Profit Estimate,  no statement in this announcement  is 
intended as a profit forecast or estimate  for any period and no statement  in 
this announcement should be interpreted to mean that earnings or earnings  per 
ordinary share for A.G.  Barr or Britvic, as  appropriate, for the current  or 
future financial  years  would  necessarily match  or  exceed  the  historical 
published earnings or earnings per ordinary share for A.G. Barr or Britvic, as
appropriate.



The Britvic Profit Estimate is a profit  forecast for the purposes of Rule  28 
of the Code.  As such  it is  a requirement under  the Code  that the  Britvic 
Profit  Estimate  be  reported  on  by  Britvic's  reporting  accountants  and 
financial advisers.  The bases  behind  the Britvic  Profit Estimate  and  the 
reports of Ernst & Young LLP and Citigroup Global Markets Limited are set  out 
in Appendix 4  to this announcement.  Ernst & Young  LLP and Citigroup  Global 
Markets Limited have given and not withdrawn their consent to the  publication 
of their reports in the form and context in which they are included.

Britvic Directors' responsibility statement



The Britvic  Directors  accept  sole responsibility  for  the  Britvic  Profit 
Estimate.



Disclosure requirements of the Code



Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent.  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  p.m. (London  time) on the  10th business  day following  the 
commencement of the offer  period and, if appropriate,  by no later than  3.30 
p.m. (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 
per cent. 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 p.m.  (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   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.



Rule 2.10 disclosure



In accordance with Rule 2.10 of the  Code, A.G. Barr confirms that, as at  the 
date  of  this  announcement,  it   has  116,768,778  ordinary  shares  of   4 
^1/[6]pence each in issue with  ISIN GB00B6XZKY75 and Britvic confirms  that, 
as at the date of this announcement, it has 242,344,551ordinary shares of  20 
pence each in issue with ISIN GB00B0N8QD54.



Britvic has  a Level  1  American Depositary  Receipt programme,  under  which 
ordinary shares of 20 pence each are traded in the form of American Depositary
Shares on the OTCQX market. The ordinary shares of 20 pence each traded in the
form of American Depositary Shares with  ISIN number US1111901047, on a  ratio 
of one ordinary share to two  American Depositary Shares, are included  within 
the total set out above.



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  www.agbarr.co.uk and  on  Britvic's  website  at 
http://ir.britvic.com by no 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     the     Company     Secretary      of     A.G.     Barr      at 
companysecretarialdepartment@agbarr.co.uk (or  on  +44(0)1236  852400)  or  by 
writing to A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68
9HD,   or   by    contacting   the   Company    Secretary   of   Britvic    at 
company.secretariat@britvic.co.uk (or on +44(0)1442  284411) or by writing  to 
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.



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 OF SUCH JURISDICTION

                                      



                                                                             

                                                              14 November 2012



       RECOMMENDED ALL-SHARE MERGER OF A.G. BARR P.L.C. AND BRITVIC PLC



The boards of A.G. BARR  p.l.c. and Britvic plc  are pleased to announce  that 
they have reached agreement on the terms of a recommended all-share merger  of 
A.G. Barr and Britvic. The terms of the Merger will provide holders of Britvic
Shares with 0.816  New A.G. Barr  Shares for  each Britvic Share  held. It  is 
proposed that the Merger will be effected by way of a Court-sanctioned  scheme 
of arrangement of  Britvic under  Part 26 of  the Companies  Act, pursuant  to 
which A.G. Barr will acquire the entire issued and to be issued ordinary share
capital of Britvic. It  is proposed that the  Combined Entity will be  called 
"Barr Britvic Soft Drinks plc".



1. The Merger



Under the terms of  the Merger, which  will be subject  to the Conditions  and 
further terms set out in Appendix 1 to this announcement and to be set out  in 
the Scheme Document,  if the  Scheme becomes  effective, Britvic  Shareholders 
will receive:



for each Britvic Share  0.816 New A.G. Barr
Shares



On the basis of A.G. Barr's closing share price of 432.2 pence on 13  November 
2012 (being  the latest  practicable  date prior  to this  announcement),  the 
Merger values each Britvic  Share at 352.7 pence  and the entire issued  share 
capital of Britvic at approximately £855 million.



Britvic Shareholders  will  hold approximately  63  per cent.  and  A.G.  Barr 
Shareholders will hold approximately 37per cent. of the issued share  capital 
of the Combined Entity as at the Effective Date.



2. Recommendation



The Britvic Directors, who  have been so advised  by Citigroup Global  Markets 
Limited, consider  the terms  of the  Merger to  be fair  and reasonable.  In 
providing its advice, Citigroup Global Markets Limited has taken into  account 
the commercial assessments of the Britvic Directors. Accordingly, the Britvic
Directors intend  unanimously to  recommend Britvic  Shareholders to  vote  in 
favour of the Scheme  at the Court  Meeting and the  Special Resolution to  be 
proposed at the Britvic General Meeting, as the Britvic Directors who hold  or 
are beneficially entitled to Britvic Shares have irrevocably undertaken to  do 
in  respect  of   their  own   Britvic  Shares,   representing  in   aggregate 
approximately 0.18  per  cent. of  Britvic's  share  capital in  issue  on  13 
November 2012 (being the latest practicable date prior to this  announcement). 




The A.G. Barr Directors, who have been so advised by Rothschild, consider  the 
terms of  the Merger  to be  fair and  reasonable. In  providing its  advice, 
Rothschild has taken into account the commercial assessments of the A.G.  Barr 
Directors.  Accordingly,  the  A.G.  Barr  Directors  intend  unanimously  to 
recommend A.G. Barr  Shareholders to vote  in favour of  the resolution to  be 
proposed at  the A.G.  Barr General  Meeting  to approve  the Merger  and  the 
related resolutions, as the A.G. Barr  Directors who hold or are  beneficially 
entitled to A.G. Barr Shares have  irrevocably undertaken to do in respect  of 
their own A.G. Barr  Shares, representing in  aggregate approximately 5.3  per 
cent. of A.G. Barr's  share capital in  issue on 13  November 2012 (being  the 
latest practicable date prior to this announcement).



3. Background to and reasons for the Merger



The Merger will  create one of  the leading soft  drinks companies in  Europe, 
with annual  sales of  over £1.5  billion, a  portfolio of  strong brands  and 
significant prospects  for  future  growth.  The  combination  has  compelling 
commercial and  industrial  logic  given the  high  level  of  complementarity 
between the two  businesses in  terms of  brands, sales  channel presence  and 
geographic presence within the United Kingdom.

The boards of A.G. Barr and Britvic believe that the Combined Group will be  a 
stronger soft drinks platform than each  of the two companies separately  and, 
therefore,  the  Merger  is  an  opportunity  for  both  companies  and  their 
respective shareholders  to  benefit from  the  resulting improvement  in  the 
Combined  Group's  ability  to  compete   successfully  in  the  long   term. 
Underpinning the commercial and industrial  logic is the potential to  achieve 
significant  synergies.  The  Combined  Group  will  also  benefit  from   the 
collective talent of the respective management  teams who will seek to  ensure 
the successful integration of the two  businesses and focus on delivering  the 
business strategy for the Combined Group.

Attractive portfolio of strong and differentiated brands provides platform for
growth

The boards  of A.G.  Barr and  Britvic believe  that the  Combined Group  will 
possess an  attractive  portfolio of  strong  and differentiated  brands.  The 
Combined Group's brand portfolio will be well represented in key  sub-segments 
of the soft drinks market.

Britvic's   portfolio    of    owned    international    brands,    such    as 
Robinsons,Robinsons Fruit  Shoot  and Teisseire,  alongside  strong  national 
brands such as J2O, Tango, juicy drench, Britvic, R Whites, Fruité, Moulin  de 
Valdonne, Ballygowan,  Club and  MiWadi,  will be  combined with  A.G.  Barr's 
brands and complementary  portfolio, including its  unique brand IRN-BRU,  and 
its Rubicon, KA, Barr andStrathmore brands.

Britvic enjoys a strong relationship with  Pepsi and Pepsi is supportive of  a 
combination of  A.G. Barr  and  Britvic. Britvic  has exclusive  bottling  and 
distribution agreements with  Pepsi in  Great Britain  for a  number of  Pepsi 
brands including Pepsi, 7UP, Gatorade, Mountain  Dew and SoBe, and for  Pepsi, 
7UP  and  Mountain  Dew  in  Ireland.  The  Combined  Group  is  committed  to 
maintaining and developing its successful relationship with Pepsi. Conditional
on the  Merger  becoming Effective,  Pepsi  and Britvic  have  agreed  certain 
variations  to  the  contractual  terms  of  Pepsi's  exclusive  bottling  and 
distribution agreements  with  Britvic  (to  reflect  the  operations  of  the 
Combined Group following the Merger) and, on the basis of these revised terms,
Pepsi has agreed not to  exercise any rights of termination  it may have as  a 
consequence of the  Merger under  these agreements.  Citigroup Global  Markets 
Limited considers these arrangements fair and reasonable.

The Combined Group's  franchised brand  portfolio is  further complemented  by 
A.G. Barr's licensed brands including  Orangina and Rockstar and by  Britvic's 
exclusive agreement with  Pepsi Lipton  International Limited  for Lipton  Ice 
Tea. These agreements provide further important brands to the portfolio of the
Combined Group.

The complementary nature  of the respective  brands of A.G.  Barr and  Britvic 
will enable the Combined Group to  offer consumers a wider choice of  products 
and brands  and to  cater for  a  broader set  of preferences  and  purchasing 
occasions. As  such, the  boards of  A.G. Barr  and Britvic  believe that  the 
Combined Group can become a more  attractive supplier to its customers  across 
all  channels  which  will  create   benefits  in  terms  of  enhanced   brand 
representation.

The Merger  will also  bring  together significant  expertise in  soft  drinks 
innovation, as demonstrated by the respective track records of both A.G.  Barr 
and Britvic of successful new product launches, new flavour introductions, new
packaging formats  and enhancements  alongside innovative  and  differentiated 
marketing campaigns.

The Combined Group expects  to continue to invest  significantly in its  brand 
portfolio, both owned and franchised/licensed,  building brand equity for  the 
long term  for  the  benefit  of  consumers,  customers,  brand  partners  and 
shareholders.

Complementary channel and geographic presence

Based on the complementary  channel and geographic presence  of A.G. Barr  and 
Britvic, the Combined Group will be well positioned to extend its offering  to 
both customers and consumers.

The Combined Group will be able to utilise its enhanced sales and distribution
network and, in particular, Britvic's focus on the national grocery chains and
its contracts with  licensed on-trade outlets  as well as  A.G. Barr's  Direct 
Store Delivery model that supplies small retail convenience stores.

The Combined  Group's brand  portfolio will  benefit from  enhanced routes  to 
market and is  expected to  drive opportunities for  further revenue  growth. 
Internationally, the Combined Group will enjoy significant presence in  France 
and Ireland, and growing distribution of proprietary brands in markets such as
the USA, Australia, Netherlands and Russia.

Financial strength

Following the completion of the Merger, the Combined Group will have a  robust 
long term capital structure further underpinned by the prospects for  delivery 
of synergies and organic cash generation.

Necessary approvals  have been  obtained to  keep in  place all  of  Britvic's 
existing committed  sources of  financing,  including Britvic's  £400  million 
revolving credit  bank facility  (which matures  in 2016)  and Britvic's  £491 
million US  private placement  notes  (which mature  between 2014  and  2022), 
providing a strong capital base for the Combined Group.

The Combined Group's sources of funding will provide appropriate financial and
strategic flexibility  going  forward and  enable  it to  maintain  levels  of 
strategic investment  in marketing,  innovation  and capital  expenditure  and 
provide flexibility  for  organic  growth  initiatives  and  potential  future 
acquisition opportunities.



4. Synergies and integration



Following preliminary  analysis undertaken  by  the boards  of A.G.  Barr  and 
Britvic, opportunities for  significant cost  and net  revenue synergies  have 
been identified  which underpin  the industrial  logic and  shareholder  value 
creation opportunity  of the  Merger. The  boards of  A.G. Barr  and  Britvic 
believe that the Combined Group will be able to achieve recurring annual  cost 
synergies of  approximately  £35  million  and  the  Merger  will  provide  an 
opportunity to achieve a contribution of  at least £5 million from annual  net 
revenue synergies. The  boards of A.G.  Barr and Britvic  expect to build  up 
synergies progressively, minimising risk, in order to achieve aggregate,  full 
run rate synergies of £40 million in 2016^2.

------------------------------------
^2 These statements are not  intended as a profit  forecast and should not  be 
interpreted to mean that earnings per A.G. Barr or Britvic ordinary share  for 
the current or future  financial years would necessarily  match or exceed  the 
historical published earnings per A.G. Barr or Britvic ordinary share.

Overhead cost savings are expected to arise from the elimination of  corporate 
overheads where there is duplication. There are expected also to be savings on
procurement costs  coming from  greater  scale in  direct procurement  of  key 
overlapping raw materials, as well as  in indirect procurement such as  media, 
trade marketing and third party external production.

The Merger  offers  the  opportunity  to  optimise  the  combined  operational 
footprint, increasing manufacturing capacity utilisation and thereby  enabling 
better leverage of fixed  production costs. It is  expected that the  Combined 
Group will be able  to benefit from a  reconfigurationof the supply chain.  In 
particular, it  is likely  that the  new facility  that A.G.  Barr is  in  the 
process of  constructing in  Milton Keynes  will provide  additional  capacity 
which will offer greater flexibility for the Combined Group.

The boards of  A.G. Barr  and Britvic  expect £3  million of  savings will  be 
realised in the  first 12  months after completion  of the  Merger, rising  to 
approximately £16 million in  the second year after  completion of the  Merger 
and approximately  £30 million  in  the third  year  after completion  of  the 
Merger, with the  full run  rate synergies of  £40 million  being realised  in 
2016^3.

-------------------------------------------------
^3 These statements are not  intended as a profit  forecast and should not  be 
interpreted to mean that earnings per A.G. Barr or Britvic ordinary share  for 
the current or future  financial years would necessarily  match or exceed  the 
historical published earnings per A.G. Barr or Britvic ordinary share.

It is expected  that realisation  of these  synergies will  result in  one-off 
exceptional costs of approximately £40 million, of which £11 million would  be 
incurred  in  the  first  12  months  after  completion  of  the  Merger   and 
approximately £29 million in the second year after completion of the  Merger. 
It is also  expected that  to achieve  the synergies,  capital expenditure  of 
approximately £8  million  will be  incurred  in  the first  12  months  after 
completion of  the Merger.  In addition,  there  may be  a requirement  for  a 
non-cash write off  of certain  assets following  the review  of the  combined 
operational footprint but as yet these have not been identified.

In addition  to these  cost synergies,  the boards  of A.G.  Barr and  Britvic 
believe that  the  Merger  will  provide an  opportunity  to  achieve  revenue 
synergies  through  utilising  the   combined  distribution  channels,   brand 
portfolios and geographic presence of the Combined Group.

Alex Short (A.G. Barr CFO) will be appointed as Integration Director and  will 
oversee the integration process. It is envisaged that the Combined Group will
establish a  full  integration  team,  bringing  together  the  best  relevant 
capability of both businesses, to ensure that the synergies of the Merger  are 
maximised. The boards  are confident  that the  integration of  A.G. Barr  and 
Britvic can be achieved without undue disruption to the underlying  operations 
of each business.

As at the  date of  this announcement, an  outline integration  plan is  being 
developed. The output of that plan will be an agreed definition of integration
scope, quantified objectives, proposed  organisation structures and  processes 
to  be  reviewed  and  subsequently  implemented,  together  with  an  overall 
integration programme and stakeholder communication timetable.

