Barr (A.G.) PLC — Capital/Financing Update 2012

Dec 5, 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

This document, which comprises a prospectus relating to the New A.G. Barr Shares prepared in accordance with the Prospectus Rules of the UK Listing Authority made under Section 73A of FSMA, has been approved by the Financial Services Authority in accordance with Section 85 of FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

A.G. Barr Shares are currently listed on the premium listing segment of the Official List maintained by the FSA and traded on the London Stock Exchange's main market for listed securities. Applications will be made to the UK Listing Authority and to the London Stock Exchange for the New A.G. Barr Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will become effective, and that dealings on the London Stock Exchange in the New A.G. Barr Shares will commence, on or shortly after the Effective Date which, subject to the satisfaction of certain conditions, including the sanction of the Scheme by the Court, is expected to occur on 30 January 2013.

A.G. BARR p.l.c.

(proposed to be renamed as Barr Britvic Soft Drinks plc) (incorporated and registered in Scotland with registered number SC005653)

Proposed issue of up to 202,000,000 new ordinary shares in A.G. BARR p.l.c. in connection with its proposed merger with Britvic plc and application for admission of up to 202,000,000 new ordinary shares in A.G. BARR p.l.c. to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange

You should read the whole of this document and any documents incorporated herein by reference. In particular, your attention is drawn to the section of this document headed "Risk Factors".

Nothing in this Prospectus or anything communicated to the holders or potential holders of A.G. Barr Shares by or on behalf of A.G. Barr is intended to constitute, or should be construed as, advice on the merits of the subscription for or purchase of A.G. Barr Shares or the exercise of any rights attached thereto for the purposes of the Financial Services and Markets Act 2000.

Investors should only rely on the information contained in this document and any documents incorporated herein by reference. No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised. A.G. Barr will comply with its obligations to publish a supplementary prospectus containing further updated information required by law or by any regulatory authority, but assumes no further obligation to publish additional information.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor to A.G. Barr and for no one else in connection with the Merger and Admission. Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild by FSMA or the regulatory regime established thereunder, Rothschild will not be responsible to any person other than A.G. Barr for providing the protections afforded to its clients or for giving advice in relation to the Merger or Admission, the contents of this document or any transaction or other matter referred to in this document.

The New A.G. Barr Shares 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. Accordingly, the New A.G. Barr Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from the United States absent registration under the US Securities Act or an exemption therefrom. The New A.G. Barr Shares to be issued to existing Britvic Shareholders pursuant to the Scheme are expected to be issued in reliance upon an exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereof. Britvic Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of A.G. Barr or Britvic prior to, or of the Combined Entity after, the Effective Date will be subject to certain US transfer restrictions relating to the New A.G. Barr Shares received pursuant to the Scheme.

None of the securities referred to in this Prospectus have been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The contents of this document and the information incorporated herein by reference should not be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for advice.

The section headed "Important Information" contains important information which you should read.

Dated: 5 December 2012

TABLE OF CONTENTS

	Page
SUMMARY	1
RISK FACTORS	12
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	25
INDICATIVE MERGER STATISTICS	26
IMPORTANT INFORMATION	27
INFORMATION INCORPORATED BY REFERENCE	32
DIRECTORS, PROPOSED DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	34
PART I: INFORMATION ON THE MERGER	35
PART II: INFORMATION ON THE A.G. BARR GROUP	47
PART III: INFORMATION ON THE BRITVIC GROUP	55
PART IV: DIRECTORS, PROPOSED DIRECTORS, SENIOR MANAGERS AND CORPORATE GOVERNANCE	66
PART V: ACCOUNTANT'S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF A.G. BARR	71
PART VI: INTERIM UNAUDITED FINANCIAL STATEMENT OF A.G. BARR FOR THE SIX MONTH PERIOD ENDED 28 JULY 2012	109
PART VII: A.G. BARR OPERATING AND FINANCIAL REVIEW	120
PART VIII: BRITVIC HISTORICAL FINANCIAL INFORMATION	136
PART IX: BRITVIC OPERATING AND FINANCIAL REVIEW	138
PART X: UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE COMBINED GROUP	144
PART XI: TAXATION	148
PART XII: ADDITIONAL INFORMATION	151
DEFINITIONS	193

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SUMMARY

Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of issuer and its securities. Because some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted into this summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in this summary with the mention of 'not applicable'.

		Section A – Introduction and Warnings
Element	Disclosure Requirement	Disclosure
A.1	Warning	This summary should be read as an introduction to this document. Any decision to invest in A.G. Barr Shares should be based on a consideration of this document as a whole by the investor. Where a claim relating to the information contained in this document is brought before a court in a member state of the EEA, the plaintiff investor might, under the national legislation of the member state where the claim is brought, have to bear the costs of translating this document before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary, including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with other parts of this document or if it does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in A.G. Barr Shares.
A.2	Subsequent resale of securities or final placement of securities through financial intermediaries	Not applicable. A.G. Barr is not engaging any financial intermediaries for any resale of securities or final placement of securities after publication of this document.
		Section B – Issuer
Element	Disclosure Requirement	Disclosure
B.1	Legal and commercial name	A.G. BARR p.l.c.
B.2	Domicile and legal form	A.G. Barr is a public company limited by shares incorporated and domiciled in Scotland and operates under the Companies Act and regulations made under that Act.
B.3	Current operations and principal activities	A.G. Barr is one of the leading soft drinks businesses in the UK, producing, marketing and selling soft drinks 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 a 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 personnel and operates from its head office in Cumbernauld, regional offices in Middlebrook and Wembley, sales branches in Newcastle, Moston, Sheffield, Wednesbury and Walthamstow, and factories in Cumbernauld, Forfar, Pitcox and Tredegar.

B.4a	Significant recent trends	A.G. Barr
		On 24 September 2012 Barr published its unaudited interim results for the period ended 28 July 2012. The following text has been extracted from that statement without material adjustment.
		Despite strong sales growth in the period, operating margins were impacted by the combined effects of increased raw material costs, particularly sugar, and adverse product, channel and pack mix. The latter was driven largely by the changes in consumer purchasing behaviour due to the poor weather, as consumers shifted purchasing away from impulse outlets towards the more promotionally driven take home channel. During the period, we maintained our strategy of developing our brands for the long term and invested in a range of successful brand equity enhancing initiatives. However, the short term effect was that operating margins dropped by 151 basis points.
		Competition in the soft drinks market has been intense in the 6 month period, influenced in part by major national events such as the 2012 Olympic Games and the Queen's Diamond Jubilee celebrations. However it is the drive to increase volume through promotion by some of our industry competitors which has had the greatest impact on the market. Many major brands have increased the volume of sales promoted through 'buy one get one free' and less than half price activity. We have responded in a measured way by selectively increasing our promotional activity to compete for consumers, being very aware of the importance of achieving a sensible balance between good everyday pricing of quality products and maintaining brand equity.
		IRN-BRU advertising has achieved its strongest ever consumer awareness and the brand has also achieved its highest ever impact and consumer enjoyments scores. However sales were slightly down in the reporting period, which reflected elements of promotional phasing. The IRN-BRU 'gets you through' campaign has delivered high levels of "cut through" with target consumers and provides a good platform to develop the brand in both the second half and into the next year. The IRN-BRU activity plan for the balance of the year kicked off in August with an exciting value added consumer promotion - a trip to BRU-ISLAND - which will help drive IRN-BRU sales growth and consumer fundamentals across the balance of the financial year.
		The Rubicon brand continued to make excellent progress, growing volume by over 6% in a fruit drinks market which, largely impacted by the weather, was 5% behind the similar period in the prior year.
		Across the market, the range of exotic fruit based products available has grown significantly and a number of new competing products have been launched. We have underpinned our position in the increasingly important exotic sub sector by supporting our growth ambitions through greater brand investment, with our first ever national TV campaign for Rubicon, and further brand development such as the launch of Rubicon ice cream. Rubicon and our wider exotics portfolio, including KA, continue to provide strong potential for future growth.
		The Barr range of flavoured carbonates has once more delivered strong volume and revenue growth of 10%, reflecting both brand distribution improvements and the continued success of the value for money proposition that it offers. The strong underlying growth momentum and increasing awareness of the brand, with the addition of further innovation and the significant geographic distribution potential, gives us confidence in the long term prospects for the Barr range.
		Across the second half we will continue to invest in the development of the long term potential of all of our core brands.

		Britvic
		On 27 November 2012, Britvic published its unaudited Preliminary Results for the 52 weeks ended 30 September 2012. The following text has been extracted from the Preliminary Results without material adjustment.
		2012 was a challenging year for Britvic. We achieved some notable successes; in the UK we increased our share of the soft drinks market, with Pepsi performing particularly well, in France our syrups business took share, and we significantly increased Fruit Shoot's presence in the US. However, the recall of Fruit Shoot in July in GB, France and some European export markets, impacted significantly on our overall group performance.
		Economic conditions in our core markets of Great Britain, France and Ireland remained difficult throughout 2012 as consumers were faced with austerity measures, rising domestic bills and a fragile economic environment, all of which adversely impacted their disposable income.
		In this context, soft drinks continued to be resilient, but they were not immune to these challenges. As a result, the GB take-home market, as measured by Nielsen, saw volume growth of just 0.3%, below the historical 2-3% growth rate that we have seen over the last 20 years. The recent trend of carbonates growing ahead of stills continued.
		In France the take-home market also saw volume growth limited to 1.8%, whilst in Ireland the continued economic pressures resulted in take-home market volumes declining by 2.2%.
		In GB and Ireland the pubs and clubs sector and the stills category remained under pressure, areas where Britvic has a leading presence.
		Against this economic backdrop, GB in particular, enjoyed a summer of celebration, with the Diamond Jubilee, Olympics and Paralympics. Any hopes of the weather providing a backdrop of warm, sunny days to these celebrations were soon dashed with some of the coldest, wettest summer weather ever recorded.
		Overall, our business performed well across the first half of the year with some tangible successes. In July however we identified an issue with Fruit Shoot's newly launched sports cap, which fundamentally changed the performance of the business. As consumer safety is paramount to Britvic, we took the decision to recall the Fruit Shoot and Hydro brands from GB, France and European export markets. The financial impact of the recall is expected to be between £15m and £25m.
		This led us to re-set our financial expectations for the full year and also to review our near term business priorities, as follows:
		1. Re-establish Fruit Shoot in the market as soon as possible
		2. Build and realise the value of our emerging US Fruit Shoot business
		3. Strong emphasis on cash generation
		4. Maintain rigorous cost management
		5. Drive improved performance from the strong brands across the group
B.5	Group description	As at the date of this document, A.G. Barr is the ultimate parent company of the A.G. Barr Group and the significant subsidiary undertakings of A.G. Barr comprise Barr Leasing Limited, Findlay's Limited and Rubicon Drinks Limited. If the Merger becomes Effective, A.G. Barr will acquire the Britvic Group and A.G. Barr will be the ultimate parent company of the Combined Group.

B.6	Major shareholders	A.G. Barr:				As at 3 December 2012, A.G. Barr was aware of the following interests in three per cent. or more of the issued share capital and voting rights of
		Shareholder			No. of A.G. Barr Shares	Percentage of issued share capital
		Caledonia Investments plc W. Robin G. Barr Lindsell Train Ltd	Standard Life Investments Limited Finsbury Growth & Income Trust plc		9,469,196 9,457,500 7,516,326 5,130,267 4,340,802	8.11% 8.10% 6.44% 4.39% 3.72%
		A.G. Barr. Shareholder.	There are no	different voting	rights for	As at the date of this Prospectus, the Directors are not aware of any person or persons who could, directly or indirectly, own or exercise control over any A.G. Barr
B.7	Key financial information	A.G. Barr
		Selected historical financial information relating to A.G. Barr which summarises the financial condition of A.G. Barr for the three financial years ended 28 January 2012 and for the six months ended 30 July 2011 and 28 July 2012 is set out in the following table:
	Statement of financial position
		Audited financial results for the year ended 30 January 2010 (£000)	Audited financial results for the year ended 29 January 2011 (£000)	Audited financial results for the year ended 28 January 2012 (£000)	Unaudited financial results for the six months ended 30 July 2011 (£000)	Unaudited financial results for the six months ended 28 July 2012 (£000)
	Total non-current assets	132,345	135,602	129,486	130,249	128,672
	Total current assets	59,524	66,572	66,764	75,446	74,481
	Total assets	191,869	202,174	196,250	205,695	203,153
	Total liabilities	91,360	85,467	69,230	87,082	78,136
	Total net assets	100,509	116,707	127,020	118,613	125,017

Consolidated income statement

	Audited financial results for the year ended 30 January 2010 (£000)	Audited financial results for the year ended 29 January 2011 (£000)	Audited financial results for the year ended 28 January 2012 (£000)	Unaudited financial results for the six months ended 30 July 2011 (£000)	Unaudited financial results for the six months ended 28 July 2012 (£000)
Revenue	190,043	209,320	222,896	117,073	121,616
Cost of sales	(98,153)	(107,656)	(117,142)	(61,647)	(65,829)
Gross profit	91,890	101,664	105,754	55,426	55,787
Operating expenses	(62,130)	(68,970)	(72,393)	(38,721)	(40,221)
Operating profit before exceptional items	29,760	32,694	33,361	16,705	15,566
Exceptional items	(3,432)	(1,156)	1,864	97	—
Finance income	117	321	936	42	16
Finance costs	(1,995)	(1,423)	(744)	(551)	(688)
Profit before tax	24,450	30,436	35,417	16,293	14,894
Tax on profit	(6,502)	(7,851)	(7,271)	(3,780)	(3,247)
Profit attributable to equity holders	17,948	22,585	28,146	12,513	11,647
Basic earnings per share (p)	15.61	19.61	24.48	10.87	10.14
Diluted earnings per share (p)	15.50	19.50	24.34	10.81	10.11

There has been no significant change in the financial or trading position of the A.G. Barr Group subsequent to 28 July 2012 (being the end of the last financial period of A.G. Barr for which historical financial information is contained in this document).

Britvic

Selected historical financial information relating to Britvic which summarises the financial condition of Britvic for the four financial years ended 27 September 2009, 3 October 2010, 2 October 2011 and 30 September 2012 is set out in the following table.

The initial fair value/acquisition accounting for Britvic France was determined provisionally in the financial statements for the 53 weeks ended 3 October 2010. The fair value adjustments were finalised for the purposes of the financial statements for the 52 weeks ended 2 October 2011 in accordance with IFRS 3R. This resulted in an increase to the value of goodwill by £10 million. The comparatives for the 53 weeks ended 3 October 2010 have been adjusted to reflect the updated fair values accordingly.

Statement of financial position

	Audited financial results for the year ended 27 September 2009 £m	Restated* Audited financial results for the year ended 3 October 2010 £m	Audited financial results for the year ended 2 October 2011 £m	Unaudited financial results for the year ended 30 September 2012 £m
Total non-current assets	576.1	680.1	680.3	645.0
Total current assets	272.3	366.6	384.4	380.8
Non-current assets held for sale	5.1	–	0.7	–
Total assets	853.5	1046.7	1065.4	1025.8
Total liabilities	(856.0)	(1077.4)	(1042.9)	(988.7)
Net assets / (liabilities)	(2.5)	(30.7)	22.5	37.1

		Audited financial results for the year ended 27 September 2009 £m	Restated* Audited financial results for the year ended 3 October 2010 £m	Audited financial results for the year ended 2 October 2011 £m	Unaudited financial results for the year ended 30 September 2012 £m
	Revenue	978.8	1,138.6	1,290.40	1,256.4
	Cost of sales	(450.9)	(509.2)	(627.3)	(624.6)
	Gross profit	527.9	629.4	663.1	631.8
	Operating expenses	(417.8)	(494.8)	(528.1)	(519.1)
	Operating profit/ (loss) before exceptional items	110.1	134.6	135.0	112.7
	Exceptional items	(20.3)	(137.1)	(23.1)	(4.8)
	Finance costs	(23.6)	(26.3)	(32.0)	(30.4)
	Profit before tax	66.2	(28.8)	79.9	77.5
	Tax	(19.4)	(19.4)	(21.5)	(20.1)
	Profit / (loss) for the period attributable to the equity shareholders Earnings per share	46.8	(48.2)	58.4	57.4
	Basic earnings per share	21.8p	(21.4p)	24.3p	23.8p
	Diluted earnings per share	21.2p	(21.4p)	23.0p	22.4p
	Adjusted basic earnings per share**	33.9p	36.5p	33.7p	27.2p
	Adjusted diluted earnings per share**	33.0p	35.5p	32.9p	26.5p
		There has been no significant change in the financial or trading position of Britvic subsequent to 30 September 2012 (being the end of the last financial period of Britvic for which historical financial information is contained in this document).
B.8	Key pro forma financial information	Selected pro forma financial information which illustrates the effect on the net assets of A.G. Barr of the Merger as if the Merger had occurred on 28 July 2012 is set out in the following table. The unaudited pro forma information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and therefore does not reflect A.G. Barr's, Britvic's or the Combined Group's actual financial position or results.

		Britvic as at 30 September 2012 (unaudited) (£m)	A.G. Barr as at 28 July 2012 (unaudited) (£m)	Adjustments (unaudited) (£m)	Pro forma as at 28 July 2012 (unaudited) (£m)
	Total non-current assets	645.0	128.7	444.3	1,218.0
	Total current assets	380.8	74.5	–	455.3
	Total assets	1,025.8	203.2	444.3	1,673.3
	Total liabilities	(988.7)	(78.1)	(22.1)	(1,088.9)
	Total net (liabilities)/assets	37.1	125.0	422.2	584.3
B.9 B.10	Profit forecast Description of the nature of any qualifications in the audit report on the historical financial information	Neither A.G. Barr nor Britvic has made a profit forecast or estimate. Not applicable. The audit reports on the historical financial information contained in, or incorporated by reference into, this document are not qualified.
B.11	Working capital	Not applicable. A.G. Barr is of the opinion that, taking into account existing available facilities and existing cash resources, the working capital available to the Combined Group is sufficient for its present requirements, that is for at least the next 12 months from the date of this document.

		Section C – Securities
Element	Disclosure Requirement	Disclosure
C.1	Type and class of securities	A.G. Barr will issue up to 202,000,000 ordinary shares of 41⁄6 pence each in the capital of A.G. Barr pursuant to the Merger. The ISIN of the New A.G. Barr Shares is GB00B6XZKY75 and the SEDOL is B6XZKY7.
C.2	Currency	Sterling
C.3	Number of securities in issue	As at 3 December 2012, the issued share capital of A.G. Barr comprised 116,768,778 fully paid ordinary shares of 41⁄6 pence each.
C.4	Description of the rights attaching to the securities	The New A.G. Barr Shares will be issued credited as fully paid and will rank pari passu in all respects with the A.G. Barr Shares in issue at the time the New A.G. Barr Shares are delivered pursuant to the Merger, including in relation to any dividends or other distributions with a record date falling after the Effective Date. Subject to any special rights, restrictions or prohibitions as regards voting for the time being attached to any A.G. Barr Shares, A.G. Barr Shareholders shall have the right to receive notice of and to attend and vote at general meetings of A.G. Barr. Subject to the provisions of the Companies Act, A.G. Barr may from time to time declare dividends and make other distributions on the A.G. Barr Shares. A.G. Barr Shareholders are entitled to participate in the assets of A.G. Barr attributable to their shares in a winding-up of A.G. Barr or other return of capital.
C.5	Restrictions on the free transferability of the securities	There are no restrictions on the free transferability of the A.G. Barr Shares.
C.6	Admission	Applications will be made to the UK Listing Authority and to the London Stock Exchange for the New A.G. Barr Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will become effective, and that dealings on the London Stock Exchange in the New A.G. Barr Shares will commence, on or shortly after the Effective Date which, subject to the satisfaction of certain conditions, including the sanction of the Scheme by the Court, is expected to occur on 30 January 2013.

C.7	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.

		Section D – Risks
Element	Disclosure Requirement	Disclosure
D.1	Key information on the risks specific to the issuer or its industry	Key information on the key risks specific to A.G. Barr, Britvic and their industry are: • A significant proportion of the A.G. Barr Group's and the Britvic Group's revenues are generated through products sold under their core brands, including IRN-BRU, Pepsi, Robinsons, J2O, 7UP and Tango. If sales of some or all of these brands were to materially decline, or if the Combined Group were to lose the licence to distribute any of their non-proprietary core brands (for example Pepsi), then the Combined Group's revenues would be impacted.
		• Britvic relies and, following the Merger becoming Effective, the Combined Group will rely, on the Exclusive Bottling Appointments it has in place with the Pepsi Group to manufacture and distribute certain Pepsi Group brands, including Pepsi and 7UP. Just under half of Britvic's net revenue was generated through the sales of Pepsi Group products in Britvic's financial year ended 30 September 2012. The Exclusive Bottling Appointments for Ireland and Great Britain are due to expire on 31 December 2015 (in relation to Ireland) and 31 December 2023 with an automatic extension for additional terms of five years each unless two years' notice of termination has been given by either party (in relation to Great Britain). If the Exclusive Bottling Appointments are not extended beyond these dates or are varied or terminated by the Pepsi Group prior to those dates, there could be a material adverse affect on the Combined Group's results of operations or financial condition.
		• Each of the A.G. Barr Group and the Britvic Group operate defined benefit pension schemes which have a funding deficit. The nature of the pension arrangements means that A.G. Barr, Britvic and, following the Merger becoming Effective, the Combined Group will be exposed to volatile cash, balance sheet and profit and loss impacts. In particular, the funding level of the pension schemes is subject to a wide range of factors outside the control of A.G. Barr, Britvic and the Combined Group including investment returns, discount rates, life expectancy and further employer cash contribution obligations which are, to a degree, subject to the relevant pension scheme trustees' discretion in respect of any request for further funding.

		• The performance of each of the A.G. Barr Group and the Britvic Group depends, to a certain extent, on factors outside their respective control which can impact consumer and customer spending including financial and economic conditions, unemployment rates, consumer and business confidence, the availability and cost of credit, interest rates, taxation, energy and utility prices, changes in consumer preferences or perception, and poor weather. These factors could have an adverse effect on the Combined Group's results of operations, financial condition and/or prospects following the Merger becoming Effective.
		• A.G. Barr and Britvic currently, and following the Merger becoming Effective the Combined Group will, face substantial competition from domestic and international companies, some of which have greater resources and capital than the Combined Group. The sales tactics and activities of competitors may cause a reduction in the Combined Group's sales and margins, and adversely affect its results of operations, financial condition and/or prospects.
		• Any failure of A.G. Barr's or Britvic's control systems in relation to the safety and quality of their products, whether due to accidental or malicious ingredient or raw material contamination or due to manufacturing or design faults or otherwise, could have severe consequences including adverse effects on consumer health, loss of market share, financial costs and loss of turnover. In the event of a product recall, any subsequent product relaunch may not successfully return the relevant brand to its previous market position.
		• A.G. Barr and Britvic currently, and following the Merger becoming Effective, the Combined Group will, distribute their products through the wholesale, cash and carry and retail channels. Many of these channels are already relatively consolidated, with only a few major players who wield a high level of negotiating power relative to their suppliers. Any further consolidation in these channels could further weaken the negotiating position of the Combined Group, which could have an adverse effect on the Combined Group's sales and margins. Any significant deterioration in A.G. Barr's, Britvic's or, following the Merger becoming Effective, the Combined Group's relationship with its key customers could have a material adverse effect on the Combined Group's business, results of operations, financial condition and/or prospects.
		• The operations of A.G. Barr, Britvic and, following the Merger becoming Effective, the Combined Group are affected by the prices, availability and terms of supply of utilities, packaging, ingredients and other raw materials from around the world. Rises in the costs of utilities, packaging, ingredients and other raw materials could have a material impact on the Combined Group's results of operations, financial condition and/or prospects. Any prolonged rises in those costs may cause an increase in the price of a particular product or products and may cause a material change in the demand for certain of the Combined Group's products.
D.3	Key information on the	Key information on the key risks specific to the A.G. Barr Shares are:
	key risks specific to the securities	• potential share price volatility;
		• potential lack of market liquidity;
		• substantial future sales of A.G. Barr Shares could impact on the
		market price of the shares; and

		Section E – Offer
Element	Disclosure Requirement	Disclosure
E.1	Net proceeds and costs of the issue	The aggregate costs and expenses to be incurred by A.G. Barr in connection with the Merger are estimated to be approximately £8.12 million (net of VAT).
E.2a	Reason for the offer and use of proceeds	Not applicable. This document and the Merger does not constitute an offer or invitation to any person to subscribe for or purchase any shares in A.G. Barr or Britvic. A.G. Barr and Britvic will not receive any proceeds as a result of the proposals.
		It is intended 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.
		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.
E.3	Terms and conditions of the offer	Not applicable. This document and the Merger does not constitute an offer or invitation to any person to subscribe for or purchase any shares in A.G. Barr or Britvic. A.G. Barr and Britvic will not receive any proceeds as a result of the proposals.
		As announced on 14 November 2012, the A.G. Barr Directors and the Britvic Directors have agreed the terms of a recommended all-share merger of A.G. Barr and Britvic. The terms of the Merger will provide Britvic Shareholders with 0.816 New A.G. Barr Shares for each Britvic Share held.
		The Merger is subject to the Conditions and certain further terms which are summarised below, 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 the requisite majority of Britvic Shareholders at the Britvic Court Meeting;
		(b) the Special Resolution necessary to implement the Scheme and to approve the 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 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) antitrust approval in the UK being obtained;
		(f) the Merger Resolution to be proposed at the A.G. Barr General Meeting being passed by the requisite majority of A.G. Barr Shareholders; 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 listing 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.
E.4	Material interests	Not applicable. No interest is material to the issue.
E.5	Name of person selling securities	Not applicable. No person or entity is offering to sell the security as part of the issue.
E.6	Dilution	Subject to the Merger becoming Effective, up to 202,000,000 New A.G. Barr Shares will be issued. This will result in A.G. Barr's issued share capital increasing by approximately 173 per cent. If the Merger becomes Effective, A.G. Barr Shareholders will suffer an immediate dilution as a result of the Merger following which they will hold approximately 37 per cent. of the Combined Entity Ordinary Share Capital.
E.7	Expenses charged to the investor	Not applicable. No expenses charged to the investor by A.G. Barr.

RISK FACTORS

Any investment in A.G. Barr and New A.G. Barr Shares is subject to a number of risks. Accordingly, investors and prospective investors should consider carefully the risks and uncertainties described below and all of the other information set out in this document and incorporated by reference before making an investment decision. A.G. Barr's and, if the Merger becomes Effective, the Combined Group's business, results of operations, financial condition and/or prospects could be materially and adversely affected by any of these risks. The market price of A.G. Barr Shares may decline due to any of these risks or other factors, and investors may lose all or part of their investment.

The risks described below are not the only ones which A.G. Barr faces. The risks described below are those that A.G. Barr currently believes may materially affect it and/or which will, following the Effective Date, affect the Combined Group, the Merger and A.G. Barr Shares. These risks should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. Additional risks and uncertainties that are not currently known to A.G. Barr, or those that it currently deems to be immaterial, may become material and adversely affect the A.G. Barr Group's and, if the Merger becomes Effective, the Combined Group's business, results of operations, financial condition, prospects and/or the value of A.G. Barr Shares. This document also contains estimates and projections that involve risks and uncertainties. A.G. Barr's results may differ significantly from those previously projected as a result of certain factors, including the risks which it faces, as described below and in other sections of this document.

The information given is as of the date of this document and, except as required by the FSA, the London Stock Exchange, the Panel, the Listing Rules, the Prospectus Rules, the Disclosure and Transparency Rules, the City Code or any other applicable law, will not be updated. Any forward-looking statements are made subject to the reservations specified under "Forward-looking statements" in the section headed "Important Information".

RISKS RELATING TO THE A.G. BARR GROUP, THE BRITVIC GROUP AND THE COMBINED GROUP

Conditions in the UK and global economies may adversely affect the A.G. Barr Group's, the Britvic Group's and, following the Merger becoming Effective, the Combined Group's business and operating results

The A.G. Barr Group and the Britvic Group operate principally in the UK but also generate revenue from sales in Europe and a small number of other countries. The markets in which both the A.G. Barr Group and the Britvic Group operate remain uncertain. The UK and global economies have recently been experiencing a period of turbulence and uncertainty. Both the A.G. Barr Group's and the Britvic Group's performance depends, to a certain extent, on a number of factors outside their respective control which can impact consumer and customer spending, including, political, financial and economic conditions. Factors which impact on disposable consumer income and terms of trade include, amongst other things, gross domestic product growth, unemployment rates, consumer and business confidence, social and industrial unrest, the availability and cost of credit, interest rates, taxation, regulatory changes and oil and utility prices. The underlying economic environment and personal taxation changes have, amongst other factors, led to reduced consumer confidence. These factors could have an adverse effect on the Combined Group's results of operations, financial condition and/or prospects following the Merger becoming Effective.

The A.G. Barr Group and the Britvic Group are, and following the Merger becoming Effective, the Combined Group will be, reliant on key brands and successful brand management

A significant proportion of the A.G. Barr Group's revenues are generated through products sold under brands including IRN-BRU, IRN-BRU Sugar Free, Barr's Originals, Rubicon, Rubicon Light, Sun Exotic, Strathmore, Findlays, Rockstar, St Clement's, Orangina, Orangina Light, Tizer, D'N'B, KA and the Simply range among others, and the Britvic Group's products are sold under brands including Pepsi, Robinsons, Fruit Shoot, J2O, 7UP, Tango, R Whites, juicy drench, drench, Britvic, Mountain Dew, Gatorade, SoBe, MiWadi, Club, Ballygowan, Cidona, Teisseire, Moulin de Valdonne, Pressade and Fruité among others. If sales of some or all of these brands were to decline, whether as a result of consumer and/or customer preferences, adverse publicity, supply or production disruption or disadvantageous brand positioning and/or pricing, the Combined Group's revenues would be impacted. Both the A.G. Barr Group and the Britvic Group have a strong track record of successful brand management, having both invested in marketing and new product launches, but there is no guarantee that, following the Merger becoming Effective, the Combined Group's marketing and new product investment in future will yield the same or similar revenue growth.

Changes in the cost, availability or terms of supply of packaging, ingredients and raw materials affect the A.G. Barr Group's, the Britvic Group's and, following the Merger becoming Effective, will affect the Combined Group's operations

Both the A.G. Barr Group's and the Britvic Group's operations are affected by the prices, availability and terms of supply of packaging, ingredients and raw materials from around the world. Operations may be interrupted or otherwise adversely affected by: delays or interruptions in the supply of utilities or materials from third-party suppliers; any change in the terms on which such supplies or materials are available; or the termination of any supplier arrangement where an alternative source of supply is not readily available on substantially similar terms. The Combined Group's operations will also be affected by the prices of packaging (including, in particular, PET, glass bottles, cans and TetraPak), utilities (including water) and raw materials. Key raw materials including sugar, flavourings and sweeteners, fruit juice and fruit pulp and carbon dioxide may only be available from a limited number of suppliers, which could, following the Merger becoming Effective, expose the Combined Group to price, quality and supply fluctuations, including those occurring because of the impact of disease or climate on harvests. Rises in the costs of packaging, ingredients and raw materials could have a material impact on the Combined Group's results of operations, financial condition and/or prospects. Prolonged rises in the costs of packaging, ingredients and raw materials may cause an increase in the price of a particular product or products and, as a result, may cause a material change in the demand for certain of the Combined Group's products.

Any failure or unavailability of the A.G. Barr Group's, the Britvic Group's and, following the Merger becoming Effective, the Combined Group's operational infrastructure could lead to increased costs of production and distribution and could have a material adverse effect on the turnover and profits of the Combined Group

The A.G. Barr Group's, the Britvic Group's and, following the Merger becoming Effective, the Combined Group's ability to procure, manufacture and distribute soft drinks to its customers is reliant on its operational infrastructure, particularly the efficient functioning of its factories and, in the case of the Britvic Group, its National Distribution Centre (the "NDC"). Failures or unavailability of such infrastructure (caused, for example, by a fire or industrial action at the NDC or at one of the Combined Group's factories or warehouses) could result in the Combined Group having to implement its disaster recovery procedures. Although the A.G. Barr Group and the Britvic Group have established disaster recovery procedures and back-up arrangements, any failure or delay in the implementation of such procedures or arrangements could adversely affect the Combined Group's operational capabilities and could have a material adverse effect on the turnover and profits of the Combined Group. Furthermore, such procedures and arrangements include outsourcing the manufacture and/or distribution of soft drinks to third parties and their implementation therefore requires the A.G. Barr Group and the Britvic Group to place greater reliance on the performance of third parties and could potentially involve significant additional costs which would materially adversely affect the Combined Group's profits. Following the Merger becoming Effective, the Combined Group will be reliant on the services of third party hauliers for the distribution of a substantial proportion of its products and any interruption in their services could affect the Combined Group's ability to supply its products and consequently could materially adversely affect the Combined Group's results of operations.

Substantially all of the A.G. Barr Group's, the Britvic Group's and, following the Merger becoming Effective, the Combined Group's sales are generated from sales in the UK, Ireland and France

Together, the majority of the A.G. Barr Group's sales in the financial year ended 28 January 2012 and the Britvic Group's sales in the financial year ended 30 September 2012 were generated in the UK, Ireland and France. Demand for products in the UK, Ireland and France is influenced by a number of factors, including the strength of those economies, the weather, the level of consumer spending, competitive challenges and regulatory changes. Any negative change in economic conditions, weather patterns, the level of consumer spending, competitive challenges or regulatory changes in the UK, Ireland and/or France may, following the Merger becoming Effective, result in a lower growth rate and lower sales by the Combined Group in the UK, Ireland and/or France, which may result in a material adverse effect on the Combined Group's results of operations, financial condition and/or prospects.

Increases in energy costs could have a material adverse effect on the A.G. Barr Group, the Britvic Group and, following the Merger becoming Effective, the Combined Group

Energy costs are a significant cost to both the A.G. Barr Group and the Britvic Group and, following the Merger becoming Effective, the Combined Group will be exposed to fluctuations in energy price. Both the A.G. Barr Group and the Britvic Group have taken steps recently to improve their energy efficiency by, for example, reducing their ongoing energy-usage by replacing factory boilers and motors with the latest energy efficient technology (in the case of Britvic) and investment in latest technology bottle blowers and compressors (in the case of A.G. Barr). In addition, Britvic has entered into contracts with energy suppliers in the UK, France and Ireland which allows it to partially manage risk through pre-agreed prices and any price increases relative to the market price in order to manage volatility. However, any significant increases in electricity or other energy prices could have a material adverse effect on the Combined Group's business, results of operations, financial condition and prospects following the Merger becoming Effective.

Changes in legislation and applicable regulations may have an adverse impact on the business of the A.G. Barr Group, the Britvic Group and, following the Merger becoming Effective, the Combined Group

The A.G. Barr Group and the Britvic Group are subject to various laws, regulations and standards in each of the jurisdictions where they operate relating to the health and safety of employees, protection of the public, pollution, protection of the environment and the storage and handling of hazardous substances and waste materials. These laws, regulations and standards, amongst other things, impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes and require clean up of contaminated sites. There can be no assurance that future laws, regulations and/or standards will not have a material adverse effect on the Combined Group following the Merger becoming Effective. In particular, changes: (a) to health and food safety regulations could increase costs and may also have a material adverse effect on sales if, as a result, the public attitude towards products which the Combined Group produces is affected; (b) to health and safety legislation could increase costs (including costs in relation to complying with such legislation) and it may not always be possible for the Combined Group to pass such costs onto its customers; and (c) in laws and regulations relating to manufacturing and bottling requirements, packaging and labelling requirements, licensing requirements, ingredients, advertising restrictions (in particular, restrictions on advertising to children) and standards, sale or consumption of soft drinks and deposits on, and recycling of, beverage containers could adversely affect the business of the Combined Group if implemented in the major markets in which the Combined Group will operate following the Merger becoming Effective.

Violations of applicable laws could have an adverse impact on the operations of the A.G. Barr Group, the Britvic Group and, following the Merger becoming Effective, the Combined Group

It is the policy of each of the A.G. Barr Group and the Britvic Group to comply with relevant laws, regulations and standards. Violations of applicable laws, regulations and standards, in particular, provisions of environmental and health and safety laws, could, following the Merger becoming Effective, result in restrictions on the operations of the Combined Group's facilities, damages, fines or other sanctions, increased costs of compliance as well as reputational damage which may have a material adverse effect on the Combined Group's results of operations, financial condition and prospects.

The A.G. Barr Group and the Britvic Group each operate, and the Combined Group will operate, in various international markets which may have inherent risks relating to enforcement of obligations, cultural differences, and possibly also security, fraud, bribery and corruption

Although the A.G. Barr Group and the Britvic Group operate principally in the UK and Europe they sell products and purchase ingredients and raw materials in a number of other countries such as Brazil, China, Israel, Peru, Russia and the United States. Operating in international markets brings with it inherent risks associated with enforcement of obligations, cultural differences, and possibly also security of staff or property, fraud, bribery and corruption, which may have an adverse effect on the Combined Group's business, results of operations, financial condition and/or prospects following the Merger becoming Effective.

The Bribery Act 2010 (the "Bribery Act") came into force on 1 July 2011. The Bribery Act not only applies to offences committed in the UK but also applies to offences committed elsewhere by persons with a close connection with the UK. As A.G. Barr and Britvic are incorporated in Scotland and England respectively and have trading operations in the UK they fall within the territorial application of the Bribery Act. The Bribery Act creates new general offences covering the bribing of another person and receiving bribes and a specific offence of the bribing of foreign public officials. A commercial organisation falling within the application of the Bribery Act may also be guilty of an offence if a person associated with it (which includes not only employees, but agents and external third parties) bribes another person intending to obtain or retain business and the organisation cannot show it had adequate procedures in place to prevent bribes being paid. A company convicted of failing to prevent bribery could receive an unlimited fine. Although each of the A.G. Barr Group and the Britvic Group has what each respectively believes to be adequate procedures in place to prevent bribes being paid, there is a risk that, following the Merger becoming Effective, the Combined Group may be prosecuted if a person associated with it bribes another person in breach of the Bribery Act.

The success of the A.G. Barr Group and the Britvic Group depends and, following the Merger becoming Effective, the success of the Combined Group will depend, upon its ability to recruit and retain senior management and other key employees

The success of the A.G. Barr Group and the Britvic Group depends and, following the Merger becoming Effective, the success of the Combined Group will depend, on the efforts, abilities, experience and expertise of the respective senior management teams, and on recruiting, retaining, motivating, effectively communicating with and developing highly skilled and competent people at all levels of their organisations. This includes retaining key A.G. Barr Group and the Britvic Group senior management following the Merger becoming Effective. There can be strong competition for personnel from other companies and organisations and there may, at any time, be shortages in, and the availability of, appropriately skilled people at all levels within the A.G. Barr Group, the Britvic Group and the Combined Group. While the A.G. Barr Group and the Britvic Group have employment or service contracts with their key executives and other personnel, and have in place a long-term incentive plan and share schemes which provide for share grants or awards to incentivise key executives and other personnel, they cannot guarantee the retention of such key executives and personnel. The success of the Combined Group will, amongst other things, also depend upon the successful retention and integration of the A.G. Barr Group's and the Britvic Group's senior management following the Merger becoming Effective. There is a risk that key members of the senior management team of the A.G. Barr Group and the Britvic Group may decide to leave following the Merger, which could have a material adverse effect on the A.G. Barr Group's, the Britvic Group's and the Combined Group's business, results of operations, financial condition, prospects and/or the value of A.G. Barr Shares.

In addition, while both the A.G. Barr Group and the Britvic Group have in place succession planning measures aimed at ensuring the development of its employees to provide successors, over time, for their respective existing executive directors and senior managers, there can be no assurance that these measures will be successful or that, following the Merger becoming Effective, the Combined Group will be able to attract, develop or retain executives of the right calibre.

Employment disputes could have a material adverse effect on A.G. Barr's, Britvic's and, following the Merger becoming Effective, the Combined Group's business, results of operations, financial condition and/ or prospects

Both A.G. Barr and Britvic believe that they have, in general, good relations with their employees and, where applicable, the trade unions that represent those employees. There can, however, be no assurance that, following the Merger becoming Effective, the Combined Group's operations will not be affected by employment disputes or disruptions. There can also be no assurance that work stoppages or other labour-related developments will not adversely affect the financial condition of the Combined Group.

Variations in weather impact sales of the A.G. Barr Group's, the Britvic Group's and, following the Merger becoming Effective, will impact the Combined Group's products

The majority of the A.G. Barr Group's and the Britvic Group's sales are, and following the Merger becoming Effective, the Combined Group's sales will be, generated in the UK, where consumer demand for soft drinks can be influenced by the weather. Annual retail demand for soft drinks is highest during the summer months and higher levels of soft drinks consumption during the summer months have been correlated with good weather. Prolonged unseasonal cold or wet weather can lead to a slowdown in sales and could reduce the Combined Group's turnover and profitability, results of operations, financial condition and/or prospects.

Competitive pressures could have a material adverse effect on the A.G. Barr Group's, the Britvic Group's and, following the Merger becoming Effective, the Combined Group's operations

Each of the A.G. Barr Group and the Britvic Group currently operate and, following the Merger becoming Effective, the Combined Group will operate in a number of competitive markets in which large well-established companies, such as The Coca-Cola Company, its subsidiaries and partners, operate. Such multinational corporations tend to have significant resources and capital which are likely to be in excess of those of the Combined Group. The sales tactics and activities of such competitors and their pricing policies or the successful introduction of new competing brands could cause a reduction in the Combined Group's sales and margins, results of operations, financial condition and/or prospects.

Large customers of the A.G. Barr Group and the Britvic Group and, following the Merger becoming Effective, the Combined Group wield a high level of bargaining power and such power may increase if there is further consolidation in that customer base

The A.G. Barr Group and the Britvic Group both currently and, following the Merger becoming Effective, the Combined Group will, distribute their products through the wholesale, cash and carry and retail channels, including multiple retailers and convenience stores, as well as through vending machines, the foodservice and the leisure sectors. Many of these channels are already relatively consolidated, with only a few major players who wield a high level of negotiating power relative to their suppliers. Any further consolidation in these channels could further weaken a supplier's negotiating position, which could result in lower trading margins which could, following the Merger becoming Effective, have an adverse effect on the Combined Group's sales and margins, results of operations, financial condition and/or prospects.

The loss of any of A.G. Barr's, Britvic's or, following the Merger becoming Effective, the Combined Group's key customers or key lines of product sales to such key customers could have a material adverse effect on their respective businesses

In the six months ended 28 July 2012, the top ten customers by value of the A.G. Barr Group accounted for approximately 47.9 per cent. of its revenues. In the financial year ended 30 September 2012, the top ten customers by value of Britvic accounted for approximately 45 per cent. of its net revenues. Any significant deterioration in A.G. Barr's, Britvic's or, following the Merger becoming Effective, the Combined Group's relationships with its key customers, whether as a result of inability to agree terms on renewal of the relevant contract(s), a key customer ceasing to stock a product line, a change of management of a customer, gains made by the Combined Group's competitors or otherwise, could have a material adverse effect on the Combined Group's business, results of operations, financial condition and/or prospects following the Merger becoming Effective.

Following the Merger becoming Effective, the Combined Group will rely on intellectual property rights, know-how and trade secrets

Following the Merger becoming Effective, the Combined Group will rely on unpatented proprietary know-how and trade secrets, and will employ various methods, including confidentiality agreements with its employees and consultants, to protect its know-how and trade secrets in relation to its current and future brands. However, this reliance may not afford complete protection to the Combined Group, and there can be no assurance that others will not independently develop the know-how and trade secrets, or develop better production methods than the Combined Group. Should the Combined Group be unable to respond to such competitive technological advances, its future performance, results of operations and prospects could be adversely affected.

A.G. Barr's, Britvic's and, following the Merger becoming Effective, the Combined Group's results may be impacted by exposure to currency exchange and interest rate fluctuations

Both A.G. Barr's and Britvic's reporting currency is, and, following the Merger becoming Effective, the Combined Group's reporting currency will be Sterling. The A.G. Barr Group's and the Britvic Group's operations involve the sale and purchase of goods denominated in currencies other than Sterling and, as a result, the Combined Group will, following the Merger becoming Effective, be exposed to the impact of currency fluctuations on its commercial transactions denominated in currencies other than Sterling. Following the Merger becoming Effective, currency risk will continue to be managed in accordance with treasury policies approved by the Combined Group Board, which may include entering into currency hedging transactions to reduce exposure to transactional currency fluctuations. There can however be no assurance that these currency hedging transactions will be sufficient to protect against adverse exchange rate movements which could have a material adverse effect on the business, results of operations, financial condition and/or prospects of the Combined Group.

Consumer lifestyle, nutritional and health considerations could have a material adverse effect on A.G. Barr, Britvic and, following the Merger becoming Effective, the Combined Group

Added sugar drinks, carbonated drinks, artificially sweetened drinks and caffeinated drinks currently represent a significant proportion of A.G. Barr's, Britvic's and, following the Merger becoming Effective, will represent a significant proportion of the Combined Group's turnover and profitability. Any far-reaching move away from these product types as a result of consumer lifestyle, nutritional and health considerations could have a significant impact on the Combined Group's customers and as a result, the Combined Group's business, results of operations, financial condition and/or prospects.

The Combined Group's results of operations could be materially adversely affected by a change in consumer preferences, perception and/or spending

The soft drinks industry is subject to changes in consumer preferences, perceptions and spending habits. The Combined Group's performance depends on factors which may affect the level and patterns of consumer spending in the UK. Such factors include consumer preferences, consumer confidence, consumer incomes and consumer perceptions of the safety and quality of certain soft drinks. Media coverage regarding the safety or quality of soft drinks (for example, energy drinks), or the raw materials, ingredients (for example, aspartame and sodium benzoate) or processes involved in their manufacture or bottling, may damage consumer confidence in these products. A general decline in the consumption of the Combined Group's products could occur as a result of a change in consumer preferences, perceptions and spending habits at any time and future success will depend partly on the ability of the Combined Group to anticipate or adapt to such changes and to offer, on a timely basis, new products that meet consumer preferences. Such changes, and a failure to adapt the Combined Group's offering to respond thereto, may result in reduced demand and lower prices for the Combined Group's products, a decline in the market share of the Combined Group's products, limitations on the Combined Group's ability to increase prices and increased levels of selling and promotional expenses. Any changes in consumer preferences could result in lower sales of the Combined Group's products or put pressure on pricing, with a material adverse effect on the Group's sales volumes, turnover and profits.

Supply of faulty or contaminated products could have a material adverse effect on A.G. Barr, Britvic and, following the Merger becoming Effective, the Combined Group

A.G. Barr and Britvic have and, following the Merger becoming Effective, the Combined Group intends to have control measures and systems in place to ensure that maximum safety and quality of its products is maintained. The consequences of not being able to do so, due to accidental or malicious ingredient or raw material contamination, or due to supply chain contamination caused by human error or equipment fault or due to manufacturing or design faults, could be severe. Such consequences may include adverse effects on consumer health, loss of market share, financial costs and loss of turnover.

Where there is a product recall as a result of accidental or malicious ingredient or raw material contamination, or due to supply chain contamination caused by human error or equipment fault or due to manufacturing or design faults, a subsequent product relaunch may not successfully return the relevant brand to its previous market position. This could result in a loss of market share and loss of turnover to the Combined Group. Britvic commenced a product recall in July 2012 of its Robinsons Fruit Shoot and Fruit Shoot Hydro products. The effect of that recall is expected to be a modest reduction in the sales of the products for at least the next 12 months. However, the full longer term impact on these products or other products in the Fruit Shoot range is not yet known.

The occurrence of major operational problems or failure or unavailability of operational infrastructure could have a material adverse effect on A.G. Barr, Britvic and following the Merger becoming Effective, the Combined Group

The revenues of A.G. Barr and Britvic are and, following the Merger becoming Effective, those of the Combined Group will be dependent on the continued operations of their respective manufacturing and distribution facilities and infrastructure. Operational risks include fire or other natural disasters, equipment failure (including any failure of information technology systems), failure to comply with applicable regulations and standards, raw material supply disruptions, labour force shortages or work stoppages, and events impeding, or increasing the cost of, transporting the A.G. Barr Group's or the Britvic Group's products. The occurrence of major operational problems may, following the Merger becoming Effective, adversely affect the Combined Group's business, results of operations, financial condition and/or prospects.

The Combined Group may make acquisitions and disposals of businesses and brands

From time to time, following the Merger becoming Effective, the Combined Group may make acquisitions and disposals of businesses and brands. The Combined Group's strategy may include expansion of its business both through organic growth and by acquisitions in geographic regions where it may not operate at the time. Among other things, acquisitions will require the attention of management which may result in the diversion of resources away from organic growth. The Combined Group's ability to integrate effectively and manage any acquired businesses or brands and handle any future growth will depend upon a number of factors and failure to manage growth effectively could adversely affect the revenue, profit results of operations, financial condition and/or prospects of the Combined Group.

A.G. Barr and Britvic are, and, following the Merger becoming Effective, the Combined Group will be, exposed to counterparty credit risks

While both A.G. Barr and Britvic review regularly, and, following the Merger becoming Effective, the Combined Group will review regularly, the financial solvency of potential commercial counterparties, it is possible that certain customers, subcontractors or suppliers may become insolvent or elect to default under their contracts. If a counterparty were to default on a payment obligation to A.G. Barr, Britvic or, following the Merger becoming Effective, the Combined Group, the relevant entity may be unable to collect the amounts owed, in which case some or all of such amounts would need to be written off. Accordingly, any significant defaults or performance delays on the part of commercial counterparties could increase costs or liabilities for the Combined Group, following the Merger becoming Effective, which would adversely impact its profitability and financial condition.

Britvic is, and, if the Merger becomes Effective, the Combined Group will be, exposed to a number of risks in connection with the relationship with the Pepsi Group

Britvic is and, following the Merger becoming Effective, the Combined Group will be, a party to the Exclusive Bottling Appointments (relating to GB and Ireland) with the Pepsi Group. Termination or material changes to those arrangements could have a material adverse effect on the revenues, business, results of operations, financial condition and/or prospects of the Combined Group.

Britvic relies, and, if the Merger becomes Effective, the Combined Group will rely on Pepsi Group brands

Britvic has entered into the Exclusive Bottling Appointments with the Pepsi Group. As a result of these arrangements, Britvic currently relies, and, if the Merger becomes Effective, the Combined Group will rely on Pepsi Group brands. Britvic's reputation is, and, if the Merger becomes Effective, the Combined Group's reputation will be, as a supplier of high quality products based, in part, on its relationship with the Pepsi Group and its ability to produce and sell Pepsi Group products. If the Pepsi Group were to suffer reputational damage which impacted on its brands, there could be an adverse effect on the Combined Group's results of operations, financial condition and/or prospects.

Just under half of Britvic's net revenue was generated through sales of Pepsi Group products in Britvic's financial year ended 30 September 2012. As a result, the success of the sale of Pepsi Group products by Britvic and, if the Merger becomes Effective, the Combined Group may affect the willingness of the Pepsi Group to extend or renew the Exclusive Bottling Appointments beyond their scheduled expiry. If the Pepsi Group chose not to extend or renew the Exclusive Bottling Appointments, this could have an adverse effect on Britvic's and, if the Merger becomes Effective, the Combined Group's financial condition and future operations.

The Exclusive Bottling Appointments could be terminated early by the Pepsi Group following a change of control of the Britvic Group or, following the Merger becoming Effective, the Combined Group

On a change of control of Britvic, the Exclusive Bottling Appointments may be terminated by the Pepsi Group under the current terms of the Exclusive Bottling Appointments. The Pepsi Group is supportive of a combination of A.G. Barr and Britvic. Conditional on the Merger becoming Effective, the Pepsi Group and Britvic have agreed certain variations to the contractual terms of the Pepsi Group'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, the Pepsi Group has agreed not to exercise any rights of termination it may have as a consequence of the Merger under these agreements. However, any future change of control of the Combined Group could result in the termination of the Exclusive Bottling Appointments if approval from the Pepsi Group in relation to such change of control is not obtained.

Each Exclusive Bottling Appointment could be terminated early by the Pepsi Group following termination of certain other arrangements between the Pepsi Group and the Britvic Group or, following the Merger becoming Effective, the Combined Group

The termination of any Exclusive Bottling Appointment for any reason in relation to either GB or Ireland gives the Pepsi Group the right to terminate the other Exclusive Bottling Appointments in GB or Ireland, respectively, with immediate effect by written notice to Britvic or, if the Merger becomes Effective, the Combined Group. In addition, the Exclusive Bottling Appointment relating to Pepsi in GB can be terminated by the Pepsi Group with immediate effect by written notice if any other Pepsi Group arrangement is terminated for any reason.

The Exclusive Bottling Appointments may not be renewed following their ultimate expiry

The Exclusive Bottling Appointments (which relate to certain Pepsi and 7UP brands) expire on 31 December 2015 (Ireland) and 31 December 2023 with an automatic extension for additional terms of five years each unless two years' notice of termination has been given by either party (Great Britain), although the Exclusive Bottling Appointments may be terminated earlier by either party giving the requisite notice. Although Britvic, and, if the Merger becomes Effective, the Combined Group would receive notice from the Pepsi Group if it wanted to terminate the Exclusive Bottling Appointments early or, if they did not wish to renew or extend the Exclusive Bottling Appointments beyond their scheduled expiry, their termination could have an adverse effect on Britvic and, if the Merger becomes Effective, the Combined Group's results of operations, financial condition and/or prospects.

Even if the Exclusive Bottling Appointments were renewed on expiration of their respective terms, Britvic and, if the Merger becomes Effective, the Combined Group may not be able to agree new terms with the Pepsi Group which are as favourable to the Combined Group as the terms on which the Exclusive Bottling Appointments were concluded. Any deterioration in the terms on which Britvic, and if the Merger becomes Effective, the Combined Group and the Pepsi Group contract could have an adverse effect on Britvic's and, if the Merger becomes Effective, the Combined Group's development of its relationship with the Pepsi Group and its results of operations, financial condition and/or prospects.

Pension deficit liabilities could unexpectedly increase which may have an adverse impact on the balance sheet and profit and loss of the Combined Group

A.G. Barr operates two pension plans, being the A.G. Barr p.l.c. (2005) Defined Contribution Pension Scheme and the A.G. Barr p.l.c. (2008) Pension and Life Assurance Scheme. The A.G. Barr p.l.c. (2008) Pension and Life Assurance Scheme is a defined benefit scheme based on final salary which also includes a defined contribution section for pension provision to new executive entrants. The assets of both schemes are held separately from those of A.G. Barr and are invested in managed funds. The main section of the defined benefit scheme was closed to new entrants on 5 April 2002 and the executive section closed on 14 August 2003. A.G. Barr also operates unfunded unregistered retirement benefit schemes for three executive Directors which are intended to provide benefits for those individuals where either the annual or lifetime allowance has been exceeded whilst those individuals have been members of the A.G. Barr pension schemes.

As at 28 July 2012 a deficit of £7.1 million was recognised on A.G. Barr's defined benefit plan in accordance with the requirements of IAS 19.

In Great Britain, Britvic operates the Britvic Pension Plan, which has both a defined benefit and a defined contribution section. The Britvic Pension Plan is the largest of Britvic's defined benefit schemes. It was closed to new members in August 2002 and closed to future accrual on 10 April 2011 with members moving into the defined contribution section of the Britvic Pension Plan for future service benefits. Britvic currently operates a discretionary early retirement facility, available to all members of the Britvic Pension Plan, which permits members to retire up to five years early without penalty (allowance for which is made within the funding of the Britvic Pension Plan) although Britvic has given notice to members that this facility will be withdrawn from 6 April 2016. The Britvic Pension Plan is now partially funded by a pension funding partnership (see paragraph 15.2.5 of Part XII: "Additional Information" for a summary of the Britvic pension funding partnership). Britvic also operates a secured unfunded unregistered retirement benefit scheme called the Britvic Executive Top Up Scheme ("BETUS") which provides additional benefits for certain members of the defined benefit section of the Britvic Pension Plan whose benefits exceed tax approved limits. BETUS closed to future accrual on 10 April 2011 which coincided with the closure to accrual of the defined benefit section of the Britvic Pension Plan.

In Northern Ireland, the Britvic Northern Ireland Pension Plan was closed to new members on 28 February 2006, and since that date new employees have been eligible to join a defined contribution stakeholder plan. The Britvic Northern Ireland Pension Plan is a defined benefit plan and remains open to future accrual for existing members.

In the Republic of Ireland, Britvic employees continued to participate in a number of C&C Group pension funds following the acquisition of the C&C business (in 2007) until being transferred into two newly formed pension plans called the Britvic Ireland Defined Contribution Pension Plan and the Britvic Ireland Defined Benefit Pension Plan on 1 September 2008. Both of these new plans are held under trust and operated by Britvic Ireland Pension Trust Limited as trustee. The Britvic Ireland Defined Benefit Pension Plan is closed to new joiners but remains open to future accrual for existing members. A small number of members of the Britvic Ireland Defined Contribution Pension Plan remain eligible to join the Defined Benefit Pension Plan.

At 30 September 2012, the IAS 19 pension deficit in respect of the Britvic Group defined benefit pension schemes was, in aggregate, £3.7 million.

The nature of the pension arrangements described above means that A.G. Barr and Britvic are, and, following the Merger becoming Effective, the Combined Group will be, exposed to volatile cash, balance sheet and profit and loss impacts. Although the Combined Group expects to be able to meet its obligations under the pension schemes, the funding level of the schemes for both cash and accounting purposes is sensitive to changes in a wide range of actual or assumed factors, which are beyond A.G. Barr's, Britvic's or the Combined Group's control, including primarily investment returns, discount rates for valuing liabilities (driven by returns on bonds), life expectancy, inflation and salary growth. As a result it is not possible to predict accurately the future funding level or employer cash contribution obligations (which are, to a degree, subject to the relevant pension scheme trustees' discretion in respect of any request for further funding) and accounting charges with any degree of certainty. Assets and investments held by A.G. Barr's and Britvic's defined benefit pension schemes may not grow to anticipated levels in the expected time periods. In the case of losses in respect of pension scheme investments, A.G. Barr, Britvic and, following the Merger becoming Effective, the Combined Group may be required to make additional amounts available to make up any prospective pension deficits.

Changes in tax legislation could, following the Merger becoming Effective, adversely affect the Combined Group's profitability

Changes to the tax regime (such as the increase in the standard rate of VAT to 20 per cent. in the UK on 4 January 2011) could, following the Merger becoming Effective, result in increases in prices of the Combined Group's products to customers and/or consumers and impact demand for the Combined Group's products and its overall profitability. An example of a recent change to the tax regime is the introduction of a tax charge on sugar in France. While this tax has not had a material impact on either A.G. Barr's or Britvic's business, if a similar tax were to be introduced in Great Britain and/or Ireland it could, following the Merger becoming Effective, have a material adverse effect on the amount of tax payable by the Combined Group.

The policy of A.G. Barr has been, and, following the Merger becoming Effective, the policy of the Combined Group will be, to organise its affairs with a view to managing and mitigating its exposure to taxation in the countries in which it operates. A.G. Barr is, and, following the Merger becoming Effective, the Combined Group will continue to be, susceptible to possible changes of law or challenges from tax authorities under existing law, which may result in a material adverse effect on the amount of tax payable by A.G. Barr and the Combined Group as regards past and future periods.

Following the Merger becoming Effective, the amount of the Combined Group's borrowings could adversely affect its results of operations, financial condition and/or prospects

As at 3 December 2012, the A.G. Barr Group had £40 million of facilities available to it consisting of the RBS Facility and the HSBC Facility and an overdraft facility provided by RBS (of which £20 million, in aggregate, had been drawn down and was outstanding). It is expected that on the Merger becoming Effective, the RBS Facility and the HSBC Facility will be repaid and the overdraft facility terminated and A.G. Barr will cease to have any obligations in terms of them.

As at 30 September 2012, the Britvic Group had £891 million of committed debt facilities consisting of a £400 million bank facility which matures in 2016 and a series of private placement notes with maturities between 2014 and 2022. The private placement notes are fully drawn. As at 3 December 2012, £28.3 million had been drawn down under the bank facility and was outstanding.

Following the Merger becoming Effective, the existing £400 million bank facility of the Britvic Group will remain in place and A.G. Barr will accede to such bank facility as the parent company of the Combined Group, as a borrower and as a guarantor, and will guarantee the obligations of the Combined Group under such bank facility. Rubicon Drinks Limited, a subsidiary of A.G. Barr, will also accede as a guarantor to the Britvic bank facility. If there is a change of control of Britvic, individual lenders under the bank facility may, if they so require, notify Britvic that their participation in the bank facility be prepaid and their commitment cancelled. The lenders under the bank facility have all waived such rights in connection with the Merger. However, following the Merger becoming Effective, the lenders will have the right to have their participation in the bank facility prepaid and their commitment cancelled if there is a change of control of the Combined Entity if they so require.

Holders of the Britvic Group's private placement notes have the contractual right (exercisable on a holder by holder basis) to require Britvic to repurchase their notes following a change of control of Britvic, subject to satisfaction of certain conditions. The holders have all waived such rights in connection with the Merger. However, following the Merger becoming Effective, the holders of the private placement notes will once again have the contractual right to require Britvic to repurchase their notes following a change of control of the Combined Group, subject to satisfaction of certain conditions. Should such a change of control occur in the future, unless the holders of notes provide a similar waiver of their put rights as they have done in connection with the Merger, the Combined Group may need to secure additional facilities to finance the repurchase of some or all of the notes. However, there can be no guarantee that such facilities will be available on terms commercially acceptable to the Combined Group or at all.

Following the Merger becoming Effective, uninsured losses or losses in excess of the Combined Group's insurance coverage for various corporate risks could adversely affect it

A.G. Barr and Britvic maintain and, following the Merger becoming Effective, the Combined Group will maintain, business insurance cover which it considers appropriate for its business and activities. Certain types of losses, however, may be either uninsurable or not economically insurable, such as losses due to natural disasters, riots, acts of war or terrorism. In addition, even if a loss is insured, A.G. Barr, Britvic or the Combined Group may, as appropriate, be required to pay a significant deductible on any claim for recovery of such loss prior to the insurer being obliged to reimburse it for the loss, or the amount of the loss may exceed coverage for the loss. Following the Merger becoming Effective, the Combined Group's business, results of operations, financial condition and/or prospects may be adversely affected by any uninsured losses.

A.G. Barr, Britvic and, following the Merger becoming Effective, the Combined Group may be involved in litigation

In the ordinary course of business, the A.G. Barr Group, the Britvic Group and, following the Merger becoming Effective, the Combined Group, may, from time to time, be involved in legal actions in connection with the business activities carried out.

Following the Merger becoming Effective, any litigation could have adverse financial consequences for the Combined Group and it may not have adequately provided for the potential losses associated with litigation payments. Litigation also involves a diversion of management's time from the day-to-day running of the business. Any negative outcome of litigation in which the Combined Group may be involved might also adversely affect its reputation, which could have a material adverse effect on its business, results of operations, financial condition and/or prospects.

A.G. Barr, Britvic and, following the Merger becoming Effective, the Combined Group could have inadequate IT disaster recovery arrangements

Britvic and A.G. Barr are and, following the Merger becoming Effective, the Combined Group will be heavily reliant on their IT systems to function, a failure of which could halt production or the ability to deliver goods. Such disruption from an IT system failure could therefore affect the Combined Group's turnover and profitability.

RISKS RELATING TO THE MERGER

The completion of the Merger is subject to the satisfaction (or waiver, where applicable) of a number of Conditions

The completion of the Merger is subject to the satisfaction (or waiver, where applicable) of a number of conditions on or before 30 June 2013 or such later date as A.G. Barr and Britvic agree (with, if required, the consent of the Panel and the Court), including:

• approval of the Scheme and related resolutions by Britvic Shareholders at the Britvic Court Meeting and the Britvic General Meeting;
• approval of the Merger by A.G. Barr Shareholders at the A.G. Barr General Meeting;
• 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;
• sanction of the Scheme and confirmation of the Reduction of Capital by the Court; and
• Admission becoming effective.

There is no guarantee that these (or any other) Conditions will be satisfied (or waived, if applicable). Failure to satisfy any of the Conditions may result in the Merger not being completed.

The A.G. Barr Group will seek antitrust consent from the OFT to complete the Merger which, if delayed, not granted or granted on terms not reasonably satisfactory to A.G. Barr and Britvic, may jeopardise or delay the Merger, result in additional expenditure of money and resources and/or reduce the anticipated benefits of the Merger

The Merger is conditional on, amongst other things, the receipt of antitrust clearance from the OFT. As a condition to its clearance of the Merger, the OFT may accept remedies from A.G. Barr and/or Britvic, such as divestitures. This could jeopardise or delay completion of the Merger or may reduce the anticipated benefits of the Merger. In addition, the Merger will lapse if OFT clearance of the Merger is not obtained by 30 June 2013 or such later date as A.G. Barr and Britvic agree (with, if required, the consent of the Panel and the Court).

Even if a material adverse change to Britvic's business or prospects was to occur, in certain circumstances, A.G. Barr may not be able to invoke the Conditions and terminate the Merger, which could reduce the value of A.G. Barr Shares

Completion of the Merger is subject to a number of Conditions, including that there is no material adverse change affecting Britvic before the Scheme is sanctioned by the Court. Under the City Code, and except for certain antitrust clearance and Scheme-related conditions, A.G. Barr may invoke a condition to the Merger to cause the Merger not to proceed only if the Panel is satisfied that the circumstances giving rise to that condition not being satisfied are of material significance to A.G. Barr in the context of the Merger.

If a material adverse change affecting Britvic were to occur and the Panel did not allow A.G. Barr to invoke a condition to cause the Merger not to proceed, the market price of A.G. Barr Shares or the Combined Group's results of operations, financial condition and/or prospects may be materially adversely affected.

A.G. Barr may fail to realise the business growth opportunities, margin benefits and other synergies anticipated from, or may incur unanticipated costs associated with, the Merger

There is no assurance that the Merger will achieve the business growth opportunities, margin benefits, cost savings and other synergies A.G. Barr anticipates. A.G. Barr believes that the consideration for the Merger is justified in part by the business growth opportunities, margin benefits and other synergies it expects to achieve by combining its operations with Britvic. However, these expected business growth opportunities, margin benefits and other synergies may not develop and other assumptions upon which A.G. Barr determined the consideration may prove to be incorrect.

A.G. Barr may also face challenges with the following: redeploying resources in different areas of operations to improve efficiency; minimising the diversion of management attention from on-going business concerns; and addressing possible differences between A.G. Barr's business culture, processes, controls, procedures and systems and those of Britvic.

Under any of these circumstances, the business growth opportunities, margin benefits and other synergies anticipated by A.G. Barr to result from the Merger may not be achieved as expected, or at all, or may be delayed materially. To the extent that A.G. Barr incurs higher integration costs or achieves lower margin benefits than expected, its and the Combined Group's results of operations, financial condition, prospects and the price of A.G. Barr Shares may suffer.

The Combined Group's future prospects will, in part, be dependent on its ability to integrate the A.G. Barr Group and the Britvic Group effectively, including the successful integration and motivation of certain A.G. Barr and Britvic key employees and IT and operational systems

The Combined Group's future prospects may, in part, be dependent upon the Combined Group's ability to integrate the A.G. Barr Group and the Britvic Group successfully and any other businesses that it may acquire in the future without material disruption to the existing business including as a result of the integration of IT and operational systems. The performance of the Combined Group in the future will, amongst other things, also depend on the successful integration and motivation of key employees from both the Britvic Group and the A.G. Barr Group. It is possible that failure to retain certain individuals during the integration period will affect the ability to integrate the A.G. Barr Group and the Britvic Group successfully into the Combined Group and could have a material adverse effect on the Combined Group's results of operations, financial conditions and/or prospects.

A.G. Barr Shareholders and Britvic Shareholders will own a smaller percentage of the Combined Group than they currently own of A.G. Barr and Britvic, respectively

After the Merger becomes Effective, A.G. Barr Shareholders and Britvic Shareholders will own a smaller percentage of the Combined Group than they currently own of A.G. Barr and Britvic, respectively. Based on the number of Britvic Shares in issue as at the close of business on 3 December 2012 and assuming that (i) all vested share options under the Britvic Share Schemes are exercised in full and the resulting Britvic Shares are exchanged for New A.G. Barr Shares under the Merger, and (ii) there are no other issues of Britvic Shares or A.G. Barr Shares (including under the A.G. Barr Share Schemes) between 3 December 2012 and the Effective Date, A.G. Barr Shareholders and former Britvic Shareholders will own approximately 37 per cent. and approximately 63 per cent. respectively of the outstanding shares of the Combined Group. As a consequence, the number of voting rights which can be exercised and the influence which may be exerted by shareholders in respect of the Combined Group will be less.

Risks of executing the Merger could cause the market price of A.G. Barr Shares to decline

The market price of A.G. Barr Shares may decline as a result of the Merger, among other reasons, if:

• the integration of Britvic's business is delayed or unsuccessful;
• A.G. Barr does not achieve the expected benefits of the Merger as rapidly or to the extent anticipated by analysts or investors or at all;
• the effect of the Merger on A.G. Barr's financial results is not consistent with the expectations of analysts or investors; or
• A.G. Barr Shareholders or former Britvic Shareholders sell a significant number of A.G. Barr Shares after completion of the Merger.

RISKS RELATING TO THE NEW A.G. BARR SHARES

The price of A.G. Barr Shares may be volatile and/or may decrease, and A.G. Barr Shareholders may not be able to sell A.G. Barr Shares at a favourable price after the Merger

The market price of A.G. Barr Shares could be subject to significant fluctuations due to changes in sentiment in the market. Such risks depend on the market's perception of the likelihood of completion of the Merger and/or in response to various facts and events, including variations in A.G. Barr's operating results and business developments of A.G. Barr and/or its competitors. Stock markets have, from time to time, and particularly during certain periods over the past six months, experienced significant price fluctuations that have affected the market prices for securities. Such fluctuations may affect A.G. Barr's share price even though they may be unrelated to A.G. Barr's operating results and prospects from time to time. Any of these events could result in a decline in the market price of A.G. Barr Shares.

Pre-emption rights do not apply in relation to the issue of the New A.G. Barr Shares (or where A.G. Barr Shares are otherwise offered for non-cash consideration) resulting in dilution of the ownership rights of A.G. Barr Shareholders

A.G. Barr is not required to make any pre-emptive offer of the New A.G. Barr Shares or of any other A.G. Barr Shares where such shares are being offered for non-cash consideration. The issue of the New A.G. Barr Shares will dilute the ownership rights of A.G. Barr Shareholders. If A.G. Barr does offer A.G. Barr Shares as consideration in making other acquisitions, depending on the number of A.G. Barr Shares offered and the value of such A.G. Barr Shares at the time, the issuance of such A.G. Barr Shares could materially dilute the value of the A.G. Barr Shares held by existing A.G. Barr Shareholders at the time, as the issue of the New A.G. Barr Shares for the acquisition will do for A.G. Barr Shareholders.

Substantial future sales of A.G. Barr Shares could impact on the market price of A.G. Barr Shares

The Combined Group cannot predict what effect, if any, future sales of A.G. Barr Shares, or the availability of A.G. Barr Shares for future sale, will have on the market price of A.G. Barr Shares. Sales of substantial amounts of A.G. Barr Shares in the public market following the Merger becoming Effective, or the perception of, or any announcement that, such sales could occur, could adversely affect the market price of A.G. Barr Shares and may make it more difficult for Shareholders to sell their A.G. Barr Shares at a time and price which they deem appropriate.

A.G. Barr's ability to continue to pay dividends on the A.G. Barr Shares will depend on the availability of funds and distributable reserves

A.G. Barr intends to continue to pay dividends to A.G. Barr Shareholders following the Merger becoming Effective. However, A.G. Barr's ability to pay dividends is limited under UK company law, which limits a company to only paying cash dividends to the extent that it has distributable reserves and cash available for this purpose. As a holding company, A.G. Barr's ability to pay dividends in the future is affected by a number of factors, principally the existence of sufficient distributable reserves and its ability to receive sufficient dividends from subsidiaries. The payment of dividends to A.G. Barr by its subsidiaries is, in turn, subject to restrictions, including certain regulatory requirements and the existence of sufficient distributable reserves and cash in A.G. Barr's subsidiaries. The ability of these subsidiaries to pay dividends and A.G. Barr's ability to receive distributions from any investments in other entities are subject to applicable local laws and regulatory requirements and other restrictions, including, but not limited to, applicable tax laws. These laws and restrictions could limit the payment of future dividends and distributions to A.G. Barr by its subsidiaries, which could restrict A.G. Barr's ability to fund other operations or to pay a dividend to holders of the existing A.G. Barr Shares or the New A.G. Barr Shares.

Holders of A.G. Barr Shares outside of the UK may not be able to participate in future equity offerings

UK law provides for pre-emptive rights generally to be granted to the A.G. Barr Shareholders, unless such rights are disapplied by shareholder resolution. However, A.G. Barr Shareholders outside the UK may not be entitled to exercise these rights. US holders of shares are customarily excluded from exercising any such pre-emption rights they may have unless a registration statement under the US Securities Act is effective with respect to those rights, or an exemption from the registration requirements or similar requirements in other jurisdictions thereunder is available. The A.G. Barr Group has no current intention to file any such registration statement, and cannot assure prospective investors that any exemption from the registration requirements would be available to enable US or other overseas holders to exercise such pre-emption rights or, if available, that it will utilise any such exemption.

Admission of the New A.G. Barr Shares may not occur when expected

Application for Admission of the New A.G. Barr Shares will be made close to the Effective Date. If the Effective Date of the Merger is delayed, the application for Admission will be delayed. Admission is subject to the approval (subject to satisfaction of any conditions which such approval is expressed) of the UK Listing Authority and Admission will become effective as soon as a dealing notice has been issued by the UK Listing Authority and the London Stock Exchange has acknowledged that the New A.G. Barr Shares will be admitted to trading. There can be no guarantee that any conditions to which Admission is subject will be met or the UK Listing Authority will issue a dealing notice. See the "Expected Timetable of Principal Events" on page 25 of this document for further information on the expected dates of these events.

ADDITIONAL RISKS FOR INVESTORS IN THE UNITED STATES

The rights of holders of A.G. Barr Shares are governed by UK law. Not all rights available to A.G. Barr Shareholders under US law will be available to US investors

Rights afforded to holders of A.G. Barr Shares under UK law differ in certain respects from the rights of shareholders in typical US corporations. The rights of holders of A.G. Barr Shares are governed by UK law as well as the A.G. Barr Articles. In particular, UK law significantly limits the circumstances under which shareholders of companies may bring derivative actions. Under UK law, in most cases, only A.G. Barr can be the proper claimant for purposes of maintaining proceedings in respect of wrongful acts committed against it. Neither an individual shareholder nor any group of shareholders has any right of action in such circumstances. In addition, UK law does not afford appraisal rights to dissenting shareholders in the form typically available to shareholders in a US corporation.

US investors may not be able to bring suits or enforce civil judgments of US courts against A.G. Barr or its Directors (the Proposed Directors), controlling persons and officers

A.G. Barr is incorporated under the laws of Scotland. The Directors (the Proposed Directors) and executive officers of A.G. Barr are citizens or residents of countries other than the United States. Most of the assets of such persons and the majority of the assets of A.G. Barr and the Combined Group are and will be located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or A.G. Barr, or to enforce against them judgments of US courts, including judgments predicated upon civil liabilities under the US federal securities laws or the securities laws of any state or territory within the United States.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times given in the table below in connection with the Merger are indicative only and are based on A.G. Barr's current expectations and may be subject to change (including as a result of changes to Court times, the regulatory timetable and/or the process for implementation of the Merger).

If any of the times and/or dates below change, the revised times and/or dates will be notified by A.G. Barr to A.G. Barr Shareholders by announcement through a Regulatory Information Service.

All references in this document to times and dates are to London times and dates unless otherwise stated.

Event	Time and/or date
A.G. Barr General Meeting	10.00 a.m. on 8 January 2013
Britvic Court Meeting	10.00 a.m. on 8 January 2013
Britvic General Meeting	10.15 a.m. on 8 January 2013(1)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Britvic Shares	29 January 2013(2)
Scheme Record Time	6.00 p.m. on 29 January 2013(2)
Suspension of listing of, and dealings in, Britvic Shares	By 8.00 a.m. on 30 January 2013(2)
Court Hearing to sanction the Scheme and confirm the Reduction of Capital	30 January 2013(2)
Effective Date	30 January 2013(2)
Issue of the New A.G. Barr Shares and crediting of the New A.G. Barr Shares in uncertificated form to CREST accounts (and cancellation of listing of Britvic Shares)	By 8.00 a.m. on 31 January 2013(2)
Admission and commencement of dealings on the London Stock Exchange of the New A.G. Barr Shares	31 January 2013(2)
Posting of share certificates for the New A.G. Barr Shares (where applicable)	By no later than 11 February 2013(2)
Long Stop Date	30 June 2013(3)

Notes:

(1) To commence at the fixed time or, if later, immediately after the conclusion or adjournment of the Britvic Court Meeting.

(2) These times and dates are indicative only and will depend, amongst other things, on the dates upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme and confirms the Reduction of Capital; and (iii) a copy of the Court Order has been delivered to the Registrar of Companies and, if the Court so orders, the Court Order and the Statement of Capital have been registered by the Registrar of Companies.

(3) This is the latest date by which the Merger may become effective unless A.G. Barr and Britvic agree, and (if required) the Court and the Panel permit, a later date.

(4) In this document, where the context requires, references to 3 December 2012 should be treated as being references to the latest practicable date prior to the publication of this document (unless otherwise stated).

INDICATIVE MERGER STATISTICS

Number of A.G. Barr Shares in issue on 3 December 2012	116,768,778
Number of New A.G. Barr Shares to be issued pursuant to the Merger(1)	up to 202,000,000
Number of A.G. Barr Shares in issue upon the Merger becoming Effective(1)	up to 318,768,778
The New A.G. Barr Shares as a percentage of the Combined Entity Ordinary Share Capital(1)	63%

Note:

(1) Based on the number of Britvic Shares in issue as at the close of business on 3 December 2012 and assuming that (i) all vested share options under the Britvic Share Schemes are exercised in full and the resulting Britvic Shares are exchanged for New A.G. Barr Shares under the Merger, and (ii) there are no other issues of Britvic Shares or A.G. Barr Shares (including under the A.G. Barr Share Schemes) between 3 December 2012 and the Effective Date.

IMPORTANT INFORMATION

General

The contents of this Prospectus and the information incorporated herein by reference are not to be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for advice.

The contents of A.G. Barr's website (www.agbarr.co.uk) and Britvic's website (www.britvic.com) do not form part of this Prospectus and prospective investors should not rely on them. Furthermore, A.G. Barr does not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, or the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media regarding the Merger, A.G. Barr or Britvic. A.G. Barr makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.

Without prejudice to any obligation of A.G. Barr to publish a supplementary prospectus pursuant to section 87G of FSMA and PR 3.4.1 of the Prospectus Rules, neither the publication of this Prospectus nor any issue of A.G. Barr Shares made under this Prospectus shall, under any circumstances, create any implication that there has been no change in the business or affairs of the A.G. Barr Group or the Britvic Group taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to its date.

Notice to A.G. Barr Shareholders and potential investors

United States

This document does not constitute or form part of any offer or invitation to sell or issue, or the solicitation to purchase or subscribe for, the New A.G. Barr Shares in any jurisdiction. The New A.G. Barr Shares 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. Accordingly, the New A.G. Barr Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from the United States absent registration under the US Securities Act or an exemption from registration. The New A.G. Barr Shares to be issued to existing Britvic Shareholders pursuant to the Scheme are expected to be issued in reliance upon an exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereof. Britvic Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of A.G. Barr or Britvic prior to, or of the Combined Entity after, the Effective Date will be subject to certain US transfer restrictions relating to the New A.G. Barr Shares received pursuant to the Scheme.

None of the securities referred to in this Prospectus have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The distribution of this document into jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, subject to certain exceptions, this document should not be distributed in, forwarded to or transmitted in or into the United States or any Restricted Jurisdiction.

Other jurisdictions

This document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer to subscribe for or buy any New A.G. Barr Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or would impose any unfulfilled registration, publication or approval requirements on A.G. Barr or the Sponsor. No action has been taken nor will be taken in any jurisdiction by A.G. Barr or the Sponsor that would permit a public offering of the New A.G. Barr Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document other than in any jurisdiction where action for that purpose is required. A.G. Barr and the Sponsor do not accept any responsibility for any violation of any restrictions by any other person.

The New A.G. Barr Shares have not been and will not be registered or qualified by a prospectus under applicable securities laws of any jurisdiction other than the United Kingdom. Accordingly, the New A.G. Barr Shares may not be offered, sold, reoffered, resold, pledged or otherwise transferred in or into any jurisdiction where such an offer or sale would violate the relevant securities laws of such jurisdiction.

None of A.G. Barr, the Sponsor and their respective representatives is making any representation to any investor regarding the legality of investment by such investor under appropriate investment or similar laws. Each prospective investor should consult with his, her or its own advisers as to the legal, tax, business, financial and related aspects of acquiring or holding A.G. Barr Shares.

Presentation of financial information and non-financial operating data with respect to A.G. Barr and the A.G. Barr Group

In this document, certain financial measures are presented that are not recognised by IFRS, including EBITA, EBITDA and ROCE (return on capital employed). Such measures are widely used in A.G. Barr's industry to evaluate a company's operating performance.

EBITA

EBITA is calculated by adjusting profit before interest and tax by adding back amortisation and impairment charges. Although EBITA is not typically a measure of operating income, operating performance or liquidity under IFRS, the Directors have presented EBITA in this document because they believe EBITA is used by some investors to determine a company's ability to service indebtedness and fund on-going capital expenditure and dividends. EBITA should not, however, be considered in isolation or as a substitute for income from operations as determined in accordance with IFRS, or for cash flows from operating activities as determined in accordance with IFRS, or as an indicator of operating performance.

EBITDA

EBITDA is calculated by adjusting profit before interest and tax by adding back amortisation, impairment charges and depreciation. Although EBITDA is not typically a measure of operating income, operating performance or liquidity under IFRS, the Directors have presented EBITDA in this document as they believe that EBITDA is used by some investors to determine a company's ability to service indebtedness and fund on-going capital expenditure and dividends.

EBITDA has limitations as an analytical tool, and an investor should not consider these measures in isolation from, or as a substitute for, analysis of A.G. Barr's results of operations. Some of the limitations of EBITDA are that:

• it does not reflect A.G. Barr's cash expenditures or future requirements for capital expenditure or contractual commitments;
• it does not reflect changes in, or cash requirements for, A.G. Barr's working capital needs (as applicable);
• it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments in respect of any borrowings;
• although depreciation and amortisation are non-cash charges, the assets being depreciated and amortised will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
• other companies in A.G. Barr's industry may calculate these measures differently from how A.G. Barr calculates them, limiting their usefulness as a comparative measure.

EBITA and EBITDA may not be indicative of A.G. Barr's historical operating results, nor are they meant to be a projection or forecast of its future results.

ROCE

ROCE is calculated by taking operating profit before exceptional items as a percentage of invested capital. Invested capital is defined as period end non-current plus current assets less current liabilities excluding all balances relating to any financial instruments, interest bearing liabilities and cash or cash equivalents.

Pro forma financial information

In this Prospectus, any reference to "pro forma" financial information is to information which has been extracted without material adjustment from the unaudited pro forma financial information contained in Part X: "Unaudited Pro Forma Financial Information of the Combined Group". The unaudited pro forma financial information contained in Part X: "Unaudited Pro Forma Financial Information of the Combined Group" has been prepared on the basis of the notes set out therein to illustrate the effect on the net assets of the A.G. Barr Group as if the Merger had been completed on 28 July 2012.

The unaudited pro forma financial information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and, therefore, does not represent the A.G. Barr Group's, the Britvic Group's, or the Combined Group's actual financial position or results. Future results of operations may differ materially from those presented in the combined financial information due to various factors.

Presentation of financial information and non-financial operating data with respect to Britvic and the Britvic Group

Unless otherwise indicated, financial information for the Britvic Group in this Prospectus has been prepared in accordance with IFRS for the financial years ended 27 September 2009, 3 October 2010, 2 October 2011 and 30 September 2012.

In this Prospectus, certain financial measures are presented that are not recognised by IFRS including Adjusted EBIT, Adjusted EBIT pre-exceptional and other items, Adjusted EBITA, Adjusted EBITA pre-exceptional and other items and adjusted net debt, amongst others.

Such measures are widely used to evaluate a company's operating performance but should not be used in isolation or as a substitute but considered carefully. Full disclosure of these financial measures is provided in Britvic's 2011 Annual Report (which is incorporated by reference herein).

Where appropriate, comparisons are quoted using constant exchange rates to remove the impact of exchange rate movements during the period by retranslating prior year foreign currency denominated results of the Britvic Group at current period exchange rates to aid comparability.

Where appropriate, numbers are stated pre exceptional and other items. Exceptional and other items, due to their nature or the expected infrequency of the events giving rise to them, are separated for reporting and analysis of Britvic's results.

EBITA is defined as operating profit before exceptional and other items and amortisation. Only amortisation attributable to intangibles related to acquisitions is added back. EBITA margin is calculated as EBITA as a proportion of group revenues.

Adjusted earnings per share amounts are calculated by dividing adjusted earnings by the average number of shares during the period. Adjusted earnings is defined as the profit/(loss) attributable to ordinary equity shareholders before exceptional and other items adjusted for the adding back of acquisition related amortisation. Average number of shares during the period is defined as the weighted average number of ordinary shares outstanding during the period excluding any own shares held by Britvic that are used to satisfy various employee share-based incentive programmes.

Underlying free cash flow is defined as net cash flow excluding movements in borrowings, dividend payments, exceptional and other items.

The Britvic Group adjusted net debt is defined as group net debt, adding back the impact of derivatives hedging the balance sheet debt. Britvic believes this non-IFRS measure is a valuable tool in analysing its net debt levels and computing certain debt coverage ratios. This measure is intended to provide additional information to investors and analysts, does not have any standardised meaning prescribed by IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

The non-financial operating data in respect of the Britvic Group included in this Prospectus has been extracted without material adjustment from Britvic's Annual Report 2011 and Preliminary Results (which are incorporated by reference herein).

Rounding

Percentages and certain amounts included in this Prospectus have been rounded for ease of presentation. Accordingly, figures shown as totals in certain tables may not be the precise sum of the figures that precede them.

Currencies

In this document: references to "Sterling, "£", "GBP", "pence" or "p" are to the lawful currency of the United Kingdom; references to "US dollars", "dollars", "US\$", "USD" or "cents" are to the lawful currency of the United States; and references to "Euro", "€" or "EUR" are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended.

A.G. Barr and Britvic prepare their financial statements in Sterling. The basis of translation of foreign currency for the purpose of inclusion of the financial information set out in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr" and Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012" is described therein. Information derived from such financial information set out elsewhere in this document has been translated on the same basis.

Unless otherwise indicated, the financial information relating to the A.G. Barr Group and the Britvic Group contained in this document has been expressed in Sterling.

Statistical data

Where indicated, data provided in this document relating to soft drinks sales within the take-home and pubs and clubs channels in Great Britain is provided by (a) Nielsen in the form of their "Scantrack" service; and (b) CGA and relates to either the 12 month period ended 7 July 2012 (for the pubs and clubs channel), the 52 week period ending 15 September 2012, the 12 month period ended 29 September 2012 (for the take-home channel) or the financial period ended 28 January 2012. Information in relation to the French market is provided by Symphony IRI Group ("IRI") and relates to the four week period ending 23 September 2012. This information has been accurately reproduced and, so far as A.G. Barr is aware and is able to ascertain from information published by Nielsen, CGA and IRI, no facts have been omitted which would render the reproduced information inaccurate or misleading.

"Scantrack" is an aggregation of sales from electronic points of sale systems from a robust sample of retailers, representing value and volume sales to the consumer. The data only captures those retailers that operate an electronic point of sale system from which the data is derived and various weightings are applied (i) where data is only received from a sample of stores of a particular retailer; or (ii) where data is not received from a particular retailer at all, in order to more accurately approximate the market in its entirety.

Nielsen and CGA are third party market research organisations that publish information about the take-home and pubs and clubs channels in Great Britain. IRI is a third party market research organisation providing census-based data to manufacturers and retailers around the world.

Forward-looking statements

This Prospectus (including the information incorporated by reference into this Prospectus) 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. Forwardlooking 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 forwardlooking statements in this document (including the information incorporated by reference into this document) will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date of this document.

Investors should specifically consider the factors identified in this document which could cause actual results to differ before making an investment decision. Such risks, uncertainties and other factors are set out more fully in the section headed "Risk Factors". To the extent required by the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules of the FSA, the London Stock Exchange or applicable law, A.G. Barr will update or revise the information in this document. Otherwise, A.G. Barr and Britvic expressly disclaim any obligations or undertakings to release publicly any updates or revisions to any forward-looking statements contained in this document (including the information incorporated by reference into this document) to reflect any change in the expectations of A.G. Barr, Britvic or the Combined Group with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

No statement in this document or incorporated by reference into this document is intended to constitute a profit forecast or profit estimate for any period, nor should any statement in this document or incorporated by reference into this document 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 will necessarily match or exceed the historical published earnings or earnings per ordinary share for A.G. Barr or Britvic, as appropriate.

Defined terms and interpretation

Certain terms used in this document are defined in the section headed "Definitions".

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

Unless otherwise stated, all times and dates referred to in this document are references to London times and dates.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

For the purpose of this document, "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act.

INFORMATION INCORPORATED BY REFERENCE

The following documents, which have been approved by, filed with or notified to the FSA, and are available for inspection in accordance with paragraph 30 of Part XII: "Additional Information", contain information about Britvic and the Britvic Group which is relevant to this document:

• Britvic's unaudited Preliminary Results for the 52 weeks ended 30 September 2012, published on 27 November 2012;
• Britvic's Annual Report and Accounts 2011, containing Britvic's audited consolidated financial statements for the 52 week period ended 2 October 2011, together with the audit report in respect of that period and a discussion of Britvic's financial performance;
• Britvic's Annual Report and Accounts 2010, containing Britvic's audited consolidated financial statements for the 53 week period ended 3 October 2010, together with the audit report in respect of that period and a discussion of Britvic's financial performance; and
• Britvic's Annual Report and Accounts 2009, containing Britvic's audited consolidated financial statements for the 52 week period ended 27 September 2009, together with the audit report in respect of that period and a discussion of Britvic's financial performance.

The table below sets out the sections of these documents which are incorporated by reference into, and form part of, this document, and only the parts of the documents identified in the table below are incorporated into, and form part of, this document. The parts of these documents which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this document. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this document.

Reference document	Information incorporated by reference into this document	Page number(s) in reference document
For the 52 weeks ended 30 September 2012
Preliminary Results	Business and Strategy Review	N/A
Preliminary Results	Financial Review	N/A
Preliminary Results	Risks and Uncertainties	N/A
Preliminary Results	Consolidated Income Statement	1
Preliminary Results	Consolidated Statement of Comprehensive Income	2
Preliminary Results	Consolidated Balance Sheet	3
Preliminary Results	Consolidated Statement of Cash Flows	4
Preliminary Results	Consolidated Statement of Changes in Equity	5
Preliminary Results	Notes to the Financial Information	6-60
For the 52 weeks ended 2 October 2011
Britvic Annual Report 2011	Chief Executive's Review	13-16
Britvic Annual Report 2011	Financial Review	19-26
Britvic Annual Report 2011	Risks and Uncertainties	30-31
Britvic Annual Report 2011	Independent auditors' report	54
Britvic Annual Report 2011	Consolidated Income Statement	55
Britvic Annual Report 2011	Consolidated Statement of Comprehensive Income	56
Britvic Annual Report 2011	Consolidated Balance Sheet	57
Britvic Annual Report 2011	Consolidated Statement of Cash Flows	58
Britvic Annual Report 2011	Consolidated Statement of Changes in Equity	59
Britvic Annual Report 2011	Notes to the Financial Information	60-102
For the 53 weeks ended 3 October 2010
Britvic Annual Report 2010	Chief Executive's Review	15-17
Britvic Annual Report 2010	Financial Review	20-25
Britvic Annual Report 2010	Risks and Uncertainties	28-29
Britvic Annual Report 2010	Independent auditors' report	50
Britvic Annual Report 2010	Consolidated Income Statement	51
Britvic Annual Report 2010	Consolidated Statement of Comprehensive Income	52
Britvic Annual Report 2010	Consolidated Balance Sheet	53
Britvic Annual Report 2010	Consolidated Statement of Cash Flows	54
Britvic Annual Report 2010	Consolidated Statement of Changes in Equity	55
Britvic Annual Report 2010	Notes to the Financial Information	56-95

Reference document	Information incorporated by reference into this document	Page number(s) in reference document
For the 52 weeks ended 27 September 2009
Britvic Annual Report 2009	Chief Executive's Review	13-17
Britvic Annual Report 2009	Financial Review	20-24
Britvic Annual Report 2009	Risks and Uncertainties	28-29
Britvic Annual Report 2009	Independent auditors' report	50
Britvic Annual Report 2009	Consolidated Income Statement	51
Britvic Annual Report 2009	Consolidated Balance Sheet	52
Britvic Annual Report 2009	Consolidated Statement of Cash Flows	53
Britvic Annual Report 2009	Consolidated Statement of Recognised Income and	54
	Expense
Britvic Annual Report 2009	Notes to the Financial Information	55-89

DIRECTORS, PROPOSED DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors	Ronald G. Hanna (Non-executive Chairman) Roger A. White (Chief Executive) Alex B. C. Short (Finance Director)(1) Jonathan D. Kemp (Commercial Director)(1) Andrew L. Memmott (Operations Director)(1) W. Robin G. Barr (Non-executive Director) Martin A. Griffiths (Non-executive Director) all of Westfield House, 4 Mollins Road, Cumbernauld G68 9HD
Proposed Directors(2)	Gerald Corbett John Gibney Joanne Averiss Bob Ivell Ben Gordon John R. Nicolson
Company Secretary	Julie A. Barr
Registered office	Westfield House 4 Mollins Road Cumbernauld G68 9HD
Financial Adviser and Sponsor	Rothschild New Court St Swithin's Lane London EC4N 8AL
Auditors and reporting accountants to the Company	KPMG Audit Plc Chartered Accountants 191 West George Street Glasgow G2 2LJ
	Ernst & Young LLP 400 Capability Green Luton Bedfordshire LU1 3LU
Legal advisers to the Company	Dickson Minto W.S. 16 Charlotte Square Edinburgh EH2 4DF
Registrars	Equiniti Limited Aspect House Spencer Road Lancing BN99 6DA

Notes:

⁽¹⁾ Alex B.C. Short, Jonathan D. Kemp and Andrew L. Memmott will retire as Directors with effect from the Effective Date.

⁽²⁾ The Proposed Directors will become directors of the Combined Entity with effect from the Effective Date, save for John R. Nicolson who will become a director of A.G. Barr on 1 January 2013.

PART I INFORMATION ON THE MERGER

1. Introduction

On 14 November 2012, the boards of A.G. Barr and Britvic announced that they had agreed the terms of a recommended all-share merger of A.G. Barr and Britvic.

The terms of the Merger will provide Britvic Shareholders with 0.816 New A.G. Barr Shares for each Britvic Share held. It is intended 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". Subject to the satisfaction or, where applicable, waiver of the Conditions, it is expected that the Merger will become Effective on 30 January 2013.

2. Summary of the terms of the Merger

Under the terms of the Merger, and subject to the Conditions and certain further terms, 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 472.50 pence on 3 December 2012, the Merger values each Britvic Share at 385.56 pence and the entire issued share capital of Britvic at approximately £935 million.

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

The Scheme and the Conditions relating to the Merger are summarised at paragraph 9 below.

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 and Strathmore brands.

Britvic enjoys a strong relationship with the Pepsi Group and the Pepsi Group is supportive of a combination of A.G. Barr and Britvic. Britvic has exclusive bottling and distribution agreements with the Pepsi Group in Great Britain for a number of Pepsi Group 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 the Pepsi Group. Conditional on the Merger becoming Effective, the Pepsi Group and Britvic have agreed certain variations to the contractual terms of the Pepsi Group 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, the Pepsi Group 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 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 20161. The synergies identified reflect both the beneficial elements and costs and could not be achieved independently.

Overhead cost savings are expected to arise from the elimination of corporate overheads (including administrative costs, support functions, governance and head office costs in HR, finance and IT) 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 use of fixed production costs. It is expected that the Combined Group will be able to benefit from a reconfiguration of the supply chain resulting in improved line efficiencies and a reduction in headcount and the number of factories. Furthermore, it is likely that the new facility that A.G. Barr is in the process of constructing in Milton Keynes will provide new capacity which will offer greater operational flexibility for the Combined Group.

In addition to these cost synergies, the boards of A.G. Barr and Britvic believe that the Merger will provide an opportunity to achieve recurring net revenue synergies through utilising the combined distribution channels, brand portfolios and geographic presence of the Combined Group, which will drive enhanced market access for the Combined Group's products.

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 cost and net revenue synergies of £40 million being realised in 20161.

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.

The realisation of cost synergies 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.

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 document, 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.

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.

5. 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.

6. Management, employees and locations of business

It is proposed that the Combined Group Board 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 A.G. Barr Board upon the Scheme becoming effective. Each of the A.G. Barr Directors stepping down from the A.G. Barr Board is fully supportive of the rationale for the Merger and of its terms and conditions.

Paul Moody and Michael Shallow will step down from the board of Britvic upon the Scheme becoming effective and will not join the Combined Group Board. 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.

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 Combined Group Board 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.

7. Financial and accounting considerations

On a pro forma basis and assuming completion of the Merger had occurred on 28 July 2012, the Combined Group would have had net assets of £584.3 million at that date (based on the net assets of A.G. Barr as at 28 July 2012 and Britvic as at 30 September 2012), as more fully set out in the unaudited pro forma financial information of the Combined Group in Part X: "Unaudited Pro Forma Financial Information of the Combined Group".

The Merger is expected to be earnings enhancing for A.G. Barr Shareholders in the first full financial year following the Effective Date as a result of the earnings of the Britvic Group being consolidated with those of the A.G. Barr Group and before synergies. The realisation of the expected synergies should create significant value for the shareholders of both A.G. Barr and Britvic.

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.

8. 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 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

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 Combined Group Board 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.

9. 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 2 above.

The Merger is subject to the Conditions and certain further terms 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 be 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 Britvic 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 Merger Resolution 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 Directors to allot the New A.G. Barr Shares and to increase the borrowing limits set out in the A.G. Barr Articles 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 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 Britvic 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 allotted and issued pursuant to the Merger will not be allotted and issued to those Britvic Shareholders participating in the Scheme but will be aggregated and sold in the market as soon as practicable after the Effective Date, and the net proceeds of sale paid to such holders in due proportions.

A.G. Barr has reserved the right, subject to the consent of the Panel and with Britvic's prior written consent (such consent to also be required in the case of any offer to be made by A.G. Barr if the Condition summarised in paragraph (e) above 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 June 2013 (or such later date as A.G. Barr and Britvic may agree), it will lapse and the Merger will not proceed.

The Scheme Document setting out the procedures to be followed by Britvic Shareholders in relation to the Scheme is being posted to Britvic Shareholders on or around the date of this document.

10. Antitrust approvals

The Merger is subject to the UK merger control process. A.G. Barr and Britvic have made a notification to the OFT by way of informal submission. This notification has commenced a review process during which the OFT aims to adhere to a 40 working day administrative timetable for consideration of the Merger. At the end of the OFT review period the OFT may approve the Merger unconditionally or subject to undertakings in lieu of reference, or may refer the Merger or any matter arising from it to the Competition Commission.

The Merger will automatically lapse if the Merger or any matter arising from it is referred by the OFT to the Competition Commission prior to the Britvic Court Meeting. The Merger will also lapse if A.G. Barr invokes the relevant Condition as a result of the Merger or any matter arising from it being referred by the OFT to the Competition Commission after the Britvic Court Meeting or as a result of OFT clearance being subject to terms (including as to divestiture remedies) which are not reasonably satisfactory to it and Britvic.

11. 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 1,580,021 Britvic Shares and options over 3,805,468 Britvic Shares which, if the options were exercised in full, would represent 5,385,489 Britvic Shares in total, representing, in aggregate, approximately 2.22 per cent. of Britvic's share capital in issue on 3 December 2012.

Those of the Directors, certain members of their families and related trusts who hold or are beneficially entitled to A.G. Barr Shares have given irrevocable undertakings to vote in favour of the Resolutions at the A.G. Barr General Meeting in respect of, in aggregate, 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 3 December 2012.

12. De-listing and re-registration 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. It is expected that on or shortly after the Effective Date, Britvic will be re-registered as a private company under the relevant provisions of the Companies Act.

13. 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. 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 31 January 2013.

14. Dilution

Subject to the Merger becoming Effective, up to 202,000,000 New A.G. Barr Shares will be issued. This will result in A.G. Barr's issued share capital increasing by approximately 173 per cent. If the Merger becomes Effective, A.G. Barr Shareholders will suffer an immediate dilution as a result of the Merger following which they will hold approximately 37 per cent. of the Combined Entity Ordinary Share Capital.

15. A.G. Barr Shareholder approval

The Merger constitutes a "reverse takeover" (as defined in the Listing Rules) for A.G. Barr. Accordingly, A.G. Barr is seeking the approval of its shareholders for the Merger at the A.G. Barr General Meeting. The A.G. Barr General Meeting has been convened for this purpose and the A.G. Barr Circular convening the A.G. Barr General Meeting has been sent to A.G. Barr Shareholders on or about the date of this document.

The Merger is conditional on, among other matters, the resolution to approve the Merger, the allotment of the New A.G. Barr Shares and an increase to the borrowing limits set out in the A.G. Barr Articles in connection with the Merger being passed by A.G. Barr Shareholders representing more than 50 per cent. of votes cast at the A.G. Barr General Meeting (either in person or by proxy).

Along with other resolutions, a resolution to change the name of A.G. Barr to "Barr Britvic Soft Drinks plc", conditional upon the Scheme becoming Effective or, as the case may be, the Merger Offer becoming or being declared wholly unconditional, will be put to A.G. Barr Shareholders at the A.G. Barr General Meeting. The Merger is not conditional upon the passing of this resolution or any other resolutions to be proposed at the A.G. Barr General Meeting (other than the Merger Resolution).

16. Current trading, trends and prospects

A.G. Barr

The audited restated historical financial information of A.G. Barr for the periods ended 30 January 2010, 29 January 2011 and 28 January 2012 is set out in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr". The unaudited restated historical financial information of A.G. Barr for the six months ended 30 July 2011 and 28 July 2012 is set out in Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012".

On 27 July 2012 A.G. Barr released a pre close trading update which included the following statement:

"Despite the significant impact of unprecedented weather on the market in the early summer, we have delivered solid growth as our brands have responded extremely positively to continued development and investment. Assuming there will be no further deterioration in the market place we anticipate further growth and margin improvements in the second half. We plan to maintain our long term agenda of investing in brands and developing the infrastructure and organisation capable of delivering future growth."

This statement was not intended to be a profit forecast, nor should it be interpreted to mean that the future earnings of A.G. Barr will necessarily match or exceed the historical earnings of A.G. Barr. In particular, the reference to "future growth" was intended to convey the A.G. Barr Board's confidence in its ability to improve the efficiency of its existing distribution channels and increase the number of distribution points which, together with the A.G. Barr Board's confidence in the forthcoming promotional plans and the strength of A.G. Barr's brands, would be expected to lead to an increase in revenues. The reference to "margin improvements" was intended to convey the A.G. Barr Board's expectation that recent input cost pressures would begin to ease in the second half with the weakening of the Euro relative to Sterling, which would be expected to lead to an improvement in gross margins.

For the 52 weeks ended 28 January 2012 A.G. Barr's revenue was £223 million (2011: £209 million) and it made profit before tax of £35 million (2011: £30 million) and profit before tax and exceptional items of £34 million (2011: £32 million) (as extracted without material adjustment from the audited restated historical financial information of A.G. Barr in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr"). For the six months ended 28 July 2012, A.G. Barr's revenue was £122 million (2011: £117 million) and it made profit before tax and exceptional items of £15 million (2011: £16 million) (as extracted without material adjustment from the unaudited restated historical financial information of A.G. Barr in Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012").

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.

Britvic

The audited historical financial information of Britvic for the financial years ended 27 September 2009, 3 October 2010 and 2 October 2011 is referenced in Part VIII: "Britvic Historical Financial Information". The unaudited historical financial information of Britvic for the financial year ended 30 September 2012 is also referenced in Part VIII: "Britvic Historical Financial Information".

As at 30 September 2012 the Britvic Group had cash and cash equivalents of £49.5 million and total assets of £1025.8 million. For the 52 weeks ended 30 September 2012 the Britvic Group's revenue was £1256.4 million (2011: £1290.4 million) and it had operating profit pre-exceptional and other items of £112.7 million (2011: £135.0 million) and profit before tax pre-exceptional and other items of £84.4 million (2011: £105.1 million) (as extracted without material adjustment from Britvic's Preliminary Results referenced in Part VIII: "Britvic Historical Financial Information").

Britvic released its Preliminary Results for the 52 weeks ended 30 September 2012 on 27 November 2012, which included the following statement:

"Britvic has delivered some notable successes in the last twelve months. Our GB carbonates brands, and Pepsi in particular, significantly outperformed the market in this Olympic year, Robinsons squash returned to its two year historic high share of the market, our syrups brands in France increased volume and value share, and the expansion of our US franchise business developed in line with our stated plan.

In other respects, this has been a difficult year for the group and the progress that we made was more than offset by the impact of the Fruit Shoot product recall. Additionally, the negative macro-economic trends, leading to weak consumer confidence and the cold, wet summer endured across most of our markets, weighed heavily on the soft drinks market and Britvic within it.

The Fruit Shoot product recall was regrettable, but necessary in order to protect the safety of our consumers. The business responded quickly and efficiently to manage the situation and refocused our priorities as required over the balance of the year."

Since 27 November 2012 Britvic's trading has progressed in line with its expectations.

Shareholders should read the whole of this document and not just rely on the summarised information above.

17. Overseas Shareholders

United States

The New A.G. Barr Shares 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. Accordingly, the New A.G. Barr Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from the United States absent registration under the US Securities Act or an exemption from registration. It is expected that the New A.G. Barr Shares to be issued pursuant to the Scheme will be issued in reliance upon an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that Act with respect to the New A.G. Barr Shares issued pursuant to the Scheme, A.G. Barr will advise the Court that it will rely on the Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by A.G. Barr as an approval of the Scheme following a hearing on its fairness to Britvic Shareholders at which hearing all such Britvic Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such Britvic Shareholders.

The New A.G. Barr Shares issued to a Britvic Shareholder who was not or will not be an "affiliate" (within the meaning of the US Securities Act) of A.G. Barr or Britvic prior to, or the Combined Entity after, the Effective Date will not be "restricted securities" under the US Securities Act and such New A.G. Barr Shares may be sold by such person in ordinary secondary market transactions without restriction under the US Securities Act.

Under applicable US securities laws, a person (whether or not a US person) who is or will be deemed to be an "affiliate" (within the meaning of the US Securities Act) of A.G. Barr or Britvic prior to, or the Combined Entity after, the Effective Date will be subject to certain US transfer restrictions relating to the New A.G. Barr Shares received in connection with the Scheme. Persons who may be deemed to be affiliates of A.G. Barr or Britvic include individuals who, or entities that, control, directly or indirectly, or are controlled by or are under common control with, A.G. Barr or Britvic and may include certain officers and directors and principal shareholders (such as, for example, a holder of more than 10 per cent. of the outstanding capital stock). Britvic Shareholders who are affiliates may not resell the New A.G. Barr Shares received pursuant to the Scheme without registration under the US Securities Act, except pursuant to an applicable exemption from the registration requirements of the US Securities Act, or in a transaction not subject to such requirements. Britvic Shareholders who believe they may be affiliates for the purposes of the US Securities Act should consult their own legal advisers prior to any sale of the New A.G. Barr Shares received pursuant to the Scheme.

The New A.G. Barr Shares have not been and will not be listed on a US securities exchange or quoted on any inter-dealer quotation system in the United States. A.G. Barr does not intend to take any action to facilitate a market in the New A.G. Barr Shares in the United States. Consequently, A.G. Barr believes that it is unlikely that an active trading market in the United States will develop for the New A.G. Barr Shares.

The New A.G. Barr Shares will not be registered under the securities laws of any state of the United States, and will be issued in the United States in compliance with, or in reliance on, available exemptions from such state law registration requirements.

Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the New A.G. Barr Shares or passed upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

If A.G. Barr exercises its right, subject to the consent of the Panel and Britvic, 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.

Britvic Shareholders who are citizens or residents of the United States should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme or, if A.G. Barr decides to implement the Merger by way of a Merger Offer, the Merger Offer, in their particular circumstances.

The Merger will involve an exchange of securities of a company incorporated under the laws of England and Wales for the securities of a Scottish company and will be subject to UK disclosure requirements. The Merger is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales and is subject to the disclosure requirements and practices applicable in the UK to takeover offers effected by way of schemes of arrangement, which may differ from the disclosure and other requirements of the securities laws of jurisdictions other than the United Kingdom. Financial information included in the relevant documentation will have been prepared in accordance with IFRS.

Other jurisdictions

This document and any accompanying documents may not be treated as an invitation to acquire or subscribe for any New A.G. Barr Shares by any person resident or located in any Restricted Jurisdiction.

The New A.G. Barr Shares have not been, and will not be, registered under the applicable securities laws of any Restricted Jurisdiction. Accordingly, the New A.G. Barr Shares may not be offered, sold, delivered or transferred, directly or indirectly, in or into any Restricted Jurisdiction to or for the account or benefit of any national, resident or citizen of any Restricted Jurisdiction.

The implications of the Scheme for Overseas Shareholders may be affected by the laws of relevant jurisdictions. Such Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements. It is the responsibility of each overseas person who is to receive New A.G. Barr Shares pursuant to the Scheme to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

This document has been prepared for the purposes of complying with English law, Scots law, the Prospectus Rules and the Listing Rules, and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the UK.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.

18. Britvic American Depositary Shares

The Scheme will not be extended to holders of American depositary shares representing Britvic Shares ("Britvic ADSs"). Therefore, if the Scheme becomes effective, The Bank of New York Mellon, as depositary for the Britvic ADS program (the "Britvic Depositary"), will sell the New A.G. Barr Shares it receives in the Scheme as agent for and on behalf of Britvic ADS holders, will 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 deposit agreement governing the Britvic ADSs (the "Deposit Agreement"). Thereafter, the Britvic ADS program will be terminated.

Britvic ADS holders will not be entitled to vote directly on the Scheme and the Merger. However, 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 Deposit 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 Deposit Agreement 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 Deposit 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.

PART II INFORMATION ON THE A.G. BARR GROUP

The following information should be read in conjunction with the information appearing elsewhere in this document, including the financial and other information in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr", Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012" and Part VII: "A.G. Barr Operating and Financial Review". The financial information in this Part II relating to the A.G. Barr Group has been extracted without material adjustment from Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr", Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012" and Part VII: "A.G. Barr Operating and Financial Review".

1. Overview

A.G. Barr is one of the leading soft drinks businesses in the UK, with its head office in Cumbernauld (near Glasgow). The A.G. Barr Group produced over 365 million litres of soft drinks during its 2012 financial year and is a leading supplier of both carbonated and still brands across 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 a focus on both the take-home channel and small retail customers. According to Nielsen, A.G. Barr was the number 10 supplier of soft drinks in the GB take-home channel and the number five supplier in the GB convenience channel during the 52 weeks to 15 September 2012, in each case as measured by value. In volume terms, A.G. Barr was the number nine supplier in the GB take-home channel and the number four supplier in the GB convenience channel during the same period according to Nielsen.

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. IRN-BRU is the largest brand within A.G. Barr's portfolio, generating retail sales of approximately £110 million during the Company's 2012 financial year.

A.G. Barr is also a 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 strategy of A.G. Barr is to create long term value for its shareholders, stakeholders and employees through well-invested consumer brands that have broad and long term appeal.

A.G. Barr has a well-invested asset base and has invested significantly in recent years in both its production and distribution infrastructure.

During its 2012 financial year, A.G. Barr generated total turnover of £223 million, of which 76.7 per cent. was attributable to sales of carbonates and 23.1 per cent. was attributable to sales of stills, with 54.8 per cent. of its turnover generated through sales in England, Wales and Northern Ireland, 42.6 per cent. through sales in Scotland and 2.6 per cent. through sales outside the UK.

2. History and key events

A.G. Barr's business was established in 1875 when Robert Barr set up a soft drinks business in Falkirk. The A.G. Barr Group has successfully developed its business through the combination of long term organic growth, acquisition and innovation. It has developed its core brands (IRN-BRU, Barr, Rubicon and KA), built its franchise business with international brands such as Orangina and Rockstar, and developed its wider portfolio of brands to reach consumers across wider geographic and demographic markets.

Key events and milestones in the development of A.G. Barr's business include:

• 1901 A.G. Barr's iconic brand, IRN-BRU, was first launched in Scotland under the name IRON BREW

• 1904 A.G. Barr & Company Limited incorporated

• 1965 A.G. Barr floated on the Scottish Stock Exchange (which later became part of the London Stock Exchange)

• 1972 Acquisition of the Tizer brand
• 1978 Robin Barr became Chairman of A.G. Barr. Under his guidance, A.G. Barr developed sales and market share in England and Wales
• 1988 Acquisition of the St Clements brand
• 1995 A.G. Barr commenced distributing the Orangina brand in the UK
• 2002 Roger White joined A.G. Barr as Managing Director, becoming Chief Executive in 2004
• 2006 Acquisition of the Strathmore spring water brand
• 2007 A.G. Barr commenced distributing the Rockstar brand in the UK and Ireland
• 2008 "Class 1" acquisition of the Rubicon brand

3. Strategy

A.G. Barr's strategy is to create long term value for its shareholders, stakeholders and employees through well-invested consumer brands that have broad and long term appeal. A.G. Barr's strategy relies on the continued development of:

• its core brands and markets;
• its brand portfolio;
• its route to market;
• its partnerships;
• efficient operations;
• its people; and
• sustainability.

4. Brands

A.G. Barr has been investing in and building its brands for over 100 years and continues to innovate to meet consumers' needs and tastes. A.G. Barr has a diverse portfolio of carbonated and still brands, many of which enjoy strong consumer loyalty. A.G. Barr's brand portfolio covers key sub-sectors of the UK soft drinks market (with the exception of dairy) and A.G. Barr offers a range of flavours and formats to cater for most consumer occasions.

A.G. Barr's portfolio of proprietary brands includes IRN-BRU, Barr range, Rubicon, KA, Barr's Originals, Strathmore, Tizer, D'N'B, St Clements, Simply, Sun Exotic and Findlays.

A.G. Barr has focussed investment around its core brands (IRN-BRU, Barr range, Rubicon and KA) which accounted for approximately 80 per cent. of A.G. Barr's turnover during its 2012 financial year and are expected to drive A.G. Barr's long term business growth.

IRN-BRU

IRN-BRU, often described as "Scotland's other national drink", has been enjoyed by consumers since 1901 and continues to be made to a secret recipe. IRN–BRU has a strong focus on Scotland and is supported by a brand building programme designed to continually drive loyalty and build brand affinity. The brand has made good progress in the north of England in recent years, significantly growing distribution and awareness across that area following a deliberate strategic focus. A sugar free variant of IRN-BRU was launched in 1979, which accounted for 31.7 per cent. of IRN-BRU's total sales revenues during A.G. Barr's 2012 financial year. A limited edition variant, Fiery IRN-BRU, was marketed in Scotland from September 2011 until January 2012. The IRN-BRU brand is available in a wide variety of pack sizes and formats.

Barr range

The Barr branded range of traditional flavoured carbonates (including Appleade, American Cream Soda, Cherryade, Lemonade and Ginger Beer) is positioned to offer consumers great quality at affordable prices. The range was originally sold in returnable glass bottles and primarily available in independent convenience stores across Scotland. However, the range has grown and is now available in a variety of pack sizes and formats and is more widely available in supermarkets and other larger retailers, with significant growth especially in the north of England.

Rubicon

In 2008 A.G. Barr acquired Groupe Rubicon Limited, a UK based branded manufacturer and distributor of exotic juice drinks sold under the Rubicon and Sun Exotic brands. Since the acquisition, A.G. Barr has invested significantly in the Rubicon brand and has extended the brand with the successful launch of different pack sizes, formats and flavours, including the addition of a Mango Light variant. The range includes Guanabana, Guava, Lychee, Mango, Mango Light, Papaya, Passion, Pomegranate and Watermelon. In addition, the portfolio includes the Sun Exotic sub-brand, a range of exotic fruit blends including Fruit Paradise, Citrus Twist, Pineapple & Coconut and Tropical. A.G. Barr has almost doubled the sales revenues of the Rubicon business since A.G. Barr acquired the brands by building upon existing key customer relationships and distributing the brands outside their historic distribution channels. Innovation has also played a part in further building the Rubicon brand with the successful launch of additional flavours, such as Watermelon, and formats including 1.5 litre cartons and 500ml still PET bottles. In 2012, a range of Rubicon tub ice creams for the take-home channel and frozen ice lollies for impulse consumption was launched. The manufacture of these products is outsourced but all commercial activities, including marketing and selling, are carried out by A.G. Barr. Based on Nielsen data, Rubicon is a leading brand in the exotic juice drink category.

KA

The KA brand was launched in the 1960's and is based on authentic Caribbean soft drinks recipes. The brand has grown significantly in recent years and now appeals to a broader range of consumers than its core Afro-Caribbean consumer base. Carbonated flavours include Ginger Beer, Black Grape, Fruit Punch, Mango, Kream Soda, Pineapple and Strawberry. A.G. Barr has further extended the brand by developing and successfully launching four still products based on the best-selling Black Grape, Fruit Punch, Pineapple and Strawberry flavours.

Barr's Originals

A.G. Barr launched its Barr's Originals carbonates brand in 2008, initially in 750ml glass bottles aimed at consumers who enjoy premium, traditional flavoured soft drinks with a twist. The range uses high quality ingredients, traditional recipes and natural flavours and includes Dandelion & Burdock, Ginger Beer, Lemonade, and Cream Soda with a twist of Raspberry. The brand has also extended into additional formats and is now available in both cans and 330ml glass bottles.

Strathmore

In 2006 A.G. Barr acquired the Strathmore spring water business. The Strathmore range of still and sparkling water, originating from a source in the Vale of Strathmore, was acquired for its provenance and leading position in the on-trade. Since the acquisition, A.G. Barr has built the brand equity through marketing, development of packaging and promotion of the brand. A.G. Barr has further developed the Strathmore brand through the launch of Strathmore Twist, a still and sparkling flavoured water product with Blackberry & Strawberry, Cranberry & Raspberry, and Lemon & Lime variants. Strathmore remains a market leading brand in the on-premise channel. A.G. Barr has a licence to extract up to approximately 2.5 million m3 each year from the Strathmore spring, providing A.G. Barr with the volume potential to further develop the brand beyond its existing channels and routes to market.

Tizer

A.G. Barr acquired the Tizer brand in 1972. Historically Tizer was a core brand in the North West of England and retains much of that heritage today. Tizer remains an important part of A.G. Barr's portfolio but it is not a core brand and, as such, it does not receive significant marketing support.

D'N'B

D'N'B, which is made using real extracts to achieve its unique dandelion and burdock flavour, is the only branded Dandelion & Burdock drink retailing in the UK. It is popular in the north of England where it has achieved steady sales performances over the last three years.

St Clements

A.G. Barr acquired the St Clements brand as part of its acquisition of Mandora St Clements Limited in 1988. St Clements was originally a hi-juice squash brand but in recent years has been developed by A.G. Barr into a wide ranging juice brand, including smoothies and pure juice products.

Simply

The Simply range was launched to offer consumers and retailers choice in the children's juice drink sector. The brand seeks to occupy the commercial and price territory between the market leading brand and private label brands. The range comprises Simply Citrus (Orange and Peach flavours), Simply Fruity (children's juice drinks with Apple, Apple & Blackcurrant, Orange, and Strawberry flavours) and Simply Pure Fruit (Apple or Orange flavours targeted at children). In May 2011, A.G. Barr extended the Simply range by launching Simply Squash, a diluting drink offered in Orange and Apple & Blackcurrant flavours, and Simply Juicy, a fruit juice drink to compete in the juice drinks segment.

Findlays

A.G. Barr supplies 19 litre water cooler units, primarily in Scotland, dispensing natural mineral water under the Findlays brand name. The water is bottled at source from the Findlays spring located at the foot of the Lammermuir hills in East Lothian. The Findlays water cooler business operates with a small dedicated team under the management control of A.G. Barr's Scottish commercial management structure.

5. Franchise partnerships

A.G. Barr has developed its franchise brand business, with a view to growing its franchise brands in the market to the joint commercial benefit of A.G. Barr and the relevant franchise brand owners.

Orangina

A.G. Barr has held the franchise to manufacture and distribute Orangina products throughout the UK since 1995. Orangina is a popular orange carbonated brand, with a range of formats and variants. A.G. Barr has renewed its existing franchise arrangement with the Orangina Schweppes Group to manufacture and distribute the Orangina brand throughout the UK until 2014. A.G. Barr also distributes Snapple, a fruit based drink, in the UK on behalf of the Orangina Schweppes Group who hold the master licence for the Snapple brand in Europe.

Rockstar

In 2012, A.G. Barr extended its existing franchise arrangement with Rockstar, Inc. to manufacture and distribute Rockstar energy drinks throughout the UK and Ireland until 2024, extending the successful partnership which began in 2007. The Rockstar energy brand has benefited from significant growth in consumer demand and a strong programme of sales execution. When the brand was launched in the UK in 2007, three flavours were available in 500ml can format, however product innovation has played an important role in driving brand growth, with developments including the launch of Rockstar Xdurance and Rockstar Recovery (a non-carbonated energy drink). In the UK and Ireland, Rockstar now has a strong growth platform, increasing consumer awareness and a wide range of differentiated products.

6. International business

A.G. Barr has further developed its key brands, IRN–BRU and Rubicon, by successfully introducing them in a controlled manner into markets outside the UK. A.G. Barr made its first strategic international move in 1998 by introducing IRN-BRU into the Russian market. On a broader front, A.G. Barr seeks to sell its products into certain overseas markets where it sees the potential for its brands to develop.

A.G. Barr sells a number of its own brands (principally IRN-BRU and Rubicon) through its export operations to markets outside the UK which, alongside its franchise brand business, accounted for approximately 2.6 per cent. of A.G. Barr's turnover during its 2012 financial year.

In February 2012, A.G. Barr extended its franchise arrangement with PepsiCo Holdings LLC for the licence, manufacture and distribution of IRN-BRU in Russia and certain other CIS member states until February 2017, extending the successful partnership which began in 2002.

While A.G. Barr will continue to seek to expand its international sales as commercially viable opportunities arise, A.G. Barr management expects the UK to remain the core growth opportunity for A.G. Barr's products for the immediate term.

7. Brand development and innovation

Brand development and innovation are critical components of A.G. Barr's strategy of developing its brands for the long term and, alongside organic growth and acquisition, are the key drivers of future growth for A.G. Barr. Central to A.G. Barr's strength in brand development and innovation is its detailed insight into consumers, their preferences and shopping behaviour. This insight is backed up by extensive and ongoing external research on a wide range of UK customers. A.G. Barr aims to understand consumer needs and tastes and seeks to develop its product offering to meet consumers' evolving preferences, targeting growth opportunities.

A.G. Barr has made significant investment in its teams and processes, as well as its facilities, to better deliver successful innovation to the market. A.G. Barr operates a full product development process across customer insight and markets, technical and packaging development, through to sales execution and post project evaluation.

New products and packs developed via the innovation process accounted for approximately 3.4 per cent. of A.G. Barr's sales during its 2012 financial year. In addition, the launch of the Rubicon brand into a completely new category through the development of Rubicon ice cream products further demonstrates A.G. Barr's capacity to successfully develop and launch new products into the market.

A.G. Barr's future development plans will be driven by consumer insight and will be focussed on its core brands (IRN-BRU, Rubicon, KA and Barr range), with particular emphasis on the development of flavours, formats and packaging.

8. Intellectual property

A.G. Barr strives to protect its brands and trade marks, including, where appropriate, by taking action in respect of suspected infringements. A.G. Barr seeks to register trade marks in countries in which it generates significant sales revenues, or where it generates limited sales revenues but plans to significantly increase its sales in the near future.

9. Customers and sales channels

A.G. Barr has actively sought to develop a diverse range of routes to market by establishing the capability and infrastructure to sell products through the take-home, convenience, on-trade and leisure and catering channels across the UK and Ireland. A.G. Barr also trades internationally (see paragraph 6 "International business" above). A.G. Barr has established relationships across the major channels in the UK market, providing access to a wide range of customers and a broad range of final consumers.

A.G. Barr supplies selected customers who provide key growth opportunities with chiller equipment across a range of sectors and has numerous arrangements with independent vending operators.

A.G. Barr aims to understand its customers' businesses and to work in collaboration with them to find successful consumer propositions in their outlets. A.G. Barr has invested significantly in its customer facing teams to ensure that its brand led activity is activated in all channels (including in-store merchandising, shelf and retail ready displays, and in-store promotions) all of which create interest and visibility in its brands and help to utilise the consumer marketing campaigns to drive overall brand awareness. All of A.G. Barr's customer relationships are conducted by A.G. Barr employees and no third party selling takes place.

10. Customer management

A.G. Barr's customer management activities include joint business planning with existing customers, prospecting new potential customers, teleselling and providing technical and logistical support to customer accounts. In addition, A.G. Barr's frontline sales staff visit customers' premises to sell products and coordinate commercial plans, take orders, build product displays and manage fixture execution. A.G. Barr also provides an equipment management service in relation to its customer chiller and vending equipment.

11. Infrastructure and operations

A.G. Barr operates from 11 sites across Great Britain, with its largest site at Cumbernauld which includes its headquarters. It has invested significantly in its infrastructure over the last seven years to improve capacity, flexibility and efficiency, principally through the consolidation of old operational assets into newer, wellinvested production sites. A.G. Barr's supply chain is split into primary and secondary distribution, with much of its primary distribution and storage outsourced to the Eddie Stobart Group.