As soon as practicable following the  Effective Date, the Combined Group  will 
aim to have fully validated its initial synergy assumptions, agreed the target
operating model of  the Combined  Group and completed  a detailed  integration 
plan across the Combined Group's business.  A.G. Barr and Britvic also aim  to 
have completed the  principal elements  of the restructuring  of the  Combined 
Group  which  will  include  all  senior  management  appointments,  reporting 
structures and operational and executive authority limits, and changes to  key 
Combined Group  policies  and processes.  The  latter will  include  financial 
reporting,  planning  and  budgetary  processes,  compensation,  treasury  and 
liquidity management  policies, sustainability  practices, and  reviewing  the 
scope of internal audit and risk registers.



5. Information relating to A.G. Barr



A.G. Barr is one of the leading soft drinks businesses in the UK. Established
in 1875,  A.G. Barr  has been  in  the business  of producing,  marketing  and 
selling soft drinks for over 100 years, primarily in the UK but with a growing
level of international sales. A.G. Barr has developed a balanced portfolio of
proprietary carbonated  and  still  brands,  including  IRN-BRU,  Barr  range, 
Rubicon, KA, Barr's Originals, Strathmore, Tizer, D'N'B, St Clements,  Simply, 
Sun Exotic and  Findlays. A.G. Barr  is also the  franchisee of the  Orangina 
Schweppes Group in  the UK, where  A.G. Barr manufactures  and sells  Orangina 
products under  licence.  A.G. Barr  also  has a  franchise  arrangement  with 
Rockstar, Inc. to sell and distribute Rockstar energy drinks throughout the UK
and Ireland. The A.G. Barr Group employs approximately 980 people.



For the 52 weeks ended  28 January 2012 A.G.  Barr's revenue was £237  million 
(2011: £222 million) and it made a profit before tax of £35 million (2011: £30
million). For the six months ended 28 July 2012, A.G. Barr's revenue was £130
million (2011: £124  million) and  it made profit  before tax  of £15  million 
(2011: £16 million).



A.G. Barr Shares are traded on the London Stock Exchange and the company is  a 
member of the FTSE 250 index.



Current trading

On 24 September 2012 A.G. Barr announced that:

"We expect trading to  remain challenging over the  coming months and we  have 
put in place  cost control  measures and a  robust trading  programme for  the 
balance of our financial year. Assuming there is no further deterioration  in 
the market, we remain confident about our prospects."

Since 24 September 2012  A.G. Barr's trading has  progressed in line with  its 
expectations.

6. Information relating to Britvic



Britvic is  one  of Europe's  leading  soft  drinks companies,  with  a  broad 
portfolio of market  leading brands  such as  Robinsons, J2O,  Fruit Shoot,  R 
Whites, Britvic, Purdeys, juicy  drench, drench, Pennine  Spring and Tango  in 
GB, MiWadi, Club, Cidona and Ballygowan  in Ireland, and Teisseire, Moulin  de 
Valdonne, Fruité and Pressade in  France. Britvic also has exclusive  bottling 
agreements with Pepsi  in the  UK and  Ireland to  manufacture and  distribute 
global brands such  as Pepsi, Pepsi  Max, 7UP and  Mountain Dew.  Collectively 
Britvic employs approximately 3,300 people.



The Britvic Group's  revenue for the  52 week financial  year ended 2  October 
2011 was £1,290  million and it  had an operating  profit pre-exceptional  and 
other items of £135 million, with profit before tax pre-exceptional and  other 
items of  £105 million.  For the  28  weeks ended  15 April  2012,  Britvic's 
revenue was £641 million (2011: £633 million) and it made profit before tax of
£25 million (2011: £28 million). As at  15 April 2012, the Britvic Group  had 
gross assets of £1,038 million.



Britvic Shares are traded on  the London Stock Exchange  and the company is  a 
member of the FTSE 250 index.



Current trading

On 18 October 2012, Britvic announced  its 52 Week (full year) Trading  Update 
to 30 September 2012 including the following statement:



"Following the Fruit Shoot recall in  July, we have been focused on  returning 
supply to normalised levels. Concurrently,  we have been driving an  improving 
performance from  the strong  brands across  the group.  A further  key  brand 
priority has  been to  ensure  that we  build and  realise  the value  of  our 
emerging US Fruit Shoot  business. We continue to  place a strong emphasis  on 
cash generation and rigorous cost management  across the group. The Board  is 
confident of delivering its expectations for the full year."



Since 18  October 2012  Britvic's  trading has  progressed  in line  with  its 
expectations.





7. Strategy of the Combined Group



Following the Merger, the  Combined Group will aim  to deliver strong  revenue 
and profit growth  supported by attractive  cash returns. The  boards of  A.G. 
Barr and Britvic believe that the breadth and balance of the Combined  Group's 
portfolio  of  brands,  its   longstanding  customer  relationships  and   its 
operational scale will provide a strong platform for growth in the soft drinks
markets in  which the  Combined  Group operates.  In addition,  its  consumer 
insight, proven  innovation and  brand development  expertise means  that  the 
Combined Group will be well positioned to identify and capitalise on  consumer 
and customer trends, underpinning its growth potential.



The Combined Group's strategy will focus on creating value by driving both the
availability of its  brands and  operational efficiency.  The Combined  Group 
will seek to:



· grow and develop its core brands;

· deliver sustainable profitable growth in its established
markets and internationally through franchised brands;

· energise and enable its people in a performance driven culture;
and

· act responsibly, building the respect and the trust of all its
stakeholders.



The Combined Group  has also identified  immediate business priorities,  which 
provide a  focus  on  integration,  delivery of  the  synergies  and  business 
optimisation whilst  also growing  underlying  business performance.  With  a 
stronger balance sheet, the Combined Group will be better positioned to pursue
joint ventures and acquisitions over the medium term.



8. Management, employees and locations of business



It is proposed  that the board  of the Combined  Entity will be  reconstituted 
immediately following  the Merger  becoming Effective  so as  to comprise  ten 
directors, including  eight non-executive  directors.  As from  the  Effective 
Date, Gerald Corbett  (Britvic) will be  non-executive Chairman, Ronald  Hanna 
(A.G. Barr)  will  be non-executive  Deputy  Chairman and  Senior  Independent 
Director, and  Robin Barr  (A.G.  Barr), Martin  Griffiths (A.G.  Barr),  John 
Nicolson (A.G. Barr), Joanne  Averiss (Britvic), Bob  Ivell (Britvic) and  Ben 
Gordon (Britvic) will be non-executive directors. The executive directors will
comprise  Roger  White(A.G.  Barr)  as  Chief  Executive  Officer  and   John 
Gibney(Britvic) as Chief Financial Officer.

Alex Short, Jonathan Kemp and Andrew Memmott will step down from the board  of 
A.G. Barr upon the Scheme becoming effective. Each of the A.G. Barr  Directors 
stepping down from the board of A.G. Barr is fully supportive of the rationale
for the Merger and of its terms and conditions.

Paul Moody and Michael Shallowwill step  down from the board of Britvic  upon 
the Scheme becoming  effective and  will not join  the board  of the  Combined 
Entity. Each of the Britvic Directors stepping down from the board of  Britvic 
is fully supportive  of the  rationale for  the Merger  and of  its terms  and 
conditions.

Paul Moody  has led  the  Britvic business  from  October 2003,  initially  as 
Managing Director  and  subsequently  upon  IPO  in  December  2005  as  Chief 
Executive Officer.The  Britvic Directors  wish to  recognise the  outstanding 
achievements Paul  Moody  has delivered  as  Chief Executive  Officer  of  the 
Britvic Group.  Paul  Moody will  leave  the  Britvic business  in  a  strong 
position to take advantage of the next  phase of its development as it  merges 
with A.G. Barr.



The boards  of both  Britvic  and A.G.  Barr also  thank  Paul Moody  for  his 
unerring support over the last few months in helping to progress the  proposed 
Merger, which will create  a combined business with  a strong brand  portfolio 
and significant prospects for future growth.



A.G. Barr and Britvic attach great importance to the skills and experience  of 
the existing management  and employees of  A.G. Barr and  Britvic and  believe 
that they will benefit from greater opportunities within the Combined Group.

The Executive  Committee  of  the  Combined  Group  will  be  drawn  from  the 
management teams of both companies, based on merit.

The senior management structure of the  Combined Group will be constructed  to 
ensure that the Combined Group benefits from the best skills and experience of
both companies.

The boards of A.G.  Barr and Britvic  recognise that in  order to achieve  the 
expected benefits of the Merger, operational and administrative  restructuring 
will be required following completion of the Merger.

It is envisaged that the  Combined Entity's legal headquarters and  registered 
office will be located  at A.G. Barr's existing  head office in  Cumbernauld. 
The operational  headquarters  of  the  Combined  Group  will  be  located  at 
Britvic's existing head office in Hemel Hempstead.

Following preliminary  analysis undertaken  by  the boards  of A.G.  Barr  and 
Britvic, it  is envisaged  that areas  of overlapping  corporate,  commercial, 
operational  and  support  functions  will  be  identified  as  part  of   the 
integration review  and decisions  taken to  implement rationalisation,  which 
will involve some headcount  reduction, although specific  roles have not  yet 
been identified.

The integration review will build on the synergy work carried out to date  and 
will consider the Combined Group's manufacturing footprint. This process  will 
produce a detailed integration plan for agreement by the board of the Combined
Entity which will  involve a  reduction of  headcount and  places of  business 
where there  is  opportunity  to  achieve  efficiencies  and  rationalise  the 
Combined Group's  manufacturing  footprint. The  directors  of A.G.  Barr  and 
Britvic believe the net reduction in Combined Group headcount is likely to  be 
in the range of 8-12 per cent. The number of employees and locations affected
will depend on the outcome of the integration planning and these changes  will 
only come into  effect as  synergies are realised  over the  three years  post 
completion.

It is  likely that  the Combined  Group will  accelerate the  fitting out  and 
commissioning of the new plant at Milton Keynes which was to be undertaken  by 
A.G. Barr, but the exact details will be confirmed in light of the conclusions
of the broader integration review.

A.G. Barr  has  given assurances  to  the Britvic  Directors  that,  following 
completion of the Merger, it is  intended that the existing employment  rights 
of Britvic's employees will be fully safeguarded.

9. Accounting considerations



The Combined Entity will  adopt Britvic's accounting  policies. The A.G.  Barr 
financial year ends at the end of January and the Britvic financial year  ends 
at the  end of  September. The  Combined Entity  will look  at the  merits  of 
adopting each of  these year ends  but its  intention is to  retain a  January 
financial year end. For accounting purposes it is expected that A.G. Barr will
be merged into  Britvic's balance  sheet. A.G. Barr's  assets and  liabilities 
will be fair  valued at  the acquisition resulting  in the  valuation of  A.G. 
Barr's  brands  being  included  on  the  Combined  Group's  balance   sheet. 
Intangibles arising will include goodwill and brands.

10. Dividends and dividend policy



In recognition of distributable profits earned in the period to completion  of 
the  Merger,  it  is  expected   that  A.G.  Barr  Shareholders  and   Britvic 
Shareholders will be paid dividends  under their respective existing  dividend 
policies in relation to the period up to the Effective Date, expected to be in
February 2013, as set out below:



A.G. Barr

The A.G. Barr Directors  intend to declare a  second interim dividend for  the 
year ending 26 January 2013 of 7.4p per share to be paid on 18January 2013 to
A.G. Barr Shareholders on the register on 4 January 2013, in lieu of the final
dividend for the  financial year  ending 26  January 2013.  Together with  the 
interim dividend  of 2.6p  per share  paid  to A.G.  Barr Shareholders  on  19 
October 2012, this gives a total dividend for the year ending 26 January  2013 
of 10.0p per share, an increase of approximately 7.5 per cent. on the dividend
paid for the year ended 28 January 2012.



Britvic

The Britvic Directors intend to declare  a second interim dividend in lieu  of 
the final dividend for the financial year ended 30 September 2012 of 12.4p per
share. Together with the interim dividend  of 5.3p per share paid to  Britvic 
Shareholders on 13 July 2012, this gives  a total dividend of 17.7p per  share 
for the financial  year ended  30 September  2012, consistent  with the  prior 
financial year. The second interim dividend will be paid on 18 January 2013 to
Britvic Shareholders on the register on 7 December 2012.



Additionally, the  Britvic  Directors  intend to  declare  a  special  interim 
dividend of 10.0p per share,  conditional upon the Merger becoming  Effective, 
in lieu of the dividend  in relation to the period  from 1 October 2012  until 
the Effective  Date,  and in  recognition  of the  Combined  Group's  dividend 
policy. This will be paid after the Effective Date to Britvic Shareholders  on 
the register at the  Scheme Record Time. The  special dividend will extend  to 
any Britvic Shares that are unconditionally allotted or issued pursuant to the
exercise of options or the vesting  of awards granted under the Britvic  Share 
Schemes, in each case on or prior to the Scheme Record Time. Together with the
interim dividends of  17.7p per  share, this gives  a total  dividend for  the 
period (expected  to  be around  16  months, from  1  October 2011  until  the 
Effective Date) of 27.7p per share.



Dividend policy



Following completion of the  Merger, it is expected  that the Combined  Entity 
will adopt  a progressive  dividend  policy with  a  dividend cover  ratio  of 
between 2.0 to 2.5 times calculated on an adjusted earnings per share basis.



Assuming that the Combined Entity operates with a January financial year  end, 
it is expected that interim dividends for the period to July will be  declared 
in September and paid in October and final dividends for the period to January
will be declared in March  and paid in June  of the following year.  Assuming 
that the Merger will be completed in February 2013, as currently  anticipated, 
an interim dividend would (subject to the usual considerations), therefore, be
declared in September 2013.



The board of directors of the  Combined Entity will decide the absolute  level 
of interim and final dividends to be paid for the year to January 2014 at  the 
relevant time in light of the  performance and cashflow of the Combined  Group 
and the rate at which synergies are being realised.



11. Structure of the Merger



It  is  intended   that  the  Merger   will  be  implemented   by  way  of   a 
Court-sanctioned  scheme  of  arrangement  between  Britvic  and  the  Britvic 
Shareholders, under Part 26 of the Companies Act.



The purpose of the Scheme is to provide  for A.G. Barr to become the owner  of 
the entire issued and to be issued ordinary share capital of Britvic. This  is 
to be  achieved by  the cancellation  of the  Britvic Shares  held by  Britvic 
Shareholders and the application of the reserve arising from such cancellation
in paying up  in full such  number of new  Britvic Shares as  is equal to  the 
number of Britvic Shares cancelled, and issuing those new shares to A.G.  Barr 
in consideration of the issue of New A.G. Barr Shares to Britvic  Shareholders 
on the register of members at the Scheme  Record Time on the basis set out  in 
paragraph 1 of this announcement.