Production

A.G. Barr has production facilities at four locations:

• Cumbernauld (produces both still and carbonated products and has three PET lines, one can line and one glass line);
• Forfar (produces Strathmore products and has one glass line and one PET line);
• Tredegar (produces still juice drinks and has four carton lines); and
• Pitcox (fills 19 litre water coolers and has one line).

Over the last seven years, A.G. Barr has invested significantly in its production capability. In particular, A.G. Barr has invested approximately £50 million in its production, warehousing and distribution facilities at Cumbernauld, providing capacity to consolidate its former Atherton and Mansfield sites, improving both efficiency and material usage.

A.G. Barr is currently constructing a new production and warehousing facility at Magna Park in Milton Keynes which is expected to be operational in the late summer of 2013 and which will initially support a canning production facility and warehousing, with subsequent PET capacity planned to be installed. A.G. Barr has acquired the associated land and buildings and is considering purchase and lease options for approximately £20 million of equipment to fit out the facility.

A.G. Barr seeks to achieve the highest standards of production and operational quality with regard to its products. To achieve this goal, A.G. Barr employs considerable resources in manpower, equipment and management systems, which are regularly monitored in light of best industry practices and technological developments. In addition, A.G. Barr has resources dedicated to health, safety and the environment. The processes and systems in place are designed to ensure high standards of legislative compliance and product integrity and such processes and systems are subject to regular review and revision in response to changes in legislation and external best practice benchmarking.

Distribution

A.G. Barr operates both primary and secondary storage and distribution networks. Primary storage is principally carried out at key production locations at Cumbernauld and Forfar, with the Tredeger site supplying finished products to a storage facility at Luttterworth in Northamptonshire operated by the Eddie Stobart Group. These primary storage sites supply products either directly to larger customers or to secondary distribution points, of which A.G. Barr operates five direct-to-store depots in England and one depot in Cumbernauld.

Administration

A.G. Barr's five depots, located at Moston (near Manchester), Wednesbury (near Birmingham), Walthamstow (in London), Sheffield and Newcastle, deal with sales, administration and distribution of products to the convenience channel in England and Wales. A.G. Barr also operates two regional sales, marketing and administration offices located at Middlebrook (near Bolton) and Wembley (in London). In addition, A.G. Barr's head office in Cumbernauld provides centralised administration services, including HR, health and safety, and certain financial and corporate functions.

Procurement

A.G. Barr purchases raw materials (including sugar, fruit pulp, juice and flavour compounds, PET, glass bottles, aluminium cans and other packaging materials) from suppliers located in Continental Europe and beyond. A.G. Barr operates a multi-supplier sourcing policy wherever practicable in order to reduce the risk of supplier default affecting its business and customers. A.G. Barr has established strong relationships with key suppliers over many years and looks to work in partnership with its leading suppliers to ensure best quality and cost effective sourcing.

A.G. Barr manages the risks associated with the cost of its commodities and other raw materials through a number of risk management activities, which are managed by its Treasury Committee. A.G. Barr adopts centralised purchasing arrangements with a view to ensuring that the best possible terms are negotiated for the supply of materials. A.G. Barr enters into a variety of fixed-term and fixed-price contracts for many of these materials in order to minimise the risks associated with any movement in their market price. A.G. Barr also enters into forward purchasing and currency hedging arrangements to mitigate the effects of price or currency movements in relation to the acquisition of key raw materials.

Business efficiency initiatives

A.G. Barr has invested in efficiency projects across its operations, from the sourcing of raw materials, the design of its packaging materials through to its manufacturing, distribution and administration facilities across its business. Major efficiency initiatives have included:

• consolidating its Scottish supply chain infrastructure into a single operation at Cumbernauld;
• the closure of its Mansfield and Atherton sites;
• the roll-out and subsequent further expansion of a new CRM system and other IT linked investment;
• upgrading its Cumbernauld manufacturing capability, including an upgrade to the speed of its can line, its tunnel pasteurising capability and its PET filling capacity;
• investment in warehousing and mango processing equipment at its Tredegar site, allowing improved raw material costs;
• increased warehouse throughput at its Cumbernauld site; and
• updating the Company's fleet of commercial vehicles, including the addition of 37 new commercial vehicles during its last two financial years.

12. Advertising

A.G. Barr's advertising is brand-specific and aimed at building consumer and customer affinity and enjoyment of A.G. Barr's brands. Trade marketing includes purchasing advertising space in trade magazines, often in connection with the roll-out of a new product or a brand extension. Consumer advertising includes the promotion of a specific brand through multiple media routes (including television, radio, newspapers, magazines and digital media), either on a regional or national basis, and through sports sponsorship (including sports and sports related media coverage). Iconic advertising for the IRN-BRU brand has been a feature for many decades, including the famous "Made in Scotland from Girders" and "Snowman" campaigns.

A.G. Barr has made extensive use of sports association and sponsorship to support its IRN-BRU and Rubicon brands in recent years. IRN-BRU is sponsor to the Scottish Football League and is an official partner of the Irish Football Association. IRN-BRU is also the official soft drink of the Rugby Football League and Super League and has sponsored Sky Sports' broadcast coverage of the Rugby Football League. A.G. Barr has also developed the Rubicon brand's association with cricket through various sponsorship arrangements with both individual cricket players and specific team events.

A.G. Barr has also invested in a range of digital activities across its key brands which now have a presence across all key social media sites. A.G. Barr will continue to develop its use of new and emerging technology to ensure its brands are at the forefront of consumer communication platforms.

13. Employees

A.G. Barr currently employs approximately 980 personnel, of whom approximately 790 are involved in production and distribution and approximately 190 in administration roles.

A.G. Barr has an experienced management team with a demonstrable record of delivering profitable growth. The four executive directors of A.G. Barr have, in aggregate, 90 years of FMCG experience, including, in aggregate, 45 years' experience within the A.G. Barr Group.

A.G. Barr aims to build competency, capability and leadership across its business, and continues to invest in developing all its employees through a wide range of training and development programmes. A.G. Barr also promotes employee well-being and offers a range of benefits to employees.

In 2012, a number of A.G. Barr's sites achieved silver accreditation under the Investors In People programme, building upon the group-wide bronze status achieved in 2010. This external assessment has allowed A.G. Barr to benchmark its performance, as well as identify areas for further improvement in the performance and development of its people across the A.G. Barr Group.

14. Corporate social responsibility

Corporate responsibility ("CR") related to employees, the environment, consumers and community is an integral part of A.G. Barr's business and strategy. A.G. Barr has set out a "do the right thing" CR agenda and aims to ensure that its employees and sites across its business are included in this programme. A.G. Barr has a defined and communicated corporate social responsibility policy and programme and its current and recent policies and initiatives include:

• In 2011, A.G. Barr adopted its "Do the Right Thing" CR employee engagement programme which has been rolled out across all of its sites. The programme seeks to raise awareness and encourage employee participation in CR initiatives.
• A.G. Barr is committed to embracing sustainable energy sources and reducing CO2 emissions, reducing its energy consumption, waste water volumes and its total water consumption, sending zero manufacturing waste to landfill, reducing the amount and improving the sustainability of its packaging, and reducing the environmental impact of its transportation activities.
• In 2010, A.G. Barr joined a UK-wide initiative to reduce household food waste and reduce packaging waste in the grocery supply chain. Working with Zero Waste Scotland, A.G. Barr has taken steps to reduce the amount of packaging used across its range of products. A.G. Barr has successfully achieved significant reductions in the packaging weight of many of its PET bottles and all Strathmore glass bottles.
• A.G. Barr seeks to market its products in a responsible manner in order to build trusted consumer relationships. Guideline daily amount labelling has been deployed across all product packaging for many years to provide consumers with information on the nutritional composition of its products, enabling them to make informed choices.
• A.G. Barr aims to make a positive contribution towards local communities by using its people, experience and financial resources to support many local causes, fundraising activities and charity organisations. In 2011, A.G. Barr established The A.G. BARR Site Community Fund, a community fund which offers additional support to community and charity groups operating in the vicinity of A.G. Barr's 11 sites. A.G. Barr has also entered into a partnership with The Prince's Trust to support the work of The Trust by investing in a number of its core community programmes across the UK, with a particular focus on Scotland. A.G. Barr's employees are encouraged to develop their own fundraising initiatives and get involved in the work of The Trust.

PART III INFORMATION ON THE BRITVIC GROUP

The following information should be read in conjunction with the information appearing elsewhere in this document, including the financial and other information in Part IX: "Britvic Operating and Financial Review" and Part VIII: "Britvic Historical Financial Information". The financial information in this Part III relating to the Britvic Group has been extracted without material adjustment from Part IX: "Britvic Operating and Financial Review" and Part VIII: "Britvic Historical Financial Information", which have been incorporated into this document by reference.

1. Overview

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

Britvic has a successful long-standing relationship with the Pepsi Group as described in paragraph 10 "Relationship with the Pepsi Group" below. This relationship gives Britvic the exclusive right to manufacture and distribute the Pepsi and 7UP brands (among others) in GB and Ireland, the right of first refusal to all new carbonated drinks developed by the Pepsi Group for distribution in GB and Ireland and, to support the development of its carbonates offering, access to the Pepsi Group's consumer and customer insight, competitor intelligence, marketing best practice, brand and product development expertise and technological know-how.

In GB take-home, Britvic's customers include the "Big 4" supermarkets (Tesco, J Sainsbury, Asda and Wm Morrison) and other important grocery retailers. The Britvic Group also has significant supply arrangements with a number of key players in the GB pub sector and leisure and catering channels. In Ireland, Britvic has a strong presence in supermarkets, convenience outlets and the licensed wholesale channel. In France, Britvic is mainly focused on hypermarkets and supermarkets.

Through Britvic International, the Britvic Group has built on the success of the Robinsons and Fruit Shoot brands by introducing them into markets outside GB (including the Netherlands and Belgium). Britvic International now exports products across more than 50 countries and Britvic Worldwide Brands is responsible for Britvic's international franchise business.

Britvic's current operations comprise Britvic Soft Drinks (GB), Britvic Ireland, Britvic France, Britvic International and Britvic Worldwide Brands.

Collectively Britvic employs approximately 3,300 people and sells 2.1 billion litres of soft drinks each year.

The Britvic Group's revenue for the 52 weeks ended 30 September 2012 was £1256.4 million and it had an operating profit pre-exceptional and other items of £112.7 million and profit before tax pre-exceptional and other items of £84.4 million (as extracted without material adjustment from Britvic's unaudited Preliminary Results referenced in Part VIII: "Britvic Historical Financial Information"). The Preliminary Results also state that the Britvic Group had gross assets of £1025.8 million as at 30 September 2012.

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

2. Background and history

The roots of Britvic can be traced back to a Chelmsford chemist who started producing flavoured mineral waters in the mid-nineteenth century. Britvic was established in 1986 when Bass (now IHG), Whitbread and Allied Breweries (now Pernod) merged their respective soft drinks businesses to form Britannia Soft Drinks Limited, of which Britvic is now the parent company.

Britvic was originally established to act as the soft drinks supplier to the pub estates of these three shareholders. However, through the development of supply arrangements with customers other than the shareholders, Britvic ceased to be reliant on its shareholders' supply contracts and was able to establish itself as a market leading soft drinks supplier in its own right.

Key events and milestones in the development of Britvic's brand portfolio include:

1987: Acquisition of the Tango brand from Beechams

Entry into an exclusive 20-year bottling agreement for Pepsi and 7UP in GB Total soft drinks volume produced by the Britvic Group approximately 740 million litres

• 1995: Acquisition of the Robinsons brand from Reckitt & Colman Total soft drinks volume produced by the Britvic Group first exceeds 1 billion litres
• 1998: Launch of J2O in the licensed on-trade
• 2000: Acquisition of Orchid Drinks (bringing the Amé, Purdey's and Aqua Libra brands into the portfolio). Launch of Fruit Shoot
• 2002: Acquisition of the full rights for the Red Devil brand in the UK and the Republic of Ireland
• 2004: Acquisition of the water business of Benjamin Shaw & Sons Limited, including the Pennine Spring brand Exclusive Bottling Appointments with the Pepsi Group renewed for a further 15 years (with a five year
• extension on flotation) 2005: Flotation on the London Stock Exchange
• Launch of drench, a new premium water brand
• 2007: Acquisition of soft drinks business of C&C Group plc, forming Britvic Ireland
• 2008: Fruit Shoot exported to Alabama, offering availability in the USA for the first time
• 2010: Acquisition of Fruité Enterprises SA, forming Britvic France Australia franchise established for Fruit Shoot
• 2011: USA distribution agreements entered into for Fruit Shoot in the Carolinas, Florida, Georgia, Texas, Kentucky and Ohio
• 2012: 15 year agreement reached with Pepsi Bottling Ventures to manufacture Fruit Shoot in the USA Total soft drinks volume produced by the Britvic Group: 2.1 billion litres

3. Strategy for growth

Britvic's strategy is to seek to deliver strong revenue and profit growth and realise attractive cash returns. The business aims to be both an international brand owner and the Pepsi Group's preferred partner. To achieve these aims, Britvic has built a strategy around growth, underpinned by innovation, driving distribution and average realised prices. The key building blocks to this strategy are:

• Capitalising on its portfolio breadth and depth
• Building the strength of its unique brands
• Continually innovating in all that it does
• Leveraging insight
• Accelerating contribution from the international growth of its brands
• Building business scale through acquisitions

4. Britvic's primary resources

The primary resources that Britvic uses to achieve its results are a strong product portfolio, proven brand development and innovation, its relationship with the Pepsi Group, extensive customer reach, and a well-invested infrastructure.

Product portfolio

Britvic has an extensive portfolio of stills and carbonates brands in GB, including Robinsons, Pepsi, 7UP, Tango, J2O and Fruit Shoot. The breadth and depth of Britvic's portfolio enables it to target consumer demand across a wide range of consumption occasions and across all relevant routes to market.

Britvic Ireland owns a number of leading brands in the Republic of Ireland and Northern Ireland, including Club, Ballygowan and MiWadi as well as the rights to the Pepsi, 7UP and Mountain Dew brands. In France the portfolio includes the leading syrup brand Teisseire as well as Moulin de Valdonne, Pressade and Fruité.

Key brands

Robinsons (Number one squash brand in UK)1

For generations, children have been raised on Robinsons great-tasting fruit squashes and Robinsons is the UK's number one squash brand, with a range that includes both full sugar and no-added sugar squash, Fruit & Barley, Barley Water and Robinsons Select. At the Wimbledon tennis tournament in 1935 Robinson's Barley Crystals were mixed with lemon juice, water and sugar, creating an instant sensation and starting the brand's long association with The Championships. Robinsons was the 10th most valuable grocery brand in 2010 (the latest period for which data is available).

J2O (Number one still juice drink in the licensed trade)2

Launched in 1998, Britvic's J2O range of soft drinks is a grown-up alternative to alcoholic drinks. After its launch, J2O quickly became a firm favourite in GB's pubs, clubs and bars. J2O is available in a range of fruit flavours: Orange & Passion Fruit, Apple & Mango, Apple & Raspberry and Peach & Papaya. The brand has also introduced successful limited editions including Diamond Berry, which celebrated the Queens's Diamond Jubilee and Glitterberry for the festive season.

Fruit Shoot (Leading children's brand)

In 2000 Britvic launched Fruit Shoot, a range of drinks designed to appeal to children. Every detail of the Fruit Shoot range, from the refreshing flavours to the sports bottles, is designed to encourage children to keep hydrated. The range also includes Fruit Shoot Hydro and Fruit Shoot My 5, which blends spring water and natural fruit juice and counts towards a child's recommended five-a-day fruit and vegetable intake. Fruit Shoot contains only natural flavours and colours.

Pepsi (Number two cola brand)3

Around the world, millions of people enjoy Pepsi every day. Pepsi Max is Britvic's best-selling Pepsi flavour, offering maximum Pepsi taste with none of the sugar. Pepsi Regular and Diet Pepsi are also available throughout the UK and across the globe. The 'Pepsi' name combines two of its original ingredients, pepsin and kola nuts. Pepsi quickly became a popular drink, with young and old enjoying its refreshing, energising taste.

7UP (UK's fastest growing lemon and lime drink by value)4

The light, refreshing flavour of 7UP is a result of its 100 per cent. natural fruit flavours and zero colourings, preservatives or caffeine. 7UP Free is the popular sugar-free option and 7UP Cherry is also available.

Tango (Award-winning advertising)

Tango's proud history of fruit-flavoured refreshment began in 1950 and the brand was acquired by Britvic in 1987. In 2011 Britvic released the limited edition Turbo Tango, which used new technology to create an ingenious squirty can. Tango is available in Orange, Apple and Cherry flavours. Tango is famous for its irreverent TV advertising that has cemented its reputation amongst its core target market.

drench and juicy drench spring water

Launched in 2008, every drop of drench water spends up to 50 years filtering through sandstone before being bottled at a Yorkshire spring. In 2009 Britvic launched juicy drench spring water, which provides all the hydration benefits of water with a juicy fruit taste and is available in three flavours – Orange & Passionfruit, Cranberry & Raspberry and Blackcurrant & Apple. juicy drench spring water was reformulated in 2012 using purified stevia extract as an alternative sweetener to sugar.

Gatorade

The world's leading sports drink, Gatorade is tested to ensure it provides the optimum levels of carbohydrate, fluids and minerals to help people perform at their best. The lab-tested electrolytes – sodium,

¹ Nielsen "Squash in total coverage" data, moving annual total to week ending 29 September 2012.

² CGA "Still Juice Drinks – volume and value – GB" Brand Index to 7 July 2012.

³ Nielsen "Cola in total coverage" data, moving annual total to week ending 29 September 2012.

⁴ Nielsen "Fruit Carbs in total coverage" data, moving annual total to week ending 29 September 2012.

potassium and chloride – help replenish the minerals lost during exercise, while the 6 per cent. carbohydrate solution is shown to be the optimal amount to boost performance. Gatorade is the UK's first sports drink to contain only natural flavours, colours and sweeteners.

Lipton Ice Tea

Lipton Ice Tea is one of the major players in the global market. While ice tea is a relatively new phenomenon in GB, cold hot drinks is now the fastest growing soft drinks category in the UK and Lipton Ice Tea is available in five flavours: lemon, peach, mango, green tea and green lemon.

SoBe V Water

Spring water, a dash of real fruit and a sprinkle of essential vitamins and minerals is all that goes into a bottle of SoBe V Water. SoBe is short for South Beach in Miami.

The brand was reformulated in 2012 to become the first GB soft drinks brand to contain purified stevia extract as an alternative sweetener to sugar, with each bottle containing just ten calories or less.

Mountain Dew Energy

Mountain Dew Energy packs a powerful punch of flavour, energy and caffeine and is available in original and sugar-free varieties. Mountain Dew was first mixed in the 1940s in the US. The drink's flavour and syrupy texture won many fans, and it is now one of America's most popular fizzy drinks. Mountain Dew Energy was launched by Britvic in the UK in 2010, becoming that year's most successful soft drink launch.

SoBe Pure Rush

Launched in 2011, SoBe Pure Rush was crafted to appeal to health-conscious consumers who want a pick-me-up. SoBe Pure Rush is part of the SoBe range of drinks that contain only natural ingredients. With caffeine, guarana, ginseng and B vitamins, SoBe Pure Rush is available in a number of variants which contain only natural flavours and colours and no preservatives.

Britvic

A much-loved fixture in the nation's pubs and clubs, Britvic juices and mixers have been enjoyed since 1938. The Britvic range includes mixers (such as tonic water), cordials and a range of 100 per cent. fruit juice varieties. The British Vitamin Product Company from where Britvic takes its name, set out to provide a convenient, affordable source of vitamin C in the aftermath of an economic depression, and its vitamin-rich bottled juices quickly became popular. The original Britvic brand was launched in 1947 and a range of mixers was launched in 1972, with Britvic 55 arriving in 1978.

MiWadi

Launched in the 1920s, MiWadi is Ireland's leading squash brand. It is available in a range of full and no-added sugar flavours, both in single and double concentrate. The brand has grown in each of the past three years and is famous in Ireland for its long established advertising proposition, "it's not your wadi, it's mi wadi".

Club

Club is Ireland's biggest fruit carbonate brand. Launched in the 1930s, it is a high quality, high juice recipe, using the whole of the fruit to create a unique taste, with the 'bits' in. Club is also available as a mixer range and is the second largest brand in both retail and licensed mixers.

Ballygowan

Ballygowan is the largest bottled mineral water brand in the Republic of Ireland1. It is bottled at source from a well which dates back to the thirteenth century, at Newcastle West, County Limerick. The brand has recently been relaunched and repackaged and is now available in all relevant deferred, convenience and on-premise formats.

¹ Nielsen Republic of Ireland, "Top 10 soft drinks brands in market" – BI Fiscal, YTD to 9 September 2012.

Teisseire

Teisseire is one of the oldest French consumer brands, dating back to 1720, with high levels of brand awareness. It is the leading syrup brand in France in the take-home grocery channel. The brand has a strong packaging heritage and invented the first syrup can and the first shaped can. In 2011, Britvic France successfully introduced Fruit Shoot under the Teisseire brand.

Pressade

Pressade is the "challenger" brand in the ambient fruit juice category in France and has enjoyed double digit growth in the past few years. Since launching an affordable organic fruit juice range, Pressade has become the number three brand in the category.

Moulin de Valdonne

Moulin de Valdonne is a premium syrup brand, aimed at adults. Originating from the south of France, it now has national distribution and is the leading brand in the premium syrup sector.

Proven brand development and innovation

Britvic constantly seeks to develop its portfolio to meet evolving consumer preferences and to target key growth sub-categories. In order to do this, Britvic has made significant investment in the facilities and processes utilised to deliver developments to, and support the marketing of, its brand portfolio.

Central to Britvic's strength in brand development and innovation is its detailed insight into consumers, their preferences and shopping behaviour. Britvic's innovation team is responsible for the product development process, from identification of consumer trends and opportunities, through concept design, development and testing to product launch. This integrated approach has enabled Britvic to develop its core brands and successfully extend them into new subcategories.

Recent innovation in GB includes J2O, with a new pack design and formulation including the special edition Diamond Berry (containing edible silver glitter).

In Ireland, recent innovation includes MiWadi Double Concentrate and the Ballygowan relaunch.

In France, recent innovation includes the successful launch of Teisseire Fruit Shoot, Teisseire 0% (no sugar variant), Fruité Superfruit and the Pressade organic nectar range.

Other successful innovations of the Britvic Group include, amongst others, the development of the Fruit Shoot brand, juicy drench spring water, Robinson's Double Concentrate and various packaging innovations.

With the Pepsi Group, Britvic has developed major launches including Pepsi Max, Lipton Ice Tea, SoBe Pure Rush and Mountain Dew Energy, and introduced carbonates packaging innovation including 250ml cans and 600ml PET bottles. Other recent innovation with the Pepsi Group includes SoBe V Water, which is the first UK soft drinks brand to contain purified stevia extract as an alternative sweetener to sugar, with each bottle containing just ten calories or less.

Extensive customer reach and well-invested infrastructure

Britvic benefits from a strong customer base including in the take-home channel, licensed on-trade, leisure and catering channels and in international markets.

In the GB take-home market, Britvic's customers include the "Big 4" supermarkets (Tesco, J Sainsbury, Asda and Wm Morrisons) together with a number of other important grocery retailers. Britvic is the number one supplier to the licensed on-trade and has significant supply arrangements with a number of key players in the sector. A number of Britvic's brands such as Robinsons, Pepsi and Tango, reflecting their category leading positions, are considered by the Directors to be "household names" for these retailers. As a result of these relationships, according to Nielsen, Britvic's products are available (based on a Sterling-weighted distribution) at over 97 per cent. of the points of sale for soft drinks in take-home. Its position in take-home is further enhanced by its relationships with the cash and carry wholesalers that supply smaller independent retailers. The Britvic Group is the number one soft drinks supplier to the licensed on-trade and has significant supply arrangements with a number of the key players in the pub sector (including Mitchells & Butlers PLC, Whitbread, JD Wetherspoon and the Spirit Group, some of the largest managed pub companies in the UK).

Britvic Ireland operates across all the main sales channels, with key customers including Musgraves, Tesco, Dunnes and BWG.

Britvic France products are distributed by all major take-home grocery customers. Key customers include Carrefour, Galec, Auchan and Intermarché.

Britvic has created a franchise business through Britvic Worldwide Brands based in Ireland. Through this franchise business, Fruit Shoot is now distributed in the US with four partners in eight states.

Through Britvic International, the Britvic Group has built on the success of the Robinsons and Fruit Shoot brands by introducing these products into markets outside GB. Britvic International is responsible for the sales of Britvic-owned brands outside GB and to travel customers such as airline and passenger shipping customers.

Britvic also has a well-invested and flexible group production capability and distribution network that enables its soft drinks to be made available to consumers across all of its operating territories.

5. Recent developments in Britvic's business

Britvic became a publicly traded company and floated on the main market of the London Stock Exchange on 14 December 2005.

Since its flotation, Britvic has expanded through a combination of substantial organic growth and a series of strategic acquisitions. Notable acquisitions include the soft drinks business of C&C Group plc in 2007, forming Britvic Ireland, and Fruité Enterprises SA on 28 May 2010, forming Britvic France.

Britvic GB has developed its single serve portfolio for the on-the-go opportunity by extending the franchised brands from the Pepsi Group with the franchise rights for Mountain Dew Energy, Lipton Ice Tea, SoBe Pure Rush, SoBe V Water and the development of its owned brand portfolio such as drench, juicy drench spring water and Fruit Shoot Hydro.

As noted above, Britvic has created a franchise business through Britvic Worldwide Brands based in Ireland. The initial success of this has been the establishment of a franchise business for Fruit Shoot in Australia with a soft drinks business called Bickford's. In the US Fruit Shoot is now distributed in eight states with four partners, Buffalo Rock (Alabama), Pepsi America Beverages (Florida, Georgia and Texas), Pepsi Bottling Ventures (North and South Carolina) and Gross and Jarson (Ohio and Kentucky). Furthermore with Pepsi Bottling Ventures the Britvic Group now has an agreement for local manufacturing which means that concentrate compound is sent from Ireland to the US for production in market.

6. Intellectual property

The Britvic Group strives to protect its intellectual property; including, where appropriate, by taking action in respect of suspected infringements. The Britvic Group registers and protects trade marks and designs in countries in which the Britvic Group trades, or may trade in the future. Its core trade mark and design strategy is to seek to register the key brands and trade marks (for example, Robinsons, Britvic, Fruit Shoot, J2O, Teisseire and related packaging) in all significant markets (for example, European Union countries, the US and Australia). The Britvic Group also seeks to register key brands and trade marks and all other trade marks in any international market where management believes there is, or could be, a commercial opportunity. The Britvic Group also strives to protect through patents and designs any intellectual property arising from its innovation and pays serious attention to its position in the market and freedom to operate.

The Britvic Group owns all of the brands it uses in the business, with certain material exceptions including:

• the Pepsi and 7UP trade marks and the other trade marks for brands franchised by the Pepsi Group which Britvic is permitted to use in GB, the Isle of Man, Gibraltar (unless and until it becomes a Spanish possession) and Ireland (see paragraph 10 "Relationship with the Pepsi Group" below). The Pepsi Group must approve all advertising and consumer promotion strategies and materials which relate to the Pepsi and 7UP brands;

• the Red Devil trade mark is owned for use in the UK and Republic of Ireland only; and
• Shandy Bass is licensed to Britvic from Brandbrew S.A. for use worldwide.

7. Employees

Britvic employs approximately 3,300 people. The Directors believe that developing the Britvic Group's organisational capability is crucial to the Britvic Group's continued growth and, accordingly, the recruitment, development and retention of talented people is a key pillar of the Britvic Group's strategy. Given the diverse nature and geographical spread of its workforce, Britvic has introduced a number of initiatives to allow its employees to work more effectively and collaboratively, including the establishment of its new head office in Hemel Hempstead and improved technology which allows people to work flexibly and efficiently at any time.

The Britvic Group also operates a range of employee development programmes, including skills workshops; line manager best practice courses; and bespoke development programmes for key individuals.

Leadership and culture

Britvic has an experienced, committed and motivated management team with a demonstrable record of delivering profitable growth.

Britvic aims to develop its employees through a range of career development programmes and to promote a work life balance.

8. Customer and sales channels

Customer management

The GB customer management department is organised into three distinct channel teams: grocery, leisure and catering and convenience all of which are supported by customer operations and commercial planning teams.

The three channel teams have the primary responsibility of managing the profitability of individual accounts through the implementation of brand and category plans. This includes: the development of annual account plans for each customer; the negotiation of pricing; the execution of promotional activity; and the implementation of detailed category plans.

The sales function in Ireland comprises a retail division and a licensed and leisure division, supported by a combined commercial operations team.

In France, the sales teams are organised by channel, with a key account team, a category team and a significant sales force.

Marketing

The GB marketing teams are responsible for managing the Britvic Group's brands. The marketing teams comprise:

• the brands marketing team, which is focused on developing the equity of the brands in terms of the product, packaging and communication with consumers (for example, advertising and website development);
• the insight and planning team, which works with external agencies to provide both the category marketing and customer management teams with access to research into the motivation and preferences of consumers; and
• the strategic price and promotions team, which sets the strategic price and promotional strategy for the business and the executional programme for its delivery.

The Irish marketing function comprises consumer and shopper insight, category management, innovation and brand development, and revenue management.

In France, the marketing team manages the overall product mix and P&L and has a strong track record in successful innovation.

Distribution

The Britvic Group has a well-invested distribution network.

In GB, the Britvic Group delivers to customers from its production sites, the National Distribution Centre ("NDC") and through an out-sourced secondary distribution network.

The centrepiece of the Britvic Group's distribution network is the NDC located at Lutterworth which houses a high-bay warehousing and distribution facility. The NDC is owned by Britvic but is operated under a management contract by Wincanton Logistics.

Primary distribution (i.e. from production sites direct to customers, to the NDC and to retail depots and from the NDC to retail depots) has been outsourced to Stobart Group.

Britvic also has an out-sourced secondary retail distribution network (i.e. from retail depots to customers) which is run by KNDL and accommodates orders of less than 400 cases.

In Ireland, the Britvic Group has a central warehouse and distribution facility in Dublin and smaller warehouse facilities in Belfast and Newcastle West.

9. Infrastructure and operations

Britvic's operational capability

The Britvic Group has made significant investment across its infrastructure and operational functions with the aim of being able to deliver a high quality product whenever and wherever its customers require.

Procurement

The Britvic Group's purchasing and supply requirements fall into two key categories: prime costs (principally packaging and raw material ingredients) and non-inventory costs (for example, advertising and promotion, vending machines, chillers, dispense equipment and transport and distribution). The key areas of expenditure include Pepsi and 7UP concentrate, packaging (principally PET and cans) and other ingredients (principally fruit juices, flavours, sugar and sweeteners).

The Britvic Group seeks to maintain close control on supply costs and to reduce the risks of supplier default affecting its customers. In this regard, Britvic operates a focused multi-sourcing policy wherever practicable and has established strategic partnerships with key suppliers. The Britvic Group has entered into a series of fixedterm contracts and currency hedging arrangements to mitigate the effects of price or currency movements in relation to acquisition of key raw materials, such as orange juice and sugar. The Britvic Group also has a longterm supply relationship with the Pepsi Group under which the price of Pepsi and 7UP concentrate is established (see paragraph 10 "Relationship with the Pepsi Group" below).

Production and quality control

The Britvic Group has manufacturing plants at six locations in GB:

• Beckton (produces the majority of carbonated PET products);
• Leeds (produces the majority of still juice and "bag-in box" products and non-returnable glass for licensed on-trade channel);
• Norwich (produces the majority of Robinsons squash and ready-to-drink range);
• Rugby (produces all 330ml cans and has two PET lines and an asceptic production line);
• Widford (houses the Britvic Group's technical centre for new product development, the concentrate production unit and produces a range of glass, can and PET products); and
• Huddersfield (produces Britvic's natural spring water products).

The Britvic Group has manufacturing plants at two locations in Ireland:

• Dublin (produces a combination of PET, glass and can production for carbonates, juice and ready to drink products. It also manufactures compounds for shipment to overseas franchise partners); and
• Newcastle West (produces the Ballygowan mineral water brand).

The Britvic Group has manufacturing plants at four locations in France:

• Chateau Theobaud (produces TetraPak juice products);

• La Roche sue Foron (produces TetraPak products);

• Nissan Lez Enservne (produces glass and PET juice products); and

• Crolles (produces can and glass syrup).

10. Relationship with the Pepsi Group

Britvic enjoys a successful long-standing relationship with the Pepsi Group in Great Britain and Ireland. Britvic has exclusive bottling and distribution agreements with the Pepsi Group in Great Britain for a number of Pepsi Group brands including Pepsi, 7UP, Gatorade, Mountain Dew and SoBe. Britvic also has exclusive bottling and distribution agreements for Pepsi, 7UP and Mountain Dew in Ireland, which further evidences the strength of the partnership. The Exclusive Bottling Appointments expire on 31 December 2015 (Ireland) and 31 December 2023 with an automatic extension for additional terms of five years each unless two years' notice of termination has been given by either party (Great Britain). See paragraph 15.2.6 of Part XII: "Additional Information" for a discussion of the GB EBAs.

As a result, this relationship allows each party to benefit from the other's brand strength, infrastructure, expertise and knowledge. For the Pepsi Group, the directors of Britvic believe that Britvic has provided the benefit of a portfolio which includes Britvic's category-leading brands, established customer network, brand development expertise, infrastructure and detailed knowledge of the GB and Ireland soft drinks industry. In return, Britvic has the exclusive right to package, sell and distribute in GB and Ireland the global Pepsi and 7UP brands and the right of first refusal in respect of the GB and Ireland distribution of any new carbonated soft drink brands developed by the Pepsi Group. The portfolio includes any consumer and customer insight, competitor intelligence, marketing best practice, brand and product development expertise and technological know-how developed by Britvic. In recent years, the brands manufactured and distributed by Britvic have expanded to include Mountain Dew Energy in GB and Ireland, Gatorade as the exclusive GB bottler, Lipton Ice Tea and SoBe.

Britvic also has the right to service the major global leisure and catering customers of the Pepsi Group in GB (for example, the YUM supply arrangements). The Pepsi Group relationship has also enabled Britvic to run joint promotions with other Pepsi Group products (for example, with Walkers Crisps) and bring leading brands to the GB market.

The arrangements also mean that Britvic has available to it the Pepsi Group Systems, whilst the volume of Pepsi and 7UP sold by Britvic provides significant scale to Britvic's operations and underpins the efficiency of its supply chain.

The Pepsi Group is also a shareholder in Britvic, with a shareholding of over 4 per cent. of the total issued share capital (as at 3 December 2012).

11. Britvic's investments

Below is an outline of the investments made by the Britvic Group in each of 2009, 2010, 2011 and 2012 financial years.

	2009 (audited)	2010 (audited)	2011 (audited)	2012 (unaudited)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment	9.5	4.7	0.6	2.2
Purchases of property, plant and equipment	(38.3)	(40.2)	(37.7)	(43.9)
Purchases of intangible assets	(11.9)	(9.8)	(11.9)	(5.4)
Operational Investment – Capex	(40.7)	(45.3)	(49.0)	(47.1)
Acquisitions of subsidiary net of cash acquired	–	(151.9)	(4.5)	–
Net cash flows (used)/from investing	(40.7)	(197.2)	(53.5)	(47.1)

Sources: Britvic Annual Reports: 2009, 2010 and 2011 Britvic Preliminary Results 2012

Key investments made in each year

The cash flows from the sale of property, plant and equipment is the combination of the proceeds from the sales and leaseback activity of property and plant and machinery and the sale of assets, such as property, no longer required by the Britvic Group each year.

Purchases of property, plant and equipment for each of these four financial years reflect the capital requirements to support the growth and ongoing maintenance of Britvic's business assets. These include the investment of:

• commercial assets such as chillers and dispense equipment in our customers to support the availability of our brands;
• the installation of new manufacturing lines;
• upgrade and conversion or lines to support changing packaging and product needs; and
• maintenance of our assets to ensure they work to the standards that we set and provide further useful economic life.

The purchase of intangible assets by the Britvic Group reflects the capitalisation of software and hardware costs that have a future value in the business.

There was no expenditure relating to the acquisition of subsidiaries in 2009. In 2010 Britvic acquired Fruité Enterprises, later renamed Britvic France. In 2011 Britvic acquired Quinns of Cookstown Wholesale in Northern Ireland. An accounting fair value adjustment for Britvic France is also reflected in the 2011 cash flow relating to the acquisition of subsidiaries. There was no expenditure relating to the acquisition of subsidiaries in 2012.

The Britvic Group's financing requirements for its operational investment requirements and one-off investments are laid out below:

Cash flows from financing activities	2009 (audited)	2010 (audited)	2011 (audited)	2012 (unaudited)
Finance costs	(4.3)	(1.8)	(3.9)	(0.1)
Interest paid	(20.9)	(23.1)	(27.2)	(28.5)
Issue of US\$ notes	–	149.8	113.9	–
Interest-bearing loans repaid	(7.3)	(95.0)	(123.4)	(1.0)
Issue of shares	–	93.4	2.3	2.0
Purchase of own shares	(3.3)	(0.9)	(3.3)	(9.3)
Dividends paid to equity shareholders	(27.8)	(34.9)	(40.3)	(42.5)
	(63.6)	87.5	(81.9)	(79.4)

Sources: Britvic Annual Reports: 2009, 2010 and 2011 Britvic Preliminary Results 2012

The acquisition of Britvic France was funded by debt and a non-pre-emptive share placement that raised £93.4 million (£91.647 million net of costs). All other investments in the business have been funded by debt which is a combination of the revolving bank credit facility that was renegotiated in April 2009 for a three year period and March 2011 for a five year period and US private placements debt. In 2009, \$250 million of senior notes were issued in the US private placement market. In 2010, \$163 million and £7.5 million of senior notes were issued in the US private placement market.

The non acquisition related investment to support the business growth is envisaged to be funded through the generated cash flow from the business and, when required, the existing debt.

12. Geographical revenue split

The table below details Britvic's geographical revenue split for the year ended 30 September 2012:

	Revenue (unaudited)	% of Revenue (unaudited)
GB Stills	321.7	25.6%
GB Carbonates	517.9	41.2%
International	29.3	2.3%
Ireland	138.7	11.1%
France	248.8	19.8%

13. Summary financial information

The table below sets out Britvic's summary financial information for the periods shown, prepared in accordance with IFRS. Investors should read the full text of this document, including the information incorporated by reference into it, and not rely solely on this summary:

	FY Ended 27-Sept-2009 (audited)	FY Ended 3-Oct-2010 (audited)	FY Ended 2-Oct-2011 (audited)	FY Ended 30-Sept-2012 (unaudited)
Revenue	978.8	1,138.6	1,290.4	1,256.4
Operating Profit	110.1	134.6	135.0	112.7
Operating Profit Margin	11.2%	11.8%	10.5%	9.0%
Adjusted Basic Earnings per Share (EPS)	33.9p	36.5p	33.7p	27.2p
Dividend per Share	15.0p	16.7p	17.7p	17.7p

Notes:

Revenue and Operating profit shown as before exceptional and other items. Adjusted earnings per share is calculated by dividing adjusted earnings by the average number of shares in issue during the period. Adjusted earnings is defined as the profit/(loss) attributable to ordinary equity shareholders before exceptional and other items and adding back amortisation related to acquisition related intangibles.

The 2012 financial information is unaudited and has been extracted without material adjustment from the Preliminary Results.

14. Corporate social responsibility

The Britvic Group's corporate social responsibility strategy is focused on being a progressive, sustainable and responsible business.

Progressive

Britvic is committed to leveraging the power of its brands and the relationships those brands have with consumers to help address relevant social and environmental issues.

Health remains high on the public agenda. In GB, Britvic has pledged its support to the government's Responsibility Deal, signing up to a number of collective pledges and has supported the government's Change4Life programme. Britvic Ireland supports the government initiative Live Well.

Through its brands Britvic promotes healthy and active lifestyles through marketing programmes, such as Robinson's Street Tennis and Fruit Shoot Champion of the Playground. Britvic Ireland sponsors rugby through the Ballygowan brand and Britvic France sponsors the Tour de France through its Teisseire brand.

The Britvic Group has reviewed and adapted its portfolio in the past few years and is committed to offering low sugar variants alongside its full sugar offerings. In the past year, the Britvic Group has introduced purified stevia extract as an alternative sweetener to sugar in GB.

Internally, Britvic offers an employee health and wellbeing programme "wellness@work".

Sustainable

In order to ensure a sustainable future for the business, the Britvic Group invests and innovates to minimise environmental impacts. Britvic recognises that energy is a key global issue and is undertaking a strategic review of its energy procurement and consumption.

In GB, Britvic has made good progress and achieved reductions in CO2 emissions and water use. All GB factories now send zero waste to landfill and Britvic Ireland has made a significant reduction in waste to landfill.

Britvic France has also made inroads in reducing energy consumption, with one factory reducing consumption by 25 per cent. in 2011.

Responsible

As a responsible employer, the Britvic Group is committed to having a positive impact on both its employees and the communities in which it operates. Globally, Britvic supports a clean water project in Ethiopia and UNICEF's emergency relief fund. Locally it supports a number of charities and actively encourages its employees to get involved through volunteering.

A key focus for the business is education and young people. In GB Britvic runs award winning "enterprise training days" for teachers at its learning zones. In Ireland the Ballygowan plant participates in a "skills at work" programme with local students.

PART IV

DIRECTORS, PROPOSED DIRECTORS, SENIOR MANAGERS AND CORPORATE GOVERNANCE

Board of Directors

The Directors of A.G. Barr are as follows and their profiles are set out below:

Name	Age	Current position
Ronald G. Hanna	70	Independent non-executive Chairman
Roger A. White	47	Chief Executive
Alex B. C. Short(1)	45	Finance Director
Jonathan D. Kemp(1)	41	Commercial Director
Andrew L. Memmott(1)	48	Operations Director
W. Robin G. Barr	74	Non-executive Director
Martin A. Griffiths	46	Independent non-executive Director

Note:

(1) Alex B.C. Short, Jonathan D. Kemp and Andrew L. Memmott will retire as Directors with effect from the Effective Date.

Ronald G. Hanna, aged 70 (Independent non-executive Chairman)

Ronald Hanna joined the Company as a non-executive Director in 2003 and was appointed Chairman in 2009. He is currently Chairman of Bowleven plc and of Troy Income & Growth Trust plc, and a director of Peatallan plc. He was previously Chief Executive of Bett Brothers Plc and Joint Managing Director of Cala plc. He was also a director of Scottish Western Trust Co. Limited and a senior consultant at PA Management Consultants. Ronald is qualified as a chartered accountant.

Roger A. White, aged 47 (Chief Executive)

Roger White joined the Company in 2002 as Managing Director and was appointed Chief Executive in 2004. Prior to joining A.G. Barr, Roger held numerous senior positions in the food group Rank Hovis McDougall, including Managing Director at Charnwood Foods Ltd, Le Pain Croustillant Ltd and Commercial Director at the British Bakeries division. He is a member of the Board of Management and Executive Council, and a past president, of the British Soft Drinks Association, and is also proposed to join the board of the Union of European Soft Drinks Associations. Roger was awarded Scottish PLC Chief Executive of the Year in 2010.

Alex B. C. Short, aged 45 (Finance Director)

Alex Short joined the Company as Finance Director in June 2008. He started his career at Coca-Cola Schweppes Beverages Limited, part of the Cadbury Schweppes group, and subsequently joined Coopers & Lybrand as a management consultant where he worked with a number of FMCG clients. In 1996, Alex joined William Grant & Sons Limited, the spirits group, and was appointed as Managing Director of its production business and was subsequently appointed as Group Finance Director from 2003 to 2008. He is a member and former Chairman of the Scottish Finance Directors Group and is a fellow of the Chartered Institute of Management Accountants.

Jonathan D. Kemp, aged 41 (Commercial Director)

Jonathan Kemp joined the Company as Commercial Director in 2003. Jonathan previously worked for the Procter & Gamble Group where he held various commercial roles, including Business Unit Manager for Tesco plc and Commercial Director for the Pet Care division.

Andrew L. Memmott, aged 48 (Operations Director)

Andrew Memmott joined the Company's Project Engineering Team in June 1990 and has subsequently held various operational roles within the A.G. Barr Group, including Factory Manager and Head of Operations. He was appointed as Operations Director in 2008. Andrew started his career at the Cooperative Wholesale Society in 1987 before joining the Company.

W. Robin G. Barr, aged 74 (Non-executive Director)

Robin Barr joined the A.G. Barr Group in 1960. He was appointed as a Director in 1964 and became executive Chairman of A.G. Barr in 1978. Upon his retirement as Chairman in 2009, Robin became a non-executive Director. Robin is qualified as a chartered accountant.

Martin A. Griffiths, aged 46 (Independent non-executive Director)

Martin Griffiths joined the Company as a non-executive Director in 2010. He is finance director of Stagecoach Group plc, the international transport company. He is also the co-chairman of Virgin Rail Group Holdings Ltd and the senior independent director of Robert Walters plc. From 1997 until 2000, he was business development director at Stagecoach Group plc, having previously worked at Arthur Andersen where he qualified as a chartered accountant in 1991. Martin is a past Chairman of the Scottish Finance Directors Forum and he won the Young Scottish Finance Director of the Year Award in 2004.

Proposed Directors

The Proposed Directors (set out below) will become directors of the Combined Entity if the Merger becomes Effective and with effect from the Effective Date, save for John Nicolson who will become a director of A.G. Barr on 1 January 2013. Profiles of the Proposed Directors are set out below.

Name	Age	Current position at Britvic
Gerald Corbett	61	Independent non-executive Chairman
John Gibney	52	Chief Financial Officer
Joanne Averiss	49	Non-executive director
Bob Ivell	60	Independent non-executive director
Ben Gordon	53	Independent non-executive director
John R. Nicolson	59	-

Gerald Corbett, aged 61 (Independent non-executive Chairman of the Combined Entity)

Gerald Corbett has been non-executive Chairman of Britvic since 24 November 2005. He chairs the Britvic nomination committee and is a member of the Britvic remuneration committee. Gerald is also Chairman of Betfair Group plc, Moneysupermarket.com Group plc, Towry Holdings Limited and of the Royal National Institute of the Deaf. He is also a non-executive director of the investment and stock broking business, Numis Securities. Gerald was a non-executive director of Greencore Group plc from 2004 until February 2010, the Chairman of SSL International plc from 2005 until October 2010 and of the Woolworths Group plc from 2001 to 2007, Chief Executive of Railtrack plc from 1997 to 2000, Group Finance Director of Grand Metropolitan plc from 1994 to 1997 and Group Finance Director of Redland plc between 1987 and 1994. He was a non-executive director of the property group MEPC plc from 1995 to 1998 and Burmah Castrol plc from 1998 to 2000.

John Gibney, aged 52 (Chief Financial Officer of the Combined Entity)

John Gibney was appointed as Finance Director of Britvic in 1999 and is responsible for finance, legal, estates, risk management and business transformation. Prior to joining Britvic, he was Senior Corporate Finance & Planning Manager for Bass PLC, and prior to that role, Finance Director and subsequently Deputy Managing Director of Gala Clubs.

Joanne Averiss, aged 49 (Non-executive director of the Combined Entity)

Joanne Averiss was appointed as a non-executive director of Britvic on 18 November 2005 and is the Pepsi Group nominee director. She has been a member of the Pepsi Group legal department since 1990, holding a series of positions in the UK and the US and is currently Senior Vice President, General Counsel Europe with legal responsibility for all of the Pepsi Group's business within its Europe sector. Joanne is also a trustee and Chair of the Mesen Educational Trust.

Bob Ivell, aged 60 (Independent non-executive director of the Combined Entity)

Bob Ivell was appointed as a non-executive director of Britvic on 24 November 2005 and is Britvic's Senior Independent Director. He chairs the Britvic remuneration committee and is a member of the audit and nomination committees. He is also currently the Chairman of David Lloyd Leisure and Executive Chairman of Mitchells & Butlers plc. During the 1980s, Bob was the Managing Director of Beefeater and was also on the board of Scottish & Newcastle plc as Chairman of the Retail Division between 1999 and 2004 and was Executive Chairman of Regent Inns PLC between 2004 and 2008.

Ben Gordon, aged 53 (Independent non-executive director of the Combined Entity)

Ben Gordon was appointed as a non-executive director of Britvic on 15 April 2008. He is also a member of the audit, nomination and remuneration committees. He is the former Chief Executive of Mothercare plc and former Senior Vice President and Managing Director, Disney Stores, Europe and Asia Pacific. Ben has also held senior management positions with the WHSmith Group in the UK and the US and L'Oreal S.A. in France and the UK. He has an MBA from INSEAD.

John R. Nicolson, aged 59 (Independent non-executive director of the Combined Entity)

John Nicolson is currently Regional President, Americas of Heineken NV and is also Deputy Chairman of Compañía Cervecerías Unidas, S.A. (Chile) and Deputy President of Cerveceria Costa Rica SA. He began his career with Imperial Chemical Industries plc in 1975 and subsequently spent 16 years at Unilever plc working across high profile food and drink brands in a variety of sales and marketing positions. In 1993 he was appointed Group Executive Director of Courage Ltd, a company within the Fosters Brewing Group. Following the acquisition of the Courage business by Scottish & Newcastle PLC, he became Corporate Development Director. Subsequently he was appointed as an executive director of Scottish & Newcastle PLC with responsibility for the international division and held that post from 2000 to 2008. He was previously a member of the Advisory Board at Edinburgh University Business School. Mr Nicolson will be appointed as an independent non-executive director of A.G. Barr with effect from 1 January 2013.

Senior Managers

In addition to the Directors and the Proposed Directors, each of the following persons will be a senior manager of the Combined Group if the Merger becomes Effective. Each of the following persons will be a member of the Combined Group's Executive Committee in addition to Roger White, John Gibney, Alex Short and Jonathan Kemp:

Alan Beaney, aged 50 (Strategy and Business Performance Director)

Alan Beaney joined Britvic as Director of Business Development in 1996 and has since held various positions within both Britvic and the Intercontinental Hotels Group ("IHG") (of which Britvic ceased to be a part upon its flotation in 2005), including Managing Director and then Chairman of Britvic International and Senior Vice President Global Strategy and Marketing for IHG. He is currently responsible for Group strategy and performance management.

Doug Frost, aged 48 (Human Resources Director)

Doug Frost was appointed Human Resources Director of Britvic in November 2004. Doug Frost is responsible for the Britvic Group's human resources including talent management, organisational capability, compensation and benefits. Doug previously worked for Alliance Unichem, and for 15 years with Mars, with positions in manufacturing, sales and human resources.

Martin Rose, aged 49 (Supply Chain Director)

Martin Rose was appointed as Supply Chain Director of Britvic in 2003. Martin Rose is responsible for the end-to-end supply chain, including logistics, technical development, purchasing and production. Having joined Canada Dry Rawlings in 1984 as a graduate sales trainee, Martin has a broad breadth of experience across the Britvic Group in a number of aspects including sales, operations, distribution and logistics.

Simon Stewart, aged 48 (Group Marketing Director)

Simon Stewart joined Britvic from EMAP, where he was Chief Marketing Officer. Simon began his marketing career with the Coca-Cola Company in Australia, and over eight years operated across brand management and strategic development, based in Sydney and Atlanta before finally moving on to Marketing Services for the South Pacific region. He then moved to Diageo where he ultimately became Vice President Marketing for the Smirnoff brand. Simon joined Britvic in 2008 as Group Marketing Director.

Combined Group Board structure

As at the date of this document, the A.G. Barr Board consists of the non-executive Chairman, four executive Directors and two other non-executive Directors. John Nicolson will become a non-executive director of A.G. Barr on 1 January 2013. It is proposed that the Combined Group Board shall be reconstituted immediately following the Merger becoming Effective so as to comprise ten directors, including eight non-executive directors. A majority of the Combined Group Board will be independent non-executive directors. As from the Effective Date, the Combined Group Board will comprise the following members:

Name	Role	Current company
Gerald Corbett	Independent non-executive Chairman	Britvic
Ronald Hanna	Non-executive Deputy Chairman and Senior Independent Director	A.G. Barr
Roger White	Chief Executive Officer	A.G. Barr
John Gibney	Chief Financial Officer	Britvic
W. Robin Barr	Non-executive director	A.G. Barr
Martin Griffiths	Independent non-executive director	A.G. Barr
John Nicolson	Independent non-executive director	A.G. Barr
Joanne Averiss	Non-executive director	Britvic
Bob Ivell	Independent non-executive director	Britvic
Ben Gordon	Independent non-executive director	Britvic

Board committees

The A.G. Barr Board has established an audit committee, a nomination committee and a remuneration committee, with formally delegated duties and responsibilities and written terms of reference. Those Board committees will be reconstituted immediately following the Merger becoming Effective as explained below. Separate committees may be set up by the Combined Group Board to consider specific issues from time to time when the need arises.

Audit committee

The audit committee meets at least three times a year and as otherwise required and has responsibility for, among other things, monitoring the integrity of A.G. Barr's interim and annual financial statements. It oversees A.G. Barr's relationship with its external auditors and reviews the effectiveness of the external audit process. The committee gives due consideration to laws and regulations, the provisions of the Corporate Governance Code and the requirements of the Listing Rules. It also has responsibility for reviewing the effectiveness of A.G. Barr's system of internal controls and risk management systems. The ultimate responsibility for reviewing and approving the interim and annual financial statements remains with the Directors.

The current members of the audit committee are Martin Griffiths (Chair) and W. Robin Barr. Following the Merger, it is intended that the audit committee will comprise Martin Griffiths (Chair), Bob Ivell, Ben Gordon and W. Robin Barr.

Nomination committee

The nomination committee meets not less than once a year and as otherwise required and has responsibility for making recommendations to the A.G. Barr Board on the composition of the A.G. Barr Board and its committees and on retirements and appointments of additional and replacement Directors and ensuring compliance with the Corporate Governance Code.

The current members of the nomination committee are Ronald Hanna (Chair), W. Robin Barr and Martin Griffiths. Following the Merger, it is intended that the nomination committee will comprise Gerald Corbett (Chair), Ronald Hanna, Ben Gordon and Martin Griffiths.

Remuneration committee

The remuneration committee meets at least twice a year and otherwise as required and has responsibility for, among other things, making recommendations to the A.G. Barr Board (i) on A.G. Barr's policy on the remuneration of certain members of senior management and (ii) for the determination, within agreed terms of reference, of the remuneration of the Chairman and of specific remuneration packages for each of the executive Directors and certain members of senior management, including pension rights and any compensation payments. The remuneration committee will also seek to ensure compliance with the Corporate Governance Code in this respect.

The current members of the remuneration committee are W. Robin Barr (Chair), Ronald Hanna and Martin Griffiths. Following the Merger, it is intended that the remuneration committee will comprise Bob Ivell (Chair), Gerald Corbett, John Nicolson and Ronald Hanna.

Corporate governance

The A.G. Barr Board supports high standards of corporate governance and will continue to support high standards of corporate governance following the Merger becoming Effective. The Company is committed to complying with current best practice in UK corporate governance as set down in the Corporate Governance Code wherever possible. As at the date of this document, the Company complies with the Corporate Governance Code except as follows:

• the A.G. Barr Board comprises two independent non-executive Directors, one non-executive Director who is not considered independent and four executive Directors. Accordingly, the composition of the A.G. Barr Board does not comply with provision B.1.2 of the Corporate Governance Code which recommends that at least half of the board should comprise independent non-executive directors (excluding the chairman). The composition of the audit committee and the remuneration committee does not comply with provisions C.3.1 or D.2.1 of the Corporate Governance Code as these committees do not comprise at least three independent non-executive directors (excluding the chairman). The Directors believe that the A.G. Barr Board, the audit committee and the remuneration committee are currently able to discharge their respective duties and obligations successfully. The A.G. Barr Board is mindful of its obligations under the Corporate Governance Code and regularly reviews the composition of the A.G. Barr Board and its committees to ensure that each is able to effectively and successfully discharge its duties; and
• provision D.1.5 of the Corporate Governance Code recommends that executive directors' contracts contain a maximum notice period of one year. As described in paragraph 9 of Part XII: "Additional Information", in the event of a takeover of or by the Company or a reconstruction of the Company, in certain circumstances and subject to certain conditions, on the termination of their appointment each of the executive Directors may be entitled to a payment equivalent to their basic salary at the date of termination plus the value of all contractual benefits for a period of two years. The remuneration committee considers that, given the current shareholding structure of the Company, this condition is appropriate in order to attract and retain high calibre executive directors.

Following the Effective Date, the Combined Entity will comply with the Corporate Governance Code in full. With effect from the Effective Date, both executive Directors' service contracts will comply with provision D.1.5. of the Corporate Governance Code and, upon the reconstitution of the audit committee and the remuneration committee following the Merger becoming Effective as explained above, the Company will comply with provisions B.1.2, C.3.1 and D.2.1 of the Corporate Governance Code.

PART V ACCOUNTANT'S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF A.G. BARR

KPMG Audit Plc

191 West George Street Glasgow G2 2LJ United Kingdom

Tel +44 (0) 141 226 5511 Fax +44 (0) 141 204 1584 DX 551820 Glasgow 20

The directors and the proposed directors (together the "Directors") A.G. BARR p.l.c. Westfield House 4 Mollins Road Cumbernauld G68 9HD

5 December 2012

Dear Sirs

A.G. BARR p.l.c. proposed merger with Britvic plc

We report on the financial information set out in Part V of the prospectus (the "Prospectus") dated 5 December 2012 of A.G. BARR p.l.c. ("A.G. Barr") for the three years ended 28 January 2012. This financial information has been prepared for inclusion in the Prospectus on the basis of the accounting policies set out in Part V of the Prospectus. This report is required by paragraph 20.1 of Annex I of the Prospectus Directive Regulation and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

The Directors are responsible for preparing the financial information on the basis of preparation set out in the paragraphs headed "Basis of preparation" in Part V of the Prospectus and in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion on the financial information and to report our opinion to you.

Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

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 an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of the significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

KPMG Audit Plc, a UK public limited company, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity.

Opinion on financial information

In our opinion, the financial information gives, for the purposes of the Prospectus, a true and fair view of the state of affairs of A.G. Barr as at the dates stated and of its profits, cash flows, recognised gains and losses and changes in equity for the periods then ended in accordance with the basis of preparation set out in the paragraphs headed "Basis of preparation" in Part V of the Prospectus and in accordance with International Financial Reporting Standards as adopted by the European Union.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG Audit Plc

Consolidated Income Statement

			2010			2011			2012
	Note	Before exceptional items £000	Exceptional items £000	Total £000	Before exceptional items £000	Exceptional items £000	Total £000	Before exceptional items £000	Exceptional items £000	Total £000
Revenue	1	190,043	–	190,043	209,320	–	209,320	222,896	–	222,896
Cost of sales		(98,153)	–		(98,153) (107,656)	(331)		(107,987) (117,142)	(1,111)	(118,253)
Gross profit Operating	1, 5	91,890	–	91,890	101,664	(331)	101,333	105,754	(1,111)	104,643
expenses	4, 5	(62,130)	(3,432)	(65,562)	(68,970)	(825)	(69,795)	(72,393)	2,975	(69,418)
Operating profit Finance income Finance costs	6 6	29,760 117 (1,995)	(3,432) – –	26,328 117 (1,995)	32,694 321 (1,423)	(1,156) – –	31,538 321 (1,423)	33,361 936 (744)	1,864 – –	35,225 936 (744)
Profit before tax Tax on profit	7	27,882 (7,462)	(3,432) 960	24,450 (6,502)	31,592 (8,084)	(1,156) 233	30,436 (7,851)	33,553 (7,933)	1,864 662	35,417 (7,271)
Profit attributable to equity holders		20,420	(2,472)	17,948	23,508	(923)	22,585	25,620	2,526	28,146
Earnings per share (p)
Basic earnings per share Diluted earnings	8	17.76	(2.15)	15.61	20.41	(0.80)	19.61	22.28	2.20	24.48
per share	8	17.63	(2.13)	15.50	20.30	(0.80)	19.50	22.16	2.18	24.34

Statement of Comprehensive Income

	Note	2010 £000	2011 £000	2012 £000
Profit after tax		17,948	22,585	28,146
Other comprehensive income
Actuarial (loss)/gain on defined benefit pension plans		(3,498)	4,598	(9,147)
Effective portion of changes in fair value of cash flow hedges		419	573	382
Deferred tax movements on items taken direct to equity	21	1,322	(1,350)	2,027
Other comprehensive income for the period, net of tax		(1,757)	3,821	(6,738)
Total comprehensive income attributable to equity holders of the parent		16,191	26,406	21,408

Statement of Changes in Equity

	Share capital £000	Share premium account £000	Share options reserve £000	Cash flow hedge reserve £000	Retained earnings £000	Total £000
At 31 January 2009	4,865	905	716	(1,374)	87,553	92,665
Cash flow hedge – recognition of fair value	–	–	–	419	–	419
Actuarial loss on defined benefit pension plans	–	–	–	–	(3,498)	(3,498)
Deferred tax on items taken direct to equity	–	–	343	–	979	1,322
Profit for the period	–	–	–	–	17,948	17,948
Total comprehensive income for the period	–	–	343	419	15,429	16,191
Company shares purchased for use by employee benefit trusts	–	–	–	–	(1,632)	(1,632)
Proceeds on disposal of shares by employee benefit trusts	–	–	–	–	772	772
Recognition of share based payment costs	–	–	763	–	–	763
Transfer of reserve on share award	–	–	(227)	–	227	–
Dividends paid	–	–	–	–	(8,250)	(8,250)
At 30 January 2010	4,865	905	1,595	(955)	94,099	100,509
Cash flow hedge – recognition of fair value	–	–	–	573	–	573
Actuarial gain on defined benefit pension plans	–	–	–	–	4,598	4,598
Deferred tax on items taken direct to equity	–	–	82	–	(1,432)	(1,350)
Profit for the period	–	–	–	–	22,585	22,585
Total comprehensive income for the period	–	–	82	573	25,751	26,406
Company shares purchased for use by employee benefit trusts	–	–	–	–	(4,197)	(4,197)
Proceeds on disposal of shares by employee benefit trusts	–	–	–	–	2,078	2,078
Recognition of share based payment costs	–	–	956	–	–	956
Transfer of reserve on share award	–	–	(652)	–	652	–
Dividends paid	–	–	–	–	(9,045)	(9,045)
At 29 January 2011	4,865	905	1,981	(382)	109,338	116,707
Cash flow hedge – recognition of fair value	–	–	–	382	–	382
Actuarial loss on defined benefit pension plans	–	–	–	–	(9,147)	(9,147)
Deferred tax on items taken direct to equity	–	–	(11)	–	2,038	2,027
Profit for the period	–	–	–	–	28,146	28,146
Total comprehensive income for the period	–	–	(11)	382	21,037	21,408
Company shares purchased for use by employee benefit trusts	–	–	–	–	(3,158)	(3,158)
Proceeds on disposal of shares by employee benefit trusts	–	–	–	–	1,123	1,123
Recognition of share based payment costs	–	–	905	–	–	905
Transfer of reserve on share award	–	–	(647)	–	647	–
Dividends paid	–	–	–	–	(9,965)	(9,965)
At 28 January 2012	4,865	905	2,228	–	119,022	127,020

Statement of Financial Position

	Note	2010 £000	2011 £000	2012 £000
Non-current assets
Intangible assets	10	76,416	74,940	74,613
Property, plant and equipment	11	55,902	58,570	54,873
Financial instruments	12	27	–	–
Retirement benefit surplus	24	–	2,092	–
		132,345	135,602	129,486
Current assets
Inventories	14	16,041	20,809	18,971
Trade and other receivables	15	30,157	34,733	39,328
Derivative financial instruments	12	–	219	176
Cash and cash equivalents		10,926	8,411	8,289
Assets classified as held for sale	16	2,400	2,400	–
		59,524	66,572	66,764
Total assets		191,869	202,174	196,250
Current liabilities
Borrowings	17	8,000	5,000	5,000
Trade and other payables	18	31,836	39,562	36,235
Derivative financial instruments	12	–	416	309
Provisions	19	1,962	777	91
Current tax		3,928	3,920	4,195
		45,726	49,675	45,830
Non-current liabilities
Borrowings	17	24,739	19,814	9,849
Deferred income	20	76	72	–
Financial instruments	12	1,024	–	–
Deferred tax liabilities	21	13,940	15,906	13,164
Retirement benefit obligations	24	5,855	–	387
		45,634	35,792	23,400
Capital and reserves attributable to equity holders
Called up share capital	25	4,865	4,865	4,865
Share premium account		905	905	905
Share options reserve		1,595	1,981	2,228
Cash flow hedge reserve		(955)	(382)	–
Retained earnings		94,099	109,338	119,022
		100,509	116,707	127,020
Total equity and liabilities		191,869	202,174	196,250

Cash Flow Statement

	Note	2010 £000	2011 £000	2012 £000
Operating activities
Profit before tax		24,450	30,436	35,417
Adjustments for:
Interest receivable	6	(117)	(321)	(936)
Interest payable	6	1,995	1,423	744
Depreciation of property, plant and equipment	11	7,494	7,325	6,974
Impairment of plant and machinery		1,031	–	–
Impairment of assets classified as held for sale		464	–	–
Amortisation of intangible assets	10	391	392	327
Fair value adjustment to financial instruments		(6)	(192)	352
Impairment of intangible assets	10	–	1,084	–
Share-based payment costs		763	956	905
Gain on sale of property, plant and equipment		(35)	(6)	(358)
Government grants released	20	(68)	(4)	(72)
Operating cash flows before movements in working capital		36,362	41,093	43,353
(Increase)/decrease in inventories		(1,889)	(4,893)	1,838
Increase in receivables		(3,234)	(4,576)	(4,595)
Increase/(decrease) in payables		2,863	6,038	(3,529)
Net decrease in retirement benefit obligation		(3,003)	(3,105)	(5,791)
Cash generated by operations		31,099	34,557	31,276
Tax on profit paid		(6,226)	(7,243)	(7,711)
Net cash from operating activities		24,873	27,314	23,565
Investing activities
Refund of payment for acquisition of subsidiaries		216	–	–
Purchase of property, plant and equipment		(5,358)	(9,840)	(6,937)
Proceeds on sale of property, plant and equipment		62	281	6,086
Interest received		114	48	25
Net cash used in investing activities		(4,966)	(9,511)	(826)
Financing activities
New loans received		5,000	12,000	7,500
Loans repaid		(10,000)	(20,000)	(17,500)
Bank arrangement fees paid		–	–	(60)
Purchase of Company shares by employee benefit trusts		(1,632)	(4,197)	(3,158)
Proceeds from disposal of Company shares by employee benefit trusts		772	2,078	1,123
Dividends paid		(8,250)	(9,045)	(9,965)
Interest paid		(1,551)	(1,154)	(801)
Net cash used in financing activities		(15,661)	(20,318)	(22,861)
Net increase/(decrease) in cash and cash equivalents		4,246	(2,515)	(122)
Cash and cash equivalents at beginning of period		6,680	10,926	8,411
Cash and cash equivalents at end of period		10,926	8,411	8,289

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. They have been prepared under the historical cost accounting rules. The directors have adopted the going concern basis in preparing the financial information for the reasons set out in note 29. The accounting policies applied in the preparation of the financial information are those which will be adopted in the Combined Group's first annual report and accounts following the Merger becoming Effective.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in the accounting policies on pages 77 to 84.