The Merger is subject to the Conditions and certain further terms referred  to 
in Appendix 1 to this announcement and  to be set out in the Scheme  Document, 
and will only become  effective if, among other  things, the following  events 
occur on or before 30  June 2013 or such later  date as A.G. Barr and  Britvic 
may agree and (if required) the Court and the Panel may allow:



(a) a resolution to approve the Scheme being passed by a majority in
number of the  Britvic Shareholders who  are present and  voting at the  Court 
Meeting, either in person or  by proxy, representing 75  per cent. or more  in 
value of the Britvic Shares voted by those Britvic Shareholders;



(b) the Special Resolution necessary to implement the Scheme and  to 
approve the  related  Reduction  of  Capital being  passed  by  the  requisite 
majority of Britvic Shareholders at the Britvic General Meeting;



(c) the Scheme  being sanctioned (with  or without modification,  on 
terms agreed by A.G.  Barr and Britvic) and  the related Reduction of  Capital 
being confirmed by the Court;



(d) a  copy of  the  Court Order  (together  with the  Statement  of 
Capital) being delivered to the Registrar  of Companies and, if so ordered  by 
the Court, the  Court Order  being registered  by the  Registrar of  Companies 
together with the Statement of Capital;



(e) the OFT  indicating, either  unconditionally or  subject to  the 
giving of undertakings reasonably satisfactory to A.G. Barr and Britvic,  that 
it does not intend to  refer the Merger or any  part of it to the  Competition 
Commission;



(f) the resolutions to be proposed at the A.G. Barr General Meeting
to approve the transaction as a "reverse takeover" under the Listing Rules, to
grant authority to the A.G. Barr Directors  to allot the New A.G. Barr  Shares 
and to  increase the  borrowing limits  set  out in  A.G. Barr's  articles  of 
association being passed by the  requisite majority of A.G. Barr  Shareholders 
(but, for the avoidance of doubt, not the other resolutions to be proposed  at 
the A.G. Barr General  Meeting which shall not  be conditions to the  Merger); 
and



(g) the UK Listing Authority having acknowledged to A.G. Barr or its
agent  (and  such  acknowledgement  not   having  been  withdrawn)  that   the 
application for  the admission  of the  New A.G.  Barr Shares  to the  premium 
segment of the Official List has been approved and (subject to satisfaction of
any conditions to which such approval  is expressed) will become effective  as 
soon as a dealing notice has been  issued by the UK Listing Authority and  the 
London Stock Exchange having acknowledged to A.G. Barr or its agent (and  such 
acknowledgement not having been withdrawn) that the New A.G. Barr Shares  will 
be admitted to trading.



A.G. Barr reserves the right to  waive, with Britvic's prior written  consent, 
in whole or in part, the Condition summarised in paragraph (e) above.



Upon the  Scheme  becoming  effective  it  will  be  binding  on  all  Britvic 
Shareholders, irrespective of  whether or not  they attended or  voted at  the 
Court Meeting or the Britvic General Meeting (and if they attended and  voted, 
whether or not  they voted in  favour), and share  certificates in respect  of 
Britvic Shares will cease to be valid and entitlements to Britvic Shares  held 
within the CREST system will be cancelled.



Britvic Shares will be acquired by A.G. Barr pursuant to the Scheme fully paid
and  free  from  all  liens,   charges,  equities,  encumbrances,  rights   of 
pre-emption and any other interests of any nature whatsoever and together with
all rights  attaching  thereto, including  voting  rights and  the  rights  to 
receive and retain  in full  all dividends and  other distributions  declared, 
made or paid on or  after the Effective Date, save  where the record date  for 
such dividend  or other  distribution falls  prior to  the Effective  Date  or 
otherwise where A.G. Barr and Britvic agree.



The New A.G. Barr Shares issued to Britvic Shareholders pursuant to the Scheme
will be issued credited as fully paid and will rank pari passu in all respects
with existing A.G. Barr Shares, including  the right to receive dividends  and 
other distributions declared, made or paid on A.G. Barr Shares by reference to
a record date falling after the Effective Date. The New A.G. Barr Shares will
be issued in registered form and will trade under the same ISIN number as  the 
existing A.G. Barr Shares.



Fractions of New A.G. Barr Shares will  not be allotted or issued pursuant  to 
the Merger and  fractional entitlements will  be rounded down  to the  nearest 
whole number of New A.G. Barr Shares.



A.G. Barr reserves the  right, subject to  the consent of  the Panel and  with 
Britvic's prior written consent (such consent, for the avoidance of doubt,  to 
also be required in the case of any offer to be made by A.G. Barr in the event
Condition 3(c) in  Appendix 1  is not satisfied),  to elect  to implement  the 
Merger by way of a Merger Offer.  Subject to the receipt of such consent,  in 
such event, the Merger would be  implemented on substantially the same  terms, 
subject  to  appropriate   amendments  (including,   without  limitation,   an 
acceptance condition set  at 90 per  cent. (or such  lesser percentage,  being 
more than 50 per cent.,  as A.G. Barr may decide)  of the shares to which  the 
Merger Offer relates and of the voting rights carried by those shares).



If the Scheme does  not become effective  on or before  30 June2013 (or  such 
later date as A.G. Barr and Britvic  may agree), it will lapse and the  Merger 
will not proceed.



The Scheme Document  will include full  details of the  Scheme, together  with 
notices of the  Court Meeting  and the  Britvic General  Meeting. The  Scheme 
Document will also  contain the expected  timetable for the  Merger, and  will 
specify the necessary actions to be taken by Britvic Shareholders. The Scheme
Document  together  with  the  Forms  of  Proxy  will  be  posted  to  Britvic 
Shareholders and, for information only, to persons with information rights and
to holders of options  and awards granted under  the Britvic Share Schemes  as 
soon as practicable and within 28 days of the date of this announcement. It is
expected that the Court Meeting (subject to the approval of the Court) will be
held in early January 2013. The Britvic General Meeting is also expected to be
held  in  early  January  2013,  immediately  following  the  conclusion   (or 
adjournment) of the Court Meeting. Subject  to the satisfaction or waiver  of 
the Conditions,  it is  expected  that the  Scheme  will become  effective  in 
February 2013.



12. A.G. Barr Shareholder approval



In view of  the size  of the transaction,  the Merger  constitutes a  "reverse 
takeover" (as defined in the Listing  Rules) for A.G. Barr. Accordingly,  A.G. 
Barr will be required to seek the  approval of A.G. Barr Shareholders for  the 
Merger at the A.G. Barr General Meeting. A.G. Barr is required to prepare  and 
send to A.G. Barr  Shareholders a circular summarising  the background to  and 
reasons for the Merger  (which will include a  notice convening the A.G.  Barr 
General Meeting).  The Merger  is conditional  on, amongst  other things,  the 
resolutions to approve the Merger as a "reverse takeover", to grant  authority 
to the A.G. Barr Directors to allot  the New A.G. Barr Shares and to  increase 
the borrowing limits  set out  in A.G.  Barr's articles  of association  being 
passed by the requisite  majority of A.G. Barr  Shareholders at the A.G.  Barr 
General Meeting (but not, for the avoidance of doubt, the other resolutions to
be proposed at the A.G. Barr General Meeting which shall not be conditions  to 
the Merger).



The A.G. Barr Circular containing the notice of the A.G. Barr General  Meeting 
will be sent to A.G. Barr Shareholders at the same time as the Scheme Document
is posted  to  Britvic  Shareholders, which  is  expected  to be  as  soon  as 
practicable and  within  28 days  of  the date  of  this announcement.  It  is 
expected that the  A.G. Barr  General Meeting will  be held  in early  January 
2013.



A.G. Barr will also be required to make the A.G. Barr Prospectus available  to 
the public in accordance with the  Prospectus Rules. The A.G. Barr  Prospectus 
will contain information relating to the Combined Group and the New A.G.  Barr 
Shares. It is expected that the A.G. Barr Prospectus will be published at  the 
same time as the Scheme Document is posted to Britvic Shareholders.



13. Britvic Share Schemes



The Scheme will extend to any Britvic Shares that are unconditionally allotted
or issued pursuant to the exercise of  options or vesting of awards under  the 
Britvic Share Schemes, in each case on or prior to the Scheme Record Time.



Appropriate proposals  will  be made  to  participants in  the  Britvic  Share 
Schemes. In summary, A.G. Barr and Britvic have agreed that:



(a)  all  outstanding awards  granted under  the Britvic  Performance 
Share Plan and  all outstanding  options granted under  the Britvic  Executive 
Share Option Scheme  will, to  the extent unvested,  vest on  sanction of  the 
Scheme, subject to the applicable  performance conditions having been met  and 
time pro  rating. Where  options  and awards  have  already vested  then  the 
Britvic Shares issued on  exercise or vesting will  be subject to the  Scheme; 
and



(b) Britvic Shares  held on  behalf of participants  in the  Britvic 
Share Incentive Plan will be exchanged for New A.G. Barr Shares in  accordance 
with the  Merger ratio,  and will  continue to  be held  on the  terms of  the 
Britvic Share Incentive Plan.



It is  intended that  shareholder approval  will be  sought at  the A.G.  Barr 
General Meeting  for  the vesting  of  outstanding awards  granted  under  the 
current A.G. Barr Long Term Incentive Plan on a time pro rated basis,  subject 
to applicable performance  conditions being  met. A.G. Barr  has agreed  that 
shareholder approval of a new long term incentive plan will also be sought  at 
the A.G. Barr General Meeting. Selected employees of the Britvic Group will be
eligible to participate  in the new  long term incentive  plan. In  addition, 
employees of the  Britvic Group will  be eligible to  participate in the  A.G. 
Barr All-Employee Share Ownership Plan and any future launches under the  A.G. 
Barr savings-related  share  option  scheme  on similar  terms  as  A.G.  Barr 
employees.



Further details of the proposals will be set out in the Scheme Document and in
separate letters to be sent to participants in the Britvic Share Schemes.



14. Britvic ADSs



The Scheme  may not  be  extended to  holders  of American  Depositary  Shares 
representing Britvic  Shares ("Britvic  ADSs") in  which case,  if the  Scheme 
becomes effective, The Bank of New York Mellon, as depositary for the  Britvic 
ADS program (the "Britvic Depositary"), may  sell the New A.G. Barr Shares  it 
receives in the Scheme as agent for and on behalf of Britvic ADS holders,  may 
call for  surrender of  the  Britvic ADSs  and,  upon those  surrenders,  will 
deliver the proceeds of that sale, net of applicable fees, expenses, taxes and
governmental  charges,  to  the  Britvic  ADS  holders  entitled  to  them  in 
accordance with the terms  of the depositary  agreement governing the  Britvic 
ADSs.



Britvic ADS holders will not  be entitled to vote  directly on the Scheme  and 
the Merger.  Britvic  ADS holders  have  the  right to  instruct  the  Britvic 
Depositary how to  vote the Britvic  Shares underlying the  Britvic ADSs  with 
respect to the Scheme and  the Merger, subject to  and in accordance with  the 
terms of the depositary  agreement, but the Britvic  Depositary will not  send 
voting cards or otherwise solicit those instructions from Britvic ADS holders.



If you hold  Britvic ADSs  and wish  to vote directly  on the  Scheme and  the 
Merger or to receive New  A.G. Barr Shares in  the Scheme, you must  surrender 
your Britvic ADSs to the Britvic Depositary, pay the Britvic Depositary's fees
and charges in accordance with the depositary agreement governing the  Britvic 
ADSs and become a holder of Britvic  Shares prior to the Scheme Voting  Record 
Time or Scheme Record Time, as applicable, and in each case subject to and  in 
accordance with the  terms of  the depositary agreement.  Britvic ADS  holders 
that wish to vote directly on the Scheme and the Merger or to receive New A.G.
Barr Shares in the Scheme should take care to surrender their Britvic ADSs  in 
time to permit processing  to be completed by  the Britvic Depositary and  its 
English custodian prior to the Scheme Voting Record Time or the Scheme  Record 
Time, as  applicable. If  you hold  Britvic  ADSs through  a broker  or  other 
securities intermediary, you should contact that intermediary to determine the
date by which you  must instruct that  intermediary to act  in order that  the 
necessary processing  can be  completed in  time. Britvic  ADS holders  should 
refer to the Scheme Document  for further information regarding the  treatment 
of Britvic ADSs.



15. Irrevocable undertakings



In aggregate, A.G. Barr  has received irrevocable  undertakings from those  of 
the Britvic Directors and  certain members of their  families who hold or  are 
beneficially entitled to  Britvic Shares to  vote in favour  of the Scheme  in 
respect of 980,959 Britvic  Shares, representing, in aggregate,  approximately 
0.40 per cent. of Britvic's share capital in issue on 13 November 2012  (being 
the latest practicable date prior to this announcement).



In aggregate, Britvic has received irrevocable undertakings from those of  the 
A.G. Barr Directors, certain members of their families and related trusts, who
hold or are beneficially entitled to A.G. Barr Shares to vote in favour of the
resolution to be  proposed at  the A.G. Barr  General Meeting  to approve  the 
Merger and the related resolutions in respect of 23,281,320 A.G. Barr  Shares, 
representing, in aggregate, approximately 19.94 per cent. of A.G. Barr's share
capital in issue on 13 November 2012 (being the latest practicable date  prior 
to this announcement).



Further details of the  irrevocable undertakings (including the  circumstances 
in which they lapse) are set out in Appendix 3.



16. Offer-related arrangements



A.G. Barr and  Britvic have  entered into a  mutual confidentiality  agreement 
dated 24 August 2012 (the "Confidentiality Agreement") pursuant to which  each 
of A.G.  Barr and  Britvic  has undertaken  to keep  confidential  information 
relating to the other  party and not  to disclose it  to third parties  (other 
than to  permitted disclosees)  unless required  by law  or regulation.  These 
confidentiality obligations  will  remain in  force  until completion  of  the 
Merger.



A.G. Barr and  Britvic have entered  into a co-operation  agreement dated  the 
date of this  announcement (the  "Co-operation Agreement")  pursuant to  which 
each of A.G. Barr and Britvic has  agreed to use all reasonable endeavours  to 
obtain confirmation from the OFT, as soon as reasonably practicable and in any
event before the Long Stop Date, indicating, either unconditionally or subject
to the  giving  of  undertakings  reasonably satisfactory  to  A.G.  Barr  and 
Britvic, that it does not intend to refer the Merger or any part of it to  the 
Competition Commission. A.G. Barr and Britvic have also agreed to provide each
other with such information and assistance as they may reasonably require  for 
the purposes of obtaining all regulatory  and other clearances in relation  to 
the Merger,  provided  that  such  assistance will  not  require  the  Britvic 
Directors to maintain their recommendation of the Merger or to adjourn or seek
to adjourn any  shareholder meeting or  court hearing in  connection with  the 
Scheme or require Britvic or A.G. Barr to make any change to the timetable for
implementing the  Merger. The  Co-operation Agreement  also sets  out  certain 
agreements reached between A.G. Barr and Britvic in relation to the  treatment 
of the Britvic Share Schemes, certain share schemes operated by A.G. Barr  and 
the continuation of the enhanced  early retirement facility currently  offered 
under the Britvic pension plan until 6 April 2016. The Co-operation  Agreement 
will terminate if the Scheme (or the Merger Offer if A.G. Barr elects, subject
to consent from  the Panel  and Britvic's  written consent,  to implement  the 
Merger by way of a contractual takeover offer) is withdrawn or lapses, if  the 
Britvic Directors withdraw their recommendation  of the Scheme (or the  Merger 
Offer, as the  case may  be) or  if the Scheme  does not  become effective  in 
accordance with its terms by the Long Stop Date or otherwise as agreed between
A.G. Barr and Britvic.



17. Listing, dealings and settlement of the New A.G. Barr Shares



Applications will be made to  the UK Listing Authority  for the New A.G.  Barr 
Shares to be admitted to the premium listing segment of the Official List  and 
to the London Stock Exchange  for the New A.G. Barr  Shares to be admitted  to 
trading on  the London  Stock  Exchange's main  market for  listed  securities 
("Admission"). It is expected that  Admission will become effective and  that 
dealings for normal settlement  in the New A.G.  Barr Shares will commence  on 
the London  Stock Exchange  at 8.00  a.m. on  or shortly  after the  Effective 
Date.



18. De-listing of Britvic



Prior to the Scheme  becoming effective, applications will  be made to the  UK 
Listing Authority for the cancellation of the listing of Britvic Shares on the
Official List and to the London Stock Exchange for the cancellation of trading
of Britvic  Shares on  the  London Stock  Exchange's  main market  for  listed 
securities, with effect as of or shortly following the Effective Date.



On the Effective Date, Britvic will  become a wholly owned subsidiary of  A.G. 
Barr and share  certificates in  respect of Britvic  Shares will  cease to  be 
valid and entitlements to Britvic Shares held within the CREST system will  be 
cancelled.



19. Disclosure of interests in relevant securities



A.G. Barr confirms that  it made an Opening  Position Disclosure, setting  out 
the details required to be disclosed by  it under Rule 8.1(a) of the Code,  on 
17 September2012.



20. Overseas shareholders



The availability of New A.G. Barr Shares  under the Merger to persons who  are 
not resident in, and the distribution of this announcement to persons who  are 
not resident  in, the  United  Kingdom may  be affected  by  the laws  of  the 
relevant jurisdiction in which they  are located. Such persons should  inform 
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction. Britvic Shareholders who  are in any doubt regarding  such 
matters should consult an appropriate independent professional adviser in  the 
relevant jurisdiction without delay.



This announcement does not constitute an  offer for sale of any securities  or 
an offer or an invitation to purchase any securities. Britvic Shareholders are
advised to read carefully  the Scheme Document, the  A.G. Barr Prospectus  and 
the Forms of Proxy once these have been dispatched.



21. Documents on display



Copies of the  following documents  will be published  by no  later than  noon 
(London time) on the day following this announcement on A.G. Barr's website at
www.agbarr.co.uk and on Britvic's  website at http://ir.britvic.com until  the 
Effective Date:



· the irrevocable undertakings referred to in paragraph 15  above 
and summarised in Appendix 3 to this announcement;



· the Confidentiality Agreement; and



· the Co-operation Agreement.



22. General



The Merger will be subject to the Conditions and certain further terms set out
in Appendix 1 and to be set out in the Scheme Document when issued.



The Scheme  will  be governed  by  English law  and  will be  subject  to  the 
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the Code, the Panel, the London Stock  Exchange 
and the FSA.



The bases  and sources  of  certain financial  information contained  in  this 
announcement  are  set  out  in  Appendix  2.  Certain  terms  used  in  this 
announcement are defined in Appendix 5.



Enquiries



A.G. BARR p.l.c.

Roger
White
+44 (0) 123 685 2400

Alex Short



Rothschild (financial adviser to A.G. Barr)

Akeel
Sachak
+44 (0) 207 280 5000

Stuart Vincent

Jessica Dale



Investec Bank plc (broker to A.G. Barr)

Keith
Anderson
+44 (0) 207 597 5970

David Anderson

Henry Reast



College Hill (PR adviser to A.G. Barr)

Justine                Warren                  

+44 (0) 207 457 2020

Matthew Smallwood



Britvic plc

Gerald
Corbett
+44 (0) 1442 284300

John Gibney

Rupen
Shah

Steve Nightingale



Citigroup Global Markets Limited (joint financial adviser and joint broker  to 
Britvic)

David
Wormsley
+44 (0) 207 986 4000

Jan Skarbek

Andrew Seaton



Nomura International plc (joint financial adviser and joint broker to Britvic)

Richard
Snow
+44(0) 207 521 2000

Nicholas Marren



Brunswick (PR adviser to Britvic)

Mike
Smith
+44(0) 207 404 5959

Nick Cosgrove



Further information



This announcement is for information purposes only. It is not intended to  and 
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise  acquire, subscribe for, sell or  otherwise 
dispose of any securities, or the solicitation of any vote or approval in  any 
jurisdiction, pursuant to the Merger or otherwise nor shall there be any sale,
issuance or transfer  of securities  in any jurisdiction  in contravention  of 
applicable law. The Merger will be made solely by means of the Scheme Document
which, together  with the  Forms of  Proxy, will  contain the  full terms  and 
conditions of the Merger including  details of how to  vote in respect of  the 
Merger.



Britvic will  prepare  the  Scheme  Document  to  be  distributed  to  Britvic 
Shareholders and  A.G.  Barr  will  prepare  the  A.G.  Barr  Circular  to  be 
distributed to A.G. Barr Shareholders. A.G.  Barr will also publish the  A.G. 
Barr Prospectus containing information about the New A.G. Barr Shares and  the 
Combined Group.  Britvic  urges  Britvic  Shareholders  to  read  the  Scheme 
Document and the A.G. Barr Prospectus when they become available because  they 
will contain important  information in relation  to the Merger,  the New  A.G. 
Barr Shares and the Combined Group. A.G. Barr urges A.G. Barr Shareholders  to 
read the A.G.  Barr Circular  and the A.G.  Barr Prospectus  when they  become 
available because they will contain  important information in relation to  the 
Merger, the New A.G. Barr Shares and  the Combined Group. Any vote in  respect 
of the Scheme or other response in relation to the Merger should be made  only 
on the basis of the information contained in the Scheme Document and the  A.G. 
Barr Prospectus, or the  A.G. Barr Circular and  the A.G. Barr Prospectus,  as 
appropriate.



This announcement does  not constitute a  prospectus or prospectus  equivalent 
document.



Please be  aware  that  addresses,  electronic  addresses  and  certain  other 
information provided by Britvic Shareholders, persons with information  rights 
and other relevant persons for the receipt of communications from Britvic  may 
be provided to A.G. Barr during the  offer period as required under Section  4 
of Appendix 4 of the Code.



Rothschild, which is  authorised and regulated  in the United  Kingdom by  the 
FSA, is acting  exclusively for A.G.  Barr and for  no-one else in  connection 
with the matters set out in 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 matters set out in this
announcement.



Investec Bank plc, which is authorised and regulated in the United Kingdom  by 
the FSA, is acting  as corporate broker  to A.G. Barr and  for no-one else  in 
connection with  the matters  set out  in 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 matters
set out in this announcement.



Citigroup Global Markets  Limited, which  is authorised and  regulated in  the 
United Kingdom by the  FSA, is acting exclusively  for Britvic and for  no-one 
else in connection with the matters set out in 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 matters
set out in 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 and joint  financial adviser 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.



Notice to US holders of Britvic Shares



The Merger will involve  an exchange of the  securities of an English  company 
for the securities of a Scottish company and will be subject to UK  disclosure 
requirements, which  are  different  from  those of  the  United  States.  The 
financial information  included  in this  announcement  has been  prepared  in 
accordance with IFRS 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.



The Merger  will  be made  by  means of  a  scheme of  arrangement  under  the 
Companies Act and otherwise in accordance  with the requirements of the  Code. 
The scheme of arrangement will relate to the shares of an English company that
is not registered under the US Exchange Act.



Accordingly, the proposed combination will be subject to disclosure and  other 
procedural requirements applicable in the UK to schemes of arrangement,  which 
differ from the disclosure requirements of the US proxy and tender offer rules
under the US Exchange Act.



Any securities to be  issued under the  Merger have not been  and 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, or of  Australia, 
Canada or  Japan. 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 the  New A.G.  Barr 
Shares will be issued  in reliance upon the  exemption from such  registration 
provided by Section 3(a)(10)  of the US Securities  Act. Under applicable  US 
securities laws,  persons (whether  or not  US  persons) who  are or  will  be 
"affiliates" (within the meaning of the US Securities Act) of Britvic or  A.G. 
Barr prior to, or  of the Combined  Entity after, the  Effective Date will  be 
subject to certain transfer restrictions relating to the New A.G. Barr  Shares 
received in connection with the Merger.



It may be difficult for US holders  of Britvic Shares to enforce their  rights 
and any claim arising out of the  US federal securities laws, since A.G.  Barr 
and Britvic are incorporated and located in non-US jurisdictions, and some  or 
all of their officers and directors may be residents of a non-US jurisdiction.
US holders of 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.



If A.G. Barr  exercises its right,  subject to  the consent of  the Panel,  to 
implement the Merger  by way of  a Merger Offer,  the Merger will  be made  in 
compliance with  applicable  US  laws and  regulations,  including  applicable 
provisions of the tender offer rules under the US Exchange Act, to the  extent 
applicable.



Overseas jurisdictions



The availability  of  New  A.G.  Barr  Shares  under  the  Merger  to  Britvic 
Shareholders who are not resident in the UK may be affected by the laws of the
relevant jurisdictions in which they are located. Persons who are not resident
in the UK should  inform themselves of, and  observe, any applicable legal  or 
regulatory requirements of their jurisdictions.



The release,  publication or  distribution  of this  announcement in  or  into 
jurisdictions other than  the UK may  be restricted by  law and therefore  any 
persons who are  subject to  the law  of any  jurisdiction other  than the  UK 
should inform themselves about, and observe, any applicable requirements.  Any 
failure to comply with the applicable restrictions may constitute a  violation 
of the  securities  laws of  any  such  jurisdiction. To  the  fullest  extent 
permitted by applicable law, the companies and persons involved in the  Merger 
disclaim  any  responsibility   or  liability  for   the  violation  of   such 
restrictions by any person.



This announcement has been prepared for the purposes of complying with English
and Scots law, the Listing Rules, the  rules of the London Stock Exchange  and 
the Code and the information disclosed 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 of the UK.



Unless otherwise determined by A.G. Barr and Britvic or required by the  Code, 
and permitted by applicable law and  regulation, the Merger will not be  made, 
directly or indirectly, in, into or from any Restricted Jurisdiction where  to 
do so would violate the  laws in that jurisdiction and  no person may vote  in 
favour of the Merger by any such use, means, instrumentality or from within  a 
Restricted Jurisdiction. Accordingly, copies  of this announcement and  formal 
documentation relating to the Merger will not be and must not be, directly  or 
indirectly, mailed or  otherwise forwarded,  distributed or sent  in, into  or 
from any Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction  and  persons  receiving  this  announcement  and  all  documents 
relating to the Merger (including custodians, nominees and trustees) must  not 
mail or otherwise distribute or send them in, into or from such  jurisdictions 
where to do so would violate the laws in that jurisdiction.



Forward-looking statements



This announcement  contains statements  which are,  or may  be deemed  to  be, 
"forward-looking statements" which are prospective in nature. All  statements 
other than statements of historical fact are forward-looking statements.  They 
are based 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", "is expected", "is subject to", "budget", "scheduled", "estimates",
"forecasts",  "intends",   "anticipates",   "believes",   "targets",   "aims", 
"projects" or words or terms of similar substance or the negative thereof,  as 
well as  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. Forward-looking statements  include statements  relating to  the 
following: (i)  future  capital expenditures,  expenses,  revenues,  earnings, 
synergies, economic performance,  indebtedness, financial condition,  dividend 
policy, losses and future prospects;  (ii) business and management  strategies 
and the  expansion and  growth  of A.G.  Barr's  or Britvic's  operations  and 
potential synergies resulting from the Merger; and (iii) the effects of global
economic conditions on A.G. Barr's or Britvic's business.



Such  forward-looking  statements   involve  known  and   unknown  risks   and 
uncertainties that could significantly affect  expected results and are  based 
on certain  key  assumptions.  Many  factors may  cause  the  actual  results, 
performance or achievements of A.G. Barr, Britvic or the Combined Group 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,  Britvic 
or the Combined Group to differ materially from the expectations of A.G. Barr,
Britvic or the  Combined Group,  as applicable, include,  among other  things, 
general  business   and  economic   conditions  globally,   industry   trends, 
competition,  changes  in  government  and  other  regulations,  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 (whether or not  A.G. 
Barr combines  with Britvic),  interest rate  and currency  fluctuations,  the 
failure to  satisfy any  conditions  for the  Merger (including  approvals  or 
clearances from regulatory and other agencies and bodies) on a timely basis or
at all,  the inability  of  the Combined  Group  to realise  successfully  any 
anticipated synergy benefits when the Merger is implemented, the inability  of 
the Combined  Group  to  integrate  successfully  A.G.  Barr's  and  Britvic's 
operations and  programmes when  the Merger  is implemented,  or the  Combined 
Group incurring  and/or  experiencing  unanticipated costs  and/or  delays  or 
difficulties relating  to the  Merger  when the  Merger is  implemented.  Such 
forward-looking statements  should therefore  be construed  in light  of  such 
factors.



Neither A.G.  Barr nor  Britvic, nor  any of  their respective  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 announcement  will actually occur. You  are 
cautioned not to  place undue  reliance on  these forward-looking  statements, 
which speak only as of the date hereof.



Other than in accordance with  its legal or regulatory obligations  (including 
under the Listing Rules and the Disclosure and Transparency Rules of the FSA),
neither A.G.  Barr nor  Britvic is  under  any obligation  and A.G.  Barr  and 
Britvic each  expressly disclaim  any  intention or  obligation to  update  or 
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.



No profit forecasts or estimates



Other than the Britvic Profit Estimate,  no statement in this announcement  is 
intended as a profit forecast or estimate  for any period and no statement  in 
this announcement should be interpreted to mean that earnings or earnings  per 
ordinary share for A.G.  Barr or Britvic, as  appropriate, for the current  or 
future financial  years  would  necessarily match  or  exceed  the  historical 
published earnings or earnings per ordinary share for A.G. Barr or Britvic, as
appropriate.



The Britvic Profit Estimate is a profit  forecast for the purposes of Rule  28 
of the Code.  As such  it is  a requirement under  the Code  that the  Britvic 
Profit  Estimate  be  reported  on  by  Britvic's  reporting  accountants  and 
financial advisers.  The bases  behind  the Britvic  Profit Estimate  and  the 
reports of Ernst & Young LLP and Citigroup Global Markets Limited are set  out 
in Appendix 4  to this announcement.  Ernst & Young  LLP and Citigroup  Global 
Markets Limited have given and not withdrawn their consent to the  publication 
of their reports in the form and context in which they are included.

Britvic Directors' responsibility statement



The Britvic  Directors  accept  sole responsibility  for  the  Britvic  Profit 
Estimate.



Disclosure requirements of the Code



Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent.  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  p.m. (London  time) on the  10th business  day following  the 
commencement of the offer  period and, if appropriate,  by no later than  3.30 
p.m. (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 
per cent. 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 p.m.  (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   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.



Rule 2.10 disclosure



In accordance with Rule 2.10 of the  Code, A.G. Barr confirms that, as at  the 
date  of  this  announcement,  it   has  116,768,778  ordinary  shares  of   4 
^1/[6]pence each in issue with  ISIN GB00B6XZKY75 and Britvic confirms  that, 
as at the date of this announcement, it has 242,344,551ordinary shares of  20 
pence each in issue with ISIN GB00B0N8QD54.



Britvic has  a Level  1  American Depositary  Receipt programme,  under  which 
ordinary shares of 20 pence each are traded in the form of American Depositary
Shares on the OTCQX market. The ordinary shares of 20 pence each traded in the
form of American Depositary Shares with  ISIN number US1111901047, on a  ratio 
of one ordinary share to two  American Depositary Shares, are included  within 
the total set out above.



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  www.agbarr.co.uk and  on  Britvic's  website  at 
http://ir.britvic.com by no 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     the     Company     Secretary      of     A.G.     Barr      at 
companysecretarialdepartment@agbarr.co.uk (or  on  +44(0)1236  852400)  or  by 
writing to A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68
9HD,   or   by    contacting   the   Company    Secretary   of   Britvic    at 
company.secretariat@britvic.co.uk (or on +44(0)1442  284411) or by writing  to 
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.