A.G. Barr records certain costs associated with promotional activities within operating expenses that Britvic plc records as a deduction from sales. In this financial information the A.G. Barr consolidated income statement and relevant notes to the accounts have been restated to reflect these costs as a deduction from sales on a basis consistent with the presentation applied by Britvic plc, which reflects the presentation that will be applied in the Combined Group's first annual report and accounts following the Merger becoming Effective.

Changes in accounting policy and disclosures

(a) New and amended standards adopted by the Group

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 30 January 2011 that have a material impact on the Group.

(b) New standards, amendments and interpretations issued but not effective for the financial year beginning 30 January 2011 and not adopted early

The following standards and amendments to existing standards have been published and are mandatory for the Group's accounting periods beginning after 30 January 2011 unless otherwise stated, but the Group has not adopted them early. They will be applied from 27 January 2013, subject to endorsement by the E.U., and are not expected to have a material effect on the Group's financial statements:

Amendment to IAS 19 Employee benefits (effective 1 January 2013) IFRS 10 Consolidated financial statements (effective 1 January 2013) IFRS 12 Disclosures of interests in other entities (effective 1 January 2013)

Consolidation – subsidiaries

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls an entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group (and for acquisitions prior to 1 July 2009 costs directly attributable to the acquisition). Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Currently, there are no non-controlling interests in any of the entities within the Group.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired less liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised as a credit in profit or loss.

Inter-company transactions, balances, income and expenses on transactions between Group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in net assets are also eliminated. Accounting policies of subsidiaries are consistent with those adopted by the Group.

Revenue recognition

Revenue is the net invoiced sales value exclusive of value added tax of goods and services supplied to external customers during the year. Sales are recorded based on the price specified in the sales invoices, net of any agreed discounts and rebates and net of certain costs associated with promotional activities.

Revenue is recognised when the goods have passed to the buyer and the amount can be measured reliably. Sales related discounts and rebates are calculated based on the expected amounts necessary to meet the claims of the Group's customers in respect of these discounts and rebates.

Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components and for which discrete financial information is available. Segment results that are reported to the management committee (as chief operating decision maker) include items directly attributable to a segment as well as those which can be allocated on a consistent basis.

Foreign currency translation

(a) Functional and presentation currency

Functional and presentation currency items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in £ Sterling which is the Company's functional and the Group's presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement in the same line in which the transaction is recorded.

Exceptional items

As permitted by IAS 1 Presentation of financial statements, an item is treated as exceptional if the directors consider it unusual by its nature and scale and is of such significance that separate disclosure is considered necessary for the financial performance to be properly understood. Exceptional items are based on the judgement of the directors and are not defined under IFRS. Other companies may treat differently items identified by the directors as exceptional.

Intangible assets

Goodwill

Goodwill represents the excess of the consideration of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment charges. Impairment charges on goodwill are not reversed. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

An intangible asset acquired as part of a business combination is recognised outside of goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably.

Brands

Separately acquired brands are recognised at cost at the date of purchase. Brands acquired in a business combination are recognised at fair value at the acquisition date. Brands acquired separately or through a business combination are assessed at the date of acquisition as to whether they have an indefinite life. The assessment includes whether the brand name will continue to trade, and the expected lifetime of the brand. All brands acquired to date have been assessed as having an indefinite life as they are expected to continue to contribute to the long term future of the Group. The brands are reviewed annually for impairment, being carried at cost less accumulated impairment charges.

The fair value of a brand at the date of acquisition is based on the Relief from Royalties method, which is a valuation model based on discounted cash flows.

Customer relationships

Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The customer relationships have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over the expected life of the customer relationship.

The closing balance in the current year represents the carrying value of the customer relationships acquired during the acquisitions of the Strathmore spring water business and Groupe Rubicon Limited.

The fair value of the customer relationships at the acquisition date was based on the Multiple Excess Earnings Method ('MEEM') which is a valuation model based on discounted cash flows. The useful lives of customer relationships are based on the churn rate of the acquired portfolio and are up to 10 years corresponding to a yearly amortisation of between 10 per cent. and 33 per cent.

Water rights

Water rights represent the cost of purchasing the water rights at Pitcox. This is the source of Findlays Mineral Water. As the land rights give indefinite access to the water source at no cost, the rights have been given an indefinite life and are tested annually for impairment and carried at cost less accumulated impairment losses.

Property, plant and equipment

Land and buildings comprise mainly factories, distribution sites and offices. All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the assets.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

The carrying amount of any replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Land is not depreciated. Depreciation is charged from the date that assets, other than land, are available for use. It is calculated using the straight-line method to allocate the cost to the residual values of the related assets using the following rates:

Buildings – 1 per cent. Leasehold buildings – Term of lease Plant, equipment and vehicles – 10 per cent. to 33 per cent.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each year end date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the net proceeds with the carrying amount and are recognised within administration expenses in the income statement.

Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. The Group has two properties accounted for under an operating lease. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment charge is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

Non-current assets classified as held for sale

Non-current assets are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction rather than through continued use, and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use.

Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.

Trade and other receivables

Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the estimated cash flows. The carrying amount of the asset is reduced through the use of a bad debt provision account and the amount of the loss is recognised in the income statement within administration costs. When a trade receivable becomes uncollectable it is written off against the bad debt provision.

Trade and other payables

Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

Derivative financial instruments and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The gain or loss on re-measurement to fair value is recognised immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged. During 2008 the Group had entered into an interest rate hedge on its loan liability. This was designated as a cash flow hedge and has now matured.

At the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

The fair values of the derivative instrument used for hedging purposes are disclosed in note 12. Movements on the hedging reserve in shareholders' equity are shown in the statement of changes in equity. The full fair value of a hedging derivative is classified as non-current when the remaining maturity of the hedged item is more than 12 months from the statement of financial position date and as current when the remaining maturity of the hedged item is less than 12 months from the statement of financial position date.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within administration costs.

Amounts accumulated in equity are recycled through the income statement in the periods when the hedged item affects profit or loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in equity. The gain or loss relating to the ineffective portion is recognised in the income statement within administration costs. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised within the income statement when the forecast transaction is ultimately recognised in the income statement.

Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of the business less the estimated costs of completing production and selling expenses.

The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their primary distribution location and condition. This includes an appropriate share of overheads based on normal operating activity.

Company shares held by employee benefit trusts

Company shares are purchased on behalf of employee benefit trusts to satisfy the liability of various employee share schemes. The amount of the consideration paid, including directly attributable costs, is recognised as a change in equity. Purchased shares are classified as Company shares held by employee benefit trusts, and presented as a deduction from retained earnings.

Deferred income

Government grants in respect of capital expenditure are treated as deferred credits and a proportion of the grants are credited each year to the income statement based on the depreciation rate for the related property, plant and equipment.

Current and deferred income tax

Tax on the profit or loss for the year comprises current and deferred tax.

Current tax is charged in the income statement except where it relates to tax on items recognised directly in equity, in which case it is charged to equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the year end date and any adjustment to tax payable in respect of previous years.

Deferred tax is provided in full using the liability method, providing for temporary differences between the tax bases of assets and liabilities and their carrying amounts, in the consolidated financial statements.

The following temporary differences are not provided for:

• the initial recognition of goodwill;
• differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

Where the carrying value of an asset is to be recovered through both use and subsequent disposal, a single tax base is attributed to that asset resulting in a single temporary difference being recognised. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the year end date and which are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Employee benefits

Retirement benefit plans

The Group operates two pension schemes as detailed in note 24. The schemes are generally funded through payments to trustee-administered funds. The Group has both defined benefit and defined contribution plans.

Defined contribution pension plans

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Obligations for contributions are recognised as an expense in the income statement as they fall due. The Group has no further payment obligations once the contributions have been paid.

Defined benefit pension plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability/surplus recognised in the statement of financial position in respect of defined benefit pension plans is the present value of plan assets less the fair value of the defined benefit obligation, together with adjustments for unrecognised past service costs at the statement of financial position date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.

At 29 January 2011 a surplus was recognised on the defined benefit plan in accordance with the requirements of IFRIC 14, which gives guidance as to when defined benefit pension surpluses may be recognised.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise.

The Group recognises gains and losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs. The gain or loss on curtailment comprises any resulting change in the fair value of plan assets, changes in the present value of the defined benefit obligation and any related actuarial gains and losses and past service costs that had not previously been recognised.

Share-based compensation

The Group grants equity settled share-based payments to certain employees. These are measured at fair value (excluding the effect of non market-based vesting conditions) at the grant date. The fair value of the equity settled share-based payment determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. Fair value is measured using the Black-Scholes pricing model.

The Group also provides employees with the ability to purchase the Company's ordinary shares at a discount to the current market value through payroll.

The Group records as an expense the fair value of the discount on the shares purchased by the employee as a charge to the income statement and a credit to the share options reserve.

At each year end date, the entity revises its estimates of the number of options that are expected to vest based on the non market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to the share options reserve.

Profit-sharing and bonus plans

The Group recognises a liability and an expense for various bonuses based on formulae that take into consideration the profit attributable to the Company's shareholders after certain adjustments.

The Group recognises a provision where there is a contractual obligation or where there is a past practice that has created a constructive obligation.

Provisions

A provision is recognised if, as the result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation.

A restructuring provision is recognised when the Group has approved a detailed and formal restructuring plan which has been either announced or has commenced. Future operating costs are not provided for.

Dividend distributions

Dividend distributions to the Company's shareholders are recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.

Key judgements and sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the year. Due to the nature of estimation, the actual outcomes may well differ from these estimates.

Management has made the following judgements in applying the Group's accounting policies:

Interest rate swaption and cash flow hedge (note 12)

The Group measured the interest rate swaption contract and the cash flow hedge contract at fair value at each statement of financial position date. The fair value represented the net present value of the difference between the projected cash flows at the swap contract rate and the relevant interest rate for the period from the statement of financial position date to the expiry date of the contract. The calculation used estimates of present value and future interest rates. The swaption has now expired.

Retirement benefit obligations (note 24)

The determination of any defined benefit pension scheme surplus/obligation is based on assumptions determined with independent actuarial advice. The assumptions used include discount rate, inflation, pension increases, salary increases, the expected return on scheme assets and mortality assumptions.

Impairment of goodwill and intangible assets with indefinite lives (note 10)

Goodwill and intangible assets with indefinite lives must be tested for impairment each year under IAS 36 Impairment of assets. Determining whether there is any impairment requires an estimation of the value in use of the cash-generating units to which the goodwill or intangible asset has been allocated.

Value in use calculations require the estimation of the future cash flows expected to arise from the cashgenerating unit along with a suitable discount rate in order to calculate present value.

Fair value estimation

The carrying values of trade payables and trade receivables less impairment provisions are assumed to approximate their fair values.

Notes to the Accounts

1. Segment reporting

The Group's management committee has been identified as the chief operating decision maker. The management committee reviews the Group's internal reporting in order to assess performance and allocate resources. The management committee has determined the operating segments based on these reports.

The management committee considers the business from a product perspective. This led to the operating segments identified in the tables below: there has been no change to the segments during the years (after aggregation). The performance of the operating segments is assessed by reference to their gross profit before exceptional items. Exceptional items are reported separately in note 5.

12 months ended 30 January 2010

		Still drinks
£000	Carbonates	and water	Other	Total
Total revenue	146,624	42,883	536	190,043
Gross profit before exceptional items	79,785	11,646	459	91,890

12 months ended 29 January 2011

Carbonates	and water	Other	Total
			209,320
87,689	13,432	543	101,664
	161,073	Still drinks 47,617	630

12 months ended 28 January 2012

£000	Carbonates	Still drinks and water	Other	Total
Total revenue	170,864	51,452	580	222,896
Gross profit before exceptional items	92,084	13,153	517	105,754

There are no inter-segment sales. All revenue is from external customers.

Other segments represent income from water coolers for the Findlays 19 litre water business, rental income for vending machines and other soft drink related items such as water cups.

The gross profit from the segment reporting is stated before exceptional costs as the dual running and external manufacture exceptional costs allocated to cost of sales in the income statement relate to both Carbonates and Still drinks and water. The gross profit from the segment reporting is reconciled to the total profit before income tax, as shown in the consolidated income statement.

All of the assets and liabilities of the Group are managed by the management committee on a central basis rather than at a segment level. As a result no reconciliation of segment assets and liabilities to the statement of financial position has been disclosed for either of the periods presented.

Each of the following items are included in the reportable segments results and balances, and no adjustments are required in arriving at the costs included in the consolidated primary statements:

	2010 £000	2011 £000	2012 £000
Capital expenditure	5,358	9,840	6,937
Depreciation and amortisation	7,885	7,717	7,301
Impairment of intangible assets	–	1,084	–
Impairment of plant and equipment	1,031	–	–
Impairment of assets classified for sale	464	–	–

Capital expenditure comprises cash additions to property, plant and equipment (note 11).

All of the segments included within Carbonates and Still drinks and water meet the aggregation criteria set out in IFRS 8 Operating segments.

Geographical information

The Group operates predominately in the U.K. with some worldwide sales. All of the operations of the Group are based in the U.K.

Total revenue	190,043	209,320	222,896
Rest of the world	4,078	5,037	5,710
UK	185,965	204,283	217,186
	2010 £000	2011 £000	2012 £000

All of the assets of the Group are located in the U.K.

Major customers

No single customer accounts for 10 per cent. or more of the Group's revenue in either of the periods presented.

2. Profit before tax

The following items have been included in arriving at profit before tax:

	2010 £000	2011 £000	2012 £000
Depreciation of property, plant and equipment	7,494	7,325	6,974
Profit on disposal of property, plant and equipment	(35)	(6)	(309)
Impairment of assets classified as held for sale	464	–	–
Fair value movements in financial instruments	(6)	(192)	352
Foreign exchange (gains)/losses recognised	237	199	(519)
Research and development costs	437	614	738
Impairment of inventories	34	464	352
Amortisation of intangible assets	391	392	327
Impairment of intangible assets	–	1,084	–
Cost of inventories charged in cost of sales	98,153	107,987	118,253
Government grants released	(68)	(4)	(72)
Operating lease rentals payable – property	307	555	563
Operating lease rentals payable – motor vehicles	18	468	879
Operating lease rentals receivable – property	–	(13)	(25)
Trade receivables impairment/(net reversal)	(91)	(221)	273
Share-based payment costs	763	956	905

Included within Administration costs is the auditor's remuneration, including expenses for audit and non-audit services. The cost includes services from the Company's auditor and its associates:

	2010 £000	2011 £000	2012 £000
Statutory audit services Fees payable to the auditor of the parent Company and consolidated accounts	70	72	75
Audit of the Company's subsidiaries pursuant to legislation	5	5	5
Non-audit services
Other services pursuant to legislation	18	19	19
All other services Tax compliance	5 –	5 18	– 22
Tax advisory	84	75	30
Fees in respect of the Group's pension plans
Audit	12	12	13
3. Employees and directors
	2010	2011	2012
Average monthly number of people employed by the Group (including executive directors)
Production and distribution	758	824	783
Administration	189	192	189
	947	1,016	972
Staff costs for the Group for the year
	2010	2011	2012
	£000	£000	£000
Wages and salaries	27,153	29,608	32,207
Social security costs	2,558	2,909	3,219
Share-based payments	763	956	905
Pension costs – defined contribution plans Pension costs – defined benefit plans	801 1,378	1,410 1,061	1,594 304
Pension costs – defined benefit plans past service credit	–	–	(2,582)
Pension costs – defined benefit plans curtailment	–	(341)	(497)
	32,653	35,603	35,150
4. Net operating expenses before exceptional items
	2010	2011	2012
	£000	£000	£000
Distribution costs (including selling costs) Administration costs	37,339 24,791	42,803 26,167	46,070 26,323
	62,130	68,970	72,393

5. Exceptional items

	2010 £000	2011 £000	2012 £000
Dual running costs	–	331	182
External manufacture	–	–	929
Total cost of sales	–	331	1,111
Release of environmental provision for site closure	66	–	(63)
Net redundancy charge/(cost release) for production site closure	1,820	(157)	109
Dual running costs	–	103	–
Redundancy cost in relation to Group reorganisation	84	136	–
Impairment of plant related to production site closure	998	–	–
Total distribution costs	2,968	82	46
Curtailment of retirement benefit scheme (note 24)	–	(341)	(497)
Pension increase exchange exercise net of associated costs (note 24)	–	–	(2,488)
Gain on disposal of property, plant and equipment	–	–	(49)
Mansfield site closure costs	–	–	13
Impairment of Vitsmart brand and goodwill (note 10)	–	308	–
Impairment of Taut goodwill (note 10)	–	318	–
Impairment of water rights (note 10)	–	458	–
Impairment of assets classified as held for sale	464	–	–
Total administration costs	464	743	(3,021)
Total exceptional costs	3,432	1,156	(1,864)

The dual running costs of £182,000 in 2012 (2011: £331,000) charged to cost of sales relate to the dual running of the Group's in house and third party distribution sites. The Mansfield production site included a distribution operation. A third party distribution company had taken over the distribution operations and as there was an element of dual running over the period of the Mansfield closure, these dual running costs have been classified as exceptional. In house distribution operations at Mansfield ceased in April 2011 ahead of the sale of the site which was completed in June 2011.

In addition, a further £103,000 of dual running costs were treated as exceptional within operating expenses in the year to 29 January 2011. These costs represent payments to a third party for the setting up of the distribution site.

£929,000 of additional costs were incurred during the year to 28 January 2012 for the manufacture of goods at third parties following operational difficulties in the commissioning of production plant at Cumbernauld during the closure of Mansfield and shortly thereafter.

£63,000 of the environmental provision relating to the closure of Mansfield was released during the year as it was not utilised as expected in the period before the sale of the site. Originally a provision of £66,000 had been made in the year to 30 January 2010.

During the year to 30 January 2010, the Group announced the future closure of its Mansfield production site. This resulted in the recognition of a provision of £1,820,000 in respect of the anticipated redundancy costs relating to the closure. During the year to 29 January 2011, £157,000 of this provision was released as it was not considered necessary. Costs of £109,000 were recognised in the year to 28 January 2012 as the actual redundancy costs for the closure of Mansfield were paid at a level in excess of that in prior years.

In the year to 29 January 2011, £136,000 of redundancy costs were incurred in relation to the Group reorganisation following the acquisition of Groupe Rubicon on 29 August 2008. In the year to 30 January 2010, costs of £84,000 were incurred.

As part of the closure plans for the Mansfield site, a review was carried out during the year to 30 January 2010 of the plant and equipment held at the site. Plant and equipment was identified as having a net book value in excess of its recoverable amount. This resulted in a provision being made for £998,000 to reduce the plant and equipment to its recoverable amount. An impairment review was carried out at 29 January 2011 and no further impairment or reversal was noted.

As a result of the closure of the Mansfield site, a curtailment in the Group retirement pension plan has arisen. This has resulted in an exceptional credit arising from the reduction in the retirement benefit obligation following a reduction in the number of employees remaining with the scheme. The value of this credit is £497,000 (2011: £341,000).

A pension increase exchange exercise was undertaken during the year to 28 January 2012 resulting in an improvement in the risk profile of the defined benefit scheme. This exercise involved offering current pensioners and retiring members of the defined benefit pension scheme an opportunity to receive a one-off increase to their pension in the short term, in return for giving up future inflationary non statutory increases on that part of their pension. An associated pension credit of £2,582,000 has been recognised as an exceptional item in the year to 28 January 2012. Consultancy costs of £94,000 were incurred in relation to the exercise and these have also been treated as exceptional in the year.

A gain on disposal of Mansfield assets of £49,000 was recognised during the year to 28 January 2012, with £13,000 costs associated with the closure of the site also being incurred.

In the year to 29 January 2011 the Vitsmart brand and goodwill, Taut goodwill and water rights were all impaired. The impairment charge was recognised as an exceptional charge in that year.

During the year to 30 January 2010, an impairment charge of £464,000 was recognised for the write down of the Atherton production site, which is held as an asset available for sale. This was based on an indication that the market value of the site was less than the carrying value in the statement of financial position. There has been no change in the estimation of the market value of this site during the year to 29 January 2011.

6. Finance income and Finance costs

Finance income

	2010 £000	2011 £000	2012 £000
Interest receivable	117	77	59
Net finance income relating to defined benefit plans (note 24)	–	244	877
	117	321	936
Finance costs
	2010 £000	2011 £000	2012 £000
Interest payable	(1,550)	(1,348)	(649)
Net finance charge relating to defined benefit plans	(371)	–	–
Amortisation of loan arrangement fees	(74)	(75)	(95)
	(1,995)	(1,423)	(744)

7. Taxation

	2010				2011		2012
	Before			Before			Before
	exceptional items £000	Exceptional items £000	Total £000	exceptional items £000	Exceptional items £000	Total £000	exceptional items £000	Exceptional items £000	Total £000
Current tax
Current tax on profits for the year	7,238	(24)	7,214	7,483	(182)	7,301	8,296	(515)	7,781
Adjustments in respect of prior years	83	–	83	(66)	–	(66)	205	–	205
Total current tax expense	7,321	(24)	7,297	7,417	(182)	7,235	8,501	(515)	7,986
Deferred tax
Origination and reversal of:
Temporary differences (note 21)	606	(936)	(330)	1,066	(51)	1,015	726	(147)	579
Adjustment for change in deferred tax rate	–	–	–	(705)	–	(705)	(1,466)	–	(1,466)
Adjustments in respect of prior years	(465)	–	(465)	306	–	306	172	–	172
Total deferred tax expense/(credit)	141	(936)	(795)	667	(51)	616	(568)	(147)	(715)
Total tax expense/ (credit)	7,462	(960)	6,502	8,084	(233)	7,851	7,933	(662)	7,271

In addition to the above movements in deferred tax, a deferred tax credit of £2,027,000 (2011: charge of £1,350,000; 2010: charge of £1,322,000) has been recognised in other comprehensive income (note 21).

The tax on the Group's profit before tax differs from the amount that would arise using the tax rate applicable to the profits of the consolidated Group as follows:

	2010 £000	2011 £000	2012 £000
Profit before tax	24,450	30,436	35,417
Tax at 26.31% (2011: 28%; 2010: 28%)	6,846	8,522	9,318
Tax effects of:
Items that are not deductible in determining taxable profit	168	239	316
Current tax adjustment in respect of prior years	83	(66)	205
Deferred tax adjustment in respect of prior years	(465)	306	172
Deferred tax adjustment in respect of change in deferred tax rate	–	(705)	(1,466)
Allowable loss on disposal of properties	–	–	(1,181)
Current year impact of change in deferred tax rate	–	(40)	(51)
Share options permanent difference	–	(614)	(1)
Permanent difference on impairment of intangible assets	(212)	89	–
Other differences	82	120	(41)
Total tax expense	6,502	7,851	7,271

The weighted average tax rate was 20.5% (2011: 25.8%; 2010: 26.6%).

The main rate of U.K. Corporation tax was reduced from 28% to 26% from 1 April 2011. The Finance Act 2011 further reduced the main rate of U.K. Corporation tax to 25% from 1 April 2012. The reduction to 26% was substantively enacted on 29 March 2011, effective from 1 April 2011. A reduction to 25% was substantively enacted on 5 July 2011 and was to be effective from 1 April 2012. The effect of these rate changes will be to reduce the Group's future current tax charge. As this rate change to 25% has been substantively enacted it has the effect of reducing the Group's net deferred tax liabilities recognised at 28 January 2012 by £1.2 million.

The Budget on 21 March 2012 proposed further changes to the main rate of U.K. Corporation Tax, with the main rate of U.K. Corporation tax reducing to 24% from 1 April 2012 and a further two per cent reduction to 22% by 1 April 2014. These changes had not been substantively enacted at the balance sheet date and consequently are not included in these financial statements.

It has not yet been possible to quantify the full anticipated effect of the announced further 2% rate reduction due to legislation not being enacted, although this will further reduce the Company's future current tax charge and reduce the Group's deferred tax liabilities accordingly.

8. Earnings per share

Basic earnings per share have been calculated by dividing the earnings attributable to equity holders of the parent by the weighted average number of shares in issue during the year, excluding shares held by the employee share scheme trusts.

	2010	2011	2012
Profit attributable to equity holders of the Company (£000)	17,948	22,585	28,146
Weighted average number of ordinary shares in issue	114,954,228	115,156,794	114,985,449
Basic earnings per share (pence)	15.61	19.61	24.48

The weighted average number of shares in issue and the diluted weighted average number of shares in issue have been restated for all 3 years following the share subdivision that took place during the six months to 28 July 2012. This is in line with the requirements of IAS 33 Earnings per share.

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares. These represent share options granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the year. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

	2010	2011	2012
Profit attributable to equity holders of the Company (£000)	17,948	22,585	28,146
Weighted average number of ordinary shares in issue	114,954,228	115,156,794	114,985,449
Adjustment for dilutive effect of share options	849,345	648,381	641,976
Diluted weighted average number of ordinary shares in issue	115,803,573	115,805,175	115,627,425
Diluted earnings per share (pence)	15.50	19.50	24.34

9. Dividends

	2010 per share	2011 per share	2012 per share	2010 £000	2011 £000	2012 £000
Paid final dividend	5.07p	5.62p	6.22p	5,837	6,450	7,124
Paid interim dividend	2.08p	2.25p	2.43p	2,413	2,595	2,841
	7.15p	7.87p	8.65p	8,250	9,045	9,965

The directors proposed a final dividend in respect of the year ended 28 January 2012 of 6.88p per share, amounting to a dividend of £8,038,000. It was paid on 1 June 2012 to shareholders who were on the Register of Members on 4 May 2012.

This dividend was subject to approval by shareholders at the annual general meeting and has not been included as a liability in these financial statements in line with the requirements of IAS 10 Events after the Balance Sheet Date.

The dividend per share numbers have been restated for all 3 years following the share subdivision that took place during the six months to 28 July 2012.

10. Intangible assets

	Goodwill £000	Brands £000	Customer relationships £000	Water rights £000	Total £000
Cost
At 30 January 2010, 29 January 2011 and at 28 January 2012	23,274	50,276	3,532	742	77,824
Amortisation and impairment losses
At 30 January 2009	–	–	733	284	1,017
Amortisation for the year	–	–	391	–	391
At 30 January 2010	–	–	1,124	284	1,408
Amortisation for the year	–	–	392	–	392
Impairment recognised in the year	336	290	–	458	1,084
At 29 January 2011	336	290	1,516	742	2,884
Amortisation for the year	–	–	327	–	327
At 28 January 2012	336	290	1,843	742	3,211
Carrying amounts
At 30 January 2010	23,274	50,276	2,408	458	76,416
At 29 January 2011	22,938	49,986	2,016	–	74,940
At 28 January 2012	22,938	49,986	1,689	–	74,613

Customer relationships were intangible assets recognised on the acquisition of the Strathmore spring water business and Groupe Rubicon Limited. The amortisation charge represents the spreading of the cost over the assets' expected useful lives: the Strathmore customer relationships were fully amortised during the year to 28 January 2012 and the Rubicon asset has seven years remaining. This period has been reviewed at the statement of financial position date and remains appropriate.

Customer relationships were intangible assets recognised on the acquisition of the Strathmore spring water business. The amortisation charge represents the spreading of the cost over the assets' expected useful life, with the asset being fully amortised during the year to 28 January 2012.

The amortisation costs for the year have been included in the income statement as Administration costs for the three years presented.

Impairment tests for goodwill and brands

For impairment testing, goodwill and brands are allocated to the cash-generating unit (CGU) representing the lowest level at which goodwill is monitored for internal management purposes.

Goodwill £000	Brands £000	Water rights £000	Customer relationships £000	Total £000
				66,217
1,902	7,000	–	213	9,115
–	–	458	–	458
318	–	–	–	318
18	290	–	–	308
23,274	50,276	458	2,408	76,416
Goodwill £000	Brands £000	Water rights £000	Customer relationships £000	Total £000
				65,964
1,902	7,000	–	74	8,976
22,938	49,986	–	2,016	74,940
	21,036 21,036	42,986 42,986	– –	2,195 1,942

At 28 January 2012	Goodwill £000	Brands £000	Water rights £000	Customer relationships £000	Total £000
Rubicon operating unit	21,036	42,986	–	1,689	65,711
Strathmore operating unit	1,902	7,000	–	–	8,902
Total	22,938	49,986	–	1,689	74,613

The recoverable amount of a CGU is determined based on value in use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management which cover a three year period. Cash flows beyond the three years are extrapolated using the growth rates and other key assumptions as stated below:

Key assumptions

	2010				2011			2012
	Gross margin %	Growth rate %	Discount rate %	Gross margin %	Growth rate %	Discount rate %	Gross margin %	Growth rate %	Discount rate %
Rubicon operating unit	40.46	2.25	8.66	37.18	2.25	9.54	41.34	2.25	9.09
Strathmore operating unit	32.1	–	8.66	29	2.25	9.54	30.75	2.25	9.09

The Rubicon operating unit can be further allocated across Carbonates and Still drinks and water when determining the CGU required for impairment testing. No impairment was identified through this allocation.

The budgeted gross margin is based on past performance and management's expectation of market development. The weighted average growth rates used are consistent with the forecasts included in industry reports. The discount rates used are pre-tax.

The discount rate reflects management's estimate of pre-tax cost of capital adjusted for the specific risks impacting on each operating unit. The estimated pre-tax cost of capital is a benchmark for the Group provided by an independent third party.

Advertising and promotional costs are included in the breakdown, using latest annual budgets for the year to 26 January 2013 and projected costs thereafter.

The sports energy drink and vitamin drink markets continued to be challenging in the year to 29 January 2011. Following a strategic review in the six months to 31 July 2010, the directors took the decision to remove the Vitsmart brand from the vitamin drinks market. As the product had no foreseeable future cash flows, the related goodwill of £18,000 and brand of £290,000 were fully impaired. During the second half of the year ended 29 January 2011, a further strategic decision was made to remove the Taut brand from the sports and energy drinks market for the foreseeable future. Similarly, the goodwill of £318,000 recognised at the date of acquiring Taut (U.K.) Limited was fully written off in the year to 29 January 2011. Neither of the brands have any other assets associated with them that require an impairment review.

In addition, the water rights A.G. BARR p.l.c. holds for the use of the spring for Findlays water were written down to the recoverable value of £1. The impairment arose following declining volumes in the sales of Findlays water.

The impairment costs were charged as exceptional costs in the year to 29 January 2011.

Sensitivity analysis was carried out on the above calculations to review possible levels of impairment after adjusting discount rates. At 12%, the highest discount rate that could reasonably possibly be thought to apply, neither of the CGUs were impaired. Whilst cash flow projections used within the impairment reviews are subject to inherent uncertainty, changes within reason to the key assumptions applied in assessing the value in use calculation would not result in a change in the conclusions reached.

11. Property, plant and equipment

At 28 January 2012, the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £2,322,031 (2011: £2,769,199; 2010: £4,012,000).

		Land and buildings		Assets under
	Freehold	Long leasehold	and vehicles	construction	Total
	£000	£000	£000	£000	£000
Cost or deemed cost
At 31 January 2009	32,331	545	74,151	361	107,388
Additions	56	–	1,919	3,709	5,684
Transfer from assets under construction	31	–	433	(464)	–
Transfer from assets between categories	262	–	(262)	–	–
Disposals	–	–	(1,866)	–	(1,866)
At 30 January 2010	32,680	545	74,375	3,606	111,206
Additions	150	–	6,360	3,758	10,268
Transfer from assets under construction	–	–	5,442	(5,442)	–
Disposals	(13)	–	(5,033)	–	(5,046)
At 29 January 2011	32,817	545	81,144	1,922	116,428
Additions	66	–	5,035	1,503	6,604
Transfer from assets under construction	165	–	1,996	(2,161)	–
Disposals	(3,178)	–	(11,154)	–	(14,332)
At 28 January 2012	29,870	545	77,021	1,264	108,700
Depreciation
At 31 January 2009	2,659	413	45,455	–	48,527
Amount charged for year	346	75	7,073	–	7,494
Transfer of assets between categories	222	–	(222)	–	–
Impairment	–	–	1,031	–	1,031
Disposals	–	–	(1,748)	–	(1,748)
At 30 January 2010	3,227	488	51,589	–	55,304
Amount charged for year	383	15	6,927	–	7,325
Disposals	(13)	–	(4,758)	–	(4,771)
At 29 January 2011	3,597	503	53,758	–	57,858
Amount charged for year	349	11	6,614	–	6,974
Disposals	(761)	–	(10,244)	–	(11,005)
At 28 January 2012	3,185	514	50,128	–	53,827
Net book value
At 30 January 2010	29,453	57	22,786	3,606	55,902
At 29 January 2011	29,220	42	27,386	1,922	58,570
At 28 January 2012	26,685	31	26,893	1,264	54,873

12. Financial instruments

The financial instruments held by the Group and Company are categorised in the following tables:

At 30 January 2010	Loans and receivables £000	Assets at fair value through profit or loss £000	Total £000
Assets as per statement of financial position:
Derivative financial assets	–	27	27
Trade and other receivables	30,157	–	30,157
Cash and cash equivalents	10,926	–	10,926
Total	41,083	27	41,110

At 29 January 2011	Loans and receivables £000	Assets at fair value through profit or loss £000	Total £000
Assets as per statement of financial position:
Derivative financial assets	–	219	219
Trade and other receivables	34,733	–	34,733
Cash and cash equivalents	8,411	–	8,411
Total	43,144	219	43,363
At 28 January 2012	Loans and receivables £000	Assets at fair value through profit or loss £000	Total £000
Assets as per statement of financial position:
Derivative financial assets – current	–	176	176
Trade and other receivables	39,328	–	39,328
Cash and cash equivalents	8,289	–	8,289
Total	47,617	176	47,793

The assets at fair value through profit or loss represent foreign exchange forward contracts as at 28 January 2012 and foreign exchange forward contracts and a swaption as detailed in note 13 as at 29 January 2011 and 30 January 2010.

Cash and cash equivalents held by the Group have an original maturity of three months or less. The carrying amount of these assets approximates to their fair value.

At 30 January 2010	Derivatives used for hedging £000	Other financial liabilities at amortised cost £000	Total £000
Liabilities as per statement of financial position:
Borrowings	–	33,000	33,000
Derivative financial liabilities – non current	1,024	–	1,024
Trade payables	–	4,644	4,644
Total	1,024	37,644	38,668

At 29 January 2011	Derivatives used for hedging £000	Other financial liabilities at amortised cost £000	Total £000
Liabilities as per statement of financial position:
Borrowings	–	25,000	25,000
Derivative financial liabilities – current	416	–	416
Trade payables	–	6,346	6,346
Total	416	31,346	31,762

At 28 January 2012	Derivatives used for hedging £000	Other financial liabilities at amortised cost £000	Total £000
Liabilities as per statement of financial position: Borrowings	–	15,000	15,000
Derivative financial liabilities – current	309	–	309
Trade payables	–	9,065	9,065
Total	309	24,065	24,374

Trade and other payables are detailed in note 18.

The derivative financial liability as at 28 January 2012 related to forward foreign currency contracts.

The derivative financial liability as at 29 January 2011 and 30 January 2010 was an interest rate swap relating to outstanding borrowings and was accounted for using hedge accounting. The full fair value of the hedging derivative was classified as a current asset or liability as appropriate. The balance of the swap was classified as a non-current liability at 30 January 2010 and as a current liability at 29 January 2011 as it was contracted to end in the year to 28 January 2012.

No ineffectiveness from the interest rate swap was recognised in the income statement during any of the years presented.

The notional principal amounts of the outstanding interest rate swap contracts at 28 January 2012 were £nil (2011: £15,255,000; 2010: £25,830,000). The fixed interest rate was 4.57% and the floating rate was LIBOR for all 3 years.

Fair value hierarchy

IFRS 7 requires all financial instruments carried at fair value to be analysed under the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data.

All financial instruments carried at fair value are Level 2:

	2010 £000	2011 £000	2012 £000
Derivative financial assets	27	219	176
Derivative financial liabilities	(1,024)	(416)	(309)

Fair values of financial assets and financial liabilities

The table below sets out the comparison between the carrying amount and fair value of all of the Group's financial instruments, with the exception of trade and other receivables and trade and other payables.

	Book value 2010	Fair value 2010	Book value 2011	Fair value 2011	Book value 2012	Fair value 2012
Financial assets	£000	£000	£000	£000	£000	£000
Current assets
Cash and cash equivalents	10,926	10,926	8,411	8,411	8,289	8,289
Derivative financial instruments	27	27	219	219	176	176
Total financial assets	10,953	10,953	8,630	8,630	8,465	8,465
Financial liabilities	Book value 2010 £000	Fair value 2010 £000	Book value 2011 £000	Fair value 2011 £000	Book value 2012 £000	Fair value 2012 £000
Current liabilities
Borrowings	8,000	8,000	5,000	5,000	5,000	5,000
Derivative financial instruments	1,024	1,024	416	416	309	309
Non-current liabilities
Borrowings	25,000	24,281	20,000	19,581	10,000	9,887
Total financial liabilities	34,024	33,305	25,416	24,997	15,309	15,196

The fair value of the current trade and other receivables and the current trade and other payables approximates to their book value as none of the balances are interest bearing.

For the current borrowings, the impact of discounting is not significant as the borrowings will be paid within 12 months of the year end date. The carrying amount approximates their fair value.

The fair values of the non-current borrowings are based on cash flows discounted using the current variable interest rate charged on the borrowings of 1.45% (2011: 1.25%; 2010:1.17%) and a discount rate of 3% for all 3 years.

13. Financial assets at fair value through profit or loss

	2010 £000	2011 £000	2012 £000
Foreign exchange forward contracts	–	218	176
Swaption	27	1	–

Foreign exchange contracts are contracts entered into to buy or sell foreign currency at a set rate within one year of the statement of financial position date. The market value of these contracts at 28 January 2012 was £176,000 (2011: £218,000).

The Swaption at 29 January 2011 was an option to enter into an interest rate swap within one year. The option to exercise the Swaption in the year to 28 January 2012 was not taken and as the option has expired it has no closing value.

Changes in fair values of financial assets at fair value through profit or loss are included within Administration costs within the income statement.

14. Inventories

	2010 £000	2011 £000	2012 £000
Returnable containers	717	656	552
Materials	4,565	6,822	5,822
Finished goods	10,759	13,331	12,597
	16,041	20,809	18,971

15. Trade and other receivables

	2010 £000	2011 £000	2012 £000
Trade receivables	28,008	32,409	37,701
Less: provision for impairment of receivables	(687)	(466)	(739)
Trade receivables – net	27,321	31,943	36,962
Other receivables	536	143	20
Prepayments and accrued income	2,300	2,647	2,346
	30,157	34,733	39,328

The fair values of the trade and other receivables are taken to be their book values less any provision for impairment, as there are no interest bearing debts.

Based on past experience, the Group believes that no impairment allowance is necessary in respect of trade receivables not past due. 99% (2011: 99%; 2010: 98%) of the closing trade receivables balance relates to customers that have a good track record with the Group.

The maximum exposure for both the Group and the Company to credit risk for trade receivables at the reporting date by type of customer was:

Total	28,008	32,409	37,701
Direct to store customers	3,443	3,437	3,736
Major customers	24,565	28,972	33,965
	2010 £000	2011 £000	2012 £000

The Group's most significant customer, a U.K. major customer, accounts for £2,157,000 of the trade receivables carrying amount at 28 January 2012 (29 January 2011: £1,577,000; 2010: £3,690,000).

The ageing of the Group's trade receivables and their related impairment at the reporting date for the Group was:

		2010		2011		2012
	Gross £000	Impairment £000	Gross £000	Impairment £000	Gross £000	Impairment £000
Not past due	27,098	–	30,609	–	36,081	–
Past due 1 to 30 days	401	(178)	1,319	(163)	367	(89)
Past due 31 to 60 days	119	(119)	355	(177)	231	(61)
Past due 61 + days	390	(390)	126	(126)	1,022	(589)
Total	28,008	(687)	32,409	(466)	37,701	(739)

The carrying amount of the Group's trade and other receivables are denominated in the following currencies:

	2010 £000	2011 £000	2012 £000
U.K. Sterling	29,914	34,554	39,012
US Dollars	46	29	64
Euro	197	150	252
	30,157	34,733	39,328

Movements in the Group's provisions for impairment of trade receivables were as follows:

At end of year	687	466	739
Net provision (released)/charged during the year	(91)	(221)	273
At start of year	778	687	466
	2010 £000	2011 £000	2012 £000

The provision allowance in respect of trade receivables is used to record impairment losses unless the Group are satisfied that no recovery of the amount owing is possible. At that point, the amounts are considered irrecoverable and are written off against the trade receivable directly, with a corresponding charge being recorded in Administration costs. Where trade receivables are past due, an assessment is made of individual customers and the outstanding balance. No provision is required in respect of amounts owed by subsidiary companies.

The creation and release of the trade receivables provision has been included within Administration costs in the income statement.

The other classes within trade and other receivables do not contain impaired assets.

The credit quality of the holder of the Cash at bank is AA(-) rated (2011: AA(-) rated; 2010: AA(-) rated).

16. Assets classified as held for sale

Group and Company	2010 £000	2011 £000	2012 £000
Opening land and buildings	2,864	2,400	2,400
Sale of property during the year	(464)	–	(2,400)
Closing land and buildings	2,400	2,400	–

The Atherton production site was closed during the year to 26 January 2008. The land and buildings were classified as an asset held for sale as at 30 January 2010 and 29 January 2011. The land and buildings were sold in August 2011.

A gain of £109,000 was realised on the disposal of the property and has been included within the gain on disposal of property, plant and equipment as disclosed in note 2.

17. Borrowings

All of the Group's borrowings are denominated in U.K. Sterling.

2010 £000	2011 £000	2012 £000
8,000	5,000	5,000
25,000	20,000	10,000
33,000	25,000	15,000

A bank arrangement fee of £366,000 was incurred in arranging the original borrowing facility in the year to 30 January 2009.

During the year to 28 January 2012 negotiations were concluded with the bank to replace the 2011 expiring facility with a new three year working capital facility through to 2014. A further £60,000 of arrangement fees were incurred in negotiating this facility.

The combined fees are amortised over the life of the loan from the date that the fees were incurred and are expected to be fully amortised in the year to 25 January 2014.

The amortisation charge is included in the Finance costs line in the income statement.

Unamortised arrangement fee	(261)	(186)	(151)
Non-current bank borrowings disclosed in the statement of financial position	24,739	19,814	9,849
Non-current bank borrowings	25,000	20,000	10,000
	2010	2011	2012
	£000	£000	£000

Bank borrowings are secured on the entire net assets of the Group.

The movements in the borrowings are analysed as follows:

	2010 £000	2011 £000	2012 £000
Opening loan balance	38,000	33,000	25,000
Borrowings made	5,000	12,000	7,500
Repayments of borrowings	(10,000)	(20,000)	(17,500)
Closing loan balance	33,000	25,000	15,000

The borrowings are scheduled to be repaid over the next one and a half years under a payment schedule agreed with the lender.

The maturity profile of the borrowings is as follows:

	2010 £000	2011 £000	2012 £000
Less than one year	8,000	5,000	5,000
One to five years	25,000	20,000	10,000
	33,000	25,000	15,000
18. Trade and other payables
	2010 £000	2011 £000	2012 £000
Trade payables	4,644	6,346	9,065
Other taxes and social security costs	2,922	3,721	4,538
Accruals	24,270	29,495	22,632
	31,836	39,562	36,235

The table below analyses the Group's financial liabilities into the relevant maturity groupings based on the remaining period at the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

	Up to one	Over
At 30 January 2010	year £000	one year £000	Total £000
Borrowings	8,369	25,439	33,808
Trade payables	4,644	–	4,644
Accruals	24,270	–	24,270
Financial instruments	1,007	503	1,510
	38,290	25,942	64,232
	Up to one	Over
At 29 January 2011	year £000	one year £000	Total £000
Borrowings	5,157	20,313	25,470
Trade payables	6,346	–	6,346
Accruals	29,495	–	29,495
Financial instruments	416	–	416
	41,414	20,313	61,727
	Up to one	Over
At 28 January 2012	year £000	one year £000	Total £000
Borrowings	5,108	10,108	15,216
Trade payables	9,065	–	9,065
Accruals	22,632	–	22,632
Financial instruments	309	–	309
	37,114	10,108	47,222

As trade and other payables are not interest bearing their fair value is taken to be the book value. Disclosures relating to borrowings are included in note 17.

19. Provisions

	2010 £000	2011 £000	2012 £000
Opening provision	80	1,962	777
Provision created during the year	1,886	72	60
Provision released during the year	–	(186)	(70)
Provision utilised during the year	(4)	(1,071)	(676)
Closing provision	1,962	777	91

The provision made during the year to 30 January 2010 related to the expected restructuring costs, including employee termination costs and environmental costs associated with the closure of the Atherton and Mansfield production sites.

The employee termination costs were based on a detailed plan agreed between management and employee representatives. This provision has been utilised during the year to 29 January 2011 and the year to 28 January 2012.

£63,000 of the provision release during the year to 28 January 2012 related to environmental costs that were not incurred as had been originally expected.

The provision created in the year to 29 January 2011 related to additional redundancy costs associated with the Group reorganisation.

The provision created in the year to 28 January 2012 relates to additional redundancy costs recognised as the related payments were made during the year. The balance of the closing provision is expected to be utilised in the year to 26 January 2013.

20. Deferred income

	2010 £000	2011 £000	2012 £000
At start of year	144	76	72
Credit to income statement	(68)	(4)	(72)
At end of year	76	72	–

The credit to the income statement for the year ended 28 January 2012 was the release of a government grant received in respect of the Atherton production site. The grant had been received several years ago and was being amortised over the expected life of the site.

When the Atherton site was classified as held for sale the amortisation of the grant ceased. The remaining balance of the grant was released on the sale of the site and included within the gain on sale recognised on the disposal.

The credit to the income statement for the year ended 30 January 2010 was in relation to a grant received by Rubicon Drinks Limited, a subsidiary company. The grant was fully released in the year to 30 January 2010.

21. Deferred tax assets and liabilities

£000	Retirement benefit obligations	Share-based payments	Total deferred tax asset	Retirement benefit surplus	Accelerated tax depreciation	Total deferred tax liability	Net deferred tax liability
At 30 January 2009	1,396	256	1,652	–	(17,709)	(17,709)	(16,057)
(Charge)/credit to the income statement (note 7) Credit to other	(737)	141	(596)	–	1,391	1,391	795
comprehensive income	979	343	1,322	–	–	–	1,322
At 30 January 2010 (Charge)/credit to the income	1,638	740	2,378	–	(16,318)	(16,318)	(13,940)
statement (note 7) (Charge)/credit to other	(771)	54	(717)	–	101	101	(616)
comprehensive income	(1,432)	82	(1,350)	–	–	–	(1,350)
Transfer from asset to liability category	565	–	565	(565)	–	(565)	–
At 29 January 2011	–	876	876	(565)	(16,217)	(16,782)	(15,906)
Credit/(charge) to the income statement (note 7)		51	51	(1,376)	2,040	664	715
(Charge)/credit to other comprehensive income	–	(11)	(11)	2,038	–	2,038	2,027
Transfer from liability to asset category	97	–	97	(97)	–	(97)	–
At 28 January 2012	97	916	1,013	–	(14,177)	(14,177)	(13,164)

22. Lease commitments

The total future minimum lease payments under non-cancellable operating leases are as follows for the Group and Company:

Total lease commitments	2,805	4,272	3,477
Due beyond five years	757	757	559
More than one year but not more than five years	1,449	2,482	1,482
No later than one year	599	1,033	1,436
	2010 £000	2011 £000	2012 £000

In the year to 30 January 2010 the Company entered into an operating lease for its Company car fleet. This has resulted in an ongoing reduction in capital expenditure alongside an increase in the lease commitments in the years to 29 January 2011 and 30 January 2012. The Group also leases various office properties, warehouses and computer equipment.

Warehouse space at the Group's Mansfield site has been leased to a third party on a short term basis prior to the sale of the site. Future minimum lease receivables under the non-cancellable operating lease total £18,000.

23. Financial risk management

Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.

Risk management is carried out by the finance department in accordance with policies approved by the board of directors. The Group's finance department identifies, evaluates and manages financial risks in close co-operation with the Group's operating units. The board provides guidance on overall market risk management including use of derivative financial instruments and investment of excess liquidity. In addition, treasury matters are dealt with by the Treasury Committee.

Market risk

Foreign exchange risk

The Group operates internationally. The Group primarily buys and sells in Sterling but does have some purchases and sales denominated in US Dollars and Euros. For the year ended 28 January 2012, if Sterling had weakened/ strengthened by 10% against the US dollar or Euro, with all other variables held constant, there would have been a negligible effect on post tax profit (29 January 2011: negligible impact on post tax profit; 30 January 2010: negligible impact on post tax profit). The Group periodically enters into forward option contracts to purchase foreign currencies for known capital purchases where the value and volume of trading purchases is known.

Price risk

The Group is not exposed to equity securities price risk because no such investments are held by the Group.

The Group purchases a wide range of commodities in the ordinary course of business. Exposure to changes in the market price of certain of these commodities, including sugar, plastic, aluminium and mango, is managed through the use of forward physical supply contracts, primarily to convert floating or indexed prices to fixed prices. The use of such contracts to hedge commodity exposures is governed by the Group's risk management policies and is continually monitored by the Treasury Committee. Commodity derivatives also provide a way to meet customers' pricing requirements whilst achieving a price structure consistent with the Group's overall pricing strategy.

All of the Group's commodity derivatives are treated as 'own use' contracts, which are outside the scope of IAS 39, since they are both entered into, and continue to be held, for the purposes of the Group's ordinary operations, and are not net settled (the Group takes physical delivery of the commodity concerned). 'Own use' contracts do not require accounting entries until the commodity purchase actually crystallises.

The majority of the Group's forward physical contracts and commodity derivatives have original maturities of less than one year.

Cash flow and fair value interest rate risk

As the Group has no significant interest-bearing assets, the Group's income and operating cash flows are substantially independent of changes in market interest rates.

The Group's interest rate risk arises from long term borrowings. Borrowings obtained at variable rates expose the Group to cash flow interest rate risk, which is partially offset by cash held at variable rates.

During the year to 28 January 2012 the interest rate swap held by the Group expired. Due to the low interest rate levels in the year and their expected low level in the coming year no interest rate swaps have been entered into. The interest rate swaption held by the Group (note 13) was allowed to expire as it was not beneficial to the Group to exercise the option.

At 28 January 2012, if interest rates on Sterling-denominated borrowings at that date had been 0.5% higher/lower with all other variables held constant, there would have been a negligible change in the post tax profit for the year (29 January 2011: negligible impact; 30 January 2010: negligible impact).

Credit risk

Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to major and direct to store customers, including outstanding receivables and committed transactions.

For banks and financial institutions, only independently rated parties with a minimum rating of "A" are accepted. If major customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control processes assess the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set by the management committee based on internal or external ratings. The utilisation of credit limits is regularly monitored. Sales to direct to store customers are largely settled in cash in order to manage credit risk from smaller, independent stores.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying business, the Group maintains flexibility in funding by maintaining sufficient cash reserves and the availability of borrowing facilities.

Management monitors rolling forecasts of the Group's liquidity reserve (which comprises undrawn borrowing facilities and cash and cash equivalents) on the basis of expected cash flows. This is carried out at a Group level and involves projecting cash flows for capital expenditure and considering the level of liquid assets necessary to meet these.

Capital risk management

The Group defines 'capital' as being net debt plus equity.

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern and maintain an appropriate capital structure to balance the needs of the Group to grow, whilst operating with sufficient headroom within its bank covenants.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group has a number of options available to it including modifying dividend payments to shareholders, returning capital to shareholders or issuing new shares. In this way, the Group balances returns to shareholders between long term growth and current returns whilst maintaining capital discipline in relation to investing activities and taking any necessary action on costs to respond to the current environment.

The Group monitors capital on the basis of the net debt/EBITDA ratio. Net debt is calculated as being the net of cash and cash equivalents, interest-bearing loans and borrowings. The net debt/EBITDA ratio enables the Group to plan its capital requirements in the medium term. The Group uses this measure to provide useful information to financial institutions and investors. The Group believes that the current net debt/EBITDA ratio provides an efficient capital structure and an acceptable level of financial flexibility.

For the year ended 28 January 2012, the net debt/EBITDA ratio was 0.2 times (year ended 29 January 2011: 0.4 times; year ended 30 January 2010: 0.6 times).

The Group monitors capital efficiency on the basis of the return on capital employed ratio ('ROCE'). In the financial year ended 28 January 2012, ROCE improved to 22.8% from 21.4% (2011: ROCE improved to 21.4% from 19.2%).

24. Retirement benefit obligations/surplus

During the year the Company operated two pension schemes, the A.G. BARR p.l.c. (2005) Defined Contribution Scheme and the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme. The latter is a funded defined benefit scheme based on final salary which also includes a defined contribution section for the pension provision of new executive entrants. Under the defined benefit scheme, the employees are entitled to retirement benefits based on final pensionable pay. No other post-retirement benefits are provided.

Defined benefit scheme: actuarial valuation

The assets of the scheme are held separately from those of the Company and are invested in managed funds. A full valuation of the scheme was conducted as at 5 April 2011 using the attained age method (previous full valuation conducted as at 1 April 2008)

The total assets of the defined benefit scheme at valuation were £81,825,000 (1 April 2008: £59,963,000).

The assumptions which have the most significant effect on the results of the valuations are those relating to the discount rate (post-retirement), rate of inflation, real salary growth (above inflation) and life expectancy. For the purposes of the 5 April 2011 valuation, the discount and inflation rates were assumed to be 4.9% and 3.45% respectively. Salary increases were assumed to be 4.7% and the expected age at death for males was 88 to 89 and for females was 90 to 92 depending on their age at 5 April 2011.

The surplus as at 5 April 2011 determined using the above assumptions was £2,300,000 (1 April 2008: deficit of £10,300,000)

Defined benefit scheme: IAS 19 information

The full actuarial valuation carried out at 5 April 2011 was updated to 28 January 2012 by a qualified independent actuary.

The valuation used for the defined benefit scheme has been based on market conditions as at the Company year end.

The amounts recognised in the statement of financial position are as follows:

Deficit/(surplus) recognised in the statement of financial position	5,855	(2,092)	387
Fair value of scheme assets	(68,362)	(79,506)	(82,954)
Present value of funded obligations	74,217	77,414	83,341
	2010 £000	2011 £000	2012 £000

The amounts recognised in the statement of financial position are as follows:

	2010 £000	2011 £000	2012 £000
Interest on obligation	3,995	4,202	4,357
Expected return on scheme assets	(3,624)	(4,446)	(5,234)
Net finance income relating to defined benefit schemes (note 6)	371	(244)	(877)
Curtailment gain	–	(341)	(497)
Past service credit	–	–	(2,582)
Current service cost	1,007	1,305	1,181
Total cost/(income) recognised in the income statement	1,378	720	(2,775)

The current service charge has been included within Administration costs in the income statement.

The curtailment gain has arisen due to the closure of the Mansfield production site. The Group's defined benefit obligation reduced by £497,000 (2011: £341,000), with a corresponding £497,000 (2011: £341,000) credit being recognised in the consolidated income statement within exceptional items.

As disclosed in note 5, a pension increase exercise was undertaken during the year to 28 January 2012. This resulted in a past service cost credit of £2,582,000 being recognised. This has been treated as an exceptional item in the year to 28 January 2012.

Changes in the present value of the defined benefit obligation are as follows:

	2010 £000	2011 £000	2012 £000
Opening defined benefit obligation	62,102	74,217	77,414
Service cost	1,007	1,305	1,181
Interest cost	3,995	4,202	4,357
Curtailment gain	–	(341)	(497)
Past service credit	–	–	(2,582)
Actuarial losses	9,388	320	6,201
Members' contributions	167	90	68
Benefits paid	(2,328)	(2,305)	(2,714)
Premiums paid	(114)	(74)	(87)
Closing defined benefit obligation	74,217	77,414	83,341

The U.K. Government announced on 8 July 2010 that statutory pension increases or revaluations would be based on the Consumer Prices Index measure of price inflation from 2011, rather than the Retail Prices Index measure of price inflation. Under the rules of the defined benefit element of the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme, the change in the measure has only affected deferred members of the scheme. Under the accounting policies of the Group, the change in the assumption was accounted for as an actuarial gain, and in the year to 29 January 2011, resulted in a reduction in defined benefit obligation of £500,000.

Changes in the fair value of the scheme assets are as follows:

	2010 £000	2011 £000	2012 £000
Opening fair value of scheme assets	57,113	68,362	79,506
Expected return	3,624	4,446	5,234
Actuarial gains/(losses)	5,890	4,918	(2,946)
Employer's contributions	4,010	4,069	3,893
Members' contributions	167	90	68
Benefits paid	(2,328)	(2,305)	(2,714)
Premiums paid	(114)	(74)	(87)
Closing fair value of scheme assets	68,362	79,506	82,954

The analysis of the movement in the statement of financial position is as follows:

	2010 £000	2011 £000	2012 £000
Opening net (liability)/surplus	(4,989)	(5,855)	2,092
Total (expense)/credit recognised in the income statement	(1,378)	(720)	2,775
Employer's contributions	4,010	4,069	3,893
Net actuarial (losses)/gains recognised in the year	(3,498)	4,598	(9,147)
Closing net (liability)/surplus	(5,855)	2,092	(387)
Cumulative gains/ (losses)	2010 £000	2011 £000	2012 £000
Cumulative amount at start of year	2,439	(1,059)	3,539
Actuarial (losses)/gains recognised in the year	(3,498)	4,598	(9,147)
Cumulative amount at end of year	(1,059)	3,539	(5,608)
	2010	2011	2012
Actual return on scheme assets	£000	£000	£000
Actual return on scheme assets	9,514	9,364	2,288

Principal assumptions

Financial assumptions

	2008	2009	2010	2011	2012
Discount rate	5.90%	6.50%	5.70%	5.70%	4.80%
Expected return on scheme assets	6.70%	6.70%	6.25%	6.42%	6.54%
Future salary increases	4.65%	4.75%	4.75%	4.75%	4.35%
Inflation assumption	3.40%	3.50%	3.50%	3.50%	3.10%

To develop the expected long term rate of return on assets assumptions, the Company considered the current level of expected returns on risk free investments (primarily government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long term rate of return on assets' assumptions for the portfolio. This resulted in the selection of the 5.08% assumption as at 28 January 2012 and is the expected long term rate of return for the year ending 26 January 2013.

Mortality assumptions

The mortality tables adopted in finalising the fair value of the liabilities is PA92 (Year of birth) mc + 2 years. This assumes that the expected age at death for males is 87 to 88 (2011: 86 to 88) and for females is 89 to 91 depending on their age at 28 January 2012.