                                  APPENDIX 1

                                      

      CONDITIONS AND CERTAIN FURTHER TERMS OF THE SCHEME AND THE MERGER



A. CONDITIONS TO THE SCHEME AND THE MERGER



1. The  Merger  will  be  conditional  upon  the  Scheme  becoming 
unconditional and effective, subject  to the Code, by  not later than 30  June 
2013 or such later date  (if any) as A.G. Barr  and Britvic may agree and  (if 
required) the Court and the Panel may allow.



2. The Scheme will be subject to the following conditions:



2.1 its approval by a majority in number of the Britvic  Shareholders 
who are present and vote, whether in person or by proxy, at the Court  Meeting 
and who represent not less  than 75 per cent. in  value of the Britvic  Shares 
voted by those Britvic Shareholders;



2.2 the resolutions required to approve and implement the Scheme  and 
the Reduction of  Capital being  duly passed  by the  requisite majorities  of 
Britvic Shareholders at the Britvic General Meeting; and



2.3 the  sanction of  the Scheme  (with or  without modification  but 
subject to  any  modification being  on  terms  acceptable to  A.G.  Barr  and 
Britvic) and the confirmation of the Reduction of Capital by the Court and (a)
the delivery of a copy of the Court Order and the Statement of Capital to  the 
Registrar of Companies and (b) if so ordered by the Court, the registration of
the Court Order and the Statement of Capital.



3. In  addition, subject  as stated  in Part  B below  and to  the 
requirements of the Panel, the Merger  will be conditional upon the  following 
Conditions  and,  accordingly,  the  necessary  actions  to  make  the  Scheme 
effective will not be taken unless such Conditions (as amended if appropriate)
have been satisfied or, where relevant, waived:



Approval of A.G. Barr Shareholders



(a) the  resolutions  of A.G.  Barr  Shareholders required  to:  (i) 
approve, effect  and implement  the Merger,  (ii) confer  authorities for  the 
issue and allotment of  the New A.G.  Barr Shares to  be issued in  connection 
with the  Merger, and  (iii) increase  the borrowing  limits set  out in  A.G. 
Barr's articles of association (as such resolutions may be set out in the A.G.
Barr  Circular)  (but  excluding,  for  the  avoidance  of  doubt,  the  other 
resolutions to be proposed at the A.G. Barr General Meeting which shall not be
conditions to the Merger), being duly passed at the A.G. Barr General  Meeting 
(or at any adjournment thereof) in each case by the requisite majority of A.G.
Barr Shareholders;



 Admission of the New A.G. Barr Shares



(b) the UK Listing Authority having acknowledged to A.G. Barr or its
agent  (and  such  acknowledgement  not   having  been  withdrawn)  that   the 
application for the admission of the New A.G. Barr Shares to the Official List
with a  premium listing  has  been approved  and  (after satisfaction  of  any 
conditions to  which  such  approval  is expressed  to  be  subject  ("listing 
conditions")) will  become effective  as soon  as a  dealing notice  has  been 
issued by the  UK Listing  Authority and  any listing  conditions having  been 
satisfied and (ii) the London Stock Exchange having acknowledged to A.G.  Barr 
or its agent (and such acknowledgement not having been withdrawn) that the New
A.G. Barr Shares will be admitted to trading on the main market of the  London 
Stock Exchange;



UK merger control



(c)  the  Office   of  Fair  Trading   ("OFT")  indicating,   either 
unconditionally  or  subject   to  the  giving   of  undertakings   reasonably 
satisfactory to A.G. Barr and  Britvic, that it does  not intend to refer  the 
Merger or any part of it to the Competition Commission;



Notifications, waiting periods and authorisations



(d) other than in relation to the matters referred to in  Conditions 
3(a) to (c),  all material  notifications, filings or  applications which  are 
necessary or reasonably considered appropriate  in connection with the  Merger 
having been made and all  necessary waiting periods (including any  extensions 
thereof) under any  applicable legislation or  regulation of any  jurisdiction 
having expired, lapsed or been  terminated (as appropriate) and all  statutory 
and regulatory obligations in  any jurisdiction having  been complied with  in 
each case in respect of the Merger and all Authorisations deemed necessary  or 
reasonably appropriate by A.G. Barr and Britvic in any jurisdiction for or  in 
respect of the  Merger and, except  pursuant to Chapter  3 of Part  28 of  the 
Companies Act, the acquisition  or the proposed acquisition  of any shares  or 
other securities in, or control or management of, Britvic or any other  member 
of the Wider Britvic Group by any  member of the Wider A.G. Barr Group  having 
been obtained in terms and in a form reasonably satisfactory to A.G. Barr  and 
Britvic from  all  appropriate Third  Parties  or (without  prejudice  to  the 
generality of the foregoing) from any person or bodies with whom any member of
the Wider  Britvic  Group  or the  Wider  A.G.  Barr Group  has  entered  into 
contractual arrangements and all such Authorisations necessary, appropriate or
desirable to carry on the business of any member of the Wider Britvic Group in
any jurisdiction having been obtained and all such Authorisations remaining in
full force and effect at the time at which the Merger becomes otherwise wholly
unconditional and  there being  no notice  or intimation  of an  intention  to 
revoke, suspend, restrict, modify or not to renew such Authorisations;



General antitrust and regulatory



(e) other than in relation to the matters referred to in  Conditions 
3(b) and (c), no antitrust regulator or  Third Party having given notice of  a 
decision to take,  institute, implement  or threaten  any action,  proceeding, 
suit, investigation,  inquiry  or reference  (and  in each  case,  not  having 
withdrawn the same), or  having required any action  to be taken or  otherwise 
having done  anything,  or  having  enacted, made  or  proposed  any  statute, 
regulation, decision, order or change to published practice (and in each case,
not having withdrawn the same) and there not continuing to be outstanding  any 
statute, regulation,  decision or  order which  would or  might reasonably  be 
expected to (in any case which is material in the context of the Merger):



(i) require, prevent or materially delay or affect the  divestiture 
or materially prejudice the terms envisaged for such divestiture by any member
of the Wider A.G. Barr  Group or by any member  of the Wider Britvic Group  of 
all or any material part of their respective businesses, assets or property or
of any Britvic Shares or other securities in Britvic or impose any  limitation 
on the ability of all or any of them to conduct their businesses (or any  part 
thereof) or to own, control  or manage any of  their assets or properties  (or 
any part thereof) to an extent which  is material in the context of the  Wider 
Britvic Group or Wider A.G. Barr Group (as the case may be) taken as a whole;



(ii) except pursuant to Chapter 3  of Part 28 of the Companies  Act, 
require any member of the Wider A.G. Barr Group or the Wider Britvic Group  to 
acquire or offer to acquire any  shares, other securities (or the  equivalent) 
or interest in any member of the Wider Britvic Group or any asset owned by any
Third Party (other than in the implementation of the Merger);



(iii) impose any limitation on, or  result in a delay in, the  ability 
of any member of the Wider A.G. Barr Group directly or indirectly to  acquire, 
hold or to exercise effectively all or  any rights of ownership in respect  of 
shares or other securities in Britvic or  on the ability of any member of  the 
Wider Britvic Group or  any member of  the Wider A.G.  Barr Group directly  or 
indirectly to hold or exercise effectively  all or any rights of ownership  in 
respect of shares or other securities  (or the equivalent) in, or to  exercise 
voting or management control over, any member of the Wider Britvic Group to an
extent which is material in  the context of the  Wider Britvic Group or  Wider 
A.G. Barr Group (as the case may be) taken as a whole;



(iv) otherwise adversely affect  any or all  of the business,  assets, 
financial or trading position, profits or prospects of any member of the Wider
Britvic Group or any member of the Wider A.G. Barr Group to an extent which is
material in the context of  the Wider Britvic Group  or Wider A.G. Barr  Group 
(as the case may be) taken as a whole;



(v) result in any member of the Wider Britvic Group or any member of
the Wider A.G. Barr Group  ceasing to be able to  carry on business under  any 
name under which it presently carries on business;



(vi) make  the Merger  or its  implementation, or  the acquisition  or 
proposed acquisition  of any  shares  or other  securities  in or  control  of 
Britvic by any member of the Wider A.G. Barr Group, void, unenforceable and/or
illegal under the laws of any relevant jurisdiction, or otherwise, directly or
indirectly, prevent  or prohibit,  restrict, restrain,  or delay  the same  or 
otherwise interfere with the Merger or its implementation, or impose  material 
additional conditions or  obligations with  respect to,  or otherwise  impede, 
interfere or require amendment  of the Merger or  the acquisition or  proposed 
acquisition of any shares or other securities in or control of Britvic by  any 
member of the  Wider A.G. Barr  Group to an  extent which is  material in  the 
context of the Merger;



(vii) require, prevent or materially delay a divestiture by any  member 
of the  Wider A.G.  Barr  Group of  any shares  or  other securities  (or  the 
equivalent) in any  member of the  Wider Britvic  Group or any  member of  the 
Wider A.G. Barr Group  to an extent  which is material in  the context of  the 
Wider Britvic Group or Wider A.G. Barr Group  (as the case may be) taken as  a 
whole; or



(viii) impose any limitation on the  ability of any member of the  Wider 
A.G. Barr  Group or  any  member of  the Wider  Britvic  Group to  conduct  or 
integrate all or any part of its business with all or any part of the business
of any other  member of the  Wider A.G.  Barr Group and/or  the Wider  Britvic 
Group to an extent which is material in the context of the Wider Britvic Group
or Wider A.G. Barr Group (as the case may be) taken as a whole,



and all applicable waiting  and other time  periods (including any  extensions 
thereof) during which any such antitrust regulator or Third Party could decide
to take, institute, implement or  threaten any such action, proceeding,  suit, 
investigation, enquiry or reference or take  any other step under the laws  of 
any jurisdiction  in respect  of the  Merger having  expired, lapsed  or  been 
terminated;



Certain matters arising as a result of any arrangement, agreement, etc.



(f)  except  as  Disclosed,  there   being  no  provision  of   any 
arrangement, agreement, lease, licence, franchise, permit or other  instrument 
to which any member of the  Wider Britvic Group is a  party or by or to  which 
any such member or any of its assets  is or may be bound, entitled or  subject 
or any event or circumstance which, as a consequence of the Merger or  because 
of a change in the control of Britvic or any other member of the Wider Britvic
Group, could or might reasonably be expected  to result in (in any case to  an 
extent which is or would be material in the context of the Wider Britvic Group
taken as a whole):



(i) any monies borrowed  by, or any  other indebtedness, actual  or 
contingent, of, or  any grant available  to, any member  of the Wider  Britvic 
Group being or  becoming repayable,  or capable of  being declared  repayable, 
immediately or prior to its or  their stated maturity date or repayment  date, 
or the ability of any such member  to borrow monies or incur any  indebtedness 
being withdrawn or inhibited or being  capable of becoming or being  withdrawn 
or inhibited;



(ii) the creation or  enforcement of any  mortgage, charge or  other 
security interest over  the whole  or any part  of the  business, property  or 
assets of any member of the Wider  Britvic Group or any such mortgage,  charge 
or other  security  interest  (whenever created,  arising  or  having  arisen) 
becoming enforceable;



(iii) any  such  arrangement, agreement,  lease,  licence,  franchise, 
permit or  other  instrument  being terminated  or  the  rights,  liabilities, 
obligations or interests  of any  member of  the Wider  Britvic Group  therein 
being adversely modified or adversely affected or any obligation or  liability 
arising or any adverse action being taken or arising thereunder;



(iv) any liability of  any member of the  Wider Britvic Group to  make 
any severance, termination, bonus or other payment to any of its directors  or 
other officers;



(v) the rights, liabilities,  obligations, interests or business  of 
any member of the Wider Britvic  Group under any such arrangement,  agreement, 
lease, licence, franchise,  permit or  other instrument, or  the interests  or 
business of any member of the Wider Britvic Group in or with any other person,
body, firm or company  (or any agreement or  arrangement relating to any  such 
interests or  business) being  or  becoming capable  of being  terminated,  or 
adversely modified or affected or any onerous obligation or liability  arising 
or any adverse action being taken thereunder;



(vi) any member of the Wider Britvic Group ceasing to be able to carry
on business under any name under which it presently carries on business;



(vii) the value of, or the  financial or trading position or  prospects 
of, any  member of  the  Wider Britvic  Group  being prejudiced  or  adversely 
affected; or



(viii)  the  creation  or  acceleration  of  any  liability  (actual  or 
contingent) by  any  member  of  the Wider  Britvic  Group  other  than  trade 
creditors or other liabilities incurred in the ordinary course of business,



and no event having  occurred which, under any  provision of any  arrangement, 
agreement, lease, licence, franchise, permit or other instrument to which  any 
member of the Wider Britvic Group is a party or by or to which any such member
or any of  its assets are  bound, entitled  or subject, would  be expected  to 
result in any of the events or circumstances as are referred to in  Conditions 
(f)(i) to (viii) (in each case to  an extent which is material in the  context 
of the Wider Britvic Group taken as a whole);



Certain events occurring since 2 October 2011



(g) except as Disclosed, no member of the Wider Britvic Group having
since 2 October 2011:



(i) issued  or  agreed  to  issue, or  authorised  or  proposed  or 
announced its  intention to  authorise  or propose  the issue  of,  additional 
shares  of  any  class  or  securities  or  securities  convertible  into,  or 
exchangeable for, or rights, warrants or options to subscribe for or  acquire, 
any such shares, securities or  convertible securities or transferred or  sold 
or agreed to transfer or sell or  authorised or proposed the transfer or  sale 
of Britvic Shares out of treasury (except, where relevant, as between  Britvic 
and  wholly  owned  subsidiaries  of  Britvic  or  between  the  wholly  owned 
subsidiaries of Britvic and except for  the issue or transfer out of  treasury 
of Britvic Shares  on the  exercise of employee  share options  or vesting  of 
employee share awards in the ordinary course under the Britvic Share Schemes);



(ii) recommended, declared, paid or  made or proposed to  recommend, 
declare, pay  or  make any  bonus,  dividend or  other  distribution  (whether 
payable in  cash or  otherwise)  other than  the  second interim  dividend  in 
relation to the  financial year ended  30 September  2012 of up  to 12.4p  per 
share and the special interim dividend of up to 10.0p per share in relation to
the period from 1 October 2012 to the Effective Date (as described in  section 
10 (Dividends  and dividend  policy) of  this announcement)  or dividends  (or 
other distributions whether  payable in  cash or otherwise)  lawfully paid  or 
made by any wholly owned subsidiary of Britvic to Britvic or any of its wholly
owned subsidiaries;



(iii) other than pursuant to  the Merger (and except for  transactions 
between Britvic and its wholly owned subsidiaries or between the wholly  owned 
subsidiaries of Britvic and transactions  in the ordinary course of  business) 
implemented, effected, authorised  or proposed or  announced its intention  to 
implement, effect, authorise or propose any merger, demerger,  reconstruction, 
amalgamation, scheme, commitment, acquisition or disposal of assets or  shares 
or loan capital (or the equivalent thereof) in any undertaking or undertakings
in any such case to  an extent which is material  in the context of the  Wider 
Britvic Group taken as a whole;



(iv) (except for  transactions between  Britvic and  its wholly  owned 
subsidiaries or between the wholly owned subsidiaries of Britvic) disposed of,
or transferred, mortgaged or created any  security interest over any asset  or 
any right, title or interest in any asset or authorised, proposed or announced
any intention to do  so which in any  case is material in  the context of  the 
Wider Britvic Group taken as a whole;