The fair value of scheme assets at the year end dates is analysed as follows:

Total market value of scheme assets	57,961	57,113	68,362	79,506	82,954
Cash	5,796	5,997	4,102	2,172	4,833
Bonds	13,331	18,333	21,739	22,087	24,526
Equities	38,834	32,783	42,521	55,247	53,595
	2008 £000	2009 £000	2010 £000	2011 £000	2012 £000

The history of the scheme is as follows:

(Deficit)/Surplus	(8,009)	(4,989)	(5,855)	2,092	(387)
Scheme assets	57,961	57,113	68,362	79,506	82,954
Defined benefit obligation	(65,970)	(62,102)	(74,217)	(77,414)	(83,341)
	2008 £000	2009 £000	2010 £000	2011 £000	2012 £000

Sensitivity review

The sensitivity of the overall pension liability to changes in the weighted principal assumptions is:

30 January 2010

	Change in assumption	Impact on overall liabilities
Discount rate	Increase/decrease by 0.25%	Decreases/increases liabilities by £3.1m
Rate of inflation	Increase/decrease by 0.25%	Increases/decreases liabilities by £1.7m
Real salary growth	Increase/decrease by 0.25%	Increases/decreases liabilities by £0.9m
Life expectancy	Increase/decrease by 1 year	Increases/decreases liabilities by £1.9m

29 January 2011

	Change in assumption	Impact on overall liabilities
Discount rate	Increase/decrease by 0.1%	Decreases/increases liabilities by £1.8m
Rate of inflation	Increase/decrease by 0.1%	Increases/decreases liabilities by £0.4m
Life expectancy	Increase/decrease by 1 year	Increases/decreases liabilities by £1.5m

	Change in assumption	Impact on overall liabilities
Discount rate	Increase/decrease by 0.25%	Decreases/increases liabilities by £3.8m/£4.1m
Rate of inflation	Increase/decrease by 0.25%	Increases/decreases liabilities by £2.1m/£2.0m
Life expectancy	Increase/decrease by 1 year	Increases/decreases liabilities by £2.8m

The Group expects to pay £1.1m of contributions to the defined benefit scheme in the year to 26 January 2013. The deficit recovery contributions ceased at the end of January 2012.

The pension costs for the defined contribution scheme are as follows:

	2010	2011	2012
	£000	£000	£000
Defined contribution costs	801	1,410	1,594

25. Share capital

	2010		2011		2012
	Shares	£	Shares	£	Shares	£
Issued and fully paid	116,768,778	4,865,366	116,768,778	4,865,366	116,768,778	4,865,366

The Company has one class of ordinary shares which carry no right to fixed income.

At the annual general meeting on 21 May 2012 a resolution was passed to subdivide the Company's issued and to be issued share capital. Each ordinary share of 12.5 pence was subdivided into three ordinary shares of 4 1/6 pence each. The number of issued ordinary shares has trebled from 38,922,926 to 116,768,778 and the board believes that the subdivision will improve liquidity and marketability of the shares. The above numbers have been restated to reflect this subdivision as have the number of shares purchased in each year as disclosed in the following paragraph.

During the year to 28 January 2012 the Company's employee benefit trusts purchased 741,708 (2011: 1,125,060; 2010: 599,817) shares. The total amount paid to acquire the shares has been deducted from shareholders' equity and is included within retained earnings. At 28 January 2012 the shares held by the Company's employee benefit trusts represented 1,781,337 (2011: 1,658,547; 2010: 1,821,141) shares at a purchased cost of £6,678,941 (2011: £5,465,821; 2010: £3,885,450).

26. Share-based payments

The Group runs a number of share award plans and share option plans:

A.G. Barr Savings Related Share Option Scheme ('SAYE')

The SAYE is HMRC approved and is available to all qualifying employees, including executive directors. It is based on a five year savings contract which provides the participant with an option to purchase shares after five years at a discounted price fixed at the time the contract is taken out, or earlier as provided by the scheme rules. No performance conditions require to be met by any participant in order to exercise their option under the SAYE.

All SAYEs outstanding at 28 January 2012, 29 January 2011 and 30 January 2010 have no performance criteria attached other than the requirement for the employee to remain in the employment of the Company and to continue contributing to the plan. Options granted under the SAYE must be exercised within six months of the relevant award vesting date.

The SAYE is open to all qualifying employees in employment at the date of inception of the scheme. Options are normally exercisable after five years from the date of grant. The price at which options are offered is not less than 80% of the average of the middle-market price of the five dealing days immediately preceding the date of invitation.

The movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

		2010		2011	2012
	Options	Average exercise price in pence per share	Options	Average exercise price in pence per share	Options	Average exercise price in pence per share
At start of the year	1,841,286	146p	1,793,898	146p	1,872,114	214p
Granted in the year	–	–	1,045,362	254p	–	–
Forfeited	(31,140)	157p	(66,849)	161p	(162,129)	242p
Exercised	(16,248)	133p	(900,297)	130p	(81,840)	177p
At end of the year	1,793,898	146p	1,872,114	214p	1,628,145	213p

None of the options listed above were exercisable at the respective year end dates. The outstanding options at the year end had exercise prices of £1.63 and £2.54 (2011: £1.63 and £2.54; 2010: £1.29 and £1.63).

The weighted average share price on the dates that options were exercised in the year to 28 January 2012 was £4.08 (29 January 2011: £3.97; 30 January 2010: £2.40).

The weighted average remaining contractual life of the outstanding share options at the year end is 3 years (2011: 4 years; 2010: 2 years).

The number of options and exercise prices have been restated for all 3 years following the share subdivision that took place during the six months to 28 July 2012.

A.G. Barr Long Term Incentive Plan

This scheme was approved by shareholders at the AGM held on 19 May 2003 and amended by resolution of the shareholders at the AGM held on 26 May 2009. It is available to reward executive directors by the award of shares if the average earnings per share ("EPS") of the three years running up to and including the year of calculation exceeds the average EPS of the three years preceding that period, both being adjusted for Retail Price Index, by 10% points or more. No part of an award vests if EPS growth is less than 10% points above RPI growth over the three year period. 20%-99.9% of an award vests on a sliding scale where EPS growth exceeds RPI growth by 10% points or more but by less than 32.5% points. 100% of an award vests where EPS growth exceeds RPI growth by 32.5% points or more. The maximum value of any award of shares is 100% of basic salary.

During the 3 years, awards of shares were made to the executive directors.

The weighted average fair values of the share awards made during the periods were determined using the Black-Scholes valuation model. The significant inputs to the model were as follows:

Date of grant	October 2009	April 2010	April 2011
Number of instruments granted	321,354	280,248	211,821
Share price at date of grant	287p	325p	445p
Contractual life in years	3.00	3.00	3.00
Dividend yield	3.25%	2.34%	1.69%
Expected outcome of meeting performance criteria (at grant date)	70%	85%	78%
Fair value determined at grant date (Restated)	260p	303p	424p

The number of instruments granted and share price at date of grant have been restated for all 3 years following the share subdivision that took place during the six months to 28 July 2012.

A.G. Barr All-Employee Share Ownership Plan ("AESOP")

The AESOP is HMRC approved and the executive directors participate in both sections of the scheme, which is open to all qualifying employees.

The partnership share element provides that for every three shares a participant purchases in the Company, up to a maximum contribution of £125 per month, the Company will purchase one matching share. The matching shares purchased are held in trust in the name of the individual.

There are various rules as to the period of time that the shares must be held in trust but after five years the shares can be released tax free to the participant.

The free share element allows participants to receive shares to the value of a common percentage of their earnings, related to the performance of the Group. The maximum value of the annual award is £3,000 and the shares awarded are held in trust for five years.

Under the terms of this scheme, the matching shares will be forfeited if the participant leaves the employment of the Company within three years of the award. All other partnership, matching and free shares must be removed from the trust if employment with the Company ceases.

A resolution to re-approve the AESOP for a further ten years was approved by shareholders at the 2012 AGM.

27. Subsequent events

As disclosed in note 9, the directors proposed that a final dividend of 6.88p per share would be paid to shareholders on 1 June 2012.

28. Related party transactions

Compensation of key management personnel

The remuneration of the executive directors and other members of key management (the management committee) during the year was as follows:

	2010	2011	2012
	£000	£000	£000
Salaries and short term benefits	2,436	2,499	2,071
Pension and other costs	213	266	263
Share-based payments	24	24	24
	2,673	2,789	2,358

Retirement benefit plans

The Group's retirement benefit plans are administered by an independent third party service provider. During the year the service provider charged the Group £492,171 (2011: £418,364; 2010: £381,829) for administration services in respect of the retirement benefit plans. At the year end £nil (2011: £nil; 2010: £nil) was outstanding to the service provider on behalf of the retirement benefit plans.

29. Going concern

The directors are confident that it is appropriate for the going concern basis to be adopted in preparing the financial statements. The statement of financial position shows net assets of £127,020,000 (2011: £116,707,000; 2010: £100,509,000) and the Company has sufficient reserves to continue making dividend payments. The liquidity and cash generation for the Group has continued to be very strong, with the Group's net debt position decreasing from £16,589,000 at 29 January 2011 to £6,711,000 at 28 January 2012 (2011: decreased from £22,074,000 at 30 January 2010 to £16,589,000 at 29 January 2011; 2010: decreased from £31,320,000 at 31 January 2009 to £22,074,000 at 30 January 2010).

PART VI INTERIM UNAUDITED FINANCIAL STATEMENT OF A.G. BARR FOR THE SIX MONTH PERIOD ENDED 28 JULY 2012

Basis of preparation

The following unaudited interim financial information is the consolidated financial information of the A.G. Barr Group as at and for the six month period ended 28 July 2012.

The unaudited interim financial information has been adjusted from the A.G. Barr Group's unaudited interim results for the six months ended 28 July 2012 to a form consistent with the accounting policies and presentation that will be adopted in the Combined Group's first annual report and accounts following the Merger becoming Effective.

Consolidated Condensed Income statement

		6 months ended 28 July 2012		6 months ended 30 July 2011			Year ended 28 January 2012
	Note	Total £000	Before exceptional items £000	Exceptional items £000	Total £000	Before exceptional items £000	Exceptional items £000	Total £000
Revenue	4	121,616	117,073	–	117,073	222,896	–	222,896
Cost of sales		(65,829)	(61,647)	(522)	(62,169)	(117,142)	(1,111)	(118,253)
Gross profit	4	55,787	55,426	(522)	54,904	105,754	(1,111)	104,643
Operating expenses		(40,221)	(38,721)	619	(38,102)	(72,393)	2,975	(69,418)
Operating profit	6	15,566	16,705	97	16,802	33,361	1,864	35,225
Finance income		16	42	–	42	936	–	936
Finance costs		(688)	(551)	–	(551)	(744)	–	(744)
Profit before tax		14,894	16,196	97	16,293	33,553	1,864	35,417
Tax on profit	7	(3,247)	(3,754)	(26)	(3,780)	(7,933)	662	(7,271)
Profit attributable to equity holders		11,647	12,442	71	12,513	25,620	2,526	28,146
Earnings per share
Basic earnings per share	8	10.14	10.81	0.06	10.87	22.28	2.20	24.48
Diluted earnings per share	8	10.11	10.75	0.06	10.81	22.16	2.18	24.34

Consolidated Condensed Statement of Comprehensive Income

	6 months ended 28 July 2012 £000	6 months ended 30 July 2011 £000	Year ended 28 January 2012 £000
Profit after tax	11,647	12,513	28,146
Other comprehensive income
Actuarial loss recognised on defined benefit pension plans	(6,949)	(3,641)	(9,147)
Effective portion of changes in fair value of cash flow hedges	(337)	382	382
Deferred tax movements on items taken direct to equity	1,275	754	2,027
Other comprehensive income for the period, net of tax	(6,011)	(2,505)	(6,738)
Total comprehensive income attributable to equity holders of the parent	5,636	10,008	21,408

Consolidated Condensed Statement of Changes in Equity

At 28 July 2012		4,865	905	2,856	(337)	116,728	125,017
Dividends paid		–	–	–	–	(7,872)	(7,872)
Transfer of reserve on share award		–	–	(26)	–	26	–
Recognition of share-based payment costs		–	–	546	–	–	546
Proceeds on disposal of shares by employee benefit trusts	19	–	–	–	–	1,034	1,034
Company shares purchased for use by employee benefit trusts	19	–	–	–	–	(1,347)	(1,347)
Total comprehensive income for the period		–	–	108	(337)	5,865	5,636
Profit for the period		–	–	–	–	11,647	11,647
Deferred tax on items taken direct to equity		–	–	108	–	1,167	1,275
Actuarial loss on defined benefit pension plans		–	–	–	–	(6,949)	(6,949)
Cash flow hedge – recognition of fair value		–	–	–	(337)	–	(337)
At 28 January 2012		4,865	905	2,228	–	119,022	127,020
	Note	Share capital £000	Share premium account £000	Share options reserve £000	Cash flow hedge reserve £000	Retained earnings £000	Total £000

At 30 July 2011		4,865	905	1,888	–	110,955	118,613
Dividends paid		–	–	–	–	(7,163)	(7,163)
Transfer of reserve on share award		–	–	(499)	–	499	–
Recognition of share-based payment costs		–	–	453	–	–	453
Proceeds on disposal of shares by employee benefit trusts	19	–	–	–	–	1,057	1,057
Company shares purchased for use by employee benefit trusts	19	–	–	–	–	(2,449)	(2,449)
Total comprehensive income for the period		–	–	(47)	382	9,673	10,008
Profit for the period		–	–	–	–	12,513	12,513
Deferred tax on items taken direct to equity		–	–	(47)	–	801	754
Actuarial loss on defined benefit pension plans		–	–	–	–	(3,641)	(3,641)
Cash flow hedge – recognition of fair value		–	–	–	382	–	382
At 29 January 2011		4,865	905	1,981	(382)	109,338	116,707
	Note	Share capital £000	Share premium account £000	Share options reserve £000	Cash flow hedge reserve £000	Retained earnings £000	Total £000

At 28 January 2012		4,865	905	2,228	–	119,022	127,020
Dividends paid		–	–	–	–	(9,965)	(9,965)
Transfer of reserve on share award		–	–	(647)	–	647	–
Recognition of share-based payment costs		–	–	905	–	–	905
Proceeds on disposal of shares by employee benefit trusts	19	–	–	–	–	1,123	1,123
Company shares purchased for use by employee benefit trusts	19	–	–	–	–	(3,158)	(3,158)
Total comprehensive income for the period		–	–	(11)	382	21,037	21,408
Profit for the period		–	–	–	–	28,146	28,146
Deferred tax on items taken direct to equity		–	–	(11)	–	2,038	2,027
Actuarial loss on defined benefit pension plans		–	–	–	–	(9,147)	(9,147)
Cash flow hedge – recognition of fair value		–	–	–	382	–	382
At 29 January 2011		4,865	905	1,981	(382)	109,338	116,707
	Note	Share capital £000	Share premium account £000	Share options reserve £000	Cash flow hedge reserve £000	Retained earnings £000	Total £000

Consolidated Condensed Statement of Financial Position

	Note	As at 28 July 2012 £000	As at 30 July 2011 £000	As at 28 January 2012 £000
Non-current assets
Intangible assets	10	74,487	74,744	74,613
Property, plant and equipment	11	54,162	54,705	54,873
Financial instruments	12	23	–	–
Retirement benefit surplus	17	–	800	–
		128,672	130,249	129,486
Current assets
Inventories		20,590	19,205	18,971
Trade and other receivables		53,857	48,822	39,328
Financial instruments	12	34	204	176
Cash and cash equivalents	13	–	4,815	8,289
Assets classified as held for sale	14	–	2,400	–
		74,481	75,446	66,764
Total assets		203,153	205,695	196,250
Current liabilities
Borrowings	16	6,377	5,000	5,000
Trade and other payables		43,639	48,184	36,235
Financial instruments	12	1,020	49	309
Provisions	15	–	49	91
Current tax		3,246	3,799	4,195
		54,282	57,081	45,830
Non-current liabilities
Borrowings	16	4,899	14,799	9,849
Deferred income		–	60	–
Deferred tax liabilities		11,855	15,142	13,164
Retirement benefit obligations	17	7,100	–	387
		23,854	30,001	23,400
Capital and reserves attributable to equity shareholders
Called up share capital		4,865	4,865	4,865
Share premium account		905	905	905
Share options reserve		2,856	1,888	2,228
Cash flow hedge reserve		(337)	–	–
Retained earnings		116,728	110,955	119,022
		125,017	118,613	127,020
Total equity and liabilities		203,153	205,695	196,250

Consolidated Condensed Cash Flow Statement

	6 months ended 28 July 2012 £000	6 months ended 30 July 2011 £000	Year ended 28 January 2012 £000
Operating activities
Profit before tax	14,894	16,293	35,417
Adjustments for:
Interest receivable	(16)	(42)	(936)
Interest payable	688	551	744
Depreciation of property, plant and equipment	3,301	3,579	6,974
Amortisation of intangible assets	126	196	327
Fair value adjustment to financial instruments	–	64	352
Share-based payment costs	546	453	905
Gain on sale of plant and equipment	(12)	(210)	(358)
Government grants released	–	(12)	(72)
Operating cash flows before movements in working capital	19,527	20,872	43,353
(Increase)/decrease in inventories	(1,619)	1,604	1,838
Increase in receivables	(14,529)	(14,089)	(4,595)
Increase/(decrease) in payables	7,494	8,123	(3,529)
Net decrease in retirement benefit obligation	(236)	(2,349)	(5,791)
Cash generated by operations	10,637	14,161	31,276
Tax on profit paid	(4,230)	(3,911)	(7,711)
Net cash from operating activities	6,407	10,250	23,565
Investing activities
Purchase of property, plant and equipment	(2,796)	(3,082)	(6,937)
Proceeds on sale of property, plant and equipment	53	3,463	6,086
Interest received	15	12	25
Net cash (used)/generated in investing activities	(2,728)	393	(826)
Financing activities
New loans received	10,000	–	7,500
Loans repaid	(15,000)	(5,000)	(17,500)
Bank arrangement fees paid	–	(60)	(60)
Purchase of Company shares by employment benefit trusts	(1,347)	(2,449)	(3,158)
Proceeds from disposal of Company shares by employee benefit trusts	1,034	1,057	1,123
Dividends paid	(7,872)	(7,163)	(9,965)
Interest paid	(160)	(624)	(801)
Net cash used in financing activities	(13,345)	(14,239)	(22,861)
Net decrease in cash and cash equivalents	(9,666)	(3,596)	(122)
Cash and cash equivalents at beginning of period	8,289	8,411	8,411
Cash and cash equivalents at end of period (note 13)	(1,377)	4,815	8,289

Notes to the financial statements

1. General information

The Company is a public limited company incorporated and domiciled in the U.K. The address of its registered office is A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD.

This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 28 January 2012 were approved by the board of directors on 26 March 2012 and delivered to the Registrar of Companies. The comparative figures for the financial year ended 28 January 2012 are an extract of the Company's statutory accounts for that year. The report of the auditor on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 (2) or (3) of the Companies Act 2006.

This condensed consolidated interim financial information is unaudited but has been reviewed by the Company's Auditor.

2. Basis of preparation

This condensed consolidated interim financial information for the six months ended 28 July 2012 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34 Interim Financial Reporting as adopted by the EU. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 28 January 2012, which have been prepared in accordance with IFRSs as adopted by the EU.

A.G. BARR p.l.c. records certain costs associated with promotional activities within operating expenses that Britvic plc records as a deduction from sales. In this financial information the A.G. BARR p.l.c. consolidated income statement and relevant notes to the accounts have been restated to reflect these costs as a deduction from sales on a basis consistent with the presentation adopted by Britvic plc, which reflects the presentation that will be applied in the Combined Group's first annual report and accounts following the Merger becoming Effective.

3. Accounting policies

The accounting policies applied are consistent with those which will be applied in the Combined Group's first annual report and accounts following the Merger becoming Effective.

Taxation

Taxes on income in the interim periods are accrued using the tax rate that is anticipated to be applicable to expected total annual earnings.

Changes in accounting policy and disclosures

(a) New and amended standards adopted by the Group

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 29 January 2012 that have a material impact on the Group.

(b) New standards, amendments and interpretations issued but not effective for the financial year beginning 29 January 2012 and not adopted early

The following standards and amendments to existing standards have been published and are mandatory for the Group's accounting periods beginning after 29 January 2012 unless otherwise stated, but the Group has not adopted them early. These will be effective either for accounting periods beginning on or after 1 January 2013 or 2014 as relevant, and although they are not expected to have a material effect on the Group's financial statements will be adopted for the year ending 25 January 2014 or 31 January 2015 as required:

• Amendment to IAS 19 Employee benefits
• IFRS10 Consolidated financial statements
• IFRS 12 Disclosures of interests in other entities
• IFRS 13 Fair value measurement

Earnings per share

A share subdivision of the Company's issued and to be issued share capital was approved at the annual general meeting on 21 May 2012. This resulted in treble the number of shares being in issue after the subdivision.

As a result of the change in the number of shares in issue and in line with the requirements of IAS 33 Earnings per share, the earnings per share figures for the 6 months to 30 July 2011 and the year to 28 January 2012 have been restated as if the share subdivision had taken place on the first day of the aforementioned periods.

4. Segment reporting

The Group's management committee has been identified as the chief operating decision-maker. The management committee reviews the Group's internal reporting in order to assess performance and allocate resources. The management committee has determined the operating segments based on these reports. The management committee considers the business from a product perspective. This led to the operating segments identified in the table below: there has been no change to the segments during the period (after aggregation). The performance of the operating segments is assessed by reference to their gross profit before exceptional items. Exceptional items are reported separately in note 6.

6 months ended 28 July 2012	Carbonates £000	Still drinks and water £000	Other £000	Total £000
Total revenue	91,785	29,180	651	121,616
Gross profit	47,071	8,327	389	55,787
		Still drinks
6 months ended 30 July 2011	Carbonates £000	and water £000	Other £000	Total £000
Total revenue	88,600	28,190	283	117,073
Gross profit	47,671	7,506	249	55,426

Year ended 28 January 2012	Still drinks Carbonates and water Other £000 £000			Total £000
Total revenue	170,864	51,452	£000 580	222,896
Gross profit	92,084	13,153	517	105,754

There are no inter-segment sales. All revenue is from external customers.

Other segments represent income from water coolers for the Findlays 19 litre water business, rental income for vending machines and other soft drink related items such as water cups.

The gross profit from the segment reporting is reconciled to the total profit before income tax as shown in the consolidated condensed income statement.

All of the assets of the Group are managed by the management committee on a central basis rather than at a segment level. As a result no reconciliation of segment assets and liabilities to the consolidated condensed statement of financial position has been disclosed for any of the periods presented.

5. Seasonality of operations

Approximately half the revenues and operating profits are usually expected in both of the first half and second half of the year.

Within the current period this balance of trading has been affected by the phasing of promotional and brand investment activities which have impacted margins in the first half.

6. Operating profit

The following items have been charged to operating profit during the period:

	6 months ended 28 July 2012 £000	6 months ended 30 July 2011 £000	Year ended 28 January 2012 £000
Inventory write down	274	221	352
Foreign exchange losses / (gains) recognised	288	(266)	(519)
Fair value movements in financial instruments	–	64	352
The following exceptional items have been charged before operating profit:
External manufacture	–	–	929
Net redundancy costs for production site closure	–	62	–
Dual running costs	–	460	182
Total cost of sales	–	522	1,111
Dual running costs	–	13	–
Release of environment provision for site closure	–	(63)	(63)
Net Redundancy charge for production site closure	–	–	109
Gain on disposal of plant related to production site closure	–	(72)	–
Total distribution costs	–	(122)	46
Curtailment of retirement benefit scheme	–	(497)	(497)
Pension increase exchange exercise net of associated costs	–	–	(2,488)
Gain on disposal of property, plant and equipment	–	–	(49)
Mansfield site closure costs	–	–	13
Total administration costs	–	(497)	(3,021)
Exceptional credit	–	(97)	(1,864)

In the current period £493,000 of fair value movements in financial instruments have been charged to finance costs.

The exceptional items for the year to 28 January 2012 are dual running, external manufacture, redundancy and travel costs relating to the completion of the Mansfield site closure. These have been offset by a net gain on disposal of assets, release of an environmental provision not utilised during the closure and pension curtailment credit all arising from the closure. In addition, a pension increase exchange exercise was undertaken in the prior year, resulting in an improvement in the risk profile of the defined benefit scheme and associated credit of £2,488,000.

7. Tax on profit

The interim period tax charge is accrued based on the estimated average annual effective income tax rate of 21.8% (six months ended 30 July 2011: 23.2%; year ended 28 January 2012: 20.5%).

The 2012 Budget on 21 March 2012 announced that the UK corporation tax rate will reduce to 22% by 2014. A reduction in the rate from 25% to 24% (effective from 1 April 2012) was substantively enacted on 26 March 2012 and substantive enactment of the rate of 23% with effect from 1 April 2013 took place on 3 July 2012. The deferred tax liability at 28 July 2012 has therefore been calculated having regard to the rate of 23% substantively enacted at the balance sheet date.

It has not yet been possible to quantify the full anticipated effect of the announced further 1% rate reduction, although this will further reduce the company's future current tax charge and reduce the company's deferred tax liability accordingly.

8. Earnings per share

Basic earnings per share have been calculated by dividing the earnings attributable to equity holders of the parent by the weighted average number of shares in issue during the year, excluding shares held by the employee share scheme trusts.

		6 months	Year
	6 months	ended	ended
	ended	30 July	28 January
	28 July	2011	2012
	2012	Restated	Restated
	£000	£000	£000
Profit attributable to equity holders of the Company (£000)	11,647	12,513	28,146
Weighted average number of ordinary shares in issue	114,810,729	115,088,436	114,985,479
Basic earnings per share (pence)	10.14	10.87	24.48

The weighted average number of shares in issue and the diluted weighted average number of shares in issue have been restated for the six months to 30 July 2011 and the year ended 28 January 2012 following the share subdivision that took place during the six months to 28 July 2012 (note 18). This is in line with the requirement of IAS 33 Earnings per share.

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares. These represent share options granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the year. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

		6 months	Year
	6 months	ended	ended
	ended	30 July	28 January
	28 July	2011	2012
	2012	Restated	Restated
	£000	£000	£000
Profit attributable to equity holders of the Company (£000)	11,647	12,513	28,146
Weighted average number of ordinary shares in issue	114,810,729	115,088,436	114,985,479
Adjustment for dilutive effect of share options	447,351	661,611	641,976
Diluted weighted average number of ordinary shares in issue	115,258,080	115,750,047	115,627,455
Diluted earnings per share (pence)	10.11	10.81	24.34

9. Dividends paid

		6 months
	6 months	ended	Year ended
	ended	30 July	28 January	6 months	6 months	Year
	28 July	2011	2012	ended	ended	ended
	2012	Restated	Restated	28 July	30 July	28 January
	per share	per share	per share	2012	2011	2012
	(p)	(p)	(p)	£000	£000	£000
Paid final dividend	6.88	6.22	6.22	7,872	7,163	7,124
Paid interim dividend	–	–	2.43	–	–	2,841
	6.88	6.22	8.65	7,872	7,163	9,965

The dividend per share figures for the six months to 30 July 2011 and the year ended 28 January 2012 have been restated to take into account the share subdivision that took place during the six months to 28 July 2012. This share subdivision has had no impact on the total dividend paid by the Company.

An interim dividend of 2.616p per share was approved by the board on 24 September 2012 and will be paid on 19 October 2012 to shareholders on record as at 5 October 2012.

10. Intangible assets

	6 months	6 months	Year
	ended	ended	ended
	28 July	30 July	28 January
	2012	2011	2012
	£000	£000	£000
Opening net book value	74,613	74,940	74,940
Amortisation	(126)	(196)	(327)
Closing net book value	74,487	74,744	74,613

The amortisation charge for the six months to 28 July 2012 represents £126,000 (six months ended 30 July 2011: £126,000; year ended 28 January 2012: £253,000) of charges for the Rubicon customer list. The Strathmore customer list was fully amortised during the prior year, therefore there was no charge for the six months to 28 July 2012 (six months ended 30 July 2011: £70,000 year ended 28 January 2012: £74,000).

11. Property, plant and equipment

	6 months ended 28 July 2012 £000	6 months ended 30 July 2011 £000	Year ended 28 January 2012 £000
Opening net book value	54,873	58,570	58,570
Additions	2,631	2,967	6,604
Disposals	(41)	(3,253)	(3,327)
Depreciation	(3,301)	(3,579)	(6,974)
Closing net book value	54,162	54,705	54,873

The closing balance includes £826,000 (as at 30 July 2011: £1,034,000; as at 28 January 2012: £1,264,000) of assets under construction.

12. Financial instruments

Non-current assets of £23,000 (at 30 July 2011: £nil; 28 January 2012: £nil) relate to forward foreign currency contracts with a maturity of more than 12 months and are classified at fair value through the cash flow hedge reserve.

Current assets of £34,000 (at 30 July 2011: £204,000; 28 January 2012: £176,000) relate to forward foreign currency contracts with a maturity of less than 12 months and are classified at fair value through the profit and loss account.

Current liabilities of £1,020,000 (at 30 July 2011: £49,000; 28 January 2012: £309,000) represents forward foreign currency contracts with a maturity of less than 12 months. £674,000 of these liabilities are classified at fair value through the profit and loss account and £346,000 relate to contracts valued through the cash flow hedge reserve.

Included within the closing cash flow hedge reserve is a fair value charge of £14,000 relating to a forward contract that matured shortly before 28 July 2012. As the contract has matured it is not included in the closing financial instruments balances. The £14,000 balance has been recognised in the cash flow hedge reserve at 28 July 2012 and will be charged to the income statement in the next six months when the inventory it was used to purchase is sold.

13. Cash and cash equivalents

	6 months	6 months	Year
	ended	ended	ended
	28 July	30 July	28 January
	2012	2011	2012
	£000	£000	£000
Cash and cash equivalents (excluding bank overdrafts)	–	4,815	8,289

Cash and cash equivalents include the following for the purposes of the statement of cash flows:

	6 months ended 28 July 2012 £000	6 months ended 30 July 2011 £000	Year ended 28 January 2012 £000
Cash and cash equivalents	–	4,815	8,289
Bank overdrafts (note 16)	(1,377)	–	–
	(1,377)	4,815	8,289

14. Assets classified as held for sale

Assets classified as held for sale at 30 July 2011 represent the Atherton production site closed during the year to 26 January 2008. The land and buildings were sold in August 2011.

15. Provisions

	6 months ended 28 July 2012 £000	6 months ended 30 July 2011 £000	Year ended 28 January 2012 £000
Opening provision	91	777	777
Provision created in the period	–	14	60
Provision released during the period	(2)	(71)	(70)
Provision utilised during the period	(89)	(671)	(676)
Closing provision	–	49	91

The provision utilised in the 6 months to 28 July 2012 related to the remaining employee termination costs as a result of the Mansfield production site closure.

16. Borrowings and loans

Movements in borrowings are analysed as follows:

	6 months ended 28 July 2012 £000	6 months ended 30 July 2011 £000	Year ended 28 January 2012 £000
Opening loan balance	15,000	25,000	25,000
Borrowings made	10,000	–	7,500
Bank overdrafts	1,377	–	–
Repayments of borrowings	(15,000)	(5,000)	(17,500)
Closing loan balance before arrangement fees	11,377	20,000	15,000
Unamortised arrangement fee	(101)	(201)	(151)
Closing loan balance	11,276	19,799	14,849

During the year to 28 January 2012 the Group successfully renegotiated its borrowings for a further three year period.

The directors confirm that the Group has sufficient headroom to enable it to meet the covenants on its existing borrowings. There are sufficient working capital and undrawn funding facilities available to meet the Group's ongoing requirements.

The closing balance of £11.3 million is split between current liabilities of £6.4 million and non-current liabilities of £4.9 million on the statement of financial position at 28 July 2012.

17. Retirement benefit deficit

The deficit on the defined retirement benefit scheme has increased by £6.7 million since 28 January 2012.

The key financial assumptions used to value the liabilities at 28 July 2012, 30 July 2011 and 28 January 2012 were as follows:

	As at 28 July 2012 %	As at 30 July 2011 %	As at 28 January 2012 %
Discount rate	4.20	5.50	4.80
Expected return on scheme assets	6.54	6.42	6.54
Future salary increases	3.90	4.75	4.35
Inflation assumption	2.65	3.50	3.10

The change in the net discount rate has resulted in approximately £8.4 million of an increase in the liability. In addition there has been an increase in the asset value of the defined benefit retirement scheme of £1.6 million.

18. Share capital

At the annual general meeting on 21 May 2012 a resolution was passed to subdivide the Company's issued and to be issued share capital. Each ordinary share of 12.5 pence was subdivided into three ordinary shares of 4 1/6 pence each. The number of issued ordinary shares has trebled from 38,922,926 to 116,768,778 and the board believes that the subdivision will improve liquidity and marketability of the shares.

19. Movements in own shares held by employee benefit trusts

During the six months to 28 July 2012 the employee benefit trusts of the Group acquired 352,839 (six months to 30 July 2011: 562,443; year to 28 January 2012: 741,708) of the Company's shares. The total amount paid to acquire the shares has been deducted from shareholders' equity and is included within retained earnings. At 28 July 2012 the shares held by the Company's employee benefit trusts represented 1,822,694 (30 July 2011: 1,701,678; 28 January 2012: 1,781,337) shares at a purchased cost of £6,791,126 (30 July 2011: £6,321,122; 28 January 2012: £6,678,941).

311,842 (six months to 30 July 2011: 519,312; year to 28 January 2012: 618,918) shares were utilised in satisfying share options from the Company's employee share schemes during the same period.

The related weighted average share price at the time of exercise for the six months to 28 July 2012 was £4.00 (six months to 30 July 2011: £4.22; year to 28 January 2012: £4.08) per share.

The number of shares purchased, held, utilised and weighted average share price in the six months to 30 July 2011 and year ended 28 January 2012 have been restated to reflect the share subdivision. The restatement reflects the position as if the share subdivision had taken place on 30 January 2011.

20. Contingencies and commitments

	6 months ended	6 months ended	Year ended
	28 July	30 July	28 January
	2012	2011	2012
	£000	£000	£000
Commitments for the acquisition of property, plant and equipment	22,386	1,922	2,322

21. Events occurring after the reporting period

As disclosed in note 9, an interim dividend of 2.616p per share will be paid to shareholders on 19 October 2012.

22. Related party transactions

There have been no related party transactions in the first 26 weeks of the current financial year which have materially affected the financial position or performance of the Group.

Related parties are consistent with those disclosed in the Group's Annual Report and Accounts for the year ended 28 January 2012.

PART VII A.G. BARR OPERATING AND FINANCIAL REVIEW

The following discussion of A.G. Barr's financial condition and results of operations should be read in conjunction with the historical financial information on A.G. Barr and the notes related thereto set out in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr" and Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012". The financial information included in this Part VII has been extracted without material adjustment from the financial information referred to in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr" and Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012". The historical financial information referred to in this discussion has been prepared in accordance with IFRS as explained in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr" and Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012".

The following discussion of A.G. Barr's financial condition and results of operations contains forward-looking statements. A.G. Barr's actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this document, particularly in the sections headed "Risk Factors" and "Important Information – Forward-looking statements". Please refer to the section of this document headed "Important Information – Presentation of financial information and non-financial operating data with respect to A.G. Barr and the A.G. Barr Group" for information on the non-IFRS measures referred to in this discussion.

1. Financial information

The A.G. Barr Group's financial years comprise 52 week or 53 week periods. The periods analysed in this document are (a) the 52 week periods ended 28 January 2012, 29 January 2011 and 30 January 2010, and such periods are referred to in this Part VII as the 2012 financial year, the 2011 financial year and the 2010 financial year, respectively; (b) the six month period ended 28 July 2012; and (c) the six month period ended 30 July 2011.

A.G. Barr records certain invoiced costs associated with promotional activities within operating expenses although Britvic records such costs as a deduction from sales. The A.G. Barr consolidated income statement and relevant notes to the accounts have been restated to reflect these costs as a deduction from sales on a basis consistent with the accounting presentation adopted by Britvic, which reflects the accounting policies and presentation that will, following the Merger becoming Effective, be adopted in the Combined Group's first annual report and accounts. As a result, for the purposes of comparison, and unless otherwise stated, the discussion contained in this Part VII relates to, and all financial information has been extracted without material adjustment from, the restated audited annual accounts of the A.G. Barr Group for the 2012 financial year, the 2011 financial year and the 2010 financial year as set out in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr" and the restated unaudited interim accounts for the six month period ended 28 July 2012 as set out in Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012". Such financial information has been prepared in accordance with IFRS.

EBITA, EBITDA and CAGR (compound annual growth rate measured over the specified period) numbers contained in this Part VII are non-IFRS financial measures which are unaudited and which have been derived, but not directly extracted, from the restated audited results set out in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr" or the unaudited restated accounts set out in Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012" as the case may be.

2. Overview of A.G. Barr's business

A.G. Barr is one of the leading soft drinks businesses in the UK, with its head office in Cumbernauld (near Glasgow). The A.G. Barr Group produced over 365 million litres of soft drinks during its 2012 financial year and is a leading supplier of both carbonated and still brands across the UK.

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. IRN-BRU is the largest brand within A.G. Barr's portfolio.

A.G. Barr is also a 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.

During the 2012 financial year, A.G. Barr generated total revenue of £223 million (2011: £209 million, 2010: £190 million), of which 76.7% (2011: 77.0%, 2010: 77.2%) was attributable to sales of carbonated products (known as carbonates) and 23.1% (2011: 22.7%, 2010: 22.6%) was attributable to sales of still products (known as stills), with 54.8% (2011: 53.8%, 2010: 51.9%) of its turnover generated through sales in England, Wales and Northern Ireland, 42.6% (2011: 43.8%, 2010: 45.9%) through sales in Scotland and 2.6% (2011: 2.4%, 2010: 2.2%) through sales outside the UK.

Further information on A.G. Barr's business can be found in Part II: "Information on the A.G. Barr Group".

3. Factors affecting A.G. Barr's financial performance and results

There are a number of factors that influence and impact the A.G. Barr Group's financial performance and results. The principal factors are highlighted below.

Brand, product and pack mix

A.G. Barr's sales and profitability are influenced by brand, product and pack mix. Sales of different brands and products within A.G. Barr's portfolio generate different margins, depending on the nature of the product and its particular branding or packaging. Carbonated products tend to attract higher gross margins relative to still and water products. Sales of multipack products and larger packs targeted for consumption at home tend to experience higher levels of promotion and ultimately a lower cost per litre for the consumer. A.G. Barr's results may fluctuate from year to year depending on the proportion of sales volume represented by higher-margin brands and products, and a key element of A.G. Barr's strategy is to maintain sales growth of its higher-margin products.

Channel mix

A.G. Barr sells its products through a variety of trade channels including high street retail, cash and carry, "takehome" (grocery) and licensed on-trade and leisure and catering channels across the UK. Customers in the "takehome" channel include large grocery retailers and high street stores whilst the "convenience channel" targets "on the go" consumers (for example through convenience stores, garage forecourts and off-licences sales). Trade customers can source products either from A.G. Barr directly or through "cash and carry" outlets and wholesalers. In addition, the A.G. Barr Group sells products both directly and indirectly to customers in the licensed on-trade channels which include, among others, licensed pubs, clubs and bars. The A.G. Barr Group also sells to customers in the leisure and catering channels which include, among others, restaurants and fast-food outlets, hotels, entertainment venues, canteens, schools and venues providing vending machines.

A.G. Barr's broad product portfolio and distribution network provide it with the capability to service customers' needs within all these channels however the profit margin varies across different channels. Profits and profit margins are affected by the specific product's characteristics including product hierarchy, pricing, selling and distribution costs attributable to each channel. A.G. Barr's results may fluctuate from year to year depending on the proportion of volume sold through differing trade channels and a key element of A.G. Barr's strategy is to optimise and manage the profit margin associated with differing channels.

In the 2012 financial year, the A.G. Barr Group's top ten customers by value collectively accounted for approximately 48.2% (2011: 47.6%, 2010: 45.6%) of the A.G. Barr Group's total revenue and no single A.G. Barr customer accounted for more than 10% of A.G. Barr's total revenue.

Promotional intensity

Within the take-home channel, A.G. Barr's trade terms are generally agreed with retailers on an annual basis as part of a joint business plan. These business plans typically include jointly funded promotional plans which target volume growth and increasing consumer footfall to a much larger degree than products sold in the convenience, licensed on-trade or leisure and catering channels. Most of the large grocery retailers have their own established supply chains, which allow A.G. Barr to benefit from the scale and efficiencies associated with this channel. Although A.G. Barr receives the benefit of certain of these distribution efficiencies, the associated cost benefit tends to be reflected in such customers' trading terms. Intensity and depth of promotions and the impact of competitor promotions can significantly influence volumes within these channels which may or may not be beneficial to the A.G. Barr Group.

Competition

The soft drinks industry is highly competitive. A.G. Barr's competitors continue to develop and market products which compete directly with A.G. Barr's products and which could prove to be more desirable in the eyes of the consumer, thereby reducing A.G. Barr's potential revenues. Due to their scale, competitors of A.G. Barr may have significantly greater resources than A.G. Barr itself, or may be more advanced in their product development and route to market and A.G. Barr may not be able to compete successfully. This could have an adverse effect on A.G. Barr's financial performance.

Purchase of raw materials

A.G. Barr purchases raw materials (including sugar, flavourings and sweeteners, fruit juice and fruit pulp and PET, glass bottles, cans, TetraPak and other packaging materials) from suppliers located in continental Europe and beyond. A.G. Barr enters into fixed-term and fixed-price contracts for many of these materials in order to minimise the risks associated with any movement in their market price. A.G. Barr may, however, be affected by movements in the market price of raw materials if it fails to forecast accurately its raw material needs for a particular period, as it might be required to purchase additional raw materials in the open market, which may only be available on different trade terms. In addition, A.G. Barr may fix its forward pricing position and may be disadvantaged in the market place by any fall in the cost of raw materials during the period where such price positions are fixed. Furthermore, any long-term structural increase in the price of raw materials may impact A.G. Barr's ability to maintain its profit margins which may be dependent on its ability to pass such increased costs on to its customers.

Efficient operations

A.G. Barr is an "asset backed" business that has operations spread across the UK. An integral part of the A.G. Barr Group's strategy has been to consolidate its operational footprint and invest significantly in the quality of its assets. Manufacturing is undertaken at four sites across the UK namely Cumbernauld, Tredegar, Forfar and Pitcox. Distribution centres are located at Cumbernauld, Moston, Wednesbury, Walthamstow, Sheffield, Newcastle and Lutterworth (an outsourced site). Of the total cost of goods expenditure (which in the 2012 financial year amounted to £117.1 million (2011: £107.7 million, 2010: £98.2 million) before exceptional items), £36.5 million related to the cost of manufacturing and primary distribution. This represents a significant cost of the A.G. Barr Group. Inefficiencies within A.G. Barr's operations could lead to additional costs or might result in the failure to meet customer demand, which could have an adverse effect on A.G. Barr's financial performance.

Foreign exchange volatility

In its 2012 financial year, A.G. Barr purchased approximately 29.9% of its raw materials in currencies other than Sterling. Sugar, TetraPak packaging material, PET and certain flavour compounds are typically transacted in Euro, and fruit pulp is typically transacted in US dollars. Other raw materials may be sourced from suppliers in other jurisdictions, giving rise to purchases denominated in other currencies, however, such purchases are limited in nature. In order to manage its exposure to fluctuations in foreign currency exchange rates, A.G. Barr has historically entered into foreign exchange contracts in respect of known capital expenditure and trading purchases where the volume of such purchases can be estimated with a high degree of accuracy. This process is managed through A.G. Barr's Treasury Committee and is subject to clearly defined guidelines set by the A.G. Barr Board. The Treasury Committee may utilise its discretion to extend the financial protection A.G. Barr has outside of these set parameters but may only do so when formally reported to the A.G. Barr Board. Nonetheless, wide fluctuations in exchange rates over a given year may have a material effect on A.G. Barr's financial performance.

Franchise partnership agreements

During the 2012 financial year, franchised products accounted for 7.0% of total A.G. Barr revenues (2011: 7.0%, 2010: 7.0%). The A.G. Barr Group currently has franchise arrangements in place for the Rockstar and Orangina brands which, in return for allowing the franchise partners to benefit from A.G. Barr's route to market, add scale and efficiency to the A.G. Barr Group's operations and fill gaps within the A.G. Barr Group's portfolio of soft drinks products. The franchise relationships in respect of the Rockstar and Orangina brands are governed by separate commercial agreements between A.G. Barr and Rockstar, Inc. and Schweppes International Limited respectively. The duration of the remaining contract periods are approximately 12 years and one year respectively. A.G. Barr is required to purchase concentrate directly from the franchise partner who, along with A.G. Barr, jointly funds promotion and brand investment activities. The price of this concentrate and investment support arrangements are determined in accordance with the commercial terms of the respective agreement. Changes to the terms of either of the franchise agreements could impact the financial performance of the A.G. Barr Group. Further details of these arrangements are set out in paragraph 15 of Part XII: "Additional Information".

Seasonality

The soft drinks market tends to be seasonal in nature as often consumption is linked to the weather or particular events during a year. More soft drinks tend to be sold in the warmer summer months because of the better weather and greater levels of participation in outdoor activities. In the UK, the soft drinks market traditionally experiences a sales peak in December ahead of the key Christmas and holiday trading periods. Unseasonable weather during summer months or an inability to compete over the key Christmas and holiday trading periods could adversely affect A.G. Barr's financial performance.

4. Discussion of principal IFRS income statement items

Turnover

Turnover represents revenue earned from sales of soft drinks net of promotional and longer term quarterly or annual retrospective discounts.

Cost of goods

Included within the cost of goods are raw materials and consumables which include, among other things, flavour concentrates, fruit pulp, juices, natural sweeteners, PET, aluminium cans, labels and other packaging materials. Cost of goods also includes production overheads and the direct conversion cost of packing these materials into a finished saleable product together with the freight costs of transporting these materials to the point of secondary distribution.

Operating expenses

Operating expenses include the costs associated with distributing the product to the end consumer, selling (which includes advertisement and promotion and other marketing investment) and sales overheads and administration and staff costs.

Finance income/costs

Finance income includes the income associated with depositing cash which has a maturity of less than three months. It also includes the net finance income attributable to the expected return on the pension scheme assets net of the unwinding of the discount rate applied to the defined benefit pension scheme's obligations.

Finance costs include the cost of bank loan and overdraft interest together with amortisation charges relating to loan arrangement fees, mark to market foreign currency and/or interest rate translation movements and, where the latter is greater than the former, the expected return on the pension scheme assets net of the unwinding of the discount rate applied to the defined benefit pension scheme's obligations.

5. Key performance indicators

A.G. Barr measures and assesses its performance according to a wide range of key performance indicators. The principal financial indicators are as follows.

Revenue and revenue growth

A.G. Barr is focused on increasing the value of revenue recorded in a particular period relative to the same period in the prior year.

The A.G. Barr Group's strategy over the three year period ended 28 January 2012 has been one of strengthening distribution channels within its core territories and further extending distribution into and throughout England and Wales. Over the same period, marketing and promotional investment has been concentrated around the core brands of IRN-BRU, Barr brand, Rubicon and KA. These brands have been the focus of A.G. Barr's strategy and formed the basis of consumer and customer activities and sales execution plans.

Over the three year period ended 28 January 2012, A.G. Barr's core brands have performed well, growing volume and value share, particularly in England and Wales. Across the UK, A.G. Barr's share of the carbonates market, excluding mixers, increased by 5% and in England and Wales its share increased by 20% (Source: Nielsen).

Over the same three year period turnover increased from £190.0 million to £222.9 million. This equates to an increase of 17.3% and a CAGR of 8.3% over that period. Further details are set out in paragraph 6 below.

	Audited
Year ended January	2010 £000	Y.O.Y growth	2011 £000	Y.O.Y growth	2012 £000	Y.O.Y growth
Total revenue	190,043		18.6% 209,320		10.1% 222,896	6.5%
				Unaudited
Six months ended July			2011 £000	Y.O.Y growth	2012 £000	Y.O.Y growth
Total revenue			117,073		5.2% 121,616	3.9%

Gross margin

A.G. Barr manages gross margin closely within the context of producing and selling over 600 different pack variants across its product range and operating across three different operating segments and within a range of differing retail channels. A.G. Barr is focused on maintaining both a strong absolute cash margin position and strong percentage gross margin (which is defined as revenue less the costs of material and production and related costs, divided by turnover).

Over the three year period ended 28 January 2012, average gross margins have remained resilient within the context of significant cost increases particularly in the areas of mango fruit pulp, PET and sugar. During that period, the A.G. Barr Group has continued with its strategy of driving value ahead of volume across its core range, consistently implementing modest price increases and implementing operational efficiency improvements to mitigate the impact of cost inflation. Gross margin in the 2010 financial year was reported as 48.4%, averaged 48.6% during the 2011 financial year and reduced to 47.4% in the 2012 financial year. Further details are set out in paragraph 6 below.

		Audited
Year ended January	2010 £000	Y.O.Y growth	2011 £000	Y.O.Y growth	2012 £000	Y.O.Y growth
Total revenue Gross profit (before exceptional items)	190,043 91,890	18.6% 22.1%	209,320 101,664	10.1% 10.6%	222,896 105,754	6.5% 4.0%
Gross margin	48.4%	1.4%	48.6%	0.2%	47.4%	-1.2%
				Unaudited
Six months ended July			2011 £000	Y.O.Y growth	2012 £000	Y.O.Y growth
Total revenue Gross profit (before exceptional items) Gross margin			117,073 55,426 47.3%	5.2% 4.3% -0.4%	121,616 55,787 45.9%	3.9% 0.7% -1.4%

Operating margin

Operating margin is defined by the A.G. Barr Group as operating profit before exceptional items and before the deduction of interest and taxation.

Despite the increased investment across the business, operating margins over the three year period ended 28 January 2012 have been robust, reducing by 70 basis points from 15.7% as at 30 January 2010 to 15.0% as at 28 January 2012. Further details are set out in paragraph 6 below.

	Audited
Year ended January	2010 £000	Y.O.Y growth	2011 £000	Y.O.Y growth	2012 £000	Y.O.Y growth
Total revenue Operating profit Operating margin	190,043 29,760 15.7%	18.6% 29.1% 1.3%	209,320 32,694 15.6%	10.1% 9.9% -0.1%	222,896 33,361 15.0%	6.5% 2.0% -0.6%
				Unaudited
Six months ended July			2011 £000	Y.O.Y growth	2012 £000	Y.O.Y growth
Total revenue Operating profit Operating margin			117,073 16,705 14.3%	5.2% -0.3% -0.8%	121,616 15,566 12.8%	3.9% -6.8% -1.5%

EBITA and EBITDA

In addition to revenue, revenue growth, gross margin and operating margin discussed above, A.G. Barr focuses on EBITA and EBITDA as key measures to evaluate its performance.

EBITA and EBITDA are non-IFRS financial measures which are unaudited. EBITA is calculated by adjusting profit before interest and tax by adding back amortisation and impairment charges. EBITDA is calculated by adjusting profit before interest and tax by adding back amortisation, impairment charges and depreciation. Each of EBITA and EBITDA serves as an additional indicator of the A.G. Barr Group's operating performance and not as a replacement for measures such as cash flows from operating activities and operating profit as defined and required under IFRS.

A.G. Barr believes that each of EBITA and EBITDA is a measure used commonly by analysts and investors in A.G. Barr's industry. In addition they are included in key covenant compliance metrics used under the RBS Facility and the HSBC Facility. Accordingly, this information has been set out below to allow a more complete analysis of A.G. Barr's operating performance. However, EBITA and EBITDA, as set out below, may not be comparable to similarly titled measures reported by other companies.

The table below provides a reconciliation of EBITA and EBITDA to operating profit.

	Audited
Year ended January	2010 £000	Y.O.Y growth	2011 £000	Y.O.Y growth	2012 £000	Y.O.Y growth
Total revenue	190,043	18.6%	209,320	10.1%	222,896	6.5%
Operating profit before exceptional items	29,760	29.1%	32,694	9.9%	33,361	2.0%
Amortisation	391		392		327
EBITA	30,151	28.9%	33,086	9.7%	33,688	1.8%
Depreciation	7,494		7,325		6,974
EBITDA	37,645	23.8%	40,411	7.3%	40,662	0.6%
EBITDA margin	19.8%	0.8%pts.	19.3%	-0.5%pts.	18.2%	-1.1%pts.

	Unaudited
Six months ended July	2011 £000	Y.O.Y growth	2012 £000	Y.O.Y growth
Total revenue	117,073	5.2%	121,616	3.9%
Operating profit before exceptional items Amortisation	16,705 196	-0.3%	15,566 126	-6.8%
EBITA Depreciation	16,901 3,579	-0.3%	15,692 3,301	-7.2%
EBITDA	20,480	-0.1%	18,993	-7.3%
EBITDA margin	17.5%	-0.9%pts.	15.6%	-1.9%pts.

A.G. Barr's EBITA and EBITDA CAGR over the past three financial years was 5.7% and 3.9% respectively, which A.G. Barr believes demonstrates its ability to increase investment in its business without impacting adversely its EBITDA margin profile.

6. Review of operating results

The strategy of A.G. Barr is to create long term value for its shareholders, stakeholders and employees through well-invested consumer brands that have broad and long term appeal. A.G. Barr has a well-invested asset base and has invested significantly in recent years in both its production and distribution infrastructure.

The following table sets out A.G. Barr's consolidated audited results of operations for the 2010, 2011 and 2012 financial years and the unaudited results of operations for the six months ended 28 July 2012 and 30 July 2011.

	Year to 30 January 2010			Year to 29 January 2011		Year to 28 January 2012
	Pre exceptional items £000	Exceptional items £000	Total £000	Pre exceptional items £000	Exceptional items £000	Total £000	Pre exceptional items £000	Exceptional items £000	Total £000
Revenue	190,043	–	190,043	209,320	–	209,320	222,896	–	222,896
Gross profit	91,890	–	91,890	101,664	(331)	101,333	105,754	(1,111)	104,643
Selling, marketing and distribution
costs	(37,339)	(2,968)	(40,307)	(42,803)	(82)	(42,885)	(46,070)	(46)	(46,116)
Administration expenses	(24,791)	(464)	(25,255)	(26,167)	(743)	(26,910)	(26,323)	3,021	(23,302)
Operating profit	29,760	(3,432)	26,328	32,694	(1,156)	31,538	33,361	1,864	35,225
Net finance (cost)/ income	(1,878)	–	(1,878)	(1,102)	–	(1,102)	192	–	192
Profit before tax	27,882	(3,432)	24,450	31,592	(1,156)	30,436	33,553	1,864	35,417
Taxation	(7,462)	960	(6,502)	(8,084)	233	(7,851)	(7,933)	662	(7,271)
Profit after tax	20,420	(2,472)	17,948	23,508	(923)	22,585	25,620	2,526	28,146

	Six months ended 30 July 2011			Six months ended 28 July 2012
	Pre exceptional items £000	Exceptional items £000	Total £000	Pre exceptional items £000	Exceptional items £000	Total £000
Revenue	117,073	–	117,073	121,616	–	121,616
Gross profit	55,426	(522)	54,904	55,787	–	55,787
Selling, marketing and distribution costs	(25,428)	–	(25,428)	(26,126)	–	(26,126)
Administration expenses	(13,293)	619	(12,674)	(14,095)	–	(14,095)
Operating profit	16,705	97	16,802	15,566	–	15,566
Net finance (cost)/income	(509)	–	(509)	(672)	–	(672)
Profit before tax	16,196	97	16,293	14,894	–	14,894
Taxation	(3,754)	(26)	(3,780)	(3,247)	–	(3,247)
Profit after tax	12,442	71	12,513	11,647	–	11,647

Revenue

Over the three year period ended 28 January 2012, revenue has increased from £190.0 million to £222.9 million. This equates to an increase of 17.3% over the three year period and a CAGR of 8.3%.

Performance is reviewed across three operating segments namely, carbonates, still drinks and water and other. The other segment represents income from water coolers from the Findlays water business, rental income from vending machines and other soft drinks related items such as water cups.

The table below details the revenue analysed by operating segment.

		Audited
Year ended January	2010 £000	2011 £000	2012 £000
Carbonates	146,624	161,073	170,864
Still drinks and water	42,883	47,617	51,452
Other	536	630	580
Total revenue	190,043	209,320	222,896
			Unaudited
Six months ended July		2011 £000	2012 £000
Carbonates		88,600	91,785
Still drinks and water		28,190	29,180
Other		283	651
Total revenue		117,073	121,616

2010 financial year compared to 2009 financial year

In the 2010 financial year, A.G. Barr outperformed the UK soft drinks market. The combination of significant growth in A.G. Barr's existing core business and a full 12 months benefit associated with integrating Groupe Rubicon Limited's business following its acquisition in August 2008 (the "Rubicon Acquisition") and accelerating sales of the Rubicon brand delivered full year sales revenue of £190.0 million. This equated to growth relative to the previous financial year, eliminating the effect of the 53rd week in A.G. Barr's 2009 financial year, of 21.0%. Removing the effect of the Rubicon Acquisition, like for like sales grew by 10.6% relative to the previous financial year. Over the same period, the UK soft drinks market increased by 1% in volume terms and by 3% in value terms.

2011 financial year compared to 2010 financial year

In the 2011 financial year, A.G. Barr delivered growth ahead of a buoyant soft drinks market. Total turnover grew by 10.1% relative to the previous financial year, making full year sales of £209.3 million. The UK soft drinks market grew steadily across 2010, with growth of 7% in value and 3% in volume relative to the previous financial year. A.G. Barr's growth was driven by carbonates, which grew by 9.9% in value and 3% in volume, with sports and energy drinks delivering growth in excess of 20%. A.G. Barr's carbonates delivered year on year growth of 9.9%, ahead of the overall soft drinks flavoured carbonates subcategory which was closer to 8.0%. In absolute terms this increase equated to £14.4 million on the previous financial year. A substantial element of this increase was delivered through distribution increases across the core brands of IRN-BRU, Barr brands and Rubicon carbonates.

From a market perspective, still drinks increased in value by 4% and volume by 2% over the 2011 financial year with still sports drinks driving much of the growth. A.G. Barr's stills segment delivered a year on year turnover increase of 11.0% which equated to an absolute increase in sales of £4.7 million. This was primarily due to distribution gains from the Rubicon brand. All subcategories within the product portfolio delivered year on year growth in sales revenue. Water revenues grew by 5% on the previous financial year.

2012 financial year compared to 2011 financial year

In the 2012 financial year, A.G. Barr reported revenue and volume growth again ahead of the soft drinks market. Turnover grew by 6.5% relative to the previous financial year, to £222.9 million.

Volume and value growth was delivered across both the carbonates and stills segments. Carbonates revenue increased by 6.1% compared to the previous financial year delivering an absolute increase in revenue of £9.8 million. The stills segment, driven by the performance of the exotic juice drinks brands of Rubicon and KA, delivered a year on year increase in revenue of 8.1%, representing an absolute increase of £3.8 million compared to the previous financial year.

Gross margin

Gross Margin in the 2010 financial year was reported at 48.4%, this increased marginally in the 2011 financial year to 48.6% before reducing to 47.4% in the 2012 financial year.

The table below details the gross margin analysed by operating segment.

	Audited
Year ended January	2010 2011 £000 £000	2012 £000
Carbonates	79,785 87,689	92,084
Still drinks and water Other	11,646 13,432 459 543	13,153 517
Total Gross profit	91,890 101,664	105,754
Carbonates	54.4% 54.4%	53.9%
Still drinks and water	27.2% 28.2%	25.6%
Other	85.6% 86.2%	89.1%
Gross margin	48.4% 48.6%	47.4%
		Unaudited
Six months ended July	2011 £000	2012 £000
Carbonates	47,671	47,071
Still drinks and water Other	7,506 249	8,327 389
Total Gross profit	55,426	55,787
Carbonates	53.8%	51.3%
Still drinks and water	26.6%	28.5%
Other	88.0%	59.8%
Gross margin	47.3%	45.9%

2010 financial year compared to 2009 financial year

Following several years of relatively benign cost inflation, at the beginning the 2010 financial year, A.G. Barr faced the prospect of increasing raw material costs principally as a consequence of a weak Sterling relative to both the US dollar and the Euro. In response to these inflationary pressures, A.G. Barr implemented low single digit price increases across its product range and managed expenditure on raw materials and production costs tightly. This resulted in an improvement in gross margin from 47.0% in the 2009 financial year to 48.4% in the 2010 financial year. Carbonate gross margins increased from 51.6% to 54.4%. The increase was more marked within the still drinks and water segment as the A.G. Barr Group benefitted from the inclusion of higher margin Rubicon products with average gross margin increasing from 23.7% to 27.2%.

2011 financial year compared to 2010 financial year

The economic environment throughout the 2011 financial year was extremely volatile. Low underlying growth, increases to Value Added Tax in the UK, a weak Sterling, generally high levels of global demand for certain raw materials and tensions across the Middle East region combined to drive up inflation. Within the A.G. Barr business the consequences of increasing inflation manifested itself in both increased costs of raw materials and reduced consumer confidence. The cost of PET rose in excess of 20% relative to the previous financial year and a poor mango harvest in summer 2010 led to a significant increase in input costs.

In response, the A.G. Barr Group sought to protect margins through implementation of modest price increases across its product range at the beginning of the 2011 financial year followed by more robust price increases in the third quarter across the Rubicon range. The A.G. Barr Group undertook proactive purchasing and financial hedging actions, managed its costs tightly and delivered capital investment programmes focused on delivering improved efficiencies. Together with product mix more focused towards carbonates, these actions resulted in an improvement in gross margin (pre exceptional items) from 48.4% to 48.6%.

2012 financial year compared to 2011 financial year

Cost inflation, which accelerated at the end of the 2011 financial year, increased further in the first quarter of the 2012 financial year as a result of a significant increase in sugar prices. This created increased pressure on gross margins across the soft drinks sector which was exacerbated, in the case of A.G. Barr, by increased levels of competitor promotional activity. As a consequence, A.G. Barr managed costs tightly, employed appropriate sourcing strategies and increased customer and consumer prices to ensure that gross margins were protected from the full impact of these increased raw material costs.

In addition, the A.G. Barr Group benefited from previous restructuring decisions which included the closure of its Mansfield production and distribution site in April 2011. A multi-year capital investment programme of approximately £10 million at the Cumbernauld production site delivered manufacturing line speed improvements, reduced PET material requirements, improved energy efficiency and, on completion of the Mansfield closure, led to a reduction of 36 full time employees. Whilst the A.G. Barr Group had expected such changes would deliver gross margin enhancement opportunities through the course of the 2012 financial year, the changes helped to offset some of the inflationary pressures resulting from the increased raw material pricing.

Overall like for like (net of volume growth) cost of goods increased by 5.5%. Whilst price increases were secured, increases in the cost of sugar, fruit pulp and PET, together with a changing mix associated with still products growing at a faster rate than carbonates, led to a reduction in gross margin of 120 basis points. Gross margin (pre exceptional items) reduced from 48.6% to 47.4%. The carbonate segment gross margin was more resilient at 53.9% (2011: 54.4%), whilst stills margins declined from 28.2% to 25.6% as the increased cost of fruit pulp fed through to a higher cost of goods.

Operating expenses

Over the three year period ended 28 January 2012, the A.G. Barr Group has invested significantly in resources behind a commercial programme focused at delivering sales execution driving product distribution as well as increasing levels of brand equity building activities. During the three year period under review, A.G. Barr has developed its organisational capabilities across the central functions of Finance, Human Resources and Information Systems without materially impacting operating margins.

Operating expenses before exceptionals (which include costs associated with advertising and promotion, marketing investment, physical secondary distribution, selling and administration costs) represented approximately 32.5% of turnover in the 2012 financial year (2011: 32.9%, 2010: 32.7%).

In absolute terms, operating expenses have increased from £62.1 million to £72.4 million between the 2010 financial year and the 2012 financial year. This increase was primarily a result of increased turnover levels leading to higher performance related bonus costs as well as increased staffing and distribution requirements. The rise also included increased expenditure associated with higher levels of commercial investment focused at driving product distribution gains in the "North East, Lancashire and Yorkshire" region, continued high levels of marketing investment and the full year effect of additional distribution costs as the A.G. Barr Group changed its operating model following the closure of the Mansfield production and distribution site.

Operating profit

Over the three year period ended 28 January 2012, pre exceptional operating profits increased from £29.8 million to £33.4 million. This equated to an increase of 12% over that three year period and a CAGR of 5.9%. Post exceptional operating profit increased over the same period from £26.3 million to £35.2 million, an increase of 34.0% and a CAGR of 15.7%. Despite increased investment across the business, operating margins over the same period were robust, reducing by 70 basis points from 15.7% as at 30 January 2010 to 15.0% as at 28 January 2012.

Exceptional items

Exceptional charges and credits included within the financial statements are summarised in the table below.

	Audited Year ended January			Unaudited Six months ended July
	2010 £000	2011 £000	2012 £000	2011 £000	2012 £000
Dual running costs	–	331	182	460	–
External manufacture	–	–	929	–	–
Net redundancy charge for production site closure	–	–	–	62	–
Total cost of sales	–	331	1,111	522	–
Release of environmental provision for site closure	66	–	(63)	(63)	–
Net redundancy charge/(cost release) for production site closure	1,820	(157)	109	–	–
Dual running costs	–	103	–	13
Redundancy cost in relation to Group reorganisation	84	136	–	–	–
Impairment of plant related to production site closure	998	–	–	–	–
Gain on disposal of property, plant and equipment	–	–	–	(72)	–
Total distribution costs	2,968	82	46	(122)	–
Curtailment of retirement benefit scheme	–	(341)	(497)	(497)	–
Pension increase exchange exercise net of associated costs	–	–	(2,488)	–	–
Gain on disposal of property, plant and equipment	–	–	(49)	–	–
Mansfield site closure costs	–	–	13	–	–
Impairment of intangible assets	–	1,084	–	–	–
Impairment of assets classified as held for sale	464	–	–	–	–
Total administration costs/(credit)	464	743	(3,021)	(497)	–
Total exceptional costs/(credit)	3,432	1,156	(1,864)	(97)	–

Over the three year period ended 28 January 2012, there were four principal areas that resulted in exceptional items being recognised. These areas are (a) the Rubicon Acquisition; (b) a review of intangible and tangible asset values; (c) closure of the Mansfield production and distribution site; and (d) a Pension Increase Exchange exercise connected to the defined benefit pension scheme.

The Rubicon Acquisition

Following the Rubicon Acquisition, a number of central overhead and support functions were integrated at the A.G. Barr Group's head office in Cumbernauld. This resulted in exceptional redundancy costs amounting to £0.1 million which were incurred in each of the 2010 financial year and 2011 financial year.

Review of intangible and tangible assets values

Since the closure of A.G. Barr's Atherton site in 2007, that site had been classified as being held for sale. In the 2010 financial year, due to deterioration in property values, the market value of the site fell below its carrying value which resulted in an impairment charge of £0.5 million. The site was subsequently sold in the 2012 financial year for consideration slightly above its revised carrying value.

In the 2011 financial year, the decision was made to cease production of the Vitsmart and Taut branded products. An impairment charge was recognised in respect of the related intangible assets. In addition, the water rights held by A.G. Barr over the spring for Findlays water were written down to £1. This impairment arose following declining sales volumes of Findlays water. The total impairment charge was £1.1 million.

Closure of the Mansfield production and distribution site

In the 2010 financial year, the A.G. Barr Group announced the closure of its production and distribution site at Mansfield as part of an operational restructuring programme. Increased investment was made at the Cumbernauld manufacturing site to accommodate PET production volume disbursed from the Mansfield site. The Mansfield site continued to operate until it was sold during the six months ended 30 July 2011 for consideration of £2.5 million.

The A.G. Barr Group incurred dual running costs in the 2011 financial year as a result of operating the Mansfield site prior to it ceasing operations and using a third party distribution contractor. These dual running costs were charged as exceptional cost of sales and operating expenses. Distribution operations ceased at the Mansfield site in April 2011.

An environmental provision of £0.1 million relating the closure of the Mansfield site was recognised in the 2010 financial year however this was not required and was released in the 2012 financial year, following the sale of the site.

External manufacturing costs were incurred in the period between the closure of the Mansfield site and full commissioning of the production plant and machinery at the Cumbernauld site during the 2012 financial year. Of the £0.5 million provision charged to dual running costs in the six months ended 30 July 2011, £0.3 million was reclassified as an external manufacture cost during the 2012 financial year.

As part of the closure of the Mansfield site and relocation of production to Cumbernauld, certain production plant was identified as no longer being required by the A.G. Barr Group. This resulted in an impairment charge of £1.0 million being recognised in the 2010 financial year. A redundancy provision of £1.8 million was made to cover the cost of the Mansfield site closure in the 2010 financial year and small movements against this provision were made in the following two financial years.

As a result of the closure of the Mansfield site, a curtailment in the A.G. Barr Group defined benefit pension plan arose. This resulted in an exceptional credit arising from the reduction in the retirement benefit obligation following a reduction in the number of employees remaining within the scheme. The value of this credit was £0.5 million in the 2012 financial year and £0.3 million in the 2011 financial year.

Pension Increase Exchange exercise

A Pension Increase Exchange exercise was undertaken during the 2012 financial year resulting in an improvement in the risk profile of the defined benefit scheme. An associated pension credit of £2.6 million was recognised in the 2012 financial year. Related consultancy costs of £0.1 million were netted off against the exceptional credit.

Net finance income/expense

The net finance income of £0.2 million for the 2012 financial year (2011: expense of £1.1 million, 2010: expense of £1.9 million) consisted of bank loan and overdraft interest of £0.6 million (2011: £1.3 million, 2010: £1.6 million) under the RBS Facility as well as amortisation of loan arrangements fees previously paid of £0.1 million in respect of the RBS Facility (2011: £0.1 million, 2010 £0.1 million). These finance costs were offset by £0.1 million of interest received on cash deposits (2011: £0.1 million, 2010: £0.1 million). In addition, the net finance income of £0.9 million (2011: net finance income of £0.2 million, 2010: net finance charge of £0.4 million) relating to the defined benefit pension scheme was included within net finance income/expense.

In the six months ended 28 July 2012, net finance expenses of £0.7 million (six months ended 30 July 2011: £0.5 million) consisted of £0.1 million of bank loan and overdraft interest, £0.1 million of amortisation relating to loan arrangement fees previously paid, together with £0.5 million foreign exchange mark to market translation losses on predominantly forward Euro currency contracts put in place to cover the currency required for future sugar, PET and TetraPak materials.

Taxation

A tax charge after exceptional items of £7.3 million for the 2012 financial year (2011: £7.9 million, 2010: £6.5 million) represented an effective rate of 20.5%. This reduction from the 2011 financial year rate of 25.8% resulted from a tax credit relating to the release of deferred tax balances in relation to property disposals and the benefit of the enactment of the 25% corporation rate.

As at 28 July 2012, the A.G. Barr Group's effective tax rate was 21.8% (six months ended 30 July 2011: 23.2%). This rate reflects a further fall in the UK corporation tax rate to 24% on both current and deferred balances together with the beneficial impact of the tax credit arising on an SAYE maturing in the 2013 financial year.

The A.G. Barr Group received a low risk assessment from HMRC for the 2012 financial year.

7. Review of cash flows

The table set out below shows certain cash flow data for A.G. Barr for the 2010, 2011 and 2012 financial years and for the six months ended 30 July 2011 and 28 July 2012.

	Audited Year ended January
	2010 £000	2011 £000	2012 £000
Net cash from operating activities	24,873	27,314	23,565
Net cash used in investing activities	(4,966)	(9,511)	(826)
Net cash used in financing activities	(15,661)	(20,318)	(22,861)
Movements in cash and cash equivalents in the year	4,246	(2,515)	(122)
Cash and cash equivalents at the beginning of the year	6,680	10,926	8,411
Cash and cash equivalents at the end of the year	10,926	8,411	8,289
		Unaudited Six months ended July
		2011 £000	2012 £000
Net cash from operating activities Net cash generated by/(used) in investing activities		10,250 393	6,407 (2,728)
Net cash used in financing activities		(14,239)	(13,345)
Movements in cash and cash equivalents in the period		(3,596)	(9,666)
Cash and cash equivalents at the beginning of the period		8,411	8,289

Cash generated from operating activities in the 2012 financial year arose from an increased operating profit, offset by investment in working capital balances as a result of the growth in revenues and continued additional pension scheme funding contributions as part of a structured plan to reduce the deficit on the defined benefit pension scheme.

Cash used in investing activities in the 2012 financial year was £0.8 million (2011: £9.5 million, 2010: £5.0 million) which represents the purchase of £6.9 million of property, plant and equipment (2011: £9.8 million, 2010: £5.4 million) offset by proceeds of £6.1 million on disposals of property, plant and equipment (2011: £0.3 million, 2010: £0.1 million). These proceeds principally comprise the sale of the Mansfield and Atherton sites which were completed in the 2012 financial year. The main capital expenditure in the 2012 financial year was investment in new plant for the production site at Cumbernauld. Capital expenditure in the 2011 financial year was £9.8 million which related mainly to investment in plant for manufacturing at the Cumbernauld site (2010: £5.4 million). In the 2010 financial year and the 2011 financial year there were no significant disposals which has led to a larger net investment outflow in those years relative to the 2012 financial year.

Net cash used in financing activities arises primarily from net debt repayments, dividend payments, interest on debt and the purchase of A.G Barr Shares for use by the employee benefit trusts net of the proceeds from their disposal when employees exercise their options. Net cash used in financing activities in the 2012 financial year arises primarily from net debt repayments of £10.0 million (2011: £8.0 million, 2010: £5.0 million), dividend payments of £10.0 million (2011: £9.0 million, 2010: £8.3 million), interest on debt of £0.8 million (2011: £1.2 million, 2010: £1.6 million) and the purchase of A.G. Barr Shares for use by the employee benefit trusts net of the proceeds from their disposal when employees exercise their options of £2.0 million (2011: £2.1 million, 2010: £0.9 million).

Cash from operations in the six months ended 28 July 2012 reduced by £3.8 million compared to the same period in 2011 due to a slightly lower operating profit and significantly increased working capital requirements. The latter related to investment in inventories to meet customer demands together with the timing of the half year which impacted trade receivables due to strong trading in late June and July 2012 not due to be settled until after the 28th of the month. Cash used in investing activities was £3.1 million higher in the six months ended 28 July 2012 than in the prior period as the previous period included £3.5 million of proceeds on the disposal of the Mansfield site and associated plant and equipment.

8. Capital resources

A.G. Barr had cash and cash equivalents of £5.8 million as at 29 September 2012 and total indebtedness of £10.0 million (Source: management accounts). Net financial indebtedness as at 29 September 2012 was £4.2 million.

A.G. Barr had a total of £40 million of facilities available to it as at 29 September 2012. These facilities comprised an overdraft facility of £5 million provided by RBS, the RBS Facility (of which the term loan facility element had an outstanding balance of £10 million) and the HSBC Facility (which had an undrawn balance of £15 million as at 29 September 2012). There are no material restrictions on the ability of A.G. Barr's subsidiaries to transfer funds within the A.G. Barr Group. On 8 November 2012, A.G. Barr drew down £10 million of the HSBC Facility.

The overdraft facility provided by RBS is renewable annually and repayable on demand. Security (comprising a bond and floating charge over the A.G. Barr Group's assets) has been granted and expires in July 2013 subject to certain covenant tests being met.

The term loan facility element of the RBS Facility is repayable in two equal six monthly instalments, the last of which must be paid no later than 31 July 2013. The original amount drawn under the RBS Facility was £25 million and has been repaid in line with the agreed repayment schedule. The revolving credit facility element of the RBS Facility terminates on 25 March 2014. Details of the prevailing interest rates on the RBS Facility are set out in paragraph 15.1.3 of Part XII: "Additional Information".

The HSBC Facility has a term of three years with a termination date of 30 June 2015. The HSBC Facility was entered into in connection with the development of A.G. Barr's site at Milton Keynes. The HSBC Facility is secured by a first legal mortgage over the site at Milton Keynes and a bond and floating charge over the A.G. Barr Group's assets. This security will expire in July 2013 subject to certain covenant tests being met.

A.G. Barr's borrowings are subject to financial covenants which are tested at each half year and year end. A.G. Barr has met all of the covenants on each of the facilities.

Maturity profile

The maturity profile of A.G. Barr's borrowings as at 29 September 2012 is set out below.

	Unaudited £000
Total current debt	(10,000)
Total non-current debt	–
Total indebtedness as at 29 September 2012	(10,000)

9. Treasury policies

Financial risks are reviewed and managed by A.G. Barr's Treasury Committee which acts within guidelines set by the A.G. Barr Board. The Treasury Committee seeks to minimise the adverse effects on the A.G. Barr Group's financial performance through hedging known currency exposures whilst reviewing the appropriateness of the interest rate hedging policy throughout the year relative to future expected indebtedness. The A.G. Barr Group reviews cashflow forecasts throughout the year and assesses available headroom against banking covenants under the RBS Facility and HSBC Facility regularly. The A.G. Barr Group also utilises external reference agencies to assess credit limits offered to customers, manages trade receivable balances vigilantly and takes prompt action on overdue balances.

Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr" contains further information about A.G. Barr's financial risk management policies and use of hedging instruments at note 23.

10. Capitalisation and indebtedness

Capitalisation

The table below sets out the capitalisation (extracted without material adjustment from A.G. Barr's unaudited interim financial results for the six months ended 28 July 2012) and indebtedness (extracted without material adjustment from A.G. Barr's unaudited management accounts as at 29 September 2012) of A.G. Barr.

	As at 29 September 2012 £ million
Total Current debt	10.0
Guaranteed	—
Secured1	10.0
Unguaranteed/Unsecured	—
Total Non-Current debt (excluding current portion of long-term debt)	—
Guaranteed	—
Secured	—
Unguaranteed/Unsecured	—
	As at 28 July 2012 £ million
Shareholders' equity:
Share capital	4.9
Share Premium Reserve	0.9
Legal Reserve	—
Other Reserves2	119.2
Total shareholders' equity	125.0

¹ Bond and floating charge granted in favour of RBS over the A.G. Barr Group's assets.

² Other Reserves include A.G. Barr's own share option reserve, cash flow hedge reserve and retained earnings.

There has been no material change to the capitalisation of A.G. Barr since 28 July 2012.

On 8 November 2012, A.G. Barr drew down £10 million of the HSBC Facility. Amounts due under the HSBC Facility are secured by a bond and floating charge granted in favour of HSBC over A.G. Barr Group assets and a legal mortgage granted in favour of HSBC over property at Milton Keynes. Rubicon Drinks Limited, a subsidiary of A.G. Barr, has also granted a debenture in favour of HSBC in respect of amounts due under the HSBC Facility.

Indebtedness

The following table shows the net indebtedness of A.G. Barr as at 29 September 2012. The figures have been extracted without material adjustment from A.G. Barr's unaudited management accounts.

	As at 29 September 2012 £ million
A. Cash .	5.8
B. Cash equivalent (Detail)	—
C. Trading securities	—
D. Liquidity (A)+(B)+(C)	5.8
E. Current Financial Receivable	—
F. Current Bank debt	(10.0)
G. Current portion of non current debt	—
H. Other current financial debt	—
I. Current Financial Debt (F)+(G)+(H)	(10.0)
J. Net Current Financial Indebtedness (I)-(E)-(D)	(4.2)
K. Non current Bank loans	—
L. Bonds Issued	—
M. Other non current loans	—
N. Non current Financial Indebtedness (K)+(L)+(M)	(4.2)
O. Net Financial Indebtedness (J)+(N)	(4.2)

All of the debt was secured through a bond and floating charge granted in favour of RBS over the A.G. Barr Group's assets.

On 8 November 2012, A.G. Barr drew down £10 million of the HSBC Facility. Amounts due under the HSBC Facility are secured by a bond and floating charge granted in favour of HSBC over A.G. Barr Group assets and a legal mortgage granted in favour of HSBC over property at Milton Keynes. Rubicon Drinks Limited, a subsidiary of A.G. Barr, has also granted a debenture in favour of HSBC in respect of amounts due under the HSBC Facility.

11. Pensions

The A.G. Barr Group operates two pension schemes, the A.G. Barr (2005) Defined Contribution Scheme and the A.G. Barr (2008) Pension and Life Assurance Scheme. The latter is a funded defined benefit pension scheme based on final salary which also includes a defined contribution section for the pension provision of new executive entrants. Under the defined benefit pension scheme, employees are entitled to retirement benefits based on final pensionable pay. No other post-retirement benefits are provided.

A full valuation of the defined benefit pension scheme was conducted by a qualified independent actuary as at 5 April 2011. The total assets of the scheme at that date were £81.8 million. Key assumptions adopted included a discount rate of 4.9%, an inflation rate of 3.45% and salary increases of 4.7%. The expected age at death for males was between 88 and 89, and for females between 90 and 92 depending on a participant's age as at 5 April 2011. Based on these assumptions, the defined benefit pension scheme had a surplus of £2.3 million at that date.

On an IAS19 basis as at 28 January 2012, the closing net liability of the pension scheme amounted to £0.4 million. As at 28 July 2012, the defined benefit pension scheme recorded a deficit of £7.1 million. This followed a further reduction of the AA corporate bond yield used to estimate liabilities which was not offset by reduced inflation assumptions. Over that six month period, asset values increased by 2% to £84.6 million and the estimated value of liabilities increased by over 10% to £91.7 million.

Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr" contains further information about the defined benefit pension scheme (at note 24).

A.G. Barr also operates unfunded unregistered retirement benefit schemes for three executive Directors which are intended to provide benefits for those individuals where either the annual or lifetime allowance has been exceeded whilst those individuals have been members of the A.G. Barr pension schemes.

12. Dividends and dividend policy

The following table sets out dividends declared by A.G. Barr in respect of each of the 2010, 2011 and 2012 financial years.

Financial year in which dividend declared(1)(2)	Amount of dividend £ million	Dividend per share(1) pence
2010	8.8	7.70
2011	9.7	8.47
2012	10.7	9.32
2013(3)	3.0	2.62

Notes:

1. The dividends per share in respect of the 2010, 2011 and 2012 financial years have been restated to take into account the share subdivision that took effect on 28 May 2012 pursuant to a resolution passed at the A.G. Barr 2012 AGM (as described in paragraph 3 of Part XII: "Additional Information").

2. Dividends may be declared in respect of certain financial years, but paid in subsequent financial years.

3. On 24 September 2012, the A.G. Barr Board declared an interim dividend of 2.616p which was paid on 19 October 2012.

Dividend policy

A.G. Barr currently has a progressive 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.

PART VIII BRITVIC HISTORICAL FINANCIAL INFORMATION

The following documents, which have been filed with the FSA and are available for inspection in accordance with paragraph 30 of Part XII: ''Additional Information'', contain information about Britvic and the Britvic Group which is relevant to the Merger:

• Britvic's unaudited Preliminary Results for the 52 weeks ended 30 September 2012, published on 27 November 2012;
• Britvic's Annual Report and Accounts 2011, containing Britvic's audited consolidated financial statements for the 52 week period ended 2 October 2011, together with the audit report in respect of that period and a discussion of Britvic's financial performance;
• Britvic's Annual Report and Accounts 2010, containing Britvic's audited consolidated financial statements for the 53 week period ended 3 October 2010, together with the audit report in respect of that period and a discussion of Britvic's financial performance; and
• Britvic's Annual Report and Accounts 2009, containing Britvic's audited consolidated financial statements for the 52 week period ended 27 September 2009, together with the audit report in respect of that period and a discussion of Britvic's financial performance.

The Britvic Directors have approved the Preliminary Results. The Preliminary Results have been prepared in accordance with IFRS but have not been audited. Britvic's auditors have agreed that the Preliminary Results are substantially consistent with the final figures to be published in the next annual audited financial statements. Britvic's Annual Report and Accounts 2012 for the 52 weeks ended 30 September 2012 will be published on or around 19 December 2012 and will be available on Britvic's website http://www.britvic.com.

The initial fair value/acquisition accounting for Britvic France was determined provisionally in the financial statements for the 53 weeks ended 3 October 2010. The fair value adjustments were finalised for the purposes of the financial statements for the 52 weeks ended 2 October 2011 in accordance with IFRS 3R. This resulted in an increase to the value of goodwill by £10 million. The comparatives for the 53 weeks ended 3 October 2010 have been adjusted to reflect the updated fair values accordingly.

The table below sets out the sections of these documents which are incorporated by reference into, and form part of, this document, and only the parts of the documents identified in the table below are incorporated into, and form part of, this document. The parts of these documents which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this document. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this document.

Information incorporated by reference into Reference document this document		Page number(s) in reference document
For the 52 weeks ended 30 September 2012
Preliminary Results	Consolidated Income Statement	1
Preliminary Results	Consolidated Statement of	2
	Comprehensive Income
Preliminary Results	Consolidated Balance Sheet	3
Preliminary Results	Consolidated Statement of Cash Flows	4
Preliminary Results	Consolidated Statement of Changes in	5
	Equity
Preliminary Results	Notes to the Financial Information	6-60
For the 52 weeks ended 2 October 2011
Britvic Annual Report 2011	Independent auditors' report	54
Britvic Annual Report 2011	Consolidated Income Statement	55

The financial statements and notes to the financial information for the Britvic Group referred to below are also set out in full in the A.G. Barr Circular.

Reference document	Information incorporated by reference into this document	Page number(s) in reference document
Britvic Annual Report 2011	Consolidated Statement of	56
	Comprehensive Income
Britvic Annual Report 2011	Consolidated Balance Sheet	57
Britvic Annual Report 2011	Consolidated Statement of Cash Flows	58
Britvic Annual Report 2011	Consolidated Statement of Changes in Equity	59
Britvic Annual Report 2011	Notes to the Financial Information	60-102
For the 53 weeks ended 3 October 2010
Britvic Annual Report 2010	Independent auditors' report	50
Britvic Annual Report 2010	Consolidated Income Statement	51
Britvic Annual Report 2010	Consolidated Statement of	52
	Comprehensive Income
Britvic Annual Report 2010	Consolidated Balance Sheet	53
Britvic Annual Report 2010	Consolidated Statement of Cash Flows	54
Britvic Annual Report 2010	Consolidated Statement of Changes in Equity	55
Britvic Annual Report 2010	Notes to the Financial Information	56-95
For the 52 weeks ended 27 September 2009
Britvic Annual Report 2009	Independent auditors' report	50
Britvic Annual Report 2009	Consolidated Income Statement	51
Britvic Annual Report 2009	Consolidated Balance Sheet	52
Britvic Annual Report 2009	Consolidated Statement of Cash Flows	53
Britvic Annual Report 2009	Consolidated Statement of Recognised Income and Expense	54
Britvic Annual Report 2009	Notes to the Financial Information	55-89

PART IX BRITVIC OPERATING AND FINANCIAL REVIEW

The following discussion of Britvic's financial condition and results of operations should be read in conjunction with the historical financial information on Britvic and the notes related thereto set out in Part VIII: "Britvic Historical Financial Information" (which has been incorporated by reference into this document). Except as otherwise stated, the financial information included in this Part IX has been extracted without material adjustment from the financial information referred to in Part VIII: "Britvic Historical Financial Information" which has been incorporated into this document by reference. The historical financial information referred to in this discussion has been prepared in accordance with IFRS as explained in Part VIII: "Britvic Historical Financial Information".

The following discussion of Britvic's results of operations and financial condition contains forward-looking statements. Britvic's actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this document, particularly in the sections headed "Risk Factors" and "Important Information – Forward-looking statements". Please refer to the section of this document headed "Important Information – Presentation of financial information and non-financial operating data with respect to Britvic and the Britvic Group" for information on the non-IFRS measures referred to in this discussion.

1. Current trading and prospects

The key information that comprises the discussion of Britvic's current trading and prospects can be found in paragraph 16 entitled "Current trading, trends and prospects" of Part I: "Information on the Merger".

2. Operating and financial review

The key information that comprises the operating and financial review of Britvic for the 52 weeks ended 30 September 2012 can be found in the following sections of Britvic's Preliminary Results for the 52 weeks ended 30 September 2012 and is incorporated by reference herein:

Section	Page reference
Business and Strategy Review	N/A
Financial Review	N/A
Risks and Uncertainties	N/A

The key information that comprises the operating and financial review of Britvic for the 52 weeks ended 2 October 2011 can be found in the following sections of Britvic's Annual Report 2011 and is incorporated by reference herein:

Section	Page reference
Chief Executive's Review	13-16
Financial Review	19-26
Risks and Uncertainties	30-31

The key information that comprises the operating and financial review of Britvic for the 53 weeks ended 3 October 2010 can be found in the following sections of Britvic's Annual Report 2010 and is incorporated by reference herein:

Section	Page reference
Chief Executive's Review	15-17
Financial Review	20-25
Risks and Uncertainties	28-29

The key information that comprises the operating and financial review of Britvic for the 52 weeks ended 27 September 2009 can be found in the following sections of Britvic's Annual Report 2009 and is incorporated by reference herein:

Section	Page reference
Chief Executive's Review	13-17
Financial Review	20-24
Risks and Uncertainties	28-29

3. Capitalisation and indebtedness

Capitalisation

The following table shows the indebtedness and capitalisation of Britvic as at the date indicated. The table below sets out the capitalisation of Britvic, extracted without material adjustment from Britvic's unaudited Preliminary Results for the 52 weeks ended 30 September 2012 (which is incorporated by reference herein). This table should be read together with those unaudited Preliminary Results and accompanying notes incorporated by reference herein.

	As at 30 September 2012 £ million (unaudited)
Total Current debt	(0.6)
Guaranteed	–
Secured1	(0.3)
Unguaranteed/ Unsecured	(0.3)
Total Non-Current debt (excluding current portion of long–term debt)	(558.7)
Guaranteed	–
Secured1	(0.1)
Unguaranteed/ Unsecured	(557.6)
Shareholders' equity:
Share capital	48.5
Share Premium Reserve	17.7
Legal Reserve	–
Other Reserves	116.8
Total Shareholders' equity	183.0

¹ Charge granted over property held by Britvic France

Other Reserves include own share reserve, share scheme reserve, hedging reserve, translation reserve and merger reserve.

Indebtedness

The following table shows the net indebtedness of Britvic as at 30 September 2012. The figures have been extracted without material adjustment from Britvic's Preliminary Results.

	As at 30 September 2012 £ million (unaudited)
A. Cash	49.5
B. Cash equivalent	–
C. Trading securities	–
D. Liquidity (A)+(B)+(C)	49.5
E. Current Financial Receivable	–
F. Current Bank debt	(2.2)
G. Current portion of non current debt	–
H. Other current financial debt	(0.3)
I. Current Financial Debt (F)+(G)+(H)	(2.5)
J. Net Current Financial Indebtedness (I)-(E)-(D)	47.0
K. Non current Bank loans	(1.1)
L. Bonds Issued	(557.1)
M. Other non current loans	(0.5)
N. Non current Financial Indebtedness (K)+(L)+(M)	(558.7)
O. Net Financial Indebtedness (J)+(N)	(511.7)

4. Liquidity and capital resources

Historically, Britvic's principal use of cash has been for capital expenditure, working capital requirements, to pay interest to its debt holders and ultimately to pay dividends to its shareholders. Britvic has traditionally funded its cash requirements with cash flows from operating activities as well as borrowings. The following table provides a summary of Britvic's consolidated cash flows for each of the past four financial years:

Consolidated statements of cash flows

	Year ended 27 September 2009 (audited)	Year ended 3 October 2010 (audited)	Year ended 2 October 2011 (audited)	Year ended 30 September 2012 (unaudited)
	£m	£m	£m	£m
Net cash inflow from operating activities	130.9	124.5	125.0	132.3
Net cash outflow from returns on
investments and servicing of finance	(25.2)	(24.9)	(31.1)	(28.6)
Net cash outflow from capital expenditure
and financial investment	(40.7)	(45.3)	(49.0)	(47.1)
Net cash outflow from acquisitions and
disposals	–	(151.9)	(4.5)	–
Equity dividends paid	(27.8)	(34.9)	(40.3)	(42.5)
Net cash (outflow)/inflow from financing	(63.6)	87.5	(81.9)	(79.4)
Increase/(decrease) in cash	26.6	14.8	(10.4)	5.8

Sources: Britvic Annual Reports: 2009, 2010 and 2011 Britvic Preliminary Results: 2012

Net cash provided by operating activities

Britvic's primary source of cash is its operating activities. In financial year 2012, net cash provided by operating activities amounted to £132.3 million, compared to £125 million in financial year 2011, £124.5 million in financial year 2010 and £130.9 million in financial year 2009.

Britvic's operating profit increased in financial year 2012 and interest charges and capital expenditure decreased, resulting in a net increase in cash.

While Britvic's operating profit increased in financial year 2011, the decrease of net cash from operating activities in 2011 resulted from higher interest charges and increased capital expenditure. The higher interest charge is reflective of the financing of the debt element of the group's acquisition of Britvic France for a full year and higher commitment fees reflecting the increased headroom generated by the private placement proceeds raised in December 2010 and the completion of a larger £400m bank facility in March 2011.

The decrease in 2010 mainly reflects Britvic's decrease in operating profit as a result of exceptional costs in the period associated with the acquisition of Britvic France and restructuring in Ireland and a decrease in debtors and stock, which was partially off-set by a decrease in creditors. The decrease in creditors, debtors and stocks was caused by the 2010 financial year being a 53 week year finishing on the 3rd October, allowing for an extra week of trading.

Net cash outflow from returns on investments and servicing of finance

Cash outflow from returns on investment and servicing of finance was £28.6 million in financial year 2012 compared to £31.1 million in financial year 2011, £24.9 million in financial year 2010 and £25.2 million in financial year 2009. The increase in cash outflow in financial year 2011 reflects Britvic's increased debt position resulting from the full year impact of servicing the increased debt raised to acquire Britvic France. The decrease in cash outflow in financial year 2012 reflects Britvic's decreased debt position.

Net cash outflow for capital expenditure and financial investment

Investment in fixed assets in financial year 2012 amounted to £47.1 million, which amount included £43.9 million of capital investment in purchase of property, plant and equipment and £5.4 million of purchase of intangible assets, in the main IT software and hardware projects capitalised that have a future economic value. These investments were partially offset by £2.2 million of proceeds from the sale and leaseback of fixed assets.

Investment in fixed assets in financial year 2011 amounted to £49.0 million, which amount included £37.7 million of capital investment on purchase of property, plant and equipment and £11.9 million of purchase of intangible assets in the main IT software and hardware projects capitalised that have a future economic value. These investments were partially offset by £0.6 million of proceeds from the sale and leaseback of fixed assets.

Investment in fixed assets in financial year 2010 amounted to £45.3 million. This included £40.2 million of capital investment on purchase of property, plant and equipment and £9.8 million of purchase of intangible assets in the main IT software and hardware projects capitalised that have a future economic value. These investments were partially off-set by £4.7 million of proceeds from the sale and leaseback of fixed assets.

Investments in fixed assets in financial year 2009 amounted to £40.7 million, which amount included £38.3 million of capital investment on purchase of property, plant and equipment and £11.9 million of purchase of intangible assets in the main IT software and hardware projects capitalised that have a future economic value. The cash outflow from these investments was partially offset by £9.5 million of proceeds from the sale and leaseback of fixed assets.

Net cash outflow from acquisitions and disposals

Britvic did not engage in any acquisitions or disposals in financial year 2009. In financial year 2010, Britvic acquired Britvic France which resulted in a net cash outflow of £151.9 million. In financial years 2011 and 2012, there were no material acquisitions.

Equity dividends paid

Equity dividends paid amounted to £42.5 million in financial year 2012, compared to £40.3 million in 2011, £34.9 million in 2010 and £27.8 million in 2009.

Net cash (outflow)/inflow from financing activities

Net cash from financing activities amounted to an outflow of £79.4 million in financial year 2012, compared to outflow of £81.9 million in financial year 2011, inflow of £87.5 million in financial year 2010 and outflow of £63.6 million in 2009. For a discussion of Britvic's indebtedness, see the section entitled "Capitalisation and indebtedness" above.

Future liquidity, financing arrangements and commitments

Working capital

Britvic's working capital is normally low because of the quick turnover of inventory into cash. Working capital requirements are funded by cash provided by operating activities, existing borrowing facilities and private placement notes.

Key financial risks faced by the Britvic Group that are managed by treasury include exposures to movements in interest rates and foreign exchange. The treasury department is responsible for the management of the Britvic Group's debt and liquidity, currency risk, interest rate risk and cash management. The Britvic Group uses financial instruments to hedge against interest rate and foreign currency exposures in line with policies set by the treasury department and approved by the board of directors. No derivative is entered into for trading or speculative purposes.

The Britvic Group monitors its risk of a shortage of funds using rolling cash flow forecasts. These forecasts consider the maturity of both its financial investments and financial assets (e.g. accounts receivable, other financial assets) and projected cash flows from operations.

The objective of the Britvic Group's liquidity policy is to maintain a balance between continuity of funds and flexibility through the use of bank loans and overdrafts and long-term private placement issuance.

As discussed further below, the Britvic Group now has £891 million of committed debt facilities consisting of a £400 million bank facility which matures in 2016 and a series of private placement notes with maturities between 2014 and 2022 providing the business with a secure funding platform.

Bank loans

In March 2011, the Britvic Group reached agreement with its banks to refinance £333 million of existing bank facilities which were due to mature in May 2012. The previous 3 year facility was replaced with a new six-bank £400 million revolving multi-currency 5 year facility which matures in March 2016. The facility agreement includes certain financial covenants that require Britvic to ensure that certain financial ratios or other financial tests are complied with. The covenants include a ratio of EBITDA to net interest payable of not less than three to one and a ratio of net borrowings to EBITDA of not more than 3.5 to 1. The facilities agreement places further restrictions on Britvic and its subsidiaries with regard to their ability, inter alia, to grant security over or dispose of certain assets, incur further indebtedness, change the general nature of the business of the Britvic Group or make certain acquisitions. A violation of any of these provisions may in certain circumstances constitute an event of default under the facilities agreement. See paragraph 15.2.3 of Part XII: "Additional Information" for a further description of this facility.

Britvic also had unsecured bank loans as at 30 September 2012 of £0.3 million which is classified as current and which is repayable in December 2012 and of £1.1 million which is classified as non-current and which is repayable in December 2018.

The Britvic Group's borrowing levels are cyclical in nature, and normally track the seasonality of its business, with peak borrowing levels normally existing around the busier Christmas and summer periods. Borrowing levels may be affected by the payment of dividends as well, since Britvic may draw down under its credit facilities to fund dividend payments.

Private placement notes

2007 Notes

On 20 February 2007, Britvic issued US\$375 million and £38 million of Senior Notes (the "2007 Notes") in the US private placement market. The proceeds of the issue were used to repay and cancel a £150 million term loan, with the remainder being used to repay the amounts drawn on the Britvic Group's revolving credit facility.

Under the 2007 Notes, Britvic makes quarterly and semi-annual interest payments in the currency of issue. The 2007 Notes are unsecured and rank pari passu in right of repayment with other senior unsecured indebtedness of Britvic. In order to manage the risk of foreign currency and interest rate fluctuations, the Britvic Group has entered into cross currency interest rate swaps whereby fixed/floating US dollar interest is swapped for fixed Sterling interest. The swap contracts have the same duration and other critical terms as the borrowings which they hedge and are designated as part of effective hedge relationships.

The note purchase agreement in respect of the 2007 Notes includes a requirement that Britvic must offer to repay the 2007 Notes should a change in control of the Britvic Group (or, following the Merger, the Combined Group) occur which results in a rating downgrade of the 2007 Notes or other senior debt of Britvic. The holders of the 2007 Notes have waived their rights to such repayment in connection with the Merger.

2009 Notes

On 17 December 2009, Britvic issued US\$250 million of Senior Notes in the US private placement market (the "2009 Notes"). The 2009 Notes are additional borrowings to the 2007 Notes. The proceeds from the 2009 Notes were principally used to repay amounts drawn on the Britvic Group's existing borrowings, including the repayment of €100 million of the revolving credit facility.

Britvic makes semi-annual interest payments in US dollars under the 2009 Notes. The 2009 Notes are unsecured and rank pari passu in right of repayment with other senior unsecured indebtedness of the Britvic Group. In order to manage foreign exchange risk, interest rate risk and to ensure an appropriate mix of Sterling and Euro funding, the Britvic Group has entered into a number of cross currency interest rate swaps. The 2009 Notes were swapped into floating rate Sterling and Euro liabilities through a series of US dollar to Sterling and Sterling to Euro swap instruments. These cross currency interest rate swap contracts have the same duration and other critical terms as the relevant borrowings they hedge and are designated as part of effective hedge relationships.

The note purchase agreement in respect of the 2009 Notes includes a requirement that Britvic must offer to repay the 2009 Notes should a change in control of the Britvic Group (or, following the Merger, the Combined Group) occur which results in a rating downgrade of the 2009 Notes or other senior debt of Britvic. The holders of the 2009 Notes have waived their right to such repayment in connection with the Merger.

2010 Notes

On 17 December 2010, Britvic issued US\$163 million and £7.5 million of Senior Notes in the US private placement market (the "2010 Notes"). The 2010 Notes are additional borrowings to the 2007 Notes and 2009 Notes. The proceeds from the 2010 Notes were principally used to repay amounts drawn on the Britvic Group's existing borrowings.

Britvic makes semi-annual interest payments in US dollars and Sterling under the 2010 Notes. The 2010 Notes are unsecured and rank pari passu in right of repayment with other senior unsecured indebtedness of the Britvic Group. In order to manage foreign exchange risk, interest rate risk and to ensure an appropriate mix of Sterling and Euro funding, the Britvic Group has entered into a number of cross currency interest rate swaps. The 2010 Notes were swapped into a mix of fixed and floating rate Sterling and Euro liabilities through a series of US dollar to Sterling and Sterling to Euro swap instruments. These cross currency interest rate swap contracts have the same duration and other critical terms as the relevant borrowings they hedge and are designated as part of effective hedge relationships.

The note purchase agreement in respect of the 2010 Notes includes a requirement that Britvic must offer to repay the 2010 Notes should a change in control of the Britvic Group (or, following the Merger, the Combined Group) occur which results in a rating downgrade of the 2010 Notes or other senior debt of Britvic. The holders of the 2010 Notes have waived their right to such repayment in connection with the Merger.

For a description of Britvic's actual indebtedness as at 30 September 2012, see the section entitled "Capitalisation and indebtedness" above.

Further disclosure about Britvic's management of capital resources is set out in the Britvic 2011 Annual Report on pages 82 to 84 and in Britvic's 2012 interim results on pages 33 to 36, which are incorporated by reference herein.

Capital expenditure

Britvic's business is capital-intensive and requires significant capital expenditure, primarily in the areas of production equipment, distribution infrastructure and cooling and dispensing equipment. Between 2009 and 2011, Britvic's level of capital expenditure has remained above depreciation, reflecting the continued investment in the growth of Britvic.

The amount of capital expenditure has varied from year to year, depending on the nature of assets being installed, upgraded or replaced.

In financial year 2012, Britvic communicated to its shareholders that it planned to spend capital in the region of £50 million and that, as a result of the Fruit Shoot recall and the lower soft drinks market growth in each of its core markets, Britvic would be reviewing capital requirements for 2013. It is expected that there will be a reduction in absolute capital spend for 2013. Britvic expects to source its capital requirements from its existing credit facilities and from the cash provided by its operating activities.

PART X UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE COMBINED GROUP

Section A: Accountant's report on pro forma financial information

KPMG Audit Plc

191 West George Street Glasgow G2 2LJ United Kingdom

Tel +44 (0) 141 226 5511 Fax +44 (0) 141 204 1584 DX 551820 Glasgow 20

The directors and the proposed directors (together the "Directors") A.G. BARR p.l.c. Westfield House 4 Mollins Road Cumbernauld G68 9HD

5 December 2012

Dear Sirs

A.G. BARR p.l.c. proposed merger with Britvic plc (the "Merger" and, A.G. BARR p.l.c. and Britvic plc together the "Combined Group")

We report on the pro forma net asset statement (the 'Pro forma financial information') set out in Part X of the prospectus issued by A.G. BARR p.l.c. dated 5 December 2012 (the "Prospectus"), which has been prepared on the basis described in the notes to the Pro forma financial information, for illustrative purposes only, to provide information about how the Merger might have affected the financial information presented on the basis of the accounting policies to be adopted in the Combined Group's first annual report and accounts following the Merger becoming effective. This report is required by paragraph 20.2 of Annex I of the Prospectus Directive Regulation and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

It is the responsibility of the Directors to prepare the Pro forma financial information in accordance with paragraph 20.2 of Annex I of the Prospectus Directive Regulation.

It is our responsibility to form an opinion, as required by paragraph 7 of Annex II of the Prospectus Directive Regulation, as to the proper compilation of the Pro forma financial information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report,

KPMG Audit Plc, a UK public limited company, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. Registered in England No 3110745 Registered office: 15 Canada Square, London, E14 5GL

which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the Directors.

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 Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies which will be adopted in the Combined Group's first annual report and accounts following the Merger becoming effective.

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 Pro forma financial information has been properly compiled on the basis stated; and
• such basis is consistent with the accounting policies which will be adopted in the Combined Group's first annual report and accounts following the Merger becoming effective.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG Audit Plc

Section B: Unaudited IFRS pro forma financial information of the Combined Group

The following unaudited IFRS pro forma statement of net assets has been prepared to illustrate the effect on the net assets of A.G. BARR p.l.c. ("A.G. Barr") of the proposed merger with Britvic plc ("Britvic") as if the merger had occurred on 28 July 2012. As the Board of A.G. Barr has determined that the provisions of IFRS 3 "Reverse Acquisitions" should apply, although A.G. Barr is the legal acquirer, the accounting is prepared as if Britvic makes the acquisition. The unaudited pro forma statement of net assets has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and therefore does not reflect A.G. Barr's, Britvic's or the Combined Group's actual financial position or results. The unaudited pro forma statement of net assets has been prepared on the basis set out in the notes below.

	Britvic as at 30 September 2012 (note 1) £m	A.G. Barr as at 28 July 2012 (note 2) £m	Adjustments (notes 3 and 4) £m	Pro forma as at 28 July 2012 (note 5) £m
Non-current assets
Property, plant & equipment	236.6	54.2	–	290.8
Intangible assets	305.2	74.5	444.3	824.0
Other receivables	3.6	–	–	3.6
Other financial assets	92.1	–	–	92.1
Pension assets	7.5	–	–	7.5
	645.0	128.7	444.3	1,218.0
Current assets
Inventories	73.8	20.6	–	94.4
Trade and other receivables	257.4	53.9	–	311.3
Other financial assets	0.1	–	–	0.1
Cash and cash equivalents	49.5	–	–	49.5
	380.8	74.5	–	455.3
Total assets	1,025.8	203.2	444.3	1,673.3
Current liabilities
Trade and other payables	(357.2)	(43.6)	(22.1)	(422.9)
Borrowings	(2.5)	(6.4)	–	(8.9)
Other financial liabilities	(4.4)	(1.0)	–	(5.4)
Current tax	(7.8)	(3.2)	–	(11.0)
	(371.9)	(54.3)	(22.1)	(448.3)
Non-current liabilities
Borrowings	(558.7)	(4.9)	–	(563.6)
Deferred tax liabilities	(34.1)	(11.9)	–	(46.0)
Retirement benefit obligations	(11.2)	(7.1)	–	(18.3)
Other financial liabilities	(10.9)	–	–	(10.9)
Other non-current liabilities	(1.9)	–	–	(1.9)
	(616.8)	(23.9)	–	(640.7)
Total liabilities	(988.7)	(78.1)	(22.1)	(1,088.9)
Net (liabilities)/assets	37.1	125.0	422.2	584.3

Notes:

1. The financial information has been extracted, without material adjustment, from Britvic's unaudited Preliminary Results for the 52 weeks ended 30 September 2012 incorporated by reference in Part VIII of this Prospectus which have been prepared on the basis of Britvic's accounting policies.

2. The financial information has been extracted from A.G. Barr's unaudited interim results for the six months ended 28 July 2012, included in Part VI of this Prospectus, which have been prepared on the basis of the accounting policies that will be adopted in the Combined Group's first annual report and accounts following the Merger becoming Effective.

3. For the purposes of the pro forma statement of net assets, the difference between the deemed consideration payable, based upon the hypothetical issue of 142,329,339 Britvic Shares, in accordance with the principles of reverse accounting set out in paragraphs B19 to B27 of IFRS 3, at a price of £4.00 (being the quoted market price on 28 November 2012 and the net assets of A.G. Barr, is shown as goodwill within intangible assets and is calculated as follows:

	£m
Deemed consideration payable in Britvic shares	569.3
Net assets of A.G. Barr at 28 July 2012	(125.0)
Goodwill	444.3

No account has been taken of any fair value adjustments to the net assets of A.G. Barr that might be required to be recognised in the Combined Group's first annual report and accounts following the Merger becoming Effective.

• 1. The £22.1 million adjustment to 'Trade and other payables' represents the estimated aggregate fees and expenses expected to be incurred by A.G. Barr and Britvic in connection with the Merger (excluding any applicable VAT).
• 1. No account has been taken of any trading or transactions of Britvic or A.G. Barr since 30 September 2012 and 28 July 2012 respectively.

PART XI TAXATION

The comments set out below relate to the holding of New A.G. Barr Shares and summarise the Company's understanding of certain limited aspects of UK taxation based on current law and on what is understood to be current published practice of HMRC, both of which are subject to change, possibly with retrospective effect.

This is intended as a general guide only and applies to A.G. Barr Shareholders resident (and, if individuals, ordinarily resident and domiciled) for tax purposes in the UK who hold New A.G. Barr Shares as an investment (and not as securities which are treated as employment-related securities or securities to be realised in the course of a trade) and who are the absolute beneficial owners thereof. This is not a complete analysis of all the potential tax effects of acquiring, holding and disposing of New A.G. Barr Shares, nor will it relate to the specific tax position of all A.G. Barr Shareholders in all jurisdictions. This summary does not purport to be a legal opinion. The comments set out below may not apply to certain classes of persons such as traders, brokers, dealers, intermediaries and persons connected with depositary arrangements or clearance services, insurance companies, banks, financial institutions, collective investment schemes, persons connected with A.G. Barr or any member of the A.G. Barr Group, persons holding New A.G. Barr Shares as part of hedging or conversion transactions, persons holding New A.G. Barr Shares in an individual savings account or trustees or exempt holders. These classes of persons may be subject to special rules.

The comments set out below do not address the UK tax consequences for a UK tax resident (or, if an individual, ordinarily resident) A.G. Barr Shareholder with a registered address outside the UK.

Britvic Shareholders are referred to the Taxation section at Part VI of the Scheme Document in respect of certain UK and US taxation consequences of the Scheme, in particular the UK and US taxation consequences of receiving New A.G. Barr Shares in respect of their Britvic Shares.

Persons who are in any doubt about their taxation position regarding the acquisition, ownership or disposal of New A.G. Barr Shares, or who are tax resident or otherwise subject to taxation in a jurisdiction outside the UK, should consult their own professional advisers immediately.

(a) Taxation of chargeable gains

Liability to UK taxation on chargeable gains will depend on the individual circumstances of each holder of New A.G. Barr Shares.

A disposal of New A.G. Barr Shares by an A.G. Barr Shareholder may, depending on the A.G. Barr Shareholder's circumstances and subject to any available exemptions and reliefs, give rise to a chargeable gain or an allowable loss for the purposes of the taxation of chargeable gains.

An A.G. Barr Shareholder who is an individual temporarily non-resident in the UK and who disposes, or is deemed to dispose, of New A.G. Barr Shares may still, depending on the circumstances, be liable to UK taxation on a chargeable gain realised during that temporary period of non-UK residence.

Further details of the UK tax treatment of Britvic Shareholders are set out in the Taxation section at Part VI of the Scheme Document.

(b) Taxation of dividends

(i) A.G. Barr Shareholders who are individuals

An individual A.G. Barr Shareholder who is resident in the UK for tax purposes and who receives dividends on New A.G. Barr Shares will be entitled to a tax credit equal to one ninth of the dividend, which may be set off against such shareholder's total income tax liability on the dividend. Such an A.G. Barr Shareholder's liability to income tax will be calculated on the aggregate of the dividend received and the associated tax credit (the "gross dividend") which will be regarded as the top slice of that individual's income.

A UK tax-resident individual A.G. Barr Shareholder who is liable to income tax at the basic rate will be subject to income tax on dividends at the ordinary rate of 10 per cent. of the gross dividend with the result that the tax credit will satisfy in full such A.G. Barr Shareholder's liability to income tax on the dividends received.

A UK tax-resident individual A.G. Barr Shareholder liable to income tax at the higher rate will be subject to income tax on the gross dividend at 32.5 per cent. After taking into account the tax credit, such A.G. Barr Shareholder will have to account for additional tax equal to 22.5 per cent. of the gross dividend (an effective tax rate of 25 per cent. of the net cash dividend received), to the extent that the gross dividend when treated as the top slice of such A.G. Barr Shareholder's income falls above the threshold for higher rate income tax.

A UK tax-resident individual A.G. Barr Shareholder liable to income tax at the additional rate (i.e. where total income from all sources (as set out in section 23 of the Income Tax Act 2007) exceeds £150,000 in any tax year) will be subject to income tax on the gross dividend at 42.5 per cent. (or 37.5 per cent. with effect from 6 April 2013). After taking into account the tax credit, such A.G. Barr Shareholder will have to account for additional tax equal to 32.5 per cent. (or 27.5 per cent. with effect from 6 April 2013) of the gross dividend (an effective tax rate of approximately 36.1 per cent. (or approximately 30.6 per cent. with effect from 6 April 2013) of the net cash dividend received), to the extent that the gross dividend when treated as the top slice of such A.G. Barr Shareholder's income falls above the threshold for additional rate income tax.

(ii) A.G. Barr Shareholders who are within the charge to UK corporation tax

A.G. Barr Shareholders who are within the charge to UK corporation tax will be subject to UK corporation tax on dividends paid by A.G. Barr unless an exemption applies.

A.G. Barr Shareholders which are "small companies" (for the purposes of UK taxation of dividends) will not generally be subject to tax on dividends from A.G. Barr, by virtue of a specific exemption for dividends received by "small companies", subject to the satisfaction of certain conditions.

Other A.G. Barr Shareholders within the charge to UK corporation tax will not be subject to tax on dividends so long as the dividends fall within an exempt class and certain conditions are met. In general, dividends paid on ordinary, non-redeemable shares, such as the New A.G. Barr Shares, and dividends paid to a person holding less than 10 per cent. of the issued share capital of the payer (or any class of that share capital) are examples of dividends that fall within an exempt class.

(iii) No payment of tax credit

A UK resident individual A.G. Barr Shareholder who is not liable to income tax on dividends received from A.G. Barr and other UK resident taxpayers who are not liable to UK tax on dividends (such as UK pension funds and charities) will not be entitled to reclaim the tax credit attaching to any dividend paid on the New A.G. Barr Shares.

(iv) Non-residents

The right of an A.G. Barr Shareholder who is not tax-resident in the UK to a UK tax credit on dividends will depend upon the existence and terms of any double tax treaty between the UK and the country in which that person is tax-resident. Such A.G. Barr Shareholders should note, however, that in practice most A.G. Barr Shareholders will not be able to claim repayment in respect of tax credits or will be entitled to only a minimal repayment.

Persons who are not solely resident in the UK should consult their own tax advisers concerning their tax liabilities (in the UK and any other country) on dividends received, whether they are entitled to claim any part of the tax credit and, if so, the procedure for doing so, and whether any double taxation relief is due in any country in which they are subject to tax.

(v) Withholding tax

A.G. Barr will not be required to withhold tax at source when paying a dividend.

(c) Stamp duty and stamp duty reserve tax

Except as described below, no liability to stamp duty or stamp duty reserve tax ("SDRT") will arise on the issue of, or on the issue of definitive share certificates in respect of, New A.G. Barr Shares by the Company.

Subject to an exemption for certain low value transactions, the conveyance or transfer on sale of New A.G. Barr Shares outside of the CREST system will generally be subject to ad valorem stamp duty on the instrument of transfer at the rate of 0.5 per cent. of the amount or value of the consideration given (rounded up to the nearest £5). Stamp duty will normally be paid by the purchaser or transferee. An unconditional agreement to transfer New A.G. Barr Shares will normally give rise to a charge to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration. However, where, within six years of the date of the agreement, an instrument of transfer is executed and duly stamped, the SDRT liability will be cancelled and any SDRT which has been paid will generally be repayable. SDRT is normally the liability of the purchaser or transferee.

Where New A.G. Barr Shares are transferred (i) to, or to a nominee for, a person whose business is or includes the provision of clearance services or (ii) to, or to a nominee or agent for, a person whose business is or includes issuing depositary receipts, stamp duty or SDRT will generally be payable at the higher rate of 1.5 per cent. of the amount or value of the consideration payable or, in certain circumstances, the value of the New A.G. Barr Shares or, in the case of an issue to such persons, the issue price of the New A.G. Barr Shares. Clearance service providers may opt, under certain circumstances, for the normal rates of stamp duty and SDRT to apply to a transfer of New A.G. Barr Shares into, and to transactions within, the service instead of the higher 1.5 per cent. rate applying to a transfer of the New A.G. Barr Shares into the clearance system and the exemption for dealings in the New A.G. Barr Shares applying whilst in the system.

Following the European Court of Justice decision in C-569/07 HSBC Holdings Plc and Vidacos Nominees Limited v The Commissioners of Her Majesty's Revenue & Customs and the First-tier Tax Tribunal decision in HSBC Holdings Plc and The Bank of New York Mellon Corporation v The Commissioners of Her Majesty's Revenue & Customs, HMRC has confirmed that 1.5 per cent. SDRT is no longer payable when new shares are issued to a clearance service or depositary receipt system.

Under the CREST system for paperless share transfers, deposits of New A.G. Barr Shares into CREST will generally not be subject to stamp duty or SDRT unless such a transfer is made for consideration in money or money's worth, in which case a liability to SDRT will arise usually at the rate of 0.5 per cent. of the amount of value of the consideration. Paperless transfers of New A.G. Barr Shares within CREST are generally liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount of value of the consideration. CREST is obliged to collect SDRT from the purchaser of the New A.G. Barr Shares on relevant transactions settled within the system.

The above statements are intended as a general guide to the current position. Certain categories of person, including intermediaries, brokers, dealers and persons connected with depositary arrangements and clearance services, may not be liable to stamp duty or SDRT or may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for it under the Stamp Duty Reserve Tax Regulations 1986.

(d) Inheritance tax

New A.G. Barr Shares will be assets situated in the UK for the purposes of UK inheritance tax. A gift of such assets by, or the death of, an individual holder of such assets may (subject to certain exemptions and reliefs) give rise to a liability to UK inheritance tax, even if the holder is neither domiciled in the UK nor deemed to be domiciled there (under certain rules relating to long residence or previous domicile). Generally, UK inheritance tax is not chargeable on gifts to individuals if the transfer is made more than seven complete years prior to the death of the donor. For inheritance tax purposes, a transfer of assets at less than full market value may be treated as a gift and particular rules apply to gifts where the donor reserves or retains some benefit. Special rules also apply to close companies and to trustees of settlements who hold New A.G. Barr Shares bringing them within the charge to inheritance tax. Holders of New A.G. Barr Shares should consult an appropriate professional adviser if they make a gift of any kind or intend to hold any New A.G. Barr Shares through such a company or trust arrangement. They should also seek professional advice in a situation where there is potential for a double charge to UK inheritance tax and an equivalent tax in another country or if they are in any doubt about their UK inheritance tax position.

THE ABOVE DESCRIPTION OF TAXATION IS GENERAL IN CHARACTER. IF YOU ARE IN ANY DOUBT AS TO YOUR TAX POSITION OR YOU ARE SUBJECT TO TAX IN A JURISDICTION OTHER THAN THE UNITED KINGDOM, YOU SHOULD CONSULT AN APPROPRIATE INDEPENDENT PROFESSIONAL ADVISER WITHOUT DELAY.

PART XII ADDITIONAL INFORMATION

1. Responsibility

A.G. Barr, the Directors and the Proposed Directors (whose names and functions appear in Part IV: "Directors, Proposed Directors, Senior Managers and Corporate Governance") accept responsibility for the information contained in this document. To the best of the knowledge and belief of A.G. Barr, the Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Incorporation and registered office

• 2.1 The Company was incorporated and registered in Scotland on 30 June 1904 with registered number SC005653. The Company is a public company limited by shares. The principal legislation under which the Company operates and pursuant to which the New A.G. Barr Shares will be created is the Companies Act and regulations made thereunder.
• 2.2 The Company is domiciled in Scotland and its registered office and principal place of business is at Westfield House, 4 Mollins Road, Cumbernauld G68 9HD (telephone number +44 (0)1236 852 400).
• 2.3 It is proposed that the Company's name be changed, subject to the Scheme becoming effective or, as the case may be, the Merger Offer becoming or being declared wholly unconditional, to "Barr Britvic Soft Drinks plc" pursuant to a special resolution to be proposed at the A.G. Barr General Meeting.

3. Share capital

• 3.1. During the financial years ended 30 January 2010, 29 January 2011 and 28 January 2012 there have been the following changes in the share capital of the Company:
• 3.1.1. during the financial year ended 30 January 2010, the issued share capital of the Company increased from 19,461,463 ordinary shares of 25p each to 38,922,926 ordinary shares of 12.5p each as a result of the subdivision of each ordinary share of 25p each in the capital of the Company into two ordinary shares of 12.5p each pursuant to a resolution passed at a general meeting of the Company held on 18 September 2009; and
• 3.1.2. during the financial years ended 29 January 2011 and 28 January 2012, no shares were allotted and the issued share capital remained at 38,922,926 ordinary shares of 12.5p each.
• 3.2. During the six month period ended 28 July 2012, the issued share capital of the Company increased from 38,922,926 ordinary shares of 12.5p each to 116,768,778 A.G. Barr Shares as a result of the subdivision of each ordinary share of 12.5p each in the capital of the Company into three A.G. Barr Shares of 4 1⁄6p each pursuant to a resolution passed at the 2012 A.G. Barr AGM.
• 3.3. As at 3 December 2012, the issued share capital of the Company was £4,865,365.75 divided into 116,768,778 A.G. Barr Shares (all of which are fully paid) and the Company did not hold any shares in treasury.
• 3.4. As at 3 December 2012, Robert Barr Limited (a wholly owned subsidiary of the Company) held 1,445,465 A.G. Barr Shares (in its capacity as trustee of certain of the A.G. Barr Share Schemes), representing approximately 1.24 per cent. of the issued share capital of the Company.

3.5. Existing shareholder authorities

It was resolved by the A.G. Barr Shareholders at the 2012 A.G. Barr AGM that:

• (a) in accordance with section 551 of the Companies Act, authority be conferred on the A.G. Barr Board to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company:
• (i) up to an aggregate nominal amount of £1,621,788.50; and
• (ii) up to a further aggregate nominal amount of £1,621,788.50 provided that (i) they are equity securities (within the meaning of section 560 of the Companies Act); and (ii) they are offered by way of a rights issue in favour of the holders of A.G. Barr Shares (excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed

by the A.G. Barr Board where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of shares held by them on that date subject to such exclusions or other arrangements as the A.G. Barr Board deem necessary or expedient to deal with (a) equity securities representing fractional entitlements; (b) treasury shares; or (c) legal or practical problems arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever,

provided that such authority shall expire on the earlier of 31 July 2013 or at the conclusion of the annual general meeting of the Company to be held in 2013, save that the Company may before such expiry make an offer or enter into an agreement which would or might require A.G. Barr Shares to be allotted, or rights to subscribe for or to convert securities into A.G. Barr Shares to be granted, after such expiry and the A.G. Barr Board may allot shares or grant such rights in pursuance of such an offer or agreement as if such authority had not expired; and

• (b) pursuant to sections 570 and 573 of the Companies Act, authority be conferred on the A.G. Barr Board to allot equity securities (within the meaning of section 560 of the Companies Act), wholly for cash either pursuant to the authority conferred on them by the resolution referred to at sub-paragraph (a) above or by way of a sale of treasury shares (within the meaning of section 560(3) of the Companies Act) as if section 561(1) of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to:
• (i) the allotment of equity securities, for cash, in connection with a rights issue, open offer or other pre-emptive offer in favour of holders of A.G. Barr Shares (excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed by the A.G. Barr Board where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of A.G. Barr Shares held by them on that date subject to such exclusions or other arrangements in connection with the rights issue, open offer or other offer as the A.G. Barr Board deem necessary or expedient to deal with (a) equity securities representing fractional entitlements; (b) treasury shares; or (c) legal or practical problems arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever; and
• (ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal amount of £243,268,

provided that such authority shall expire on the earlier of 31 July 2013 or at the conclusion of the annual general meeting of the Company to be held in 2013, save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the A.G. Barr Board may allot equity securities pursuant to such an offer or agreement as if such authority had not expired.