(v) (except for  transactions between Britvic  and its wholly  owned 
subsidiaries or  between the  wholly owned  subsidiaries of  Britvic)  issued, 
authorised or proposed or announced an  intention to authorise or propose  the 
issue of, or made any change in or  to the terms of, any debentures or  become 
subject to any contingent liability or incurred or increased any  indebtedness 
which in any case is material in the context of the Wider Britvic Group  taken 
as a whole;



(vi) entered into or varied  or authorised, proposed or announced  its 
intention to enter into or vary any material contract, arrangement, agreement,
transaction or  commitment  (whether  in respect  of  capital  expenditure  or 
otherwise) except in the ordinary course of business which is of a long  term, 
unusual or onerous nature  or magnitude or which  involves an obligation of  a 
nature or magnitude which is likely to  be restrictive on the business of  any 
member of the Wider  Britvic Group and  which in any case  is material in  the 
context of the Wider Britvic Group taken as a whole;



(vii) entered into  or varied the  terms of, or  made any offer  (which 
remains open for acceptance) to  enter into or vary  to a material extent  the 
terms of, any contract, service agreement, commitment or arrangement with  any 
director or senior executive of any member of the Wider Britvic Group save  as 
agreed by A.G. Barr;



(viii) proposed, agreed to  provide or modified the  terms of any  share 
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any employee  of the Wider Britvic Group save  as 
agreed by A.G. Barr;



(ix) purchased,  redeemed  or repaid  or  announced any  proposal  to 
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in  respect of the  matters mentioned in  sub-paragraph (i)  above, 
made any other change to any part of its share capital, save as agreed by A.G.
Barr;



(x) waived,  compromised or  settled any  claim (other  than in  the 
ordinary course of  business) which is  material in the  context of the  Wider 
Britvic Group taken as a whole;



(xi) terminated or varied the  terms of any agreement or  arrangement 
between any member of the Wider Britvic Group and any other person in a manner
which would have a  material adverse effect on  the financial position of  the 
Wider Britvic Group taken as a whole;



(xii) other than pursuant to the Merger and as envisaged in  accordance 
with the  terms  of the  Scheme,  made any  alteration  to its  memorandum  or 
articles of association or other incorporation documents in each case which is
material in the context of the Merger;



(xiii) except in relation to changes made  or agreed as a result of,  or 
arising from,  changes to  legislation, made  or agreed  or consented  to  any 
change to the  terms of  the trust deeds  and rules  constituting the  pension 
scheme(s) established for its directors, employees or their dependants or  any 
material change to  the benefits which  accrue, or to  the pensions which  are 
payable, thereunder, or to the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions  are calculated or determined or  to 
the basis  upon which  the liabilities  (including pensions)  of such  pension 
schemes are funded or made, or agreed  or consented to, in each case which  is 
material in the context of the Wider Britvic Group taken as a whole;



(xiv) been unable, or admitted in writing that it is unable, to pay  its 
debts or commenced negotiations with one or more of its creditors with a  view 
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to  cease carrying on  all or a  substantial part of  its 
business, in each case which is material  in the context of the Wider  Britvic 
Group taken as a whole;



(xv) (other than  in respect  of a member  of the  Wider Britvic  Group 
which is dormant and was solvent at  the relevant time) taken or proposed  any 
steps, corporate action or had any legal proceedings instituted or  threatened 
against it in  relation to  the suspension of  payments, a  moratorium of  any 
indebtedness,  its   winding-up   (voluntary   or   otherwise),   dissolution, 
reorganisation or for the appointment  of a receiver, administrator,  manager, 
administrative receiver, trustee  or similar  officer of all  or any  material 
part of  its  assets or  revenues  or any  analogous  or equivalent  steps  or 
proceedings in  any jurisdiction  or  appointed any  analogous person  in  any 
jurisdiction or had any such person appointed, in each case which is  material 
in the context of the Wider Britvic Group taken as a whole;



(xvi) (except  for transactions  between Britvic  and its  wholly  owned 
subsidiaries or  between  the  wholly owned  subsidiaries  of  Britvic)  made, 
authorised, proposed or announced  an intention to propose  any change in  its 
loan capital, in  each case  which is  material in  the context  of the  Wider 
Britvic Group taken as a whole;



(xvii) entered into, implemented or authorised the entry into, any  joint 
venture, asset  or  profit  sharing  arrangement,  partnership  or  merger  of 
business or corporate entities, in each case which is material in the  context 
of the Wider Britvic Group taken as a whole;



(xviii) entered into any licence or other disposal of intellectual property
rights of any  member of the  Wider Britvic  Group which are  material in  the 
context of the Wider Britvic Group and outside the normal course of  business; 
or



(xix) entered into any agreement, arrangement, commitment or contract or
passed any resolution or  made any offer (which  remains open for  acceptance) 
with respect to or announced an intention to, or to propose to, effect any  of 
the transactions, matters or events referred to in this Condition (g);



No adverse change, litigation, regulatory enquiry or similar



(h) except as Disclosed, since 2 October 2011 there having been:



(i) no adverse change and no circumstance having arisen which would
or might  be reasonably  expected to  result  in any  adverse change  in,  the 
business, assets, financial  or trading  position or profits  or prospects  or 
operational performance of any member of the Wider Britvic Group which in  any 
case is material in the context of the Wider Britvic Group taken as a whole;



(ii) no litigation,  arbitration proceedings,  prosecution or  other 
legal proceedings (including, without limitation, with regard to  intellectual 
property rights  owned  or  used  by the  Wider  Britvic  Group)  having  been 
threatened, announced or  instituted by  or against  or remaining  outstanding 
against or in respect of,  any member of the Wider  Britvic Group or to  which 
any member of the  Wider Britvic Group  is or may become  a party (whether  as 
claimant, defendant  or otherwise),  in each  case which  might reasonably  be 
expected to have a material adverse effect on the Wider Britvic Group taken as
a whole or in the context of the Merger;



(iii)  no  enquiry,  review  or  investigation  by,  or  complaint  or 
reference to, any Third Party against or in respect of any member of the Wider
Britvic Group having  been threatened,  announced or  instituted or  remaining 
outstanding by,  against or  in respect  of any  member of  the Wider  Britvic 
Group, in each  case which  might reasonably be  expected to  have a  material 
adverse effect on the Wider Britvic Group  taken as a whole or in the  context 
of the Merger;



(iv) no contingent or other liability having arisen or become apparent
to A.G. Barr or increased other than in the ordinary course of business  which 
would or  might  reasonably be  expected  to adversely  affect  the  business, 
assets, financial or trading position or profits or prospects of any member of
the Wider Britvic Group to an extent  which is material in the context of  the 
Wider Britvic Group taken as a whole or in the context of the Merger; and



(v) no steps  having been taken  and no omissions  having been  made 
which are likely  to result  in the withdrawal,  cancellation, termination  or 
modification of any  licence held  by any member  of the  Wider Britvic  Group 
which is  necessary  for  the proper  carrying  on  of its  business  and  the 
withdrawal,  cancellation,  termination   or  modification   of  which   might 
reasonably be expected to have a material adverse effect on the Wider  Britvic 
Group taken as a whole or in the context of the Merger;



No  discovery  of  certain  matters  regarding  information,  liabilities  and 
environmental issues



(i) except as Disclosed, A.G. Barr not having discovered:



(i) that any  financial, business or  other information  concerning 
the Wider  Britvic  Group  publicly  announced  prior  to  the  date  of  this 
announcement or disclosed at  any time to  any member of  the Wider A.G.  Barr 
Group or to any of their advisers by  or on behalf of any member of the  Wider 
Britvic Group prior to the date of this announcement is misleading, contains a
misrepresentation of any fact, or omits to state a fact necessary to make that
information not misleading, to an extent which in any such case is material in
the context of the Wider Britvic Group taken as a whole;



(ii) that any member of the Wider Britvic Group or any  partnership, 
company or other entity in which any  member of the Wider Britvic Group has  a 
significant economic interest  and which  is not a  subsidiary undertaking  of 
Britvic is, otherwise than in the ordinary course of business, subject to  any 
liability, contingent or otherwise and which is material in the context of the
Wider Britvic Group taken as a whole or in the context of the Merger;



(iii) that any past or present  member of the Wider Britvic Group  has 
not  complied  in  any  material  respect  with  all  applicable  legislation, 
regulations or other  requirements of any  jurisdiction or any  Authorisations 
relating to  the  use,  treatment,  storage,  carriage,  disposal,  discharge, 
spillage, release, leak or emission of any waste or hazardous substance or any
substance likely to impair  the environment (including  any property) or  harm 
human or animal health or otherwise  relating to environmental matters or  the 
health and safety of humans, which non-compliance would be likely to give rise
to any liability including any  penalty for non-compliance (whether actual  or 
contingent) on the part of any member of the Wider Britvic Group which in  any 
case is material in the context of the Wider Britvic Group taken as a whole;



(iv) that there  has been  a material  disposal, discharge,  spillage, 
accumulation, release, leak,  emission or the  migration, production,  supply, 
treatment, storage, transport or  use of any waste  or hazardous substance  or 
any substance likely  to impair  the environment (including  any property)  or 
harm  human  or  animal   health  which  (whether  or   not  giving  rise   to 
non-compliance with any law  or regulation), would be  likely to give rise  to 
any liability (whether actual or contingent) on the part of any member of  the 
Wider Britvic Group which in any case is material in the context of the  Wider 
Britvic Group taken as a whole;



(v) that there is  or is reasonably likely  to be any obligation  or 
liability  (whether  actual  or  contingent)  or  requirement  to  make  good, 
remediate, repair, reinstate or clean up any property, asset or any controlled
waters currently or  previously owned, occupied,  operated or made  use of  or 
controlled by any past or present member of the Wider Britvic Group (or on its
behalf), or in which  any such member  may have or previously  have had or  be 
deemed to have had  an interest, under  any environmental legislation,  common 
law, regulation, notice, circular, Authorisation  or order of any Third  Party 
in any  jurisdiction  or to  contribute  to  the cost  thereof  or  associated 
therewith or indemnify  any person in  relation thereto which  in any case  is 
material in the context of the Wider Britvic Group taken as a whole;



(vi) that  circumstances exist  (whether  as a  result of  making  the 
Merger or otherwise)  which would be  reasonably likely to  lead to any  Third 
Party instituting (or whereby any member  of the Wider Britvic Group would  be 
likely to be required to institute)  an environmental audit or take any  steps 
which would in any such case be  reasonably likely to result in any actual  or 
contingent liability to improve or install  new plant or equipment or to  make 
good, repair, reinstate  or clean up  any property of  any description or  any 
asset now or previously owned, occupied or made use of by any past or  present 
member of the  Wider Britvic Group  (or on its  behalf) or by  any person  for 
which a member of the  Wider Britvic Group is or  has been responsible, or  in 
which any such member may have or previously have had or be deemed to have had
an interest, which in any case is material in the context of the Wider Britvic
Group taken as a whole; or



(vii) that circumstances  exist whereby  a person or  class of  persons 
have or is reasonably likely to have any legitimate claim or claims in respect
of any  product or  process,  or materials  used  therein, now  or  previously 
manufactured, sold, supplied or carried out  by any past or present member  of 
the Wider Britvic Group which in each  case is material in the context of  the 
Wider Britvic Group taken as a whole.



B. CERTAIN FURTHER TERMS OF THE SCHEME AND THE MERGER



Subject to the requirements of the Panel  and, in the case of Condition  3(c), 
Britvic's prior written  consent, A.G. Barr  reserves the right  to waive,  in 
whole or in part, all or any of the above Conditions 3(c) to (i) (inclusive).



The Scheme will not become effective unless the Conditions have been fulfilled
or (if capable of waiver) waived  or, where appropriate, have been  determined 
by A.G. Barr to be or remain satisfied  by no later than the date referred  to 
in Condition 1 (or such later date as A.G. Barr and Britvic may agree and  (if 
required) the Panel and the Court may allow).



If A.G. Barr  is required by  the Panel to  make an offer  for Britvic  Shares 
under the  provisions  of  Rule  9  of the  Code,  A.G.  Barr  may  make  such 
alterations to any  of the above  Conditions and  terms of the  Merger as  are 
necessary to comply with the provisions of that Rule.



A.G. Barr shall be  under no obligation  to waive (if  capable of waiver),  to 
determine to be or remain satisfied or to treat as fulfilled any of Conditions
3(c) to  (i) (inclusive)  by  a date  earlier than  the  latest date  for  the 
fulfilment of that Condition notwithstanding that the other Conditions of  the 
Merger may at such earlier date have  been waived or fulfilled and that  there 
are at  such  earlier  date  no circumstances  indicating  that  any  of  such 
Conditions may not be capable of fulfilment.



A.G. Barr reserves the right to elect, with the consent of the Panel and  with 
Britvic's prior written consent (such consent, for the avoidance of doubt,  to 
also be required in the case of any offer to be made by A.G. Barr in the event
Condition 3(c) is not satisfied), to implement  the Merger by way of a  Merger 
Offer. In such event, the acquisition will be implemented on substantially the
same terms subject to  appropriate amendments (including, without  limitation, 
an acceptance condition set at 90  per cent. (or such lesser percentage  being 
more than 50 per  cent. as A.G. Barr  may decide) of the  shares to which  the 
Merger Offer relates and of the voting rights carried by those shares), so far
as applicable, as those which would apply to the Scheme.



The Merger will lapse and  the Scheme will not proceed  if the OFT refers  the 
Merger or any part of it to the Competition Commission before the date of  the 
Court Meeting.  In  such  event,  neither  A.G.  Barr,  Britvic  nor  Britvic 
Shareholders will be bound by any term of the Scheme.



The availability of the Merger to  persons not resident in the United  Kingdom 
may be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe  any 
applicable requirements.



The Merger is not being made, directly or indirectly, in, into or from, or  by 
use of the mails of,  or by any means  of instrumentality (including, but  not 
limited to,  facsimile,  e-mail or  other  electronic transmission,  telex  or 
telephone) of  interstate or  foreign commerce  of, or  of any  facility of  a 
national, state or other securities exchange of, any jurisdiction where to  do 
so would violate the laws of that jurisdiction.



Under Rule 13.5  of the  Code, A.G.  Barr may not  invoke a  condition to  the 
Merger so as to cause the Merger not  to proceed, to lapse or to be  withdrawn 
unless the circumstances which give rise to the right to invoke the  condition 
are of material significance to  A.G. Barr in the  context of the Merger.  The 
conditions contained in paragraphs 1,  2 and 3(a), (b) and  (c) of Part A  are 
not subject to this provision of the Code.



Fractions of New A.G. Barr  Shares will not be  allotted or issued to  Britvic 
Shareholders pursuant to the Scheme. Fractional entitlements to New A.G. Barr
Shares will be  rounded down  to the  nearest whole  number of  New A.G.  Barr 
Shares.



If the Scheme becomes effective, the new Britvic shares to be issued  pursuant 
to the Scheme  will be  acquired by  A.G. Barr fully  paid and  free from  all 
liens, charges, equitable interests,  encumbrances, rights of pre-emption  and 
any other rights and interests of any nature whatsoever and together with  all 
rights now and hereafter attaching thereto, including voting rights and,  save 
as referred to below, the  right to receive and  retain in full all  dividends 
and other  distributions (if  any) declared,  made  or paid  on or  after  the 
Effective Date. Under the terms of the Merger, each Britvic Shareholder  will 
forgo all  rights to  any future  dividend or  undeclared dividends  or  other 
return of  capital of  Britvic  (other than  the  second interim  dividend  in 
relation to the  financial year ended  30 September  2012 of up  to 12.4p  per 
share and the special interim dividend of up to 10.0p per share in relation to
the period from 1 October 2012 to the Effective Date (as described in  section 
10 (Dividends and dividend policy) of this announcement)).



The Merger and the Scheme will be governed by the law of England and Wales and
will be  subject  to  the  jurisdiction  of the  English  courts  and  to  the 
Conditions and further terms set out in this  Appendix 1 and to be set out  in 
the Scheme Document. The Scheme will be subject to applicable requirements of
the Code, the Panel,  the London Stock  Exchange, the FSA  and the UK  Listing 
Authority.



                                  APPENDIX 2

                                      

                              BASES AND SOURCES





(a) For the purposes of the financial comparisons contained in  this 
announcement, no account has  been taken of any  liability to taxation or  the 
treatment of fractions under the Merger.



(b) Unless otherwise stated, the financial information on A.G.  Barr 
contained in  this  announcement is  extracted  or derived  (without  material 
adjustment) from the audited consolidated  annual report and accounts for  the 
A.G. Barr Group for the 52 weeks ended 28 January 2012.



(c) Unless otherwise  stated, the financial  information on  Britvic 
contained in  this  announcement is  extracted  or derived  (without  material 
adjustment) from the audited consolidated  annual report and accounts for  the 
Britvic Group for the 52 weeks ended 2 October 2011.



(d) The market prices of the A.G. Barr Shares and the Britvic Shares
are the closing middle  market quotations as derived  from the Daily  Official 
List.



(e) As  at the  close of  business on  13 November  2012 (being  the 
latest practicable date  prior to the  date of this  announcement) there  were 
116,768,778  A.G.  Barr  Shares   in  issue.  The  International   Securities 
Identification Number for A.G. Barr Shares is GB00B6XZKY75.



(f) As at  the close  of business on  13 November  2012 (being  the 
latest practicable date  prior to the  date of this  announcement) there  were 
242,344,551  Britvic   Shares   in   issue.   The   International   Securities 
Identification Number for Britvic Shares is GB00B0N8QD54.



(g) The value of 352.7 pence per Britvic Share implied by the  terms 
of the Merger is calculated based on the exchange ratio of 0.816 New A.G. Barr
Shares for each Britvic Share held and  the closing price per A.G. Barr  Share 
of 432.2 pence on 13 November 2012 (being the latest practicable date prior to
the date of this announcement).



(h) The value  of approximately  £855 million  for Britvic's  issued 
share capital implied by the terms of the Merger is calculated on the basis of
the value placed  on each  Britvic Share referred  to in  paragraph (g)  above 
multiplied by the number of Britvic Shares referred to in paragraph (f) above.



(i) Synergy numbers are unaudited and are based on analysis by A.G.
Barr's and  Britvic's management  and on  A.G. Barr's  and Britvic's  internal 
records.







                                  APPENDIX 3

                                      

                     DETAILS OF IRREVOCABLE UNDERTAKINGS





Irrevocable undertakings in respect of Britvic Shares



The following persons have given irrevocable undertakings to vote in favour of
the Scheme at  the Court Meeting  and the  resolutions to be  proposed at  the 
Britvic General Meeting in relation to the following Britvic Shares:



Name             Number of Britvic Percentage of issued ordinary share capital
                            Shares                                  of Britvic
Susan Moody                434,042                                       0.179

                                                                             
John Gibney                373,480                                       0.154

                                                                             
Virginia Corbett           103,695                                       0.043

                                                                             
Michael Shallow             21,739                                       0.009

                                                                             
Joanne Averiss              14,696                                       0.006

                                                                             
Ben Gordon                  11,393                                       0.005

                                                                             
Paul Moody                  11,044                                       0.005

                                                                             
Bob Ivell                   10,870                                       0.004

                                                                             
TOTAL                      980,959                                        0.40



The undertakings shall  only lapse if  the Scheme Document  (or, if A.G.  Barr 
elects to implement the Merger  by way of a  Merger Offer, the offer  document 
relating to the Merger Offer) is not  published within 28 days of the date  of 
this announcement (or such later date as  the Panel may agree); or the  Scheme 
(or Merger  Offer, as  applicable)  does not  become  effective or  lapses  in 
accordance with its  terms; or A.G.  Barr announces, with  the consent of  the 
Panel, that it does not intend to  proceed with the Merger (whether by  Scheme 
or Merger Offer), the Scheme is  withdrawn or any competing offer for  Britvic 
is made which is declared wholly unconditional or otherwise becomes effective.



Irrevocable undertakings in respect of A.G. Barr Shares



The following persons have given irrevocable undertakings to vote in favour of
the resolution to be proposed at the A.G. Barr General Meeting to approve  the 
Merger and related resolutions to be proposed at the A.G. Barr General Meeting
in relation to the following A.G. Barr Shares:



Name                        Number of A.G. Barr  Percentage of issued ordinary
                                         Shares     share capital of A.G. Barr
William Robin Graham Barr             6,033,876                           5.17
Robert Barr's Charitable              5,400,000                           4.62
Trust
Robert Barr's Trust                  2,247,858                           1.93
Patrick Graham Barr                   1,677,648                           1.44
Julie Anne Barr                       1,643,457                           1.41
Caroline J. Muir                      1,614,504                           1.38
Heather Jean Barr                     1,482,450                           1.27
Mrs D. K. Barr Testamentary           1,080,600                           0.93
Trust
Mrs   Heather    J.    Barr             761,100                           0.65
Discretionary Trust
W.  Robin  G.  Barr  Family             456,510                           0.39
Trust
Carol White                             325,944                           0.28
Ronald Hanna                            150,000                           0.13
Melanie Kemp                            125,616                           0.11
W.R.G.   Barr   Trust   for              83,940                           0.07
Children
Robert Barr 1985 Trust                   72,900                           0.06
Susan Memmott                            66,606                           0.06
Ellen Short                              52,311                           0.04
Martin Griffiths                          5,400                          0.005
Andrew Memmott                              600                         0.0005
TOTAL                                23,281,320                          19.94



The undertakings shall  only lapse if  the Scheme Document  (or, if A.G.  Barr 
elects to implement the Merger  by way of a  Merger Offer, the offer  document 
relating to the Merger Offer) is not  published within 28 days of the date  of 
this announcement (or such later date as  the Panel may agree); or the  Scheme 
(or Merger  Offer, as  applicable)  does not  become  effective or  lapses  in 
accordance with its  terms; or A.G.  Barr announces, with  the consent of  the 
Panel, that it does not intend to  proceed with the Merger (whether by  Scheme 
or Merger Offer), the Scheme is  withdrawn or any competing offer for  Britvic 
is  made  which  is  declared   wholly  unconditional  or  otherwise   becomes 
effective.





                                  APPENDIX 4

                                      

                           BRITVIC PROFIT ESTIMATE

                                      

Section A: Britvic Profit Estimate

1. Introduction

On 11 July 2012, Britvic released  an update statement on the Robinsons  Fruit 
Shoot and Fruit Shoot Hydro product recall which was announced on 3 July 2012.
In this update statement it was stated that:

"We believe this will now have an impact on the group profit before tax in the
region of  £15m to  £25m across  the  current and  next financial  year.  This 
includes an anticipated impact in 2013 financial year of between £5m and £7m."

The update statement also said:

"In May we reported that  the UK soft drinks market  and our trading had  been 
adversely affected by  poor weather conditions  and weak consumer  sentiment. 
Since then trading conditions have not  improved and the group now expects  to 
deliver a result for the current financial  year that is at the bottom end  of 
market expectations, before taking  account of the impact  of the Fruit  Shoot 
recall."

Further to that, in the Q3  Interim Management Statement announced on 19  July 
2012, Britvic reiterated this guidance:

"…As announced last week,  these events caused us  to re-set our  expectations 
for the full year and our guidance remains unchanged."

At the time  of these statements,  the Britvic Directors  considered that  the 
bottom end  of market  expectations  for the  operating  profit for  the  2012 
financial year was £129m based on the  low end of 16 brokers' forecasts  given 
prior to the Fruit Shoot recall announcement on 3 July 2012. As a result,  the 
estimated impact  of  £10m  to £18m  for  the  2012 financial  year  from  the 
Robinsons Fruit Shoot and  Fruit Shoot Hydro product  recall implies that  the 
Britvic Group's operating profit  for 2012 will  be in the  range of £111m  to 
£119m. The statements above continue to be unchanged and the Britvic Directors
estimate that  the full  year operating  profit of  Britvic for  2012 will  be 
towards the lower end  of this range indicated  (together with the  statements 
above, the "Britvic Profit Estimate").

The Britvic Profit Estimate is a profit  forecast for the purposes of Rule  28 
of the Code.  As such  it is  a requirement under  the Code  that the  Britvic 
Profit  Estimate  be  reported  on  by  Britvic's  reporting  accountants  and 
financial advisers.  The bases  behind  the Britvic  Profit Estimate  and  the 
reports of Ernst & Young LLP and Citigroup Global Markets Limited are set  out 
below. Ernst & Young LLP and  Citigroup Global Markets Limited have given  and 
not withdrawn their consent  to the publication of  their reports in the  form 
and context in which they are included in this announcement.

The Britvic Profit  Estimate is  not based on  profit before  tax because  the 
guidance approved by the Britvic Directors and given to the market at the time
these statements were made  was at the level  of operating profit. The  market 
expectations referred  to in  the  Britvic Profit  Estimate were  therefore  a 
reference to the Britvic Group's operating profit as opposed to profit  before 
tax. The Britvic Directors consider operating profit to be a more appropriate
measure of the Britvic Group's underlying performance, as it excludes  ongoing 
finance charges  and  items  of  a  one-off  nature  outside  of  management's 
control.

For clarification, operating  profit is  the Britvic Group's  profits for  the 
period attributable to the equity shareholders before adjusting for:

· exceptional and other items which are  all one off in nature, except  for 
the movement in the fair value of derivative financial instruments where hedge
accounting cannot be applied;

· finance costs; and

· taxation.

The Britvic Profit  Estimate is for  the full  year to 30  September 2012.  In 
accordance with Rule 28.8 of the Code, your attention is drawn to the  Britvic 
interim results  for the  28 weeks  ended  15 April  2012, when  Britvic  made 
operating profit of £40m (2011: £44m).



2. Basis of preparation

The Britvic  Profit  Estimate is  based  on the  unaudited  interim  financial 
results of the  Britvic Group for  the 28 weeks  ended 15 April  2012 and  the 
unaudited management accounts for the 24 weeks ended 30 September 2012 and has
been prepared on  a basis  consistent with  the accounting  policies that  are 
expected to be used in  the Britvic Group's consolidated financial  statements 
for the year ended 30 September 2012.

The Britvic Profit Estimate has been prepared on the basis that:

· No events will arise between the date of this announcement  and 
the date on which Britvic announces  its audited results for 2012 which  would 
require incorporation  in the  2012  results in  accordance with  the  Britvic 
Group's accounting policies under IFRS; and

· There  will  be  no  retrospective  change  in  legislation  or 
regulatory requirements  that  will have  a  material impact  on  the  Britvic 
Group's operations.



Section B: Accountant's report in relation to the Britvic Profit Estimate

                                                                             

                                                                             

                                                                             

                                                                             

                                                                             















The  Directors 
  14 November 2012

Britvic plc

Breakspear Park

Breakspear Way

Hemel Hempstead

Hertfordshire

HP2 4TZ



Citigroup Global Markets Limited

33 Canada Square

Canary Wharf

London

E14 5LB



Dear Sirs

We report on the profit estimate comprising the operating profit of Britvic
plc ("Britvic") and its subsidiaries (together the "Britvic Group") for the 52
weeks ended 30 September 2012 (the "Profit Estimate"). The Profit Estimate
and the basis on which it is prepared is set out in Section A of Appendix 4 of
the announcement (the "Announcement") issued by Britvic and A.G. BARR p.l.c.
("A.G. Barr") dated 14 November 2012. This report is required by Rules
28.3(b) and 28.4 of The City Code on Takeovers and Mergers (the "Code") and is
given for the purpose of complying with those Rules and for no other purpose.
Accordingly we assume no responsibility in respect of this report to A.G. Barr
or any person connected to, or acting in concert with, A. G. Barr or to any
other person who is seeking or may in the future seek to acquire control of
Britvic (an "Alternative Offeror") or to any other person connected to, or
acting in concert with, an Alternative Offeror.

Responsibilities

It is the responsibility of the directors of Britvic to prepare the Profit
Estimate in accordance with the requirements of the Code. In preparing the
Profit Estimate the directors of Britvic are responsible for correcting errors
that they have identified which may have arisen in unaudited financial results
and unaudited management accounts used as the basis of preparation for the
Profit Estimate.

It is our responsibility to form an opinion as required by the Code as to the
proper compilation of the Profit Estimate and to report that opinion to you.

The UK firm Ernst & Young LLP is a limited liability partnership registered in
England and Wales with registered number OC300001 and is a member firm of
Ernst & Young Global Limited. A list of members' names is available for
inspection at 1 More London Place, London SE1 2AF, the firm's principal place
of business and registered office.

Basis of preparation of the Profit Estimate

The Profit Estimate has been prepared on the basis stated in Section A of
Appendix 4 of the Announcement and is based on the unaudited interim results
for the 28 weeks ended 15 April 2012 and unaudited management accounts for the
24 weeks ended 30 September 2012. The Profit Estimate is required to be
presented on a basis consistent with the accounting policies of the Britvic
Group.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting
issued by the Auditing Practices Board in the United Kingdom. Our work
included evaluating the basis on which the historical financial information
included in the Profit Estimate has been prepared and considering whether the
Profit Estimate has been accurately computed using that information and
whether the basis of accounting used is consistent with the accounting
policies of the Britvic Group.

We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Profit Estimate has been properly compiled on the basis
stated.

However, the Profit Estimate has not been audited. The actual results
reported, therefore, may be affected by revisions required to accounting
estimates due to changes in circumstances, the impact of unforeseen events and
the correction of errors in the interim financial results or management
accounts. Consequently we can express no opinion as to whether the actual
results achieved will correspond to those shown in the Profit Estimate and the
difference may be material.

Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in the United States of America or
other jurisdictions and accordingly should not be relied upon as if it had
been carried out in accordance with those standards and practices.

Opinion

In our opinion, the Profit Estimate has been properly compiled on the basis
stated and the basis of accounting used is consistent with the accounting
policies of the Britvic Group.

Yours faithfully





Ernst & Young LLP

United Kingdom



Click on, or paste the following link into your web browser, to view the
associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/0553R_-2012-11-14.pdf



Section C: Financial Adviser's report in relation to the Britvic Profit
Estimate



                                                                             


                                                   Citigroup Centre

                                                                 Canada Square

                                                                  Canary Wharf

                                                                London E14 5LB

                                                                United Kingdom

                                                    Tel +44 (0) 20 7986 4000

                                                    Fax +44 (0) 20 7986 2266

                                                                             

The Directors

Britvic plc

Breakspear Park

Breakspear Way

Hemel Hempstead

Hertfordshire

HP2 4TZ



                                                              14 November 2012

Dear Sirs

Report in connection with the profit estimate of Britvic plc

We refer  to  the statements  comprising  the estimated  operating  profit  of 
Britvic plc ("Britvic") and its  subsidiaries (together, the "Britvic  Group") 
for the  year ended  30 September  2012 (the  "Profit Estimate").  The  Profit 
Estimate and the basis on  which it is prepared are  set out in Appendix 4  of 
the announcement of the proposed merger of Britvic and A.G. Barr p.l.c. issued
by Britvic and A.G. Barr p.l.c. dated 14 November 2012 (the "Announcement").