3.6. Shareholder authorities proposed at the A.G. Barr General Meeting

The following resolutions are set out in the A.G. Barr Circular sent to A.G. Barr Shareholders on or around the date of this document and it is proposed that these resolutions will be voted upon at the A.G. Barr General Meeting on 8 January 2013 in connection with the Merger. The Merger is only conditional on the passing of resolution 1 set out below:

Resolution 1 (Ordinary Resolution)

THAT:

(A) the proposed all-share merger of A.G. BARR p.l.c. (the "Company" or "A.G. Barr") with Britvic plc ("Britvic") (the "Merger"), to be effected pursuant to a scheme of arrangement of Britvic (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act") or a takeover offer (the "Merger Offer") made by or on behalf of the Company for the entire issued and to be issued share capital of Britvic, substantially on the terms and subject to the conditions set out in the circular to shareholders of A.G. Barr dated 5 December 2012 (the "Circular") outlining the Merger and the prospectus prepared by the Company in connection with Admission (as defined below) dated 5 December 2012 (a copy of each of which is produced to the meeting and signed for identification purposes by the chairman of the meeting) be and is hereby approved and the directors of the Company (the "Directors") (or any duly authorised committee thereof) be and are hereby authorised to: (i) take all such steps as may be necessary or desirable in connection with, and to implement, the Merger; and (ii) agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Merger (provided that any such modifications, variations, revisions, waivers or amendments are not a material change to the terms of the Merger for the purposes of Listing Rule 10.5.2) and to any documents and arrangements relating thereto, as they may in their absolute discretion think fit;

(B) subject to and conditional upon the Scheme becoming effective (save for any conditions relating to: (i) the delivery of the order(s) of the High Court of Justice in England and Wales (the "Court") sanctioning the Scheme and confirming the reduction of capital of Britvic to the Registrar of Companies in England and Wales; (ii) registration of such order(s) by the Registrar of Companies in England and Wales; and (iii) (a) the UK Listing Authority having acknowledged to the Company or its agent (and such acknowledgment not having been withdrawn) that the application for the admission of the new ordinary shares of 4 1⁄6 pence each in the capital of the Company to be issued pursuant to the Merger (the "Ordinary Shares") to the Official List of the UK Listing Authority with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject (the "listing conditions")) will become effective as soon as a dealing notice has been issued by the Financial Services Authority and any listing conditions have been satisfied; and (b) the London Stock Exchange plc having acknowledged to the Company or its agent (and such acknowledgment not having been withdrawn) that the Ordinary Shares will be admitted to trading on the main market of the London Stock Exchange plc ("Admission")), or, as the case may be, the Merger Offer becoming or being declared wholly unconditional (save for Admission), the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") (in addition, to the extent unutilised, to the authority granted to the Directors at the Company's annual general meeting held on 21 May 2012, which remains in full force and effect) to exercise all the powers of the Company to allot Ordinary Shares and to grant rights to subscribe for or to convert any security into shares in the Company, credited as fully paid, with authority to deal with fractional entitlements arising out of such allotment as they think fit and to take all such other steps as they may in their absolute discretion deem necessary, expedient or appropriate to implement such allotment, in connection with the Merger up to an aggregate nominal amount of £8,416,666.67 and which authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2013 or on the Long Stop Date (as defined in the Circular), whichever is the later (unless previously revoked, renewed or varied by the Company in general meeting), save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Directors may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired; and

(C) pursuant to article 103 of the Company's articles of association, the Company be permitted to borrow up to an aggregate amount of £1,250,000,000.

Resolution 2 (Special Resolution)

THAT, subject to the Merger becoming Effective (as such terms are defined in the circular to the shareholders of the Company dated 5 December 2012), the Company's name be changed to "Barr Britvic Soft Drinks plc".

Resolution 3 (Ordinary Resolution)

THAT, subject to the Merger becoming Effective (as such terms are defined the circular to the shareholders of the Company dated 5 December 2012 (the "Circular")), the amendments to the rules of the A.G. BARR p.l.c. Long Term Incentive Plan 2003 (as amended on 26 May 2009) (the "Long Term Incentive Plan") shown on the copy produced to the meeting and, for the purposes of identification, initialled by the chairman of the meeting (the "Amended LTIP Rules") be approved and the Directors of the Company (or a duly authorised committee of the Directors) be and are hereby authorised to make such other amendments to the rules of the Long Term Incentive Plan and to do all such acts and things as they consider necessary or desirable to give effect to the proposed treatment of the participants in that plan as described in paragraph 13 of Part I of the Circular.

Resolution 4 (Ordinary Resolution)

THAT, subject to the Merger becoming Effective (as such terms are defined in the circular to the shareholders of the Company dated 5 December 2012 (the "Circular")):

• (i) the rules of the Barr Britvic Soft Drinks plc Long Term Incentive Plan (the "Plan"), a copy of which has been produced to the meeting and is initialled for the purposes of identification by the chairman of the meeting and the principal terms of which are summarised in Part IV of the Circular, be approved, adopted and established and the Directors of the Company (or a duly authorised committee of the Directors) be and they are hereby authorised to do all such acts and things which they consider necessary or desirable to establish and carry the Plan into effect with such modifications as they may consider necessary or desirable to take account of the requirements of the UK Listing Authority and best practice;
• (ii) the Directors be authorised to establish one or more other schemes or plans based on the Plan for the benefit of employees based overseas but modified to take account of local tax, exchange control or

securities laws in overseas territories provided that any shares made available under such further schemes or plans are treated as counting against any limits on individual or overall participation in the Plan; and

(iii) the Directors be entitled to vote and be counted in the quorum on any matter connected with the Plan notwithstanding that they may be interested in the same and any prohibition on voting by interested Directors contained in the articles of association of the Company from time to time (save that no Director may vote or be counted in the quorum on any matter solely concerning his own participation in the Plan).

Resolution 5 (Special Resolution)

THAT, subject to the Merger becoming Effective (as such terms are defined in the circular to the shareholders of the Company dated 5 December 2012), the articles of association produced to the meeting and, for the purposes of identification, initialled by the chairman of the meeting be adopted as the articles of association of the Company in substitution for, and to the entire exclusion of, the articles of association of the Company existing at the date of the meeting.

Resolution 6 (Ordinary Resolution)

THAT, subject to the Merger becoming Effective (as such terms are defined in the circular to the shareholders of the Company dated 5 December 2012), in addition to the amount set out in paragraph (B) of such resolution 1 but in substitution for any previous authority conferred upon the directors of the Company (the "Directors") pursuant to section 551 of the Companies Act 2006 (the "Act"), the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Act to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

• (i) up to an aggregate nominal amount of £4,383,070.70; and
• (ii) up to a further aggregate nominal amount of £4,383,070.70 provided that (i) they are equity securities (within the meaning of section 560 of the Act), and (ii) they are offered by way of a rights issue in favour of the holders of shares (excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed by the Directors where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of shares held by them on that date subject to such exclusions or other arrangements as the Directors deem necessary or expedient to deal with (a) equity securities representing fractional entitlements, (b) treasury shares, or (c) legal or practical problems arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever,

provided that this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2013 or on 31 July 2013, whichever is the earlier (unless previously revoked, renewed or varied by the Company in general meeting), save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Directors may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 7 (Special Resolution)

THAT, subject to (i) the Merger becoming Effective (as such terms are defined in the circular to the shareholders of the Company dated 5 December 2012) and (ii) the passing of resolution 6 set out in the notice of this general meeting, and in substitution for any previous authority conferred upon the directors of the Company (the "Directors") pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act"), the Directors be and are hereby generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any security into, ordinary shares of the Company ("Ordinary Shares")) wholly for cash either pursuant to the authority conferred on them by such resolution 6 or by way of a sale of treasury shares (within the meaning of section 560(3) of the Act) as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

(i) the allotment of equity securities for cash in connection with a rights issue, open offer or other pre-emptive offer in favour of holders of Ordinary Shares (excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed by the Directors where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of Ordinary Shares held by them on that date subject to such exclusions or other arrangements in connection with the rights issue, open offer or other pre-emptive offer as the Directors deem necessary or expedient to deal with (a) equity securities representing fractional entitlements, (b) treasury shares, or (c) legal or practical problems arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever; and

(ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal amount of £664,101.62,

provided that this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2013 or on 31 July 2013, whichever is the earlier (unless previously revoked, renewed or varied by the Company in general meeting), save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 8 (Special Resolution)

THAT, subject to the Merger becoming Effective (as such terms are defined in the circular to the shareholders of the Company dated 5 December 2012), the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the "Act") to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 41⁄6 pence each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the directors of the Company (the "Directors") think fit, provided that:

• (i) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 31,876,877;
• (ii) the minimum price, exclusive of any associated expenses, which may be paid for an Ordinary Share is 41⁄6 pence;
• (iii) the maximum price, exclusive of any associated expenses, which may be paid for an Ordinary Share shall be the higher of:
• (a) an amount equal to 5 per cent. above the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five dealing days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and
• (b) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Daily Official List at the time that the purchase is carried out; and
• (iv) the authority hereby conferred shall be in substitution for any previous authority conferred on the Company under section 701 of the Act and shall expire at the conclusion of the annual general meeting of the Company to be held in 2013 or on 31 July 2013, whichever is the earlier (unless previously revoked, renewed or varied by the Company in general meeting), but a contract to purchase Ordinary Shares may be made before such expiry which will or may be executed or completed wholly or partly thereafter and a purchase of Ordinary Shares may be made in pursuance of any such contract.
• 3.7. Up to 202,000,000 New A.G. Barr Shares will be issued pursuant to the Merger. The issued and fully paid up share capital of A.G. Barr immediately following completion of the Merger is expected to be £13,282,032.42 divided into 318,768,778 A.G. Barr Shares and A.G. Barr Shareholders will suffer an immediate dilution of approximately 63 per cent. in their interest in the Company upon the issue of the New A.G. Barr Shares, assuming that the maximum number of New A.G. Barr Shares is issued in connection with the Merger (based on the number of Britvic Shares in issue as at the close of business on 3 December 2012 and assuming that (i) all vested share options under the Britvic Share Schemes are exercised in full and the resulting Britvic Shares are exchanged for New A.G. Barr Shares under the Merger, and (ii) there are no other issues of Britvic Shares or A.G. Barr Shares (including under the A.G. Barr Share Schemes) between 3 December 2012 and the Effective Date).
• 3.8. Following the Merger and assuming that each of the Resolutions is passed at the A.G. Barr General Meeting, the maximum amount of A.G. Barr Shares that may be allotted by the Company and which remain unissued will be £8,766,141.40.

• 3.9. As at 3 December 2012, there were outstanding options and awards over a total of 2,445,992 A.G. Barr Shares, representing approximately 2.1 per cent. of the issued share capital of the Company as at that date. Save as set out in this Part XII, no share or loan capital of the Company or any of its subsidiaries is under option or agreed conditionally or unconditionally to be put under option.

• 3.10. Other than the issue of the New A.G. Barr Shares and the issue of A.G. Barr Shares on the exercise of options and awards granted under the A.G. Barr Share Schemes, there is no present intention to issue any shares in the capital of the Company.

• 3.11. The New A.G. Barr Shares will be in registered form and, subject to the provisions of the CREST Regulations, the Directors may permit the holding of A.G. Barr Shares in uncertificated form and title to such shares may be transferred by means of a relevant system (as defined in the CREST Regulations). Where A.G. Barr Shares are held in certificated form, share certificates will be sent to the registered members by first class post. Where A.G. Barr Shares are held in CREST, the relevant CREST stock account of the registered members will be credited.
• 3.12. It is expected that the New A.G. Barr Shares will be issued on 31 January 2013 (conditional upon the implementation of the Merger and Admission of the New A.G. Barr Shares).

4. Memorandum and Articles of Association

The Memorandum no longer sets out the objects of the Company and its objects are unrestricted save to the extent otherwise provided in the Articles.

The Articles, which were adopted pursuant to a special resolution passed at the annual general meeting of the Company held on 24 May 2010, are available for inspection at the addresses specified in paragraph 30 of this Part XII.

The Articles contain provisions, inter alia, to the following effect:

4.1. Voting

4.1.1. Votes on a show of hands

Subject to any special terms as to voting upon which any shares may be issued or may for the time being be held, on a show of hands every Shareholder present in person or by proxy at a general meeting of the Company and every duly authorised corporate representative shall have one vote. If a proxy has been duly appointed by more than one Shareholder entitled to vote on the resolution and the proxy has been instructed by one or more of those Shareholders to vote for the resolution and by one or more other of those Shareholders to vote against it then the proxy shall have one vote for and one vote against the resolution. If a proxy has been duly appointed by more than one Shareholder entitled to vote on the resolution and has been granted both discretionary authority to vote on behalf of one or more of those Shareholders and firm voting instructions on behalf of one or more other Shareholders, the proxy shall not be restricted by the firm voting instructions in casting a second vote in any manner he so chooses under the discretionary authority conferred upon him.

4.1.2. Votes on a poll

Subject to any special terms as to voting upon which any shares may be issued or may for the time being be held, on a poll every Shareholder present in person or by proxy shall have one vote for every share held by him and every person appointed as proxy of a Shareholder shall have one vote for every share in respect of which he is appointed as a proxy provided always that where a Shareholder appoints more than one proxy, this does not authorise the exercise by such proxies taken together of more extensive voting rights than could be exercised by the Shareholder in person and every duly authorised corporate representative may exercise all the powers on behalf of the company which authorised him to act as its representative and shall have one vote for every share in respect of which he is appointed the corporate representative.

4.2. Dividends and return of capital

Subject to the provisions of the Companies Act, the Company may by ordinary resolution from time to time declare dividends in accordance with the respective rights of Shareholders, but no dividend shall exceed the amount recommended by the A.G. Barr Board.

If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution passed at a general meeting of the Company, divide among the Shareholders in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purposes set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of Shareholders as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no Shareholder shall be compelled to accept any shares or other property in respect of which there is a liability.

4.3. Transfer of A.G. Barr Shares

Any Shareholder may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided, in the CREST Regulations and the rules of any relevant system.

Any Shareholder may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the A.G. Barr Board may approve. The instrument of transfer shall be executed by or on behalf of the transferor and (in the case of a partly paid share) the transferee, and the transferor shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect of it. All instruments of transfer, when registered, may be retained by the Company.

The A.G. Barr Board may, in its absolute discretion and without giving any reason for so doing, decline to register any transfer of any share which is not a fully paid share provided that where such a share is a member of a class of share admitted to the Official List of the UK Listing Authority, such discretion may not be exercised in such a way as to prevent dealings in shares of that class from taking place on an open and proper basis.

The A.G. Barr Board may only decline to register a transfer of an uncertificated share in the circumstances set out in the CREST Regulations, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.

The A.G. Barr Board may decline to register any transfer of a certificated share unless:

• (a) the instrument of transfer is left at the registered office of the Company or such other place as the A.G. Barr Board may from time to time determine accompanied (save in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the A.G. Barr Board may reasonably require to show the right of the person executing the instrument of transfer to make the transfer;
• (b) (if stamp duty is generally chargeable on transfers of certificated shares) the instrument of transfer is duly stamped or adjudged or certified as not chargeable to stamp duty;
• (c) the instrument of transfer is in respect of only one class of share; and
• (d) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.

4.4. Restrictions on A.G. Barr Shares

Where the holder of any shares in the Company, or any other person appearing to be interested in those shares, fails to comply within the relevant period (as defined below) with any notice under section 793 of the Companies Act in respect of those shares (in this paragraph, a "statutory notice"), the Company may give the holder of those shares a further notice (in this paragraph, a "restriction notice") to the effect that from the service of the restriction notice those shares shall be subject to some or all of the relevant restrictions (as defined below), and from service of the restriction notice those shares shall be subject to those relevant restrictions accordingly.

If after the service of a restriction notice in respect of any shares the A.G. Barr Board is satisfied that all information required by any statutory notice relating to those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the Company shall, within seven days, cancel the restriction notice. The Company may at any time at its discretion cancel any restriction notice or exclude any shares from it. A restriction notice shall automatically cease to have effect in respect of any shares transferred where the transfer is pursuant to an arm's length sale (as defined in the Articles) of those shares.

Any new shares in the Company issued in respect of any shares subject to a restriction notice shall also be subject to the restriction notice, and the A.G. Barr Board may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued.

The relevant period referred to above is the period of 14 days following service of a statutory notice.

The relevant restrictions referred to above are, in the case of a restriction notice served on a person having an interest in shares in the Company which comprise in total at least 0.25 per cent. in number or nominal value of the shares of the Company (calculated exclusive of any treasury shares), or of any class of such shares, that:

• (a) the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the Company or at any separate general meeting of the holders of any class of shares in the Company or to exercise any other right conferred by membership in relation to attending general meetings and voting;
• (b) the A.G. Barr Board may withhold payment of all or any part of any dividends (including shares issued in lieu of dividends) payable in respect of the shares; and
• (c) the A.G. Barr Board may (subject to the requirements of the CREST Regulations) decline to register a transfer of the shares or any of them unless such a transfer is pursuant to an arm's length sale, and in any other case means only the restriction specified in sub-paragraph (a) above.

4.5. Unclaimed dividends

Any dividend unclaimed after a period of 12 years from the date when it was declared or became due for payment shall be forfeited and shall revert to the Company.

4.6. Conditions governing the manner in which annual general meetings and general meetings are called

The A.G. Barr Board shall convene, and the Company shall hold, general meetings as annual general meetings in accordance with the requirements of the Companies Act. The A.G. Barr Board may convene a general meeting other than an annual general meeting whenever it thinks fit.

An annual general meeting shall be convened by not less than twenty-one clear days' notice in writing. Subject to the Companies Act, all other general meetings shall be convened by not less than fourteen clear days' notice in writing. However, a general meeting can be properly convened on a shorter notice period if it is so agreed by: (a) in the case of an annual general meeting, by all the Shareholders entitled to attend and vote at the meeting; and (b) in the case of any other meeting, by a majority in number of the Shareholders having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent. in nominal value of the shares giving the right.

Notice of every general meeting shall be given to all Shareholders other than any who, under the terms of the Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company. Notice of every general meeting must also be given to the Company's auditors.

Before a general meeting carries out business, there must be a quorum present. Unless the Articles state otherwise in relation to a particular situation, a quorum for all purposes is two Shareholders present in person or by proxy and entitled to vote.

4.7. Notices to Shareholders

Any notice or document (including a share certificate) may be served on or delivered to any Shareholder by the Company either personally or by sending it through the post addressed to the Shareholder at his registered address or by leaving it at that address addressed to the Shareholder or by means of a computer based system and procedures which enable title to shares to be evidenced and transferred without a written instrument (in this paragraph, a "relevant system") or, where appropriate, by sending it in electronic form to an address for the time being notified by the Shareholder concerned to the Company for that purpose, or by publication on a website in accordance with the Companies Act or by any other means authorised in writing by the Shareholder concerned. In the case of joint holders of a share, service or delivery of any notice or document on or to one of the joint holders shall for all purposes be deemed a sufficient service on or delivery to all the joint holders.

4.8. Variation of rights attaching to shares

Subject to the provisions of the Companies Act, all or any of the rights for the time being attached to any class of shares for the time being issued may from time to time (whether or not the Company is being wound up) be varied either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares.

4.9. Directors

Unless otherwise determined by ordinary resolution of the Company, the number of Directors (disregarding alternate directors) shall not be less than two and there shall be no maximum.

Each Director shall retire from office at the third annual general meeting after the annual general meeting at which he was elected or re-elected (as the case may be).

The Company may by ordinary resolution appoint any person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing A.G. Barr Board. Without prejudice to this power the A.G. Barr Board may appoint any person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing A.G. Barr Board.

Only the following people can be elected as Directors at a general meeting:

• (a) a Director who is retiring at the annual general meeting;
• (b) a person who is recommended by the A.G. Barr Board; or
• (c) a person who has been proposed for election or re-election by way of notice signed by a Shareholder qualified to vote at the meeting (not being the person to be proposed) and also signed by the person to be proposed indicating his willingness to be appointed or reappointed.

In addition to any powers of removal conferred by the Companies Act, the Company may by special resolution remove any Director before the expiration of his period of office and may, by ordinary resolution, elect another person who is willing to act in his place.

The Directors shall be paid, out of the funds of the Company by way of fees for their services as directors, such sums (if any) and such other benefits in kind as the A.G. Barr Board may from time to time determine and such remuneration shall be divided between the Directors as the A.G. Barr Board shall agree or, failing agreement, equally. Such remuneration shall be deemed to accrue from day to day.

Any Director who is appointed to any executive office or who performs services which in the opinion of the A.G. Barr Board or any committee authorised by the A.G. Barr Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the A.G. Barr Board or any committee authorised by the A.G. Barr Board may in its discretion decide.

The A.G. Barr Board or any committee authorised by the A.G. Barr Board may exercise all the powers of the Company to provide benefits, either by the payment of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing or not, for any Director or former director or the relations, connections or dependants of any Director or former director provided that no benefits may be granted to or in respect of a Director or former director who has not been employed by, or held an executive office or place of profit under, the Company or any body corporate which is or has been its subsidiary undertaking or any predecessor in business of the Company or any such body corporate without the approval of an ordinary resolution of the Company.

A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the A.G. Barr Board in respect of any actual or proposed transaction or arrangement with the Company in which he has an interest which (taken together with any interest of any person connected with him) is to his knowledge an interest of which he is aware, or ought reasonably to be aware, does conflict, or can reasonably be regarded as likely to give rise to a conflict, with the interests of the Company and, if he shall do so, his vote shall not be counted, but this prohibition shall not apply to any resolution where that material interest arises only from one or more of the following matters:

• (a) the giving to him of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;

• (b) the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

• (c) where the Company or any of its subsidiary undertakings is offering securities in which offer the Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the Director is to participate;

• (d) any contract in which he is interested by virtue of his interest in shares or debentures or other securities of the Company or by reason of any other interest in or through the Company;
• (e) any contract concerning any other company (not being a company in which the Director owns one per cent. or more) in which he is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever;
• (f) any contract concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors and employees of the Company or of any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates;
• (g) any contract for the benefit of the employees of the Company or of any of its subsidiary undertakings under which he benefits in a similar manner to the employees and which does not accord to any Director as such any privilege or advantage not accorded to the employees to whom the contract relates; and
• (h) any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any Director or Directors or for, or for the benefit of, persons who include Directors.

If any question arises at any meeting of the A.G. Barr Board as to whether the interest of a Director gives rise to a conflict, or could reasonably be regarded as likely to give rise to a conflict, with the interests of the Company or as to the entitlement of any Director to vote or be counted in the quorum and the question is not resolved by him voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be decided by a resolution of the A.G. Barr Board (for which purpose the Director in question shall not be counted in the quorum and provided that the resolution was agreed to without the Director in question voting or would have been agreed if their votes had been counted) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the Director (so far as is known to him) has not been fairly disclosed to the A.G. Barr Board.

A Director who is in any way, whether directly or indirectly, interested in an actual or proposed transaction or arrangement with the Company shall declare the nature and extent of his interest at the meeting of the A.G. Barr Board at which the question of entering into the contract is first taken into consideration, if he knows his interest then exists, or in any other case at the first meeting of the A.G. Barr Board after he knows that he is or has become so interested. A general notice to the A.G. Barr Board by a Director to the effect that: (a) he is a member of a specified company or firm and is to be regarded as interested in any contract which may after the date of the notice be made with that company or firm; or (b) he is to be regarded as interested in any contract which may after the date of the notice be made with a specified person who is connected with him, shall be deemed to be a sufficient declaration of interest in relation to any such contract, provided that no such notice shall be effective unless either it is given at a meeting of the A.G. Barr Board or the Director takes reasonable steps to secure that it is brought up and read at the next A.G. Barr Board meeting after it is given.

4.10. Borrowings powers

The A.G. Barr Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

The A.G. Barr Board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings so as to secure (but as regards subsidiary undertakings only in so far as by the exercise of the rights or powers of control the A.G. Barr Board can secure) that the aggregate principal amount from time to time outstanding of all borrowings by the A.G. Barr Group (exclusive of borrowings owing by one member of the A.G. Barr Group to another member of the A.G. Barr Group) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to two times the aggregate from time to time of:

• (a) the amount paid up on the issued share capital of the Company; and
• (b) the amount standing to the credit of the reserves (including any share premium account, capital redemption reserve, merger reserve and special reserve arising through the reduction or cancellation of share premium account) and any credit balance on the profit and loss account,

all as shown by the then latest audited consolidated balance sheet of the Company but after:

• (i) deducting from the aggregate any debit balance on the profit and loss account subsisting at the date of that audited consolidated balance sheet except to the extent that a deduction has already been made;
• (ii) excluding the effect on the reserves of the Company of any pension scheme surplus or deficit which would otherwise be reflected in accordance with any applicable accounting standard;
• (iii) making any other adjustments (if any) that the Directors may consider appropriate; and
• (iv) making such adjustments as may be deemed appropriate by the Company's auditors to reflect any variation in the amount of the paid up share capital, share premium account, capital redemption reserve, merger reserve or special reserve arising through the reduction or cancellation of share premium account since the date of the audited consolidated balance sheet.

Pursuant to the Resolutions, it is proposed that the Company be permitted to borrow up to an aggregate amount of £1,250,000,000 and that the New A.G. Barr Articles be adopted.

5. A.G. Barr and Britvic employees

The table below sets out (i) the average monthly number of people (full-time equivalents) employed by the A.G. Barr Group in each of its last three financial years; and (ii) the number of people (full-time equivalents) employed by the A.G. Barr Group as at 28 July 2012 (including executive Directors):

		Financial year ended
	30 January 2010	29 January 2011	28 January 2012	28 July 2012
Category
Production and distribution	758	824	783	792
Administration	189	192	189	181
Total	947	1,016	972	973
Geographical breakdown
UK	947	1,016	972	973
Rest of the world	Nil	Nil	Nil	Nil
Total	947	1,016	972	973

The table below sets out the average monthly number of people (full-time equivalents) employed by the Britvic Group in each of its last four financial years (including executive Directors):

	Financial year ended
	27 September 2009	3 October 2010	2 October 2011	30 September 2012
Category
Distribution	525	395	407	370
Production	1,107	1,244	1,516	1,465
Sales and marketing	899	983	1,114	1,038
Administration	505	435	495	464
Total	3,036	3,057	3,532	3,337
Geographical breakdown
UK	2,160	2,171	2,321	2,192
Ireland	876	729	641	524
France	–	157	570	612
Rest of the world	–	–	–	9
Total	3,036	3,057	3,532	3,337

6. Directors, Proposed Directors and Senior Managers

6.1. The names of the Directors, the Proposed Directors and the Senior Managers, together with details of their functions in A.G. Barr or Britvic (as appropriate) and, following the Merger, the Combined Group, and brief biographies are set out in Part IV: "Directors, Proposed Directors, Senior Managers and Corporate Governance". The business address of each Director and, following the Merger becoming Effective, each Proposed Director and Senior Manager is Westfield House, 4 Mollins Road, Cumbernauld G68 9HD.

6.2. In addition to the Directors', the Proposed Directors' and the Senior Managers' directorships of A.G. Barr Group and Britvic Group companies, the Directors, the Proposed Directors and the Senior Managers are, or have been, in the five years preceding the date of this document, members of the administrative, management or supervisory bodies of the following companies, or a partner of the following partnerships:

Name	Current appointments	Previous appointments
Ronald Hanna(1)	Albemarle Leisure LLP	Cuthill LLP
	Albemarle (Shoreham) LLP	Dumbarton and Edinburgh Properties LLP
	Apremont Limited	G.I.T. Securities Limited
	Bowleven plc	QMU Enterprises Limited
	Dumbarton Property and Trading Company Limited	Queen Margaret University, Edinburgh
	Peatallan plc
	R&A Group Services Limited
	R&A Rules Limited
	R&A Trust Company (No.1) Limited
	R&A Trust Company (No.2) Limited
	The R&A Foundation
	Troy Income & Growth Trust plc
Roger White(1)	The British Soft Drinks Association	None
Alex Short(2)	None	Alexander MacGregor & Co Limited (Guernsey)
		Balvenie Farms Limited
		Bellshill Lark (Number 3) Limited
		Bellshill Lark (Number 5) Limited
		Bellshill Lark (Number 6) Limited
		Bellshill Lark (Number 7) Limited
		Bellshill Lark (Number 9) Limited
		Bellshill Lark (Number 11) Limited
		Channel Islands Cream Liqueurs Limited (Guernsey)
		Highland Distillers Group Limited

Light Spirit Company Limited (The)

Tequila Milagro SA de CV (Mexico)

The 1887 Company Limited

The Balvenie Distillery Company Limited

		Company Limited
		The Scotch Whisky Association
		William Grant & Sons Distillers Limited
		William Grant & Sons Enterprises Limited
		William Grant & Sons Exports Limited (Guernsey)
		William Grant & Sons Holdings Limited
		William Grant & Sons International Limited
		William Grant & Sons Investments Limited
		William Grant & Sons Limited
		William Grant & Sons Management Limited
Jonathan Kemp(2)	None	None
Andrew Memmott(2)	None	None
Robin Barr(1)	British Soft Drinks Industry Foundation	The Brands Group Limited
Martin Griffiths(1)	East Midlands Trains Limited	Metrolink RATP Dev Limited
	Megacity Limited	National Transport Tokens Limited
	Randotte (No.510) Limited	Nicecon Limited
	Robert Walters plc	South Eastern Railways Limited
	Scottish Citylink Coaches Limited	Stagecoach APS Trustee Limited
	South Yorkshire Supertram Limited	Stagecoach ESOP Trustee Limited
	South Yorkshire Supertram Operating Company Limited	Stagecoach Thameside Trains Limited
	Stagecoach Aviation Europe Limited	Troy Income & Growth Trust plc
	Stagecoach Bus Holdings Limited
	Stagecoach Europe Limited
	Stagecoach Great Western Trains Limited
	Stagecoach Group plc
	Stagecoach Holdings Limited
	Stagecoach Rail Holdings Limited
	Stagecoach Rail Limited
	Stagecoach South Western Trains Limited
	Stagecoach Supertram Maintenance Ltd.
	Stagecoach Thameslink Trains Limited
	Stagecoach Transport Holdings Limited
	The Integrated Transport Company Limited
	Virgin Rail Group Holdings Limited

The Glenfiddich Distillery

John Nicolson(3)	Cerveceria CCU Chile Ltda. (Chile)	Baltic Beverages Holding AB
	Cerveceria Costa Rica SA	Baltika Brewery OAO (Russia)
	Cervejarías Kaiser SA (Brazil)	Baru SA (Panama)
	Compañía Cervecerías Unidas, S.A. (Chile)	Oy Hartwall AB (Finland)
	Compañía Prsquera de Chile S.A. (Chile)	Scottish & Newcastle International Limited
	Heineken Americas Inc. (USA)	Scottish & Newcastle Limited
	Heineken Canada Inc. (Canada)	United Breweries Ltd (India)
	Heineken UK Inc. (Canada)	Yarpivo Brewery OAO (Russia)
	Inversiones Y Rentas SA (Chile)
Gerald Corbett(1)	Betfair Group plc	SSL International plc
	Holtsmere End Farm Limited	The High Sheriffs' Association of England and Wales
	Moneysupermarket.com Group plc	Greencore Group plc
	Numis Corporation plc
	The Royal National Institute for Deaf People
	Towry Holdings Limited
John Gibney(1)	None	None
Joanne Averiss(1)	Copella Fruit Juices Limited	Frito-Lay Foods Limited
	Froooties Limited	Frito-Lay Holdings Limited
	Gatorade Limited	Quaker Cereals Limited
	PepsiCo Foods and Beverages International Limited	Quaker Old Trading Limited Quaker Products Limited
	PepsiCo Holdings	Walkers (Nominees) Limited
	PepsiCo International Limited
	PepsiCo Property Management Limited
	PepsiCo UK Pension Trust Limited
	Pepsi-Cola East Africa Limited
	Pepsi-Cola U.K. Limited
	Pete & Johnny Limited
	Planters U.K. Limited
	Quaker Foods
	Quaker Holdings (UK) Limited
	Quaker Oats. Limited
	Quaker Trading Limited
	Seven-up Europe Limited
	Smiths Crisps Limited
	Tropicana United Kingdom Limited
	Vitamin Brands Ltd
	Walkers Crisps Limited
	Walkers Group Limited
	Walkers Snacks Limited
	Walkers Snacks (Distribution) Limited
	Walkers Snack Foods Limited
	Walkers Snack Services Limited
	Wotsits Brands Limited

Bob Ivell(1)	David Lloyd Leisure Group Limited	Regent Inns plc
	Mitchells & Butlers PLC
	Next Generation Clubs Limited
Ben Gordon(1)	None	Chelsea Stores Holdings Limited
		Mothercare Group Foundation
		Mothercare PLC
		Mothercare UK Limited
Alan Beaney	None	None
Doug Frost	Laura Frost Associates Ltd	Chiltern Court Residents Association Ltd
Martin Rose	None	None
Simon Stewart	None	None

Notes:

• (1) Will be a member of the Combined Group Board with effect from the Effective Date.
• (2) Resigning from the A.G. Barr Board with effect from the Effective Date.
• (3) John Nicolson will join the A.G. Barr Board on 1 January 2013.
• (4) Will be a senior manager of the Combined Group with effect from the Effective Date.
• 6.3. Save as disclosed in paragraph 6.2 above, none of the Directors, the Proposed Directors or the Senior Managers has:
• 6.3.1. been a member of any administrative, management or supervisory body, or a partner of, any company or partnership at any time during the five years preceding the date of this document;
• 6.3.2. had any convictions in relation to fraudulent offences in the five years preceding the date of this document;
• 6.3.3. been associated with any bankruptcies, receiverships or liquidations when acting in the capacity of a member of the administrative, management or supervisory body or as a senior manager of any company and/or partnership in the five years preceding the date of this document; or
• 6.3.4. been the subject of any official public incrimination and/or sanctions by any statutory or regulatory authority (including designated professional bodies) and has not been disqualified by a court from acting as a member of the administrative, management or supervisory body of an issuer or from acting in the management or conduct of the affairs of any issuer in the five years preceding the date of this document (for this purpose, "issuer" has the meaning ascribed to it by Appendix I to the Prospectus Rules).
• 6.4. Save as disclosed in this Part XII, none of the Directors, the Proposed Directors or the Senior Managers has any potential conflicts of interest between their duties to the Company or Britvic (as the case may be) and their private interests or other duties nor has any business interests, or performs any activities, outside A.G. Barr or Britvic (as the case may be) which are significant with respect to A.G. Barr or Britvic (as the case may be).
• 6.5 Joanne Averiss is a director of a number of PepsiCo, Inc. subsidiaries, details of which are set out in paragraph 6.2 above. Joanne is also an employee of the Pepsi Group. Joanne was appointed as a non-executive director of Britvic on 18 November 2005 and is the Pepsi Group nominee director. It is proposed that Joanne will be appointed as a non-executive director of the Combined Entity if the Merger becomes Effective, whereupon she will be required to act in the best interests of the Combined Entity notwithstanding her directorships of such PepsiCo, Inc. subsidiaries.
• 6.6 There are no family relationships between any of the Directors, the Proposed Directors or the Senior Managers.

7. Interests in the issued share capital of the Company of the Directors, Proposed Directors and Senior Managers

7.1. As at the close of business on 3 December 2012, the interests (all of which are beneficial unless otherwise stated) of the Directors, the Proposed Directors and the Senior Managers in the issued share capital of the Company and (so far as is known or could with reasonable diligence be ascertained by the relevant Director, Proposed Director or Senior Manager) interests in the issued share capital of the Company of a person connected with a Director, Proposed Director or Senior Manager, and their interests expected to be held immediately following completion of the Merger, are as follows:

Number of A.G. Barr Shares held as at 3 December 2012	Percentage of issued share capital as at 3 December 2012	Number of A.G. Barr Shares held immediately following completion of the Merger(1)	Percentage of Combined Entity Ordinary Share Capital(1)
150,000	0.13%	150,000	0.05%
349,343	0.30%	349,343	0.11%
56,992	0.05%	56,992	0.02%
135,396	0.12%	135,396	0.04%
83,484	0.07%	83,484	0.03%
7,516,326	6.44%	7,516,326	2.36%
5,400	0.005%	5,400	0.002%
Nil	Nil	Nil	Nil
Nil	Nil	304,794	0.10%
Nil	Nil	84,615	0.03%
Nil	Nil	11,992	0.004%
Nil	Nil	8,870	0.003%
Nil	Nil	9,297	0.003%
Nil	Nil	181,132	0.06%
Nil	Nil	155,997	0.05%
Nil	Nil	144,397	0.05%
Nil	Nil	35,064	0.01%

Notes:

• (1) Figures are calculated assuming that (i) the interests of the Directors, Proposed Directors, Senior Managers, their immediate families and connected persons in the issued share capital of the Company and/or Britvic as at the close of business on 3 December 2012 do not change prior to the Effective Date; (ii) 202,000,000 New A.G. Barr Shares are issued in connection with the Merger (being the maximum number of New A.G. Barr Shares available for issue in connection with the Merger) and (iii) there are no other issues of A.G. Barr Shares (including under the A.G. Barr Share Schemes) between 3 December 2012 and the Effective Date. No account has been taken of outstanding options or awards over A.G. Barr Shares or Britvic Shares held by the Directors, Proposed Directors, Senior Managers, their immediate families or connected persons.
• (2) Will be a member of the Combined Group Board with effect from the Effective Date.
• (3) Of these A.G. Barr Shares, 325,944 (representing 0.28 per cent. of the issued share capital of A.G. Barr) are held by Carol White, Roger White's wife.
• (4) Of these A.G. Barr Shares, 52,311 (representing 0.04 per cent. of the issued share capital of A.G. Barr) are held by Ellen Short, Alex Short's wife.
• (5) In addition to those A.G. Barr Shares beneficially held, Alex Short, in his capacity as a director of Robert Barr Limited (a wholly owned subsidiary of A.G. Barr which acts as the trustee of certain A.G. Barr share benefit plans) has a non-beneficial interest in 1,445,465 A.G. Barr Shares (representing 1.24 per cent. of the issued share capital of A.G. Barr).
• (6) Alex Short, Jonathan Kemp and Andrew Memmott will step down from the A.G. Barr Board with effect from the Effective Date.
• (7) Of these A.G. Barr Shares, 125,616 (representing 0.11 per cent. of the issued share capital of A.G. Barr) are held by Melanie Kemp, Jonathan Kemp's wife.
• (8) Of these A.G. Barr Shares, 66,606 (representing 0.06 per cent. of the issued share capital of A.G. Barr) are held by Susan Memmott, Andrew Memmott's wife.
• (9) Of these A.G. Barr Shares, 1,482,450 (representing 1.27 per cent. of the issued share capital of A.G. Barr) are held by Heather Barr, Robin Barr's wife.
• (10) John Nicolson will join the A.G. Barr Board on 1 January 2013.
• (11) No account has been taken of the outstanding options and awards over Britvic Shares held by John Gibney (in aggregate, 1,540,706 options and awards), Alan Beaney (in aggregate, 908,905 options and awards), Doug Frost (in aggregate, 990,939 options and awards), Martin Rose (in aggregate, 906,776 options and awards) and Simon Stewart (in aggregate, 609,540 options and awards).
• (12) These A.G. Barr Shares will be held beneficially by Virginia Corbett, Gerald Corbett's wife.
• (13) Will be a senior manager of the Combined Group with effect from the Effective Date.
• (14) Of these A.G. Barr Shares, 172,161 (representing 0.05 per cent. of the Combined Entity Ordinary Share Capital) will be held by Susan Beaney, Alan Beaney's wife.
• (15) Of these A.G. Barr Shares, 147,026 (representing 0.05 per cent. of the Combined Entity Ordinary Share Capital) will be held by Laura Frost, Doug Frost's wife.
• (16) Of these A.G. Barr Shares, 124,234 (representing 0.04 per cent. of the Combined Entity Ordinary Share Capital) will be held by Yvonne Rose, Martin Rose's wife.
• 7.2. Taken together, the combined percentage interest of the Directors, Proposed Directors, Senior Managers, their immediate families and connected persons (i) in the issued ordinary share capital of A.G. Barr as at 3 December 2012 was approximately 7.1 per cent. and (ii) following the Merger becoming Effective (and on the assumptions referred to in note 1 in paragraph 7.1 above), will be approximately 2.9 per cent. of the Combined Entity Ordinary Share Capital.

7.3. Save as disclosed in paragraphs 7.1 and 8.1 of this Part XII, none of the Directors, Proposed Directors or Senior Managers, nor their immediate families or connected persons has any interest (beneficial or non-beneficial) in the share capital of the Company.

8. Directors' options and awards

8.1. The table below sets out the options and awards that have been granted to the Directors over A.G. Barr Shares as at the close of business on 3 December 2012:

Director	Number of A.G. Barr Shares under option/ subject to award	Plan	Date of grant/ award	Vesting date/exercise period	Share price on date of award (£)(1)	Exercise price (£)(2)
Roger White(3)	104,685	A.G. Barr Long Term Incentive Plan	2 April 2010	30 April 2013	3.25	N/a
	78,705	A.G. Barr Long Term Incentive Plan	26 April 2011	30 April 2014	4.45	N/a
	98,172	A.G. Barr Long Term Incentive Plan	4 April 2012	30 April 2015	3.93	N/a
	4,113	A.G. Barr Savings Related Share Option Scheme		1 October 2015 to 1 April 2016	N/a	2.54
Alex Short(4)	65,427	A.G. Barr Long Term Incentive Plan	2 April 2010	30 April 2013	3.25	N/a
	49,191	A.G. Barr Long Term Incentive Plan	26 April 2011	30 April 2014	4.45	N/a
	59,973	A.G. Barr Long Term Incentive Plan	4 April 2012	30 April 2015	3.93	N/a
	2,937	A.G. Barr Savings Related Share Option Scheme		1 October 2015 to 1 April 2016	N/a	2.54
Jonathan Kemp(4)	58,884	A.G. Barr Long Term Incentive Plan	2 April 2010	30 April 2013	3.25	N/a
	44,271	A.G. Barr Long Term Incentive Plan	26 April 2011	30 April 2014	4.45	N/a
	52,332	A.G. Barr Long Term Incentive Plan	4 April 2012	30 April 2015	3.93	N/a
	4,896	A.G. Barr Savings Related Share Ownership Plan		1 October 2015 to 1 April 2016	N/a	2.54
Andrew Memmott(4)	51,252	A.G. Barr Long Term Incentive Plan	2 April 2010	30 April 2013	3.25	N/a
	39,654	A.G. Barr Long Term Incentive Plan	26 April 2011	30 April 2014	4.45	N/a
	46,857	A.G. Barr Long Term Incentive Plan	4 April 2012	30 April 2015	3.93	N/a
	4,113	A.G. Barr Savings Related Share Option Scheme		1 October 2015 to 1 April 2016	N/a	2.54

Notes:

(1) The share price of any award granted prior to 28 May 2012 has been restated to take into account the share subdivision which became effective on 28 May 2012 pursuant to a resolution passed at the 2012 A.G. Barr AGM.

(2) The exercise price of any option granted prior to 28 May 2012 has been restated to take into account the share subdivision which became effective on 28 May 2012 pursuant to a resolution passed at the 2012 A.G. Barr AGM.

• (3) Following the Merger becoming Effective, Roger White will be the Chief Executive Officer of the Combined Group.
• (4) Alex Short, Jonathan Kemp and Andrew Memmott will step down from the A.G. Barr Board with effect from the Effective Date.
• 8.2. Further details of the above A.G. Barr Share Schemes are set out in paragraph 11 of this Part XII.

9. Directors' and Proposed Directors' service contracts, terms of appointment and other details

9.1. Remuneration of the Directors during the financial year ended 28 January 2012

The following table shows the amount of remuneration paid and benefits in kind granted to the Directors by A.G. Barr during the financial year ended 28 January 2012. None of the Proposed Directors or Senior Managers received any remuneration or benefits in kind from A.G. Barr during the financial year ended 28 January 2012.

Director	Basic salary and fees £'000	Salary sacrifice(1) £'000	Net salary and fees £'000	Benefits in kind(2) £'000	Annual cash bonus £'000	Total £'000
Executive Directors
Roger White	322	(6)	316	47	161	524
Alex Short(3)	218	(13)	205	27	102	334
Jonathan Kemp(3)	196	(12)	184	19	91	294
Andrew Memmott(3)	175	(10)	165	21	81	267
Non-executive Directors
Ronald Hanna	111	–	111	–	–	111
Robin Barr	39	–	39	–	–	39
Martin Griffiths	39	–	39	–	–	39
Total	1,100	(41)	1,059	114	435	1,608

Notes:

• (1) Participants in the salary sacrifice arrangement no longer make contributions to the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme but receive a lower taxable salary. Roger White left this arrangement on 5 April 2011 when he ceased his accrual under the A.G. Barr Group's defined pension scheme.
• (2) Benefits in kind include the provision of a company car and fuel.
• (3) Alex Short, Jonathan Kemp and Andrew Memmott will retire from the A.G. Barr Board with effect from the Effective Date.

9.2. Pension entitlements of Directors

9.2.1. The pension entitlements accruing during the financial year ended 28 January 2012 for those Directors who are members of the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme are as follows(1):

	Increase in accrued pension during the year net of inflation £000	Total accrued pension entitlement at 28 January 2012 £000 per annum(2)	Transfer value of net increase in year, net of member contributions £000	Value of accrued pension entitlement at 29 January 2011 £000	Value of accrued pension entitlement at 28 January 2012 £000	Total change in value during year, net of member contributions £000
Roger White(3)	(1)	63	N/a	717	1,021	304
Andrew Memmott(4)	1	39	22	513	812	299

Notes:

• (1) During the year ended 28 January 2012, Robin Barr was in receipt of a pension from the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme. However, there were no increases applied to his benefit other than those that apply to other members of the scheme.
• (2) The accrued pension entitlement is the amount that the Director would receive if he retired at the year end.
• (3) Roger White ceased his accrual under the defined benefit plan on 5 April 2011.
• (4) Andrew Memmott ceased his accrual under the defined benefit plan on 1 March 2008. His accrued benefits retain a link to his final pensionable salary.
• 9.2.2. The Company paid contributions to the defined contribution section of the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme during the financial year ended 28 January 2012 in respect of the following Directors:

	£
Jonathan Kemp	39,000
Andrew Memmott	46,000
Alex Short	50,000

9.3. Executive Directors' service contracts

Each of the executive Directors has a service contract with the Company. The principal terms of the executive Directors' service contracts are summarised below:

Name	Position	Date of contract	Date of commencement of employment	Notice period(1)	Basic annual salary (£)(2)
Roger White	Chief Executive	21 June 2002	30 September 2002	6 months by the Director. 12 months by the Company(3)(4)	385,000(5)
Alex Short(6)	Finance Director	23 January 2008	28 May 2008	6 months by the Director. 12 months by the Company(3)	235,500
Jonathan Kemp(6)	Commercial Director	15 October 2003	10 November 2003	6 months by the Director. 12 months by the Company(3)	205,500
Andrew Memmott(6)	Operations Director	23 January 2008	June 1990	6 months by the Director. 12 months by the Company(3)	184,000

Notes:

(1) None of the executive Directors' service contracts is for a fixed term.

(2) The executive Directors are entitled to participate in other benefit (including bonus, pension and company car) arrangements which the Board approves from time to time for its senior management.

(3) During the six months following a takeover of or by the Company or a reconstruction of the Company, on termination of his appointment the Director is entitled, in certain circumstances, to a payment comprising any entitlement to notice pay or pay in lieu of notice and a further sum, as liquidated damages, such that the total amount payable to him is equivalent to his basic salary at the date of termination plus the value of all contractual benefits for a two year period.

(4) Under the terms of his service contract, Roger White is entitled to have his deferred pension under the A.G. BARR p.l.c (2008) Pension and Life Assurance Scheme inflation proofed until, and to continue to have provided to him all of the life assurance benefits under the scheme until, his normal retirement date notwithstanding the date of termination of his employment with the Company (unless termination is a result of his resignation or gross industrial misconduct).

(5) If the Merger becomes Effective, Roger White's basic annual salary will increase to £530,000, he will be entitled to participate in a short term bonus arrangement based on budgeted profit which may deliver a maximum cash bonus equal to 125% of his basic salary, and he will cease to be entitled to receive a liquidated damages payment upon the termination of his employment in certain circumstances as referred to in note 3 above, all with effect from the Effective Date.

(6) Alex Short, Jonathan Kemp and Andrew Memmott will step down from the A.G. Barr Board with effect from the Effective Date.

9.4. Non-executive Directors' letters of appointment

The non-executive Directors are engaged on a contract for services and not a contract of employment. They are appointed for an initial period of three years, subject to re-election by the A.G. Barr Shareholders in accordance with the Corporate Governance Code. It is the Company's current policy that non-executive Directors may serve a maximum of three consecutive three-year terms. Thereafter, they are reappointed annually.

The terms of the non-executive Directors' letters of appointment are summarised below:

Name	Position	Commencement date	Notice period (months)(1)	Basic annual fees (£)
Ronald Hanna	Non-executive Chairman	26 May 2009	Three	120,000(2)
Robin Barr(3)	Non-executive Director	26 May 2009	Three	42,560(4)
Martin Griffiths	Non-executive Director	1 September 2010	Three	42,560(4)

Notes:

(1) Under the Articles, all Directors must retire by rotation and seek re-election by Shareholders every three years. However, in accordance with the Corporate Governance Code, the Directors are expected to retire and submit themselves for re-election annually. Non-executive Directors are not entitled to compensation on termination of their appointment.

(2) If the Merger becomes Effective, Ronald Hanna's basic annual fee will decrease to £115,000.

(3) Robin Barr was previously an executive Director and Chairman of the Company. He retired as Chairman and became a non-executive Director on 26 May 2009.

(4) If the Merger becomes Effective, each of Robin Barr's and Martin Griffiths' basic annual fee will increase to £50,000 and Martin Griffiths will receive an additional fee of £8,000 per annum as chairman of the Audit Committee.

9.5. Indemnity provisions

Directors' third party indemnity provisions are in force between the Company and each of its Directors under which the Company has agreed to indemnify each Director, to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out their role as a Director. The Directors are also indemnified against the costs of defending any criminal or civil proceedings or any claim in relation to the Company or brought by a regulator as they are incurred provided that where the defence is unsuccessful the Director must repay those defence costs to the Company. The Company's total liability under each indemnity is limited to £5.0 million for each event giving rise to a claim under that indemnity. The indemnities are qualifying third party indemnity provisions for the purposes of the Companies Act.

9.6 Proposed Directors' terms of appointment

If the Merger becomes Effective, the Proposed Directors will be appointed to the Combined Group Board with effect from the Effective Date, save that John Nicolson will become a director of A.G. Barr on 1 January 2013. The principal terms of the Proposed Directors' proposed service contracts and letters of appointment with the Company are summarised below:

Name	Position in the Combined Entity	Notice period(1)(2) (months)	Basic annual salary/annual fees(3) (£)
Proposed executive Director
John Gibney	Chief Financial Officer	Twelve(4)	£345,000(5)
Proposed non-executive Directors(6)
Gerald Corbett	Non-executive Chairman	Twelve	£230,000
Joanne Averiss	Non-executive Director	Three	£ 50,000
Bob Ivell	Independent non-executive Director	Three	£ 50,000
Ben Gordon	Independent non-executive Director	Three	£ 50,000
John Nicolson	Independent non-executive Director	Three	£ 50,000

Notes:

(1) Under the Articles, all Directors must retire by rotation and seek re-election by Shareholders every three years. However, in accordance with the Corporate Governance Code, the Proposed Directors are expected to retire and submit themselves for re-election annually.

(2) By both parties (unless otherwise stated).

(3) Total fees will vary due to different roles and committees on which the various Proposed Directors sit. Gerald Corbett and Bob Ivell will receive an additional fee of £8,000 per annum each as chairman of the Nomination Committee and Remuneration Committee respectively.

(4) John Gibney will only be required to give the Company six months' notice of termination.

(5) John Gibney will be entitled to participate in a short term bonus arrangement based on budgeted profit which may deliver a maximum cash bonus equal to 125% of his basic salary. He will also be entitled to continue to participate in the pension arrangements put in place by Britvic on the same terms as apply currently and in the enhanced early retirement facility.

(6) Proposed non-executive Directors will not be entitled to compensation on termination of their appointment.

10. Britvic Share Schemes

10.1 General

Britvic currently has three share schemes in place:

• 10.1.1 the Britvic Executive Share Option Plan;
• 10.1.2 the Britvic Performance Share Plan; and

10.1.3 the Britvic Share Incentive Plan.

Summary details of these schemes are set out below.

If the Merger becomes Effective then no further options or awards will be granted under the Britvic Share Schemes after the Effective Date. Instead, it is intended that qualifying Britvic employees will be eligible to participate under certain A.G. Barr Share Schemes and the New LTIP as discussed in this paragraph 10 and paragraph 11 below.

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. Any Britvic Shares issued or transferred after the Effective Date on exercise of options will be acquired by A.G. Barr on the same terms as Britvic Shares are to be acquired by A.G. Barr from Britvic Shareholders under the Scheme.

10.2 Britvic Executive Share Option Plan

Senior managers of the Britvic Group are eligible to participate in the Britvic Executive Share Option Plan at the discretion of the remuneration committee of the Britvic board. Participants are granted options over Britvic Shares at the market price at the date of grant, which are normally exercisable between three and ten years from the date of grant to the extent that the performance conditions attaching to the options have been satisfied. Options granted under the Britvic Executive Share Option Plan have been granted on broadly the same terms as those which are proposed to apply to awards granted under the New LTIP as discussed in paragraph 11 below, save that the individual limit for participants is four times their annual basic salary and clawback does not apply under the Britvic Executive Share Option Plan.

All outstanding options granted under the Britvic Executive Share Option Plan will, to the extent not already exercisable, become exercisable upon the sanction of the Scheme by the Court. The extent to which such options may be exercised will depend upon the extent to which the performance conditions have been satisfied when they become exercisable. It is currently expected that the performance conditions in respect of the outstanding unvested options will not be satisfied and therefore all such options granted under the Britvic Executive Share Option Plan will lapse and will not be capable of exercise upon the sanction of the Scheme by the Court. Options granted under the Britvic Executive Share Option Plan which are already exercisable will continue to be exercisable for six months following the sanction of the Scheme by the Court, after which they will lapse.

The Britvic Executive Share Option Plan will be terminated following the Merger becoming Effective, but without prejudice to options granted under that plan prior to the termination of that plan.

10.3 Britvic Performance Share Plan

Senior managers of the Britvic Group are eligible to participate in the Britvic Performance Share Plan at the discretion of the remuneration committee of the Britvic board. Participants are granted awards of Britvic Shares which normally vest at the end of a three year performance period, to the extent that the performance conditions attaching to the award have been satisfied. Awards granted under the Britvic Performance Share Plan have been granted on broadly the same terms as those which are proposed to apply to awards granted under the New LTIP as discussed in paragraph 11 below, save that the individual limit for participants is twice their annual basic salary and clawback does not apply under the Britvic Performance Share Plan.

All outstanding awards granted under the Britvic Performance Share Plan will, to the extent unvested, vest upon the sanction of the Scheme by the Court. The extent to which such awards vest will depend upon the extent to which the performance conditions have been satisfied when they vest, and the proportion of any performance period which has elapsed since grant. It is currently expected that the performance conditions will not be satisfied and therefore all awards granted under the Britvic Performance Share Plan will lapse and will not be capable of vesting upon the sanction of the Scheme by the Court.

The Britvic Performance Share Plan will be terminated following the Merger becoming Effective.

10.4 Britvic Share Incentive Plan

The Britvic Share Incentive Plan is a HMRC-approved, all-employee share plan under which eligible employees may purchase Britvic Shares using money deducted from their pre-tax salary and be awarded free, partnership and/or matching shares on a tax favourable basis.

Participants in the Britvic Share Incentive Plan will be entitled to direct the trustee of that plan in relation to voting their Britvic Shares at the Britvic Court Meeting and the Britvic General Meeting.

If the Merger becomes Effective, 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 by the plan trustees on the terms of that plan following the Merger becoming Effective.

No further awards will be granted under the Britvic Share Incentive Plan following the Merger becoming Effective and, instead, all GB based employees of the Combined Group will be eligible to participate under the A.G. Barr All-Employee Share Ownership Plan, save that Britvic's existing equivalent arrangements for employees based in Ireland (under which no awards have been granted to date) may, if appropriate, be operated post-Merger using New A.G. Barr Shares.

11. A.G. Barr Share Schemes and the New LTIP

11.1. General

A.G. Barr currently has four share schemes in place:

• 11.1.1. the A.G. Barr Savings Related Share Option Scheme, open to all qualifying employees including executive Directors;
• 11.1.2. the A.G. Barr Long Term Incentive Plan, open to executive Directors;
• 11.1.3. the A.G. Barr All-Employee Share Ownership Plan, available to all employees; and
• 11.1.4. the A.G. Barr Executive Share Option Scheme, open to executive Directors and senior managers.

The principal features of each of these schemes are summarised below.

11.2. A.G. Barr Savings Related Share Option Scheme

11.2.1. General

The A.G. Barr Savings Related Share Option Scheme is an all-employee plan under which eligible employees may be invited to apply for options to acquire A.G. Barr Shares. It is based on a savings contract which has a term of three, five or seven years under which participants may elect to purchase shares at a particular time in the future at a price fixed at the time the contract is taken out or earlier as provided by the scheme rules. The number of shares over which an option is granted is determined by the amount the employee commits to save under their savings contract and any tax-free bonus which may be added to such savings at the time the options are available for exercise. The scheme is approved by HMRC.

11.2.2. Eligibility

All employees and executive Directors of the Company and any other participating company within the A.G. Barr Group may be invited to participate in the A.G. Barr Savings Related Share Option Scheme provided such individuals are UK taxpayers and have been employed by the A.G. Barr Group for a qualifying period which is currently 4 months (prior to the invitation date).

11.2.3. Grant

The A.G. Barr Board may, in its absolute discretion, invite applications in respect of options from all eligible employees at any time during the period of 42 days immediately following the date on which the Company announces its quarterly, half-yearly or final results. The A.G. Barr Board shall determine and specify in any such invitation the proposed exercise price or the date on which the exercise price will be fixed, the maximum aggregate number of A.G. Barr Shares over which options may be granted, the minimum monthly contribution (being £10 per month) and maximum monthly contribution (limited by UK tax legislation to, currently, £250 per employee in aggregate), the possible bonus payable under the relevant savings contract, the maturity date of the savings contract (being the third, fifth or seventh anniversary of the starting date of the relevant savings contract as determined by the A.G. Barr Board, extended by up to six months by reason of any failure to pay a contribution on or before its due date in accordance with the terms designated by the A.G. Barr Board) and the closing date for receipt for such applications. Options are granted to successful applicants by the A.G. Barr Board within 29 days of the invitation date. No option can be granted after 23 May 2015.

If valid applications are received for a total number of A.G. Barr Shares in excess of the limit determined by the A.G. Barr Board (see paragraph 11.2.9 below), the A.G. Barr Board shall scale down applications until the number of A.G. Barr Shares available equals or exceeds such total number of A.G. Barr Shares applied for.

11.2.4. Performance conditions

No performance conditions require to be met by any participant in order to exercise their options under the scheme.

11.2.5. Exercise of options

Options may normally only be exercised by a participant within six months following the maturity date of the relevant savings contract. The option exercise price in respect of options to acquire A.G. Barr Shares shall be specified in (or otherwise determined in accordance with) the application and shall be not less than 80 per cent. (or such other percentage as may be permitted under relevant UK tax legislation) of the greater of (i) the average middle market quotations of an A.G. Barr Share as derived from the Daily Official List of the London Stock Exchange on the five dealing days immediately preceding the invitation date; and (ii) the market value of an A.G. Barr Share calculated in accordance with the relevant UK tax legislation and agreed in advance with HMRC. In respect of options giving a right to subscribe for A.G. Barr Shares, the option exercise price shall not be less than the nominal value of such share.

11.2.6. Leaving employment

Options will normally lapse and cease to be exercisable when the participant ceases to be employed by the A.G. Barr Group. However, if a participant's employment ceases because of injury, disability, redundancy, retirement, death or the sale of the employing company or business or for any other reason at least three years after the date of grant of the option, those options will remain exercisable for six months (or 12 months in the case of death) and thereafter, to the extent not exercised, lapse.

11.2.7. Corporate events

Early exercise of options within specified periods is permitted in the event of a takeover, scheme of arrangement or winding up of the Company.

11.2.8. Adjustment of options

In the event of any variation of the issued share capital of the Company by way of a capitalisation, rights issue, subdivision, consolidation or reduction, the A.G. Barr Board may adjust the exercise price and the number of A.G. Barr Shares subject to option. Any such adjustment may only be made with the prior approval of HMRC.

11.2.9. Overall scheme limits

The total number of A.G. Barr Shares over which options may be granted under the A.G. Barr Savings Related Share Option Scheme, when added to the number of subsisting options to subscribe for A.G. Barr Shares under that scheme and any other rights to subscribe for A.G. Barr Shares under any other A.G. Barr Share Scheme during the preceding 10 years, shall not exceed 10 per cent. of the number of A.G. Barr Shares in issue from time to time on the date of grant of such options.

11.2.10. Treatment of the scheme under the Merger

If the Merger becomes Effective, the A.G. Barr Savings Related Share Option Scheme will continue to operate after the Merger becomes Effective and any future launches under that scheme will be made available to eligible employees (including executive directors) of the Combined Group.

11.3. A.G. Barr Long Term Incentive Plan

11.3.1. General

The A.G. Barr Long Term Incentive Plan was approved by A.G. Barr Shareholders at the Company's annual general meeting held on 19 May 2003 and amended at its annual general meeting held on 26 May 2009.

11.3.2. Eligibility

Participation in the plan is restricted to executive directors of the Company and any participating company within the A.G. Barr Group. Awards are made by the trustee of the plan on the recommendation of the Remuneration Committee.

11.3.3. Grant of awards

Awards may generally only be granted during the period of 42 days following the date on which the Company announces its annual or interim results. In exceptional circumstances, awards may also be granted at certain other times. No consideration is payable in connection with the making of an award. The Remuneration Committee makes a recommendation to the trustee of the plan that it makes an award to a particular executive Director. The recommendation includes the proposed number of A.G. Barr Shares to be subject to an award or the value which the Remuneration Committee recommends should be the subject of an award and the performance conditions which require to be satisfied. On the making of an award, the trustee of the plan issues a notification to the executive Director showing, inter alia, the date the award was made, the number of A.G. Barr Shares comprised in it, the period during which the trustee of the plan will not normally transfer any A.G. Barr Shares pursuant to an award (being at least three and no more than five years from the date the award is made) (the "Retention Period") and the performance conditions (set out below). The award value of A.G. Barr Shares comprised in any award made to an executive Director on the date the award is made must not exceed 100 per cent. of their gross basic salary at that date. Only one award can be made to each executive Director in respect of a particular financial year.

11.3.4. Performance conditions

The performance conditions which awards are subject to are set out in the plan rules (and may be as amended by the Remuneration Committee from time to time) and are set by reference to the average earnings per share growth of the Company ("EPS"). The extent to which any award will vest depends on fulfilment of the performance conditions. The performance conditions consist of the EPS for the three years preceding that period (adjusted for Retail Price Index ("RPI") growth). No part of an award may vest if EPS growth is less than 10 per cent. (adjusted for RPI growth) over the three year period. On a linear scale, 20 per cent. to 99.9 per cent. of an award will vest where EPS growth is 10 per cent. or more but is less than 32.5 per cent. (adjusted for RPI growth). All A.G. Barr Shares subject to an award will vest where EPS growth is 32.5 per cent. or more (adjusted for RPI growth).

11.3.5. Receipt of A.G. Barr Shares

Awards will normally vest only between the third and fifth anniversaries of the date of grant and only if the executive Director is still employed by the A.G. Barr Group. Where such conditions are met, the trustee of the plan will consider whether to exercise its discretion to transfer A.G. Barr Shares in respect of an award to the relevant executive Director.

11.3.6. Leaving employment

If the executive Director dies, the trustee of the plan shall consider, upon recommendation of the Remuneration Committee, whether some or all of the A.G. Barr Shares subject to an award shall vest in his personal representative. After determining this and having regard to any performance conditions, the trustee of the plan shall immediately transfer the number of A.G. Barr Shares to the personal representative. If the executive Director ceases to be employed by the A.G. Barr Group by reason of injury, disability, redundancy, retirement, the transfer of the undertaking or part undertaking in which they are employed to a person or entity other than a member of the A.G. Barr Group, or any other circumstances determined by the Remuneration Committee in its absolute discretion, the award shall continue to be held and at the end of the Retention Period the trustee of the plan will consider, following the recommendation of the Remuneration Committee, what number of A.G. Barr Shares is appropriate to vest and such shares will be transferred to or for the benefit of the executive Director. The number of any A.G. Barr Shares transferred to the participant shall be dependent on the attainment of the performance conditions and shall be pro-rated (on a time basis based on the length of the Retention Period) according to the date of the participant's termination of employment.