We have discussed the Profit Estimate,  together with the bases upon which  it 
has been made, with  you. We have also  discussed the accounting policies  and 
bases of calculation for the Profit Estimate  with Ernst & Young LLP and  have 
considered the letter of today's date addressed to you and to us from Ernst  & 
Young LLP on these matters. We have relied upon the accuracy and  completeness 
of all  the financial  and other  information provided  to us  by Britvic,  or 
otherwise  discussed  with  us,  and   we  have  assumed  such  accuracy   and 
completeness for the purposes of providing this letter.

On the basis of the foregoing, we consider that the Profit Estimate, for which
you, as directors of  Britvic are solely responsible,  has been compiled  with 
due care and consideration by the directors of Britvic.

This report is  provided to you  solely in connection  with Rules 28.3(b)  and 
28.4 of the City Code  on Takeovers and Mergers and  for no other purpose.  No 
person other than the directors  of Britvic can rely  on the contents of  this 
letter and to the fullest extent permitted by law, we exclude all liability to
any other  person,  in  respect of  this  letter  or the  work  undertaken  in 
connection with this letter.

Yours faithfully



Jan Skarbek

Managing Director

Citigroup Global Markets Limited



                                      

                                  APPENDIX 5

                                      

                                 DEFINITIONS





The following  definitions  apply  throughout  this  announcement  unless  the 
context requires otherwise.



"£",   "GBP",   "Sterling", the lawful currency of the UK
"pence" or "p"


"Admission"                 the New  A.G. Barr  Shares being  admitted to  the 
                            premium listing segment of  the Official List  and 
                            to trading  on the  London Stock  Exchange's  main 
                            market for listed securities

                            
"A.G. Barr"                 A.G. BARR p.l.c.

                            
"A.G. Barr Circular"        the circular to be sent to A.G. Barr  Shareholders 
                            in connection with the Merger

                            
"A.G. Barr Directors"       the board of directors of A.G. Barr at the date of
                            this announcement

                            
"A.G. Barr General Meeting" the general meeting of A.G. Barr to be convened in
                            connection with the Merger,  notice of which  will 
                            be set out  in the A.G.  Barr Circular  (including 
                            any adjournment thereof)

                            
"A.G. Barr Group"           A.G.  Barr,   its  subsidiaries   and   subsidiary 
                            undertakings from time to time (excluding, for the
                            avoidance of doubt, the Britvic Group)

                            
"A.G. Barr Prospectus"      the prospectus  to be  published by  A.G. Barr  in 
                            connection with  the issue  of the  New A.G.  Barr 
                            Shares

                            
"A.G. Barr Shareholders"    holders of A.G. Barr Shares

                            
"A.G. Barr Shares"          fully paid-up ordinary  shares of  4 ^1/[6]  pence 
                            each in the capital of A.G. Barr

                            
"Australia"                 the Commonwealth of Australia, its territories and
                            possessions

                            
"Authorisations"            material  authorisations,  orders,   recognitions, 
                            grants,   consents,   clearances,   confirmations, 
                            certificates, licences, permissions and approvals

                            
"Britvic"                   Britvic plc

                            
"Britvic ADSs"              American Depositary  Shares  representing  Britvic 
                            Shares
"Britvic Directors"         the board of directors of  Britvic at the date  of 
                            this announcement

                            
"Britvic General Meeting"   the general meeting of  Britvic to be convened  in 
                            connection with the  Scheme and  the Reduction  of 
                            Capital, notice of  which will be  set out in  the 
                            Scheme Document, including any adjournment thereof

                            
"Britvic Group"             Britvic,   its    subsidiaries   and    subsidiary 
                            undertakings from time to time

                            
"Britvic Profit Estimate"   those statements made by  Britvic referred to  in, 
                            and as  reported  on  by Ernst  &  Young  LLP  and 
                            Citigroup Global Markets Limited in, Appendix 4 of
                            this announcement and as otherwise referred to  or 
                            reproduced elsewhere in this announcement

                            
"Britvic Shareholders"      holders of Britvic Shares

                            
"Britvic Shares"            fully paid-up ordinary shares of 20 pence each  in 
                            the capital of Britvic

                            
"Britvic Share Schemes"     the Britvic  Executive  Share Option  Scheme,  the 
                            Britvic Performance  Share  Plan and  the  Britvic 
                            Share Incentive Plan, each as amended from time to
                            time

                            
"business day"              a day on which the  London Stock Exchange is  open 
                            for business

                            
"Canada"                    Canada, its  provinces  and  territories  and  all 
                            areas  under  its   jurisdiction  and   political 
                            sub-divisions thereof

                            
"Code"                      the City Code on  Takeovers and Mergers  published 
                            by the Panel

                            
"Combined Entity"           the ultimate parent company of the Combined Group,
                            which upon the Merger  becoming Effective will  be 
                            A.G. Barr (proposed to be renamed as "Barr Britvic
                            Soft Drinks plc")

                            
"Combined Group"            the   combined   group   following   the   Merger, 
                            comprising the  A.G. Barr  Group and  the  Britvic 
                            Group

                            
"Companies Act"             the Companies Act  2006, as amended  from time  to 
                            time

                            
"Competition Commission"    the independent public body which conducts  second 
                            phase in-depth inquiries into mergers, markets and
                            the regulation of  the major regulated  industries 
                            in the United  Kingdom (or any  successor body  or 
                            bodies carrying  out  the same  functions  in  the 
                            United Kingdom from time to time)

                            
"Conditions"                the conditions to the implementation of the Merger
                            (including the Scheme) as set out in Appendix 1 to
                            this announcement and to be set out in the  Scheme 
                            Document

                            
"Confidentiality Agreement" the mutual confidentiality agreement entered  into 
                            by A.G. Barr and Britvic dated 24 August 2012

                            
"Co-operation Agreement"    the co-operation  agreement entered  into by  A.G. 
                            Barr  and   Britvic  dated   the  date   of   this 
                            announcement

                            
"Court"                     the High Court of Justice in England and Wales

                            
"Court Hearing"             the hearing by  the Court to  sanction the  Scheme 
                            and to confirm the Reduction of Capital

                            
"Court Meeting"             the meeting(s) of the  Britvic Shareholders to  be 
                            convened by order of the Court pursuant to section
                            896 of the Companies Act, notice of which will  be 
                            set out in the Scheme Document, for the purpose of
                            approving the  Scheme, including  any  adjournment 
                            thereof

                            
"Court Order"               the order of the Court sanctioning the Scheme  and 
                            confirming the Reduction of Capital

                            
"CREST"                     the   relevant   system   (as   defined   in   the 
                            Uncertificated  Securities  Regulations  2001  (SI 
                            2001/3755)) in respect of

                            which  Euroclear  UK  &  Ireland  Limited  is  the 
                            operator  (as  defined  in  such  Regulations)  in 
                            accordance with which securities  may be held  and 
                            transferred in uncertificated form

                            
"Daily Official List"       the  daily  official  list  of  the  London  Stock 
                            Exchange

                            
"Dealing Disclosure"        an announcement  pursuant to  Rule 8  of the  Code 
                            containing details  of  dealings in  interests  in 
                            relevant securities of a party to an offer

                            
"Disclosed"                 (i) disclosed in  the annual  report and  accounts 
                            for Britvic for the  period ended 2 October  2011, 
                            (ii) Publicly Announced,  (iii) disclosed in  this 
                            announcement, or  (iv)  fairly disclosed  to  A.G. 
                            Barr, its officers or employees, or its financial,
                            legal  or  accounting  advisers  (specifically  in 
                            their capacity as A.G. Barr's advisers in relation
                            to the Merger) by or on behalf of Britvic prior to
                            the date of this announcement

                            
"Effective"                 in the context of the Merger:

                            

                            (a) if the Merger is implemented by  way 
                            of the Scheme, the Scheme having become  effective 
                            pursuant to its terms; or

                            

                            (b) if the Merger is implemented by  way 
                            of a Merger Offer,  such Merger Offer having  been 
                            declared and become unconditional in all  respects 
                            in accordance with the requirements of the Code

                            
"Effective Date"            the date upon which the Merger becomes Effective

                            
"Forms of Proxy"            the form of proxy in  connection with each of  the 
                            Court Meeting  and  the Britvic  General  Meeting, 
                            which shall accompany the Scheme Document

                            
"FSA"                       the Financial Services Authority

                            
"GB"                        Great Britain

                            
"IFRS"                      International Financial  Reporting  Standards,  as 
                            adopted by the European Union

                            
"Ireland"                   the Republic of Ireland and Northern Ireland

                            
"Japan"                     Japan, its  cities, prefectures,  territories  and 
                            possessions

                            
"Listing Rules"             the rules and regulations  made by the UK  Listing 
                            Authority under Part VI of the Financial  Services 
                            and Markets Act 2000  (as amended), and  contained 
                            in the UK Listing  Authority's publication of  the 
                            same name (as amended from time to time)

                            
"London Stock Exchange"     London Stock Exchange plc

                            
"Long Stop Date"            30 June 2013 (or such later date as A.G. Barr  and 
                            Britvic may agree)

                            
"Merger"                    the acquisition  of the  entire issued  and to  be 
                            issued share capital of Britvic by A.G. Barr to be
                            implemented by way of  the Scheme or (should  A.G. 
                            Barr so elect, subject to the consent of the Panel
                            and Britvic's prior written  consent) by way of  a 
                            Merger Offer

                            
"Merger Offer"              the implementation  of the  Merger by  means of  a 
                            takeover offer under section 974 of the  Companies 
                            Act, rather than by means of the Scheme

                            
"New A.G. Barr Shares"      the new A.G. Barr Shares to be issued and credited
                            as fully paid to Britvic Shareholders pursuant  to 
                            the Merger

                            
"Official List"             the official list of the UK Listing Authority

                            
"OFT"                       the Office of Fair  Trading of the United  Kingdom 
                            (or  any   successor  authority   or   authorities 
                            carrying out  consumer  credit  regulatory  and/or 
                            competition law  and  merger  control  enforcement 
                            functions in the United Kingdom from time to time)

                            
"Opening           Position an announcement  pursuant to  Rule 8  of the  Code 
Disclosure"                 containing details of  certain persons'  interests 
                            in relevant securities of a party to an offer

                            
"Panel"                     the Panel on Takeovers and Mergers

                            
"Prospectus Rules"          the prospectus rules made by the FSA under Part VI
                            of the Financial Services and Markets Act 2000 (as
                            amended)

                            
"Publicly Announced"        specifically disclosed in any public  announcement 
                            by Britvic to  any Regulatory Information  Service 
                            including, but  not  limited to,  the  Q1  interim 
                            management statement  dated 25  January 2012,  the 
                            2012 interim  results dated  24 May  2012, the  Q3 
                            interim management  statement dated  19 July  2012 
                            and the trading update dated 18 October 2012

                            
"Reduction of Capital"      the proposed reduction of Britvic's share  capital 
                            under Chapter 10 of Part 17 of the Companies  Act, 
                            pursuant to the Scheme

                            
"Registrar of Companies"    the Registrar of Companies in England and Wales

                            
"Regulatory     Information any of the services  authorised from time to  time 
Service"                    by the  FSA  for  the  purposes  of  disseminating 
                            regulatory announcements

                            
"Restricted Jurisdiction"   any jurisdiction where  local laws or  regulations 
                            may  result   in   significant  risk   of   civil, 
                            regulatory or  criminal  exposure  if  information 
                            concerning the Merger is sent or made available to
                            Britvic  Shareholders  in  that  jurisdiction  (in 
                            accordance with Rule 30.3 of the Code)

                            
"Rothschild"                N.M. Rothschild &  Sons Limited of  New Court,  St 
                            Swithin's Lane, London EC4N 8AL

                            
"Scheme"                    the scheme  of  arrangement proposed  to  be  made 
                            under Part 26 of the Companies Act between Britvic
                            and the  Britvic Shareholders  in connection  with 
                            the Merger, with or  subject to any  modification, 
                            addition or condition approved  or imposed by  the 
                            Court and agreed to by A.G. Barr and Britvic

                            
"Scheme Document"           the document to be sent to (among others)  Britvic 
                            Shareholders containing  and  setting  out,  among 
                            other things, the full terms and conditions of the
                            Scheme and  containing the  notices convening  the 
                            Court Meeting and the Britvic General Meeting

                            
"Scheme Record Time"        the  time  and  date   specified  in  the   Scheme 
                            Document, expected to be 6.00 p.m. on the business
                            day immediately  prior to  the date  of the  Court 
                            Hearing

                            
"Scheme Voting Record Time" the time and date specified in the Scheme Document
                            by reference to which  entitlement to vote on  the 
                            Scheme will be determined

                            
"Special Resolution"        the special resolution to  be proposed by  Britvic 
                            at the Britvic General Meeting in connection with,
                            among other things, the approval of the Scheme and
                            confirmation of  the  Reduction  of  Capital,  the 
                            alteration of  Britvic's articles  of  association 
                            and such  other matters  as  may be  necessary  to 
                            implement the  Scheme  and the  delisting  of  the 
                            Britvic Shares

                            
"Statement of Capital"      the statement of capital  (approved by the  Court) 
                            showing, with respect  to Britvic's share  capital 
                            as altered  by the  Court Order,  the  information 
                            required by section 649 of the Companies Act

                            
"Third Party"               a  central  bank,   government  or   governmental, 
                            quasi-governmental,   supranational,    statutory, 
                            regulatory, environmental or investigative body or
                            authority,  court,   trade  agency,   professional 
                            association, institution, employee  representative 
                            body or any other body or person whatsoever in any
                            jurisdiction

                            
"UK" or "United Kingdom"    the United Kingdom of  Great Britain and  Northern 
                            Ireland

                            
"UK Listing Authority"      the FSA acting  in its capacity  as the  competent 
                            authority for listing under the Financial Services
                            and Markets Act 2000 (as amended)

                            
"United States of America", the United States of America, its territories  and 
"United States",  "USA"  or possessions, any state  of the  United States  and 
"US"                        the District of Columbia

                            
"US Exchange Act"           the US  Securities Exchange  Act of  1934 and  the 
                            rules and regulations  promulgated thereunder  (as 
                            amended)

                            
"US Securities Act"         the US Securities  Act of 1933  and the rules  and 
                            regulations promulgated thereunder (as amended)

                            
"Wider A.G. Barr Group"     A.G.  Barr   and  its   subsidiaries,   subsidiary 
                            undertakings and associated  undertakings and  any 
                            other body corporate,  partnership, joint  venture 
                            or person in which A.G. Barr and such undertakings
                            (aggregating their  interests)  have a  direct  or 
                            indirect interest of 20 per  cent. or more of  the 
                            voting or equity capital or the equivalent

                            
"Wider Britvic Group"       Britvic   and    its   subsidiaries,    subsidiary 
                            undertakings and associated  undertakings and  any 
                            other body corporate,  partnership, joint  venture 
                            or person in which  Britvic and such  undertakings 
                            (aggregating their  interests)  have a  direct  or 
                            indirect interest of 20 per  cent. or more of  the 
                            voting or equity capital or the equivalent

                            



For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and  "associated undertaking"  have the  meanings given  by  the 
Companies Act.



References to an enactment  include references to  that enactment as  amended, 
replaced, consolidated or re-enacted by or under any other enactment before or
after  the  date  of  this  announcement.  All  references  to  time  in  this 
announcement are to London time unless otherwise stated.

                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


MSCUSARRUAAAARA -0- Nov/14/2012 07:01 GMT
 
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