If an executive Director ceases to be employed by the A.G. Barr Group for any other reason, his award will be forfeited unless the trustee of the plan, following upon the recommendation of the Remuneration Committee, decides otherwise.

11.3.7. Change of control

On a change of control of the Company or on a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company prior to the end of any period over which the performance conditions are measured then, if the executive Director has held his award for at least 18 months, such award shall either: (i) vest on a prorated time basis, subject to the applicable performance conditions; or (ii) be 'rolled over' into shares of the acquiring company (if the acquiring company is in agreement) on a pro-rated basis, subject to the applicable performance conditions.

11.3.8. Adjustments of awards

In the event of any capitalisation or rights issue or rights offer or any consolidation, subdivision or reduction of capital by or of the Company or any other reorganisation, any A.G. Barr Shares held by the trustee of the plan that are subject to an award shall be adjusted by the trustee, as it determines appropriate (and in such manner as the Company's auditor deems fair and reasonable). In the event of a rights issue, the trustee may sell sufficient nil paid rights to allow it to take up the balance of the rights available and it will add any additional A.G. Barr Shares so acquired to the A.G. Barr Shares comprised in each executive Director's award.

11.3.9. Treatment of the plan under the Merger

The proposed Remuneration Committee of the Combined Group believes that the performance conditions attaching to outstanding awards granted under the A.G. Barr Long Term Incentive Plan will no longer be relevant in the context of the Combined Group. It is proposed that no further awards will be made under the A.G. Barr Long Term Incentive Plan following the Merger becoming Effective and, subject to the approval of A.G. Barr Shareholders at the A.G. Barr General Meeting, a new long term incentive plan will be established by the Combined Entity for the benefit of selected employees, including executive directors, of the Combined Group (as discussed below).

It is proposed that, subject to the approval of A.G. Barr Shareholders at the A.G. Barr General Meeting and the Merger becoming Effective, the rules of the A.G. Barr Long Term Incentive Plan will be amended to allow all outstanding awards granted under that plan to vest (subject to the applicable performance conditions being met as at the Effective Date) on a time pro-rated basis on the Effective Date. Awards made in the financial year ended 29 January 2011 will be capable of vesting in full on the Effective Date. Where awards were made in the financial year ended 28 January 2012, two-thirds of those awards will be capable of vesting on the Effective Date. Where awards were made in the financial year ending 26 January 2013, one-third of those awards will be capable of vesting on the Effective Date. This will allow outstanding awards over up to approximately 510,000 A.G. Barr Shares to be capable of vesting (subject to applicable performance conditions being met at the Effective Date).

11.4. A.G. Barr All-Employee Share Ownership Plan

11.4.1. General

The A.G. Barr All-Employee Share Ownership Plan was approved by A.G. Barr Shareholders on 21 May 2001 and subsequently approved by HMRC on 27 March 2002. It was re-approved by A.G. Barr Shareholders on 21 May 2012 and by HMRC on 9 February 2011. The purpose of the plan is to enable employees of the A.G. Barr Group to acquire A.G. Barr Shares and to give such employees a stake in the Company.

11.4.2. Eligibility

Individuals are eligible to participate in the plan if they are employees of the Company or any participating company within the A.G. Barr Group provided they have been employed by the A.G. Barr Group for a qualifying period as determined by the Directors in accordance with the rules of the plan.

11.4.3. Grant of awards

Employees may be offered free shares, partnership shares and matching shares under the plan. Each month, a specific amount (being no more than £125 per employee) is deducted from each participant's salary to acquire "Partnership Shares" under the plan. These shares are not subject to any restrictions on holding although remain in the plan trust (which is administered by Equiniti Corporate Nominees Limited). For every three Partnership Shares acquired under the plan, one "Matching Share" is transferred to the employee. Matching Shares are subject to a minimum holding period of three years and are forfeited where the Partnership Shares to which they relate are removed from the plan trust within three years of acquisition unless the participant leaves the employment of the A.G. Barr Group for a reason other than by injury, disability, redundancy, a business transfer, death or retirement. "Free Shares" can be awarded under the plan. Free Shares are awarded after A.G. Barr's profit for the year has been determined.

Each year, a particular percentage of A.G. Barr's profits (calculated before the deduction of tax, exceptionals and the award of Free Shares) is set aside to allocate Free Shares amongst participants. That profit is distributed (in the form of Free Shares) to all participants on a basis pro-rata to each participant's earnings in the preceding financial year. Free Shares must be held for a period of three years in the plan trust. Whilst dividend income from Partnership Shares, Matching Shares and Free Shares can be applied to acquire "Dividend Shares", no such shares have been issued and all dividends are paid, in cash, to the relevant participant.

11.4.4. Treatment of the plan under the Merger

If the Merger becomes Effective, the A.G. Barr All-Employee Share Ownership Plan will continue to operate after the Merger becomes Effective and all qualifying employees of the Combined Group will be eligible to participate under that plan.

11.5. A.G. Barr Executive Share Option Scheme

11.5.1. General

The A.G. Barr Executive Share Option Scheme was adopted at the annual general meeting of the Company held on 24 May 2010 and can be operated as both a HMRC-approved share scheme and as an unapproved share scheme. To date no options have been granted under the A.G. Barr Executive Share Option Scheme.

11.5.2. Eligibility

Any employee who is a senior manager or executive Director of the Company or any participating company within the A.G. Barr Group is eligible to participate in the A.G. Barr Executive Share Option Scheme at the discretion of the Remuneration Committee.

11.5.3. Grant of options

The Remuneration Committee may grant options to acquire A.G. Barr Shares within the 42 day period following the Company's announcement of its interim or financial results. Options may not be granted more than 10 years after shareholder approval of the A.G. Barr Executive Share Option Scheme has been obtained. No payment is required in respect of the grant of an option. Options are not transferable or pensionable.

An employee may not, in any financial year, receive options over A.G. Barr Shares with a market value exceeding three times their annual basic salary. If the option is to be an HMRC-approved option, there are certain other restrictions which apply to the grant of such an option including: (i) the market value of the A.G. Barr Shares under such option (when taken together with any other outstanding approved options held by that individual) must not exceed £30,000; and (ii) an individual (together with their associates) may not be granted an option if, as a result, they would hold more than a 25 per cent. interest in the issued share capital of the Company if the Company is a closely-held company for the purposes of the tax legislation relating to such options.

11.5.4. Performance conditions

The Remuneration Committee may make the exercise of an option subject to objective performance conditions (relating to the overall performance of the Company or one or more of its subsidiaries). Such performance conditions require to be measured over a period of at least three financial years. The Remuneration Committee may also amend any performance conditions applying to existing options if an event has occurred which causes it to consider that such conditions could no longer fairly or reasonably be met provided that any amended performance conditions should be no more or less difficult to satisfy than the original performance conditions.

11.5.5. Exercise of options

The price per A.G. Barr Share payable upon the exercise of an option cannot be less than the higher of: (i) the average of the middle market closing price of an A.G. Barr Share on the five dealing days immediately before the date of grant, as derived from the London Stock Exchange's Daily Official List; and (ii) the nominal value of an A.G. Barr Share.

Options will normally become capable of exercise three years after they have been granted assuming the performance conditions have been satisfied and provided the participant remains employed by a member of the A.G. Barr Group. The Remuneration Committee has discretion to allow exercise of options which have been held for 18 months in certain circumstances if the performance conditions have been satisfied. Options will generally lapse on the day after the tenth anniversary of their grant or sooner on the occurrence of certain corporate events or in the event that the participant ceases to be an employee of the A.G. Barr Group.

11.5.6. Leaving employment

An option will, in general, lapse on a participant ceasing to be an employee of the A.G. Barr Group. If, after holding the option for at least 18 months, a participant ceases to be an employee of the A.G. Barr Group by reason of injury, disability, redundancy, retirement or their employing company or the business for which they work being sold to a third party, then the option will not lapse and, at the end of the performance period, the Remuneration Committee will consider whether the option shall become exercisable, having regard to the performance conditions attaching to that particular option. If the option is determined to be exercisable, the extent to which the option may be exercised is subject to pro-rating based on the proportion which the period to the date of cessation of employment bears to the total performance period. If the cessation of employment is due to a participant's death prior to the end of the performance period, provided that the option has been held for at least 18 months, the Remuneration Committee will consider whether the personal representative of the participant may (within 12 months) exercise such participant's option having regard to the performance conditions attaching to such option. If the option is determined to be exercisable, the extent to which the option may be exercised is subject to pro-rating based on the proportion which the period to the date of death bears to the total performance period of that option. In the case of an approved option (and a cessation of employment due to any of the foregoing reasons), the Remuneration Committee does not have discretion as to whether and to what extent the option is exercisable and the option is exercisable (pro-rated on a time basis) as long as the performance conditions have been attained.

11.5.7. Corporate events

On a takeover or scheme of reconstruction or amalgamation of the Company, options which have been held for at least 18 months will (taking account of the performance conditions attaching to such options) be exercisable. The extent to which such options become exercisable will depend upon a pro-rating based on the proportion which the period to the date of the particular corporate event bears to the total performance period. Where a takeover is by way of a general offer which does not reach 90 per cent. acceptances, or in the case of a voluntary winding up, it is at the Remuneration Committee's discretion (acting fairly and reasonably) whether or not any options become exercisable. In the event of an internal corporate reorganisation (court-sanctioned scheme of reconstruction or amalgamation) or the takeover being by way of general offer, options which are exercisable or which the Remuneration Committee has determined will be exercisable may (at the choice of the relevant participant and with the agreement of the acquiring company) be replaced for equivalent options over shares in the acquiring company. Any option not exercised (or exchanged) on the occurrence of such corporate events will lapse.

11.5.8. Adjustment of options

On any alteration to the Company's share capital, the Remuneration Committee may adjust, in such manner as the auditors consider fair and reasonable, the number of A.G. Barr Shares under option and the option exercise price. Any adjustment to the approved options must have prior approval of HMRC.

11.5.9. Overall scheme limits

In any 10 year period, the Company may not issue (or grant rights to issue) A.G. Barr Shares (or re-issue treasury shares) under: (i) the A.G. Barr Executive Share Option Scheme and any other A.G. Barr employee share scheme in excess of 10 per cent. of the issued share capital of the Company as at the date of the grant of such options; or (ii) the A.G. Barr Executive Share Option Scheme and any other discretionary A.G. Barr employee share scheme in excess of 5 per cent. of the issued share capital of the Company as at the date of the grant of such options.

11.5.10. Treatment of the scheme under the Merger

If the Merger becomes Effective, the A.G. Barr Executive Share Option Scheme will continue to be available after the Merger becomes Effective and the executive directors and selected senior managers of the Combined Group will be eligible to participate under that scheme, although it is currently expected that no awards will be made under that scheme in 2013.

11.6. New LTIP

11.6.1. General

Subject to the approval of A.G. Barr Shareholders at the A.G. Barr General Meeting and the Merger becoming Effective, it is proposed that a new long term incentive plan will be established by the Combined Entity (the "New LTIP") which will provide for conditional awards and nil-cost/nominal cost options to be granted to selected employees, including executive directors, of the Combined Group.

It is proposed that awards will be granted under the New LTIP following completion of the Merger, subject to applicable dealing restrictions as described in paragraph 11.6.3 "Grant of awards" below.

The principal terms of the New LTIP are summarised below. The rules of the New LTIP will be available for inspection from the date of publication of this document until Admission at the locations stated in paragraph 30 of Part XII of this document.

11.6.2. Eligibility

Employees and executive directors of the Combined Group and of other associated companies designated by the directors of the Combined Entity shall be eligible to participate in the New LTIP.

11.6.3. Grant of awards

The Remuneration Committee of the Combined Group (the "Committee") will decide which eligible employees will be granted awards ("Awards") under the New LTIP and over how many A.G. Barr Shares, subject to the limits set out below.

Awards may take the form of free A.G. Barr Shares or nil-cost/nominal cost options to acquire A.G. Barr Shares.

Awards will normally only be granted within 42 days of the announcement of the Company's results for any period or the effective date of any new remuneration policy (although Awards may also be granted on any day on which the Combined Group Board resolves that exceptional circumstances exist which justify the grant of Awards).

Awards will be subject to a performance condition set by the Committee at the time of grant, which will be tested over such period as the Committee may determine and will be stretching and designed to promote the long-term success of the Combined Entity. Performance conditions in respect of ordinary course Awards will be tested over at least three financial years. Awards will be granted under the New LTIP following the Merger becoming Effective, subject to applicable dealing restrictions, as follows:

• selected employees of the Combined Group will receive two awards of shares in the Combined Entity, an ordinary course award and a transitional award. For the Chief Executive Officer and Chief Financial Officer of the Combined Group, each award will be over shares with a face value of 150 per cent. of his basic salary. For other participants, award levels will be determined, by reference to band, in due course by the Committee;
• vesting of both ordinary course and transitional awards will be subject to performance conditions (based on a combination of a total shareholder return ("TSR") target (33.33 per cent.) and an earnings per share ("EPS") target (66.67 per cent.)) and continued employment; and
• the ordinary course award will vest three years after the date of grant and the transitional award will vest as to 66.67 per cent. two years after the date of grant and as to 33.33 per cent. one year after the date of grant.

The detail of the performance conditions for the first grant of Awards will be determined by the Committee shortly before such Awards are granted.

11.6.4. Individual limits

In any financial year, the aggregate market value (at the time of the grant) of the A.G. Barr Shares subject to ordinary course Awards granted to any one person under the New LTIP will not exceed 150 per cent. of his or her annual basic salary except in exceptional circumstances. In addition, and as described above, following the Merger becoming Effective, transitional awards with a maximum aggregate market value of 150 per cent. of a participant's annual basic salary will be granted.

11.6.5. Plan limits

In any 10 year period, not more than 10 per cent. of the issued ordinary share capital of the Combined Entity may be issued or be issuable under the New LTIP and all other employees' share plans operated by the Combined Entity. In addition, in any 10 year period, not more than 5 per cent. of the issued ordinary share capital of the Combined Entity may be issued or be issuable under awards under all discretionary share plans adopted by the Combined Entity. These limits do not include awards which have lapsed.

Treasury shares transferred to satisfy an Award will be counted as if new shares had been issued for so long as it is considered best practice to do so.

11.6.6. Clawback

The Committee can reduce unvested or unexercised Awards and/or delay their vesting if there has been a material misstatement of the Combined Entity's financial results or if the participant has been guilty of misconduct.

11.6.7. Vesting of Awards

When the Company grants an Award it shall determine the vesting date (which shall, apart from in relation to transitional awards, be not less than three years from the date of the grant of the Award). An Award will normally vest shortly after the end of the period over which the performance condition is tested and only to the extent that it is satisfied. For free share Awards, shares will be issued or transferred to the participant shortly after vesting, unless the Combined Entity decides to satisfy the Award in cash.

If the Award takes the form of an option, the participant can exercise the option for a period set at the date/time of grant, which will not be more than 10 years from the date of grant or seven years from the date of vesting.

11.6.8. Leaving employment

An Award will normally lapse if the participant leaves employment before vesting.

However, if the participant leaves because of disability, ill-health, injury, redundancy, retirement, sale of his employer or any other reason determined by the Committee, his Award will continue in effect and vest, to the extent the performance condition is satisfied, on the normal date. The number of shares in respect of which an Award vests will be reduced on a time pro-rated basis. The Committee can decide that an Award will vest on leaving in these circumstances instead of continuing in effect. Where this happens, the number of shares which vest will be determined taking into account the extent to which the performance condition has been satisfied to that point and the fact that the participant left before the vesting date.

If a participant dies before his Award vests, the Committee shall consider (having regard to the performance condition attaching to the Award) whether some or all of the shares subject to an Award shall vest in his personal representative.

Options are exercisable for six months from leaving employment.

11.6.9. Takeovers and reorganisations

Awards will generally vest early on a takeover, merger or other corporate reorganisation. The Committee will determine the level of vesting taking account of the extent to which the performance condition is then satisfied and the portion of the period over which the performance condition is tested which has elapsed to the date of the relevant event. Alternatively, participants may be allowed or required to exchange their Awards for awards over shares in the acquiring company.

11.6.10. Rights issues, demergers etc

The number of shares subject to an Award (and the exercise price of an option, if any) may be adjusted by the Committee to reflect a rights issue, demerger or any variation in the share capital of the Combined Entity.

11.6.11. General

Awards are not transferable (except to personal representatives on death) and are not pensionable and participants do not pay for the grant of an Award.

Any shares issued following the vesting or exercise of Awards will rank equally with shares of the same class in issue on the date of allotment except in respect of rights arising by reference to a prior record date.

11.6.12. Amendments

The Committee may, in its discretion, amend, vary or add to the rules of the New LTIP in any way. However, shareholders in general meeting must approve proposed changes which are to the advantage of participants and which relate to eligibility, individual and plan limits, the rights attaching to Awards and shares and the amendment powers.

The Committee can, without shareholder approval, make minor changes to benefit the administration of the plan, to comply with or take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment.

The Committee may also amend, vary or add to the provisions of the rules of the New LTIP as it considers necessary to take account of overseas taxation, securities or exchange control laws.

The Committee has discretion to terminate the New LTIP at any time, without prejudice to subsisting Awards.

12. Pensions

12.1. The A.G. Barr Group operates two pension plans, being the A.G. BARR p.l.c. (2005) Defined Contribution Pension Scheme and the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme. The A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme is a defined benefit scheme based on final salary which also includes a defined contribution section for pension provision to new executive entrants. The assets of both schemes are held separately from those of the Company and are invested in managed funds. The main section of the defined benefit part of the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme was closed to new entrants on 5 April 2002 and the executive section closed on 14 August 2003. As at 28 January 2012, the Company's defined benefit scheme had a deficit of £0.4 million.

The Company also operates unfunded unregistered retirement benefit schemes for three executive Directors which are intended to provide benefits for those individuals where either the annual or lifetime allowance has been exceeded whilst those individuals have been members of the Company's pension schemes.

12.3. The total amount set aside or accrued by the A.G. Barr Group to provide pension, retirement or other benefits for the Directors as at 28 January 2012 was £230,987.

13. Interests of significant shareholders

13.1. So far as is known to the Company by virtue of notifications made pursuant to the Companies Act and/or the Disclosure and Transparency Rules, the following persons were, directly or indirectly, interested in three per cent. or more of the voting rights in the Company as at the close of business on 3 December 2012, or are expected to be so interested immediately following completion of the Merger:

Shareholder	Number of A.G. Barr Shares held as at 3 December 2012	Percentage of issued share capital as at 3 December 2012	Number of A.G. Barr Shares held immediately following completion of the Merger(1)	Percentage of Combined Entity Ordinary Share Capital(1)
Standard Life Investments
Limited(2)	9,469,196	8.11%	17,048,472	5.35%
Caledonia Investments plc	9,457,500	8.10%	9,457,500	2.97%
W. Robin G. Barr	7,516,326	6.44%	7,516,326	2.36%
Lindsell Train Ltd	5,130,267	4.39%	5,130,267	1.61%
Finsbury Growth & Income
Trust plc	4,340,802	3.72%	4,340,802	1.36%
Legal & General Investment
Management Ltd(3)	3,132,631	2.68%	9,959,400	3.12%
FMR LLC and FIL Ltd(4)	Nil	Nil	14,904,129	4.68%
Route One Investment Company
L.P.(4)	Nil	Nil	10,859,091	3.41%
PepsiCo, Inc.(4)	Nil	Nil	9,639,434	3.02%
Prudential Plc/M&G Investment
Management Ltd(4)	Nil	Nil	8,943,299	2.81%
BlackRock Inc(4)	Nil	Nil	7,128,706	2.24%
Harris Associates L.P.(4)	Nil	Nil	6,587,959	2.07%
APG Algemene Pensioen Groep
N.V.(4)	Nil	Nil	6,143,950	1.93%

Note:

(1) Figures are calculated assuming that (i) the interests of the significant shareholders in the issued share capital of the Company and/or Britvic as at the close of business on 3 December 2012 do not change prior to the Effective Date; (ii) 202,000,000 New A.G. Barr Shares are issued in connection with the Merger (being the maximum number of New A.G. Barr Shares available for issue in connection with the Merger) and (iii) there are no other issues of A.G. Barr Shares (including under the A.G. Barr Share Schemes) between 3 December 2012 and the Effective Date.

(2) As at close of business on 3 December 2012, Standard Life Investments Limited also held 9,288,329 Britvic Shares.

(3) As at close of business on 3 December 2012, Legal & General Investment Management Ltd also held 8,366,138 Britvic Shares.

• (4) As at close of business on 3 December 2012, FMR LLC and FIL Ltd held 18,264,864 Britvic Shares, Route One Investment Company L.P. held 13,307,710 Britvic Shares, PepsiCo, Inc. held 11,813,032 Britvic Shares, Prudential Plc/M&G Investment Management Ltd held 10,959,925 Britvic Shares, BlackRock Inc held 8,736,159 Britvic Shares, Harris Associates L.P. held 8,073,479 Britvic Shares and APG Algemene Pensioen Groep N.V. held 7,529,350 Britvic Shares.

• 13.2. Save as set out in paragraph 13.1 of this Part XII, the Company is not aware of any person who has or will immediately following completion of the Merger have a notifiable interest in three per cent. or more of the issued share capital of the Company.

• 13.3. Save as disclosed in this Part XII, the Company is not aware of any person or persons who, either as at the date of this document or immediately following completion of the Merger, exercises, or could exercise, directly or indirectly, jointly or severally, control over the Company. The Company is not aware of any arrangements the operation of which may, at a subsequent date, result in a change of control of the Company.

• 13.4. None of the significant shareholders of the Company set out above has or will have different voting rights from any other holder of A.G. Barr Shares in respect of any A.G. Barr Share held by them.

14. Working capital statement

The Company is of the opinion that, taking into account existing available facilities and existing cash resources, the working capital available to the Combined Group is sufficient for its present requirements, that is for at least the next 12 months from the date of this document.

15. Material contracts

15.1. Material contracts of the A.G. Barr Group

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the A.G. Barr Group: (a) in the two years immediately preceding the date of this document and are, or may be, material to the A.G. Barr Group as at the date of this document; or (b) at any time which contain provisions under which any member of the A.G. Barr Group has any obligation or entitlement which is material to the A.G. Barr Group as at the date of this document:

15.1.1. Confidentiality Agreement

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.

15.1.2. Co-operation Agreement

A.G. Barr and Britvic have entered into a co-operation agreement dated 14 November 2012 (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.

15.1.3. RBS Facilities

On 25 March 2011, the Company entered into a supplemental facility agreement (the "Supplemental Facility Agreement") relating to a term loan and revolving credit facility agreement with RBS entered into on 4 August 2008 (the "Original Facility Agreement"). Under the terms of the Supplemental Facility Agreement it was agreed to amend and restate the Original Facility Agreement (as amended and restated, the "Amended and Restated Facility Agreement"). Under the terms of the Amended and Restated Facility Agreement, RBS agreed to provide the Company with a revolving credit facility of £10 million ("Facility A") and a term loan facility of up to £25 million ("Facility B"). Facility A was used for the payment of the purchase price for Groupe Rubicon Limited under the Rubicon Acquisition Agreement, payment of the related acquisition costs and also for the general corporate purposes of the Company. An amount drawn under Facility A is to be repaid on the last day of the interest period relating to that advance. Facility A expires on 25 March 2014. As at 3 December 2012, no sums were drawn pursuant to Facility A. Facility B was made available to be used for the payment of the purchase price for the Rubicon Acquisition under the Rubicon Acquisition Agreement and the related acquisition costs. Facility B is to be repaid in bi-annual instalments, the last of which is payable on 31 July 2013. As at 3 December 2012, £10 million remains outstanding pursuant to Facility B. Facility A incurs interest at a rate of LIBOR plus a margin of between 1.15 per cent. and 2.25 per cent. per annum (depending on the ratio of net debt to EBITDA) and Facility B incurs interest at a rate of 0.65 per cent. per annum plus, in each case, where appropriate, any applicable mandatory costs. The Supplemental Facility Agreement permits voluntary prepayments and voluntary cancellation of undrawn amounts (subject to payment of any applicable break costs). It also contains standard representations, undertakings and events of default as well as financial and general covenants which the Company must observe. The facilities are secured by a first ranking bond and floating charge granted by the Company and a debenture granted by Rubicon Drinks Limited in favour of RBS.

On 25 March 2011 the Company entered into an overdraft facility agreement (the "Overdraft Facility Agreement") with RBS. Under the terms of the Overdraft Facility Agreement, RBS agreed to provide the Company, Barr Leasing Limited and Rubicon Drinks Limited with an overdraft facility for working capital purposes with a net limit of £5 million and a gross limit of £10 million which can be utilised in Sterling, Euro and US dollars (the "Overdraft Facility"). As at 3 December 2012 no sums in any currency had been drawn pursuant to the Overdraft Facility. The Overdraft Facility incurs interest at zero per cent. per annum on the aggregate Sterling debit balances equal to the aggregate Sterling credit balances of eligible Sterling accounts, 2 per cent. per annum over base rate on the aggregate of any remaining debit balances on such Sterling accounts and 2 per cent. per annum over the relevant currency lending rate for any Euro or US dollar sums drawn under the Overdraft Facility.

15.1.4. HSBC Facility Agreement

On 26 July 2012, the Company entered into a revolving credit facility agreement (the "Revolving Credit Facility Agreement") with HSBC Bank plc ("HSBC"). Under the terms of the Revolving Credit Facility Agreement, HSBC agreed to provide the Company with a revolving credit facility of £15 million (the "HSBC Facility") to be used towards the acquisition and development of a production facility and warehouse at Milton Keynes (the "MK Property"). The HSBC Facility is to be repaid on the last day of the interest period relating to the relevant advance, with no sums being able to be drawn or outstanding on or after 30 June 2015. As at 3 December 2012, £10 million had been drawn down pursuant to the HSBC Facility. The HSBC Facility incurs interest at a rate of LIBOR plus a margin of between 1 per cent. and 2 per cent. per annum (depending on the ratio of net debt to EBITDA) plus, where appropriate, any applicable mandatory costs. The Revolving Credit Facility Agreement permits voluntary prepayments and voluntary cancellation of undrawn amounts (subject to payment of any applicable break costs). It also contains standard representations, undertakings and events of default as well as financial and general covenants which the Company must observe. The HSBC Facility is secured by a legal mortgage over the MK Property, a bond and floating charge granted by the Company and a debenture granted by Rubicon Drinks Limited in favour of HSBC which will rank in accordance with an intercreditor agreement entered into between RBS, HSBC and the Company.

15.1.5 Rockstar, Inc.

With effect from 1 August 2009, A.G. Barr entered into a sales and distribution agreement with Rockstar, Inc. ("Rockstar") (as amended by letter of amendment dated 6 December 2011 and minute of amendment dated 20 and 27 June 2012) (the "Rockstar Agreement"). Pursuant to the terms of the Rockstar Agreement, A.G. Barr has the exclusive right to manufacture, market and distribute Rockstar soft drink products (the "Rockstar Products") under the Rockstar trade marks in the UK, the Republic of Ireland, the Isle of Man and the Channel Islands (together, the "Territory") in consideration of A.G. Barr paying a monthly fee to Rockstar calculated on a shared contribution basis.

The Rockstar Agreement expires on 31 July 2024 although the parties may agree to extend the term of the agreement for a further 10 years.

Each year the parties agree a rolling annual business plan which sets out certain targets to be met by A.G. Barr.

The Rockstar Agreement may be terminated immediately by either party in various circumstances including (i) if either party suffers certain insolvency events; or (ii) the continuation of the agreement conflicts with any law. The Rockstar Agreement may also be terminated, on the expiry of six months' notice, following a material breach of the agreement (a "Material Breach") by either party.

Rockstar may terminate the Rockstar Agreement without cause at any time upon two months' notice. A.G. Barr may terminate the agreement with immediate effect if (i) Rockstar transfers or disposes of its business, assets or undertaking to an EU based competitor of A.G. Barr without A.G. Barr's consent; or (ii) an EU based competitor of A.G. Barr becomes the effective controller of Rockstar.

In the event that either Rockstar terminates the agreement without cause or A.G. Barr terminates the agreement due to a Material Breach or with immediate effect (in the case of a sale of the Rockstar business or on the occurrence of a change of control of Rockstar), Rockstar is required to pay A.G. Barr a compensation payment calculated on the basis of a formula set out in the agreement.

15.1.6 Orangina

On 1 January 2009, A.G. Barr entered into a licensor agreement (the "Orangina Agreement") with Schweppes International Limited (the "Orangina Schweppes Group"). Under the terms of the Orangina Agreement, A.G. Barr has the exclusive right to manufacture, sell and distribute certain Orangina products (the "Orangina Products") in the UK, Gibraltar, the Isle of Man and the Channel Islands (together, the "Territory"). A.G. Barr pays Orangina Schweppes Group for certain raw materials and products in respect of the Orangina Products and certain expenses in relation to Orangina Products are shared by A.G. Barr and Orangina Schweppes Group.

The Orangina Agreement expires on 31 December 2014, unless the parties agree to extend its term.

A.G. Barr is required to use its reasonable endeavours throughout the Territory to increase the sales volumes and category shares of Orangina Products, in accordance with an agreed annual business plan.

The Orangina Agreement entitles both A.G. Barr and Orangina Schweppes Group to terminate the agreement at any time in various circumstances, including if (i) either party commits a material breach of the Orangina Agreement which is not rectified within 30 days of written notice thereof; (ii) either party suffers certain insolvency events; or (iii) any government or agency having jurisdiction requires an alteration of the agreement which is of fundamental detriment to one of the parties or its ability to perform its obligations.

In addition, Orangina Schweppes Group is entitled to terminate the Orangina Agreement by giving three months' written notice in certain circumstances, including (i) if A.G. Barr fails to achieve a specified amount of sales and/or net sales revenue; (ii) if the manufacture or sale of any of the Orangina Products is discontinued for a continuous period of more than four weeks without cause or for a cause within A.G. Barr's reasonable control; or (iii) if A.G. Barr transfers or disposes of its business or assets without prior consent being sought from Orangina Schweppes Group.

15.2. Material contracts of the Britvic Group

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Britvic Group: (a) in the two years immediately preceding the date of this document and are, or may be, material to the Britvic Group as at the date of this document; or (b) at any time which contain provisions under which any member of the Britvic Group has any obligation or entitlement which is material to the Britvic Group as at the date of this document:

15.2.1. Confidentiality Agreement

Please see paragraph 15.1.1 above, which sets out the details of the Confidentiality Agreement.

15.2.2. Co-operation Agreement

Please see paragraph 15.1.2 above, which sets out the details of the Co-operation Agreement.

15.2.3. The £400 million multi-currency revolving loan facility

Britvic Group entered into a £400 million multicurrency revolving loan facility dated 22 March 2011 with various lenders (the "2011 Facility Agreement", and the facility granted thereunder, the "2011 Facility").

The 2011 Facility is a revolving loan facility, under which the lenders make cash advances to the Britvic Group in Sterling, Euro or US dollars. The 2011 Facility is a five year facility terminating on 22 March 2016.

Advances under the 2011 Facility have been used to finance the prepayment and cancellation of Britvic's existing facilities and can also finance the general corporate purposes of the Britvic Group.

Advances under the 2011 Facility will bear interest at a rate per annum equal to the aggregate of (a) the applicable margin; (b) the London inter-bank offered rate (or in the case of Euro advances, the European inter-bank offered rate); and (c) the cost to the lenders of complying with certain regulatory costs which are passed on to borrowers. The applicable margin varies according to the ratio of Britvic's consolidated net borrowings to consolidated EBITDA (as more particularly defined in the 2011 Facility Agreement) (tested at the end of each financial quarter), in a range from 1.15 per cent. per annum to 2.10 per cent. per annum. Commitment fees are payable on undrawn amounts of the 2011 Facility, at a rate per annum equal to 40.0 per cent. of the applicable margin.

If there is a change of control of Britvic, individual lenders may, if they so require, notify Britvic that their participation in the 2011 Facility be prepaid and their commitment cancelled.

Certain other terms and conditions usual for facilities of this type apply to the 2011 Facility, including conditions precedent, prepayment provisions, representations and warranties, covenants (including financial covenants for Britvic to maintain, being (a) a ratio of consolidated net borrowings to consolidated EBITDA (as more particularly defined in the 2011 Facility Agreement) of not more than 3.5:1; and (b) a ratio of consolidated EBITDA (as more particularly defined in the 2011 Facility Agreement) to consolidated net interest payable of not less than 3:1, tested in each case on a semi-annual basis), indemnities and provisions to protect the margin of lenders.

The 2011 Facility Agreement also includes customary events of default upon the occurrence of which the lenders may cancel their lending commitments and demand repayment of advances.

15.2.4. The 2010 US Private Placement Notes

On 17 December 2010, Britvic issued US\$163 million and £7.5 million of Senior Notes in the US private placement market (the "2010 Notes"). The proceeds from the 2010 Notes were principally used to repay amounts drawn on the Britvic Group's existing borrowings.

Britvic makes semi-annual interest payments in Pound Sterling in respect of Series A Notes and in US dollars in respect of Series B, C and D Notes with the first payment being made on 17 June 2011. The 2010 Notes are unsecured and rank pari passu in right of repayment with other senior unsecured indebtedness of Britvic.

The note purchase agreement in respect of the 2010 Notes includes a requirement that Britvic must offer to repay the 2010 Notes should a change in control of the Britvic Group (or, following the Merger, the Combined Group) occur which results in a rating downgrade of the 2010 Notes or other senior debt of Britvic. The holders of the 2010 Notes have waived their right to such repayment in connection with the Merger.

In order to manage foreign exchange risk, interest rate risk and to ensure an appropriate mix of Sterling and Euro funding, the Britvic Group has entered into a number of cross currency interest rate swaps. The 2010 Notes were swapped into a mix of fixed and floating rate Sterling and Euro liabilities through a series of US dollar to Sterling and Sterling to Euro swap instruments. These cross currency interest rate swap contracts have the same duration and other critical terms as the relevant borrowings they hedge and are designated as part of effective hedge relationships.

As detailed above, the 2010 USPP cross currency swaps converted an amount of US dollar borrowings into a £35.6 million floating rate Sterling liability. To mitigate exposure in a proportion of this liability, £20 million of 3 year interest rate swaps were transacted with an effective date of December 2011.

15.2.5. Britvic Pension Plan – Pension Funding Partnership

As a result of the latest formal actuarial valuation of the Britvic Pension Plan ("BPP") for contribution purposes as at 31 March 2010, a proposal was set out under which a monetary contribution would be made to enable the trustee of the BPP (the "Trustee") to enter into a Pension Funding Partnership ("PFP") structure under which the Trustee would receive a fixed annual payment for a 15 year period together with a final payment at the end the structure, the amount of which would be dependent on BPP's funding position at the time.

A first tranche of the PFP structure was completed on 29 September 2011. Under this first tranche a Scottish limited partnership, Britvic Scottish Limited Partnership ("Britvic SLP") was established. The Trustee acquired a partnership interest in Britvic SLP, which in turn acquired a partnership interest in a second Scottish partnership, Britvic Property Partnership ("Britvic PP"). Properties with a market value of £28.6 million were transferred to Britvic PP and leased back to Britvic Soft Drinks Limited. The properties held by Britvic PP generate a return which is distributed up to Britvic SLP, and then distributed from Britvic SLP to the Trustee.

On 25 January 2012, the Britvic Group entered into a second tranche of the PFP structure. The second tranche involved the sale and license back of certain group brands to a new limited liability partnership, Britvic Brands LLP ("Britvic LLP"). Britvic SLP acquired a membership interest in Britvic LLP (in addition to the investment in Britvic PP it obtained from the first tranche).

Following implementation of both tranches, the Trustee will receive approximately £5 million per annum for the 15 year term from its partnership interest in Britvic SLP. Britvic SLP will fund these payments from its partnership and membership interests in Britvic PP and Britvic LLP respectively. At the end of the 15 year term, the partnership capital allocated to the Trustee in Britvic SLP will be adjusted to match any funding deficit of the BPP at that time, up to a maximum value of £105 million. At that point the Britvic Group may be required to transfer this amount in cash to the Trustee.

Britvic SLP, Britvic PP and Britvic LLP are consolidated by the Britvic Group. The investment held by the Trustee in Britvic SLP does not represent a plan asset for accounting purposes and is therefore not included in the fair value of plan assets. The share of profits of Britvic SLP received by the Trustee are accounted for by Britvic Group as contributions when paid. The properties transferred to Britvic PP continue to be included within the Britvic Group's property, plant and equipment on the balance sheet. The Britvic group retains operational flexibility over the transferred properties and brands, including the ability to substitute properties held by Britvic PP and brands held by Britvic LLP with other similar assets.

15.2.6. Pepsi Group Exclusive Bottling Appointments

The Britvic Group has a long-standing business relationship with the Pepsi Group and has distributed the Pepsi brand since 1987. The Britvic Group has the exclusive right to package, sell and distribute Pepsi and 7UP carbonated soft drink beverages (among others) in certain jurisdictions under arrangements with the Pepsi Group.

The Pepsi Group arrangements for the Pepsi and 7UP brands in GB, the Isle of Man and Gibraltar (unless and until it becomes a Spanish possession) (together, the "Territory") are contained within a series of four interlinked agreements comprising two exclusive bottling appointments (the "GB EBAs"), a concentrate price and marketing agreement (the "Business Development Agreement") and a co-operative advertising and marketing agreement (the "Co-op Agreement"). On 10 March 2004, the Pepsi Group and certain members of the Britvic Group agreed to extend the relationship on substantially similar financial (and other) terms by entering into a new set of agreements.

The revised GB EBAs each have a new term which runs until 31 December 2023. Thereafter the terms shall be automatically extended by additional terms of five years each provided neither party has issued two years' notice of termination in advance of the then current expiry date. The GB EBAs set out a series of obligations relating to the acquisition of concentrate and the bottling and distribution of the products. The GB EBAs also provide the Britvic Group with a right of first refusal in relation to the packaging and distribution within the Territory of any new carbonated soft drink developed by the Pepsi Group. As detailed above, conditional upon the Merger becoming Effective, the Pepsi Group and Britvic have agreed certain variations to the terms of the GB EBAs.

The Business Development Agreement (formerly known as the Franchise Performance Agreement) has a three-year term, but one-year extensions are negotiated on a rolling annual basis (signed in 1 January 2011 with the initial term expiring 31 December 2013) during the term of the GB EBA. The agreement provides the framework for the parties to agree their short-term operating strategy and business targets. It also contains a series of investment and sales targets for each year of the term, which the Britvic Group must use its reasonable endeavours to meet, including a requirement to install a specified quantity of branded vending and dispense equipment and performance targets as to market share and sales growth. The Britvic Group must also use its best endeavours to maintain distribution of all pack formats at certain specified levels. The agreement also sets out the required annual expenditure of both the Britvic Group and the Pepsi Group in relation to the advertising and promotion to support the brands (which is split on an equal basis) and in respect of promotional discounts and customer account development. The agreement also provides the mechanism for establishing the concentrate price for each year of the term.

The Co-op Agreement is a one-year agreement renewed annually which provides a detailed breakdown of the advertising and promotional expenditure agreed under the Business Development Agreement.

In the event that the Business Development Agreement and Co-op Agreement are not renewed whilst the GB EBAs remain in place, the GB EBAs set out the basis for establishing the concentrate price year-on-year and the required on-going advertising and promotional spend of the Britvic Group and the Pepsi Group.

The GB EBAs entitle the Pepsi Group to terminate the arrangements in a range of circumstances, including for failure to use best endeavours to maintain distribution levels, for failure to use reasonable endeavours to achieve performance targets, or for a breach of a material term or condition of the Business Development Agreement. Each GB EBA may also be terminated in the event that:

• (a) Britvic sells the Robinsons brand or a brand which provides 35 per cent. or more of the Britvic Group's total GB EBA Brand Contribution;
• (b) any third party acquires a 40 per cent. stake in Britvic Soft Drinks Limited (including indirectly through the acquisition of Ordinary Shares in Britvic); or
• (c) there is a change of control of Britvic.

In the event that either GB EBA is terminated by reason of the Britvic Group terminating the agreement without cause or Britvic disposing of the Robinsons brand, there is provision for the payment of substantial liquidated damages to the Pepsi Group, calculated by reference to the amount spent on concentrate by the Britvic Group with the Pepsi Group, and the amount contributed by the Pepsi Group to advertising and marketing in the 18-month period prior to termination. Each GB EBA is inter-conditional.

16. Litigation

16.1. Litigation affecting the A.G. Barr Group

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which A.G. Barr is aware), during the year preceding the date of this document, which may have, or have had in the recent past, significant effects on the financial position or profitability of A.G. Barr or the A.G. Barr Group.

16.2. Litigation affecting the Britvic Group

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Britvic is aware), during the year preceding the date of this document, which may have, or have had in the recent past, significant effects on the financial position or profitability of Britvic or the Britvic Group.

17. Principal subsidiaries

The Company acts as the holding company of the A.G. Barr Group, the principal activity of which is the manufacture, distribution and sale of soft drinks. The Company has the following significant subsidiary undertakings:

Name	Principal activity	Country of incorporation	Country of principal operations	Percentage of ownership
Barr Leasing Limited	Central commercial activities	England	UK	100%
Findlay's Limited	Natural mineral water bottler	Scotland	UK	100%
Rubicon Drinks Limited	Manufacture and distribution of soft drinks	England	UK	100% (indirect)

18. Property

The A.G. Barr Group operates from a number of feuhold/freehold and leasehold properties in the United Kingdom. The A.G. Barr Group's principal properties are as follows:

Location		Tenure	Term	Approximate area (square metres)	Property use	Annual production capacity (litres)
(i)	Westfield House 4 Mollins Road Westfield Cumbernauld	Freehold	N/a	48,661	Production, warehouses and offices	313,600,000
	G68 9HD
(ii)	2nd Floor	Leasehold	Expires	1,334	Offices	N/a
	Mansell House		24/11/2019
	Aspinall Close
	Middlebrook
	Horwich
	Bolton
	BL6 6QQ
(iii)	440 Hollinwood Avenue	Freehold	N/a	5,800	Warehouse	N/a
	Moston				and offices
	Manchester
	M40 0AE
(iv)	Findlays	Leasehold	Expires	983	Production	3,400,000
	Pitcox		29/04/2021
	Dunbar
	East Lothian
	EH42 1RQ
(v)	Benfield Road	Freehold	N/a	4,475	Warehouse	N/a
	Walkergate				and offices
	Newcastle Upon Tyne
	NE6 5XA
(vi)	Rubicon Drinks Limited	Leasehold	Annual	750	Offices	N/a
	Rubicon House
	Second Way
	Wembley
	Middlesex
	HA9 0YJ
(vii)	Rubicon Drinks Limited	Freehold	N/a	5,668	Production,	55,700,000
	Unit 25 Tafarnaubach Industrial Estate				warehouse
	Tredegar				and offices
	Gwent
	NP22 3AA

Location		Tenure	Term	Approximate area (square metres)	Property use	Annual production capacity (litres)
	(viii) Rubicon Drinks Limited Unit 26 Tafarnaubach Industrial Estate Tredegar Gwent NP22 3AA	Freehold	N/a	5,460	Warehouse	N/a
(ix)	Orgreave Road Rotherham Road Handsworth Sheffield S13 9LQ	Freehold	N/a	4,807	Warehouse and offices	N/a
(x)	Strathmore 126 West High Street Forfar DD8 1BP	Freehold	N/a	7,668	Production and offices	32,100,000
(xi)	1 Priestley Way Forrest Trading Estate Walthamstow London E17 6AR	Freehold	N/a	6,447	Warehouse and offices	N/a
(xii)	Friar Park Road Wednesbury WS10 0JT	Leasehold	Expires 2045	4,773	Warehouse and offices	N/a
	(xiii) Orchardton Road Cumbernauld G68 9HD	Freehold	N/a	23,015	Warehouse	N/a
	(xiv) Grayshill Road Cumbernauld G68	Leasehold	Expires 05/05/2013	8,038	Warehouse	N/a
(xv)	North Mains of Ballindarg Forfar DD8 1QA	Freehold	N/a	9,949	Warehouse	N/a
	(xvi) Land at Little Spot Muir Dunbar East Lothian	Freehold	N/a	167,135	Spare unoccupied ground	N/a
	(xvii) Magna Park Crossley Drive Fen Farm Milton Keynes MK17 8EW*	Freehold	N/a	23,873	Production, warehousing and offices	–

* Non-operational, under construction

19. Environmental issues

There are currently no known environmental issues which will materially affect the A.G. Barr Group's use of its fixed assets.

20. No significant change

20.1. A.G. Barr Group

There has been no significant change in the financial or trading position of the A.G. Barr Group since 28 July 2012, being the date of the last financial information of the A.G. Barr Group contained in this document in Part VI: "Interim Unaudited Financial Statement of A.G. Barr for the Six Month Period Ended 28 July 2012".

20.2. Britvic Group

There has been no significant change in the financial or trading position of the Britvic Group since 30 September 2012, being the date of the last financial information of the Britvic Group incorporated into this document by reference as described in Part VIII: "Britvic Historical Financial Information".

21. Related party transactions

A.G. Barr has not entered into any related party transactions during the financial years ended 30 January 2010, 29 January 2011 and 28 January 2012 and during the period between 29 January 2012 and 3 December 2012, other than:

• 21.1. those disclosed in note 28 in the notes to the financial statements of the Company as set out on page 108 of this document for the financial years ended 30 January 2010, 29 January 2011 and 28 January 2012; and
• 21.2. the cash payments, approved by the Remuneration Committee, made to each of the executive Directors of A.G. Barr (amounting to, in aggregate, £1,365,069) in consideration of those Directors waiving their awards under the A.G. Barr Long Term Incentive Plan, as more particularly described in the announcement made by the Company on 8 October 2012.

22. Mandatory takeover bids, squeeze-out rules, sell-out rules and takeover bids

22.1. Mandatory takeover bids

The City Code on Takeovers and Mergers applies to the Company. Under the Code, if an acquisition of interests in shares were to increase the aggregate holding of an acquirer and persons acting in concert with it to an interest in shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending upon the circumstances, persons acting in concert with it, would be required (except with the consent of the Panel) to make a cash offer for the outstanding shares at a price not less than the highest price paid for any interest in shares by the acquirer or his concert parties during the previous 12 months. A similar obligation to make such a mandatory offer would also arise on the acquisition of an interest in shares by a person holding (together with persons acting in concert with it) an interest in shares carrying between 30 per cent. and 50 per cent. of the voting rights in the Company if the effect of such acquisition were to increase that person's percentage of the voting rights.

22.2. Squeeze-out rules

Under the Companies Act, if a "takeover offer" (as defined in section 974 of the Companies Act) is made for the A.G. Barr Shares and the offeror were to acquire, or unconditionally contract to acquire, not less than 90 per cent. in value of the shares to which the offer relates (the "Offer Shares") and not less than 90 per cent. of the voting rights attached to the Offer Shares, within three months of the last day on which its offer can be accepted, it could acquire compulsorily the outstanding shares not assented to the offer. It would do so by sending a notice to outstanding shareholders telling them that it will acquire compulsorily their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for outstanding shareholders. The consideration offered to the shareholders whose shares are acquired compulsorily under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.

22.3. Sell-out rules

The Companies Act also gives minority shareholders a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the A.G. Barr Shares and at any time before the end of the period within which the offer could be accepted the offeror held or had agreed to acquire not less than 90 per cent. of the A.G. Barr Shares to which the offer relates, any holder of A.G. Barr Shares to which the offer related who had not accepted the offer could by a written communication to the offeror require it to acquire those A.G. Barr Shares. The offeror is required to give any shareholder notice of his right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of the minority shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period. If a shareholder exercises his or her rights, the offeror is bound to acquire those A.G. Barr Shares on the terms of the offer or on such other terms as may be agreed.

22.4. Takeover bids

No public takeover bid has been made in relation to the Company during the last financial year or the current financial year.

23. Disclosure requirements and notification of interest in shares

• 23.1. Under Chapter 5 of the Disclosure and Transparency Rules, subject to certain limited exceptions, a person must notify the Company (and, at the same time, the Financial Services Authority) of the percentage of voting rights he holds (within two trading days) if he acquires or disposes of shares in the Company to which voting rights are attached and if, as a result of the acquisition or disposal, the percentage of voting rights which he holds as a shareholder (or, in certain cases, which he holds indirectly) or through his direct or indirect holding of certain types of financial instruments (or a combination of such holdings):
• 23.1.1. reaches, exceeds or falls below three per cent. and each one per cent. threshold thereafter; or
• 23.1.2. reaches, exceeds or falls below an applicable threshold in paragraph 23.1.1 of this Part XII as a result of events changing the breakdown of voting rights and on the basis of the total voting rights notified to the market by the Company.
• 23.2. The FSA may take enforcement action against a person holding voting rights who has not complied with Chapter 5 of the Disclosure and Transparency Rules.
• 23.3. A notification must be made using the prescribed form TR1 available from the Financial Services Authority's website at http://www.fsa.gov.uk. Under the Disclosure and Transparency Rules, the Company must announce the notification to the public as soon as possible and in any event by not later than the end of the trading day following receipt of a notification in relation to voting rights.

24. Intellectual property

The A.G. Barr Group owns a substantial number of registered and unregistered trade marks in countries throughout the world for use in connection with the sale and marketing of branded products. In addition to owning several Community trade marks, A.G. Barr owns trade marks in 46 countries outside the UK. These trade marks are important in the aggregate because brand name recognition is a key factor in the success of many of its product lines. The current registrations of these trade marks are effective for varying periods of time and may be renewed periodically, provided all applicable laws are complied with. Trade mark registrations cover all of A.G. Barr's major proprietary brands. Other than as mentioned in this document, there are no licences or particular contracts which are of fundamental importance to the Company's business.

25. Third party information

Where information contained in this document has been sourced from a third party, the Company confirms that such information has been accurately reproduced, the source of such information has been identified and, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Unless otherwise stated, such information has not been audited.

26. Consents

• 26.1. Rothschild has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of references to its name in the form and context in which they appear.
• 26.2. KPMG Audit Plc (a member of the Institute of Chartered Accountants in England and Wales) has given and has not withdrawn its written consent to the inclusion in this document of its reports set out in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr" and in Part X: "Unaudited Pro Forma Financial Information of the Combined Group" in the form and context in which they are included and has authorised the contents of those parts of this document which comprise its reports for the purposes of Rule 5.5.3(2)(f) of the Prospectus Rules.

27. General

• 27.1. The aggregate costs and expenses of the Merger payable by the Company are estimated to be approximately £8.12 million (net of VAT).
• 27.2. The financial information contained in this document does not constitute statutory accounts within the meaning of section 434 of the Companies Act.
• 27.3. KPMG Audit Plc audited the statutory accounts of the Company for the financial years ended 30 January 2010, 29 January 2011 and 28 January 2012 and gave reports under section 495 of the Companies Act on

such accounts which were not qualified and did not contain any statement under section 498 of the Companies Act. KPMG Audit Plc is a member of the Institute of Chartered Accountants of England and Wales.

• 27.4. The New A.G. Barr Shares will be in registered form and will, on Admission, be capable of being held in uncertificated form. The ISIN for the New A.G. Barr Shares will be GB00B6XZKY75.
• 27.5. The Company will make an appropriate announcement(s) to a Regulatory Information Service if the Merger becomes Effective, which is expected to be on or about 30 January 2013.
• 27.6. Other than as disclosed in paragraph 11 of Part II: "Information on the A.G. Barr Group" of this document, there are no investments being made by the Company or to be made in the future, other than the Merger, in respect of which firm commitments have been made.
• 27.7. The A.G. Barr Shares are only listed on the Official List of the FSA and traded on the main market of the London Stock Exchange.
• 27.8. The Company's registrar and paying agent for the payment of dividends is Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA.

28. Documents incorporated by reference

Details of documentation incorporated into this document by reference are set out in the section of this document headed "Information Incorporated by Reference".

29. Dividends

29.1 The following table sets out the dividends per A.G. Barr Share paid in respect of the financial years ended 30 January 2010, 29 January 2011 and 28 January 2012:

		Dividends per share (pence per A.G. Barr Share)
	Reported	Restated (1)
2010	23.1	7.7
2011	25.41	8.47
2012	27.95	9.32

Note:

• (1) The dividends figure per A.G. Barr Share in respect of the financial years ended 30 January 2010, 29 January 2011 and 28 January 2012 have been restated to take into account the share subdivision that was effected on 28 May 2012 pursuant to a resolution passed at the 2012 A.G. Barr AGM (as described in paragraph 3.2 of this Part XII).
• 29.2 On 24 September 2012, the A.G. Barr Board declared an interim dividend of 2.616p which was paid on 19 October 2012.

30. Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW and at the registered office of A.G. Barr, Westfield House, 4 Mollins Road, Cumbernauld G68 9HD until Admission:

• 30.1. the Articles;
• 30.2. the proposed New A.G. Barr Articles;
• 30.3. the audited consolidated accounts of the A.G. Barr Group for the three financial years ended 30 January 2010, 29 January 2011 and 28 January 2012;
• 30.4. the unaudited interim report of the Company for the six months ended 28 July 2012;
• 30.5. the report by KPMG Audit Plc set out in Part V: "Accountant's Report on the Historical Financial Information of A.G. Barr";
• 30.6. the report by KPMG Audit Plc set out in Part X: "Unaudited Pro Forma Financial Information of the Combined Group";

• 30.7 the audited consolidated accounts of the Britvic Group for the three financial years ended 27 September 2009, 3 October 2010 and 2 October 2011;

• 30.8. the unaudited Preliminary Results of Britvic for the 52 weeks ended 30 September 2012;

• 30.9. copies of the letters of consent referred to in paragraphs 26.1 and 26.2 of this Part XII;
• 30.10. copies of the rules of the A.G. Barr Share Schemes;
• 30.11. the proposed amended rules of the A.G. Barr Long Term Incentive Plan;
• 30.12. the proposed rules of the New LTIP;
• 30.13. the Scheme Document;
• 30.14. the A.G. Barr Circular; and
• 30.15. this document.

DEFINITIONS

The following definitions apply throughout this Prospectus, unless the context requires otherwise:

2012 A.G. Barr AGM	the annual general meeting of A.G. Barr held on 21 May 2012
£, GBP, Sterling, pence or p	the lawful currency of the UK
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 or Company	A.G. BARR p.l.c.
A. G. Barr All-Employee Share Ownership Plan	the Company's All-Employee Share Ownership Plan approved at its annual general meeting held on 21 May 2001 and re-approved at its annual general meeting held on 21 May 2012
A.G. Barr Articles or Articles	the articles of association of A.G. Barr
A.G. Barr Board	the board of directors of A.G. Barr
A.G. Barr Circular	the circular to be sent to A.G. Barr Shareholders on or around the date of this document in connection with the Merger
A.G. Barr Executive Share Option Scheme	the Company's Executive Share Option Scheme 2010 adopted on 24 May 2010
A.G. Barr General Meeting	the general meeting of A.G. Barr to be convened in connection with the Merger, notice of which is 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 Long Term Incentive Plan	the Company's Long Term Incentive Plan 2003 adopted on 19 May 2003 and as subsequently amended
A.G. Barr Savings Related Share Option Scheme	the Company's 2005 Share Savings Scheme adopted on 24 May 2005 and as subsequently amended
A.G. Barr Shareholders or Shareholders	holders of A.G. Barr Shares
A.G. Barr Share Schemes	the A.G. Barr Executive Share Option Scheme, the A.G. Barr Savings Related Share Option Scheme, the A.G. Barr All-Employee Share Ownership Plan and the A.G. Barr Long Term Incentive Plan, each as amended from time to time
A.G. Barr Shares	fully paid-up ordinary shares of 41⁄6 pence each in the capital of A.G. Barr
A.G. Barr's Registrars	Equiniti Limited
AGM	annual general meeting
Britvic	Britvic plc

Britvic Court Meeting	the meeting of the Britvic Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act for the purpose of approving the Scheme, including any adjournment thereof
Britvic Directors	the directors of Britvic
Britvic Executive Share Option Plan	the rules of Britvic's Executive Share Option Plan adopted on 9 December 2005
Britvic General Meeting	the general meeting of Britvic to be convened in connection with the Scheme and the Reduction of Capital, including any adjournment thereof
Britvic Group	Britvic, its subsidiaries and subsidiary undertakings from time to time
Britvic Performance Share Plan	the rules of Britvic's Performance Share Plan adopted on 9 December 2005
Britvic Shareholders	holders of Britvic Shares
Britvic Shares	fully paid-up ordinary shares of 20 pence each in the capital of Britvic
Britvic Share Incentive Plan	the trust deed and rules of Britvic's Share Incentive Plan adopted on 25 April 2003
Britvic Share Schemes	the Britvic Executive Share Option Plan, 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
Code or City 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 Entity Ordinary Share Capital	all of the issued A.G. Barr Shares at the date immediately following the Merger becoming Effective
Combined Group	the combined group following the Merger, comprising the A.G. Barr Group and the Britvic Group
Combined Group Board	the board of directors of the Combined Entity following the Merger
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 Part IV of the Scheme Document
Corporate Governance Code	the UK Corporate Governance Code on the Principles of Good Governance and Code of Best Practice published by the Financial Reporting Council

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 Order	the order of the Court sanctioning the Scheme and confirming the Reduction of Capital
CREST	the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations)
CREST Manual	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms)
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
CRM	customer relationship management
Daily Official List	the daily official list of the London Stock Exchange
Directors or A.G. Barr Directors	the directors of A.G. Barr as at the date of this document, whose names appear in the section headed "Board of Directors" in Part IV: "Directors, Proposed Directors, Senior Managers and Corporate Governance" and in the section headed "Directors, Proposed Directors, Company Secretary, Registered Office and Advisers"
Disclosure and Transparency Rules or DTRs	the Disclosure and Transparency Rules of the UK Listing Authority
EEA	the European Economic Area
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
EU	the European Union
Exclusive Bottling Appointments	the following appointments relating to certain Pepsi and 7UP brands:
	(a) the two exclusive bottling appointments relating to Great Britain, the Isle of Man and Gibraltar entered into on 10 March 2004 by certain members of the Britvic Group and PepsiCo, Inc. in relation to certain Pepsi brands and entered into on 10 March 2004 by certain members of the Britvic Group and Seven-Up International in relation to certain 7UP brands;
	(b) the two exclusive bottling appointments relating to the Republic of Ireland entered into on 7 October 1999 by certain members of the Britvic Group and PepsiCo, Inc. in relation to certain Pepsi brands and entered into on 1 January 2001 by certain members of the Britvic Group and Seven-Up International in relation to certain 7UP brands; and

	(c) the two exclusive bottling appointments relating to Northern Ireland entered into on 7 October 1999 by certain members of the Britvic Group and PepsiCo, Inc. in relation to certain Pepsi brands and entered into on 1 January 2001 by certain members of the Britvic Group and Seven-Up International in relation to certain 7UP brands
FMCG	fast moving consumer goods
FSA or Financial Services Authority	the Financial Services Authority
FSMA	the Financial Services and Markets Act 2000, as amended from time to time
GB	Great Britain
HMRC	HM Revenue & Customs
HSBC Facility	the facility made available to A.G. Barr pursuant to the HSBC Facility Agreement
HSBC Facility Agreement	the revolving credit facility agreement entered into between A.G. Barr and HSBC Bank plc on 26 July 2012, details of which are set out in paragraph 15.1.4 of Part XII: "Additional Information"
IFRS	International Financial Reporting Standards, as adopted by the European Union
Ireland	the Republic of Ireland and Northern Ireland
Listing Rules	the rules and regulations made by the UK Listing Authority under Part VI of FSMA, 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)
Memorandum	the memorandum of association of A.G. Barr
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
Merger Resolution	resolution 1 set out in the notice convening the A.G. Barr General Meeting, as described in paragraph 3.6 of Part XII: "Additional Information"
New A.G. Barr Articles	the new articles of association of A.G. Barr proposed to be adopted at the A.G. Barr General Meeting, conditional upon the Merger becoming Effective
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
New LTIP	the new long term incentive plan (to be called the Barr Britvic Soft Drinks plc Long Term Incentive Plan) proposed to be established by the Company, conditional upon the Merger becoming Effective
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)
Overseas Shareholders	Britvic Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, or whom A.G. Barr reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom
Panel	the Panel on Takeovers and Mergers
Pepsi Group	PepsiCo, Inc., a corporation organised under the laws of the State of North Carolina, with a registered business address of 700 Anderson Hill Road, Purchase, New York, or any wholly-owned (direct or indirect) subsidiary of such corporation
PET	Polyethylene Terephthalate, a type of plastic used to make soft drinks bottles
Preliminary Results	the preliminary unaudited consolidated financial results for Britvic for the 52 weeks ended 30 September 2012 published on 27 November 2012 and incorporated by reference into this document
Proposed Directors	Gerald Corbett, John Gibney, Joanne Averiss, Bob Ivell, Ben Gordon and John Nicolson
Prospectus or this document	this prospectus relating to A.G. Barr and the Admission of the New A.G. Barr Shares
Prospectus Rules	the rules for the purposes of Part VI of FSMA in relation to the offer of securities to the public and the admission of securities to trading on a regulated market
RBS	The Royal Bank of Scotland plc, a company incorporated in Scotland with registered number SC90312
RBS Facility	the facility made available to A.G. Barr pursuant to the RBS Facility Agreement
RBS Facility Agreement	the term loan and revolving credit facility agreement entered into between A.G. Barr and RBS on 4 August 2008, as amended and restated on 25 March 2011, details of which are set out in paragraph 15.1.3 of Part XII: "Additional Information"
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 Service	any of the services authorised from time to time by the FSA for the purposes of disseminating regulatory announcements
Remuneration Committee	the remuneration committee of the A.G. Barr Board from time to time
Resolutions	the resolutions to be proposed at the A.G. Barr General Meeting
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 or Sponsor	N.M. Rothschild & Sons Limited of New Court, St Swithin's Lane, London EC4N 8AL

Rubicon Acquisition	the acquisition of Groupe Rubicon Limited by A.G. Barr in August 2008
Rubicon Acquisition Agreement	the share purchase agreement dated 4 August 2008 between A.G. Barr and Diamonair Limited, Tsavolite Limited, Goshenite Limited, Zeolite Limited and others in relation to the Rubicon Acquisition
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 Britvic Court Meeting and the Britvic General Meeting
Scheme Record Time	6.00 p.m. on the Business Day immediately prior to the date of the Court Hearing
Scheme Voting Record Time	6.00 p.m. on the day which is two days before the date of the Britvic Court Meeting or, if the Britvic Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date set for the adjourned Britvic Court Meeting
SEC	the US Securities and Exchange Commission
Senior Managers	those persons identified as senior managers of the Combined Group if the Merger becomes Effective in Part IV: "Directors, Proposed Directors, Senior Managers and Corporate Governance"
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
UK Listing Authority or UKLA	the FSA acting in its capacity as the competent authority for listing under FSMA
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States of America, United States, USA or US	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
US Securities Act	the US Securities Act of 1933 and the rules and regulations promulgated thereunder (as amended)

Printed by RR Donnelley 421968