REG - Animalcare Group PLC - Proposed Acquisition of Ecuphar NV and Placing <Origin Href="QuoteRef">ANCR.L</Origin> - Part 7

AnimalcareAnnouncement

23/06/2017 07:08

- Part 7: For the preceding part double click  ID:nRSW9589If 

Commission or the Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction outside the United Kingdom. 
 
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to
forward a copy of this Announcement should seek appropriate advice before taking any action. 
 
By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement
in its entirety to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in
this Announcement. 
 
Details of the Placing 
 
The Joint Bookrunners have each today entered into the Placing and Admission Agreement pursuant to which, subject to the
conditions set out in such agreement, they have each agreed to use their respective reasonable endeavours to procure
subscribers for the New Placing Shares at the Placing Price with certain institutional and other investors. 
 
Panmure Gordon will also today enter into the Selling Shareholders' Agreement pursuant to which, subject to the conditions
set out in such agreement, it has agreed to use its reasonable endeavours to procure purchasers for the Sale Shares which
are intended to be sold by certain Selling Shareholders at the Placing Price with certain institutional and other
investors. 
 
No element of the Placing is underwritten. 
 
The Placing of the New Placing Shares is conditional upon the Placing and Admission Agreement becoming unconditional in all
respects. The Placing of the Sale Shares is conditional upon the Selling Shareholders' Agreement becoming unconditional in
all respects. 
 
The New Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully
paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and
other distributions declared or made following Admission. 
 
Application for Admission 
 
Application will be made to the London Stock Exchange for admission of the Placing Shares and the Enlarged Issued Share
Capital to trading on AIM. Admission is conditional upon, amongst other things, the conditions in the Placing and Admission
Agreement being satisfied and the Placing and Admission Agreement not having been terminated in accordance with its terms.
It is expected that Admission will become effective at 8.00 a.m. on 13 July 2017 and that dealings in the Placing Shares
will commence at that time. 
 
Bookbuild 
 
The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees.
This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing Shares. 
 
The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine. 
 
A Relevant Person who wishes to participate in the Bookbuild should communicate its bid by telephone to its usual sales
contact at either of the Joint Bookrunners. If successful, an allocation will be confirmed orally following the close of
the Bookbuild, and a conditional contract note will be dispatched as soon as possible thereafter. 
 
A Placee's acceptance of their Placing Participation shall be irrevocable and its obligations in respect thereof shall not
be capable of rescission or termination by it in any circumstance except fraud.  All such obligations are entered into by a
Placee with the Joint Bookrunners in their capacity as agent for the Company in respect of the New Placing Shares and with
Panmure Gordon as agent of the Selling Shareholders in respect of the Sale Shares and are therefore directly enforceable by
the Company and the Selling Shareholders. 
 
Participation in, and principal terms of, the Placing 
 
1.            The Joint Bookrunners are acting as agents of the Company in respect of the New Placing Shares. Panmure
Gordon will be acting as agent of certain Selling Shareholders in respect of the Sale Shares. 
 
2.            Participation in the Placing will only be available to Relevant Persons and others who may lawfully be, and
are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their affiliates are each entitled to
participate in the Placing as principal. 
 
3.            The minimum consideration to be provided by a Placee for their Placing Participation pursuant to the Placing
is EUR100,000. 
 
4.            The Placing Price and the number of Placing Shares will be agreed between the Company and Panmure Gordon
following completion of the Bookbuild exercise by the Joint Bookrunners. The Placing Price and number of Placing Shares
will be announced on a Regulatory Information Service following completion of the Bookbuild. 
 
5.            Each Placee's allocation will be confirmed to Placees orally by the relevant Joint Bookrunner, and a trade
confirmation or contract note will be dispatched as soon as possible thereafter. The oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of
the Joint Bookrunners and the Company, under which it agrees to subscribe for or acquire the number of Placing Shares
allocated to it at the Placing Price on the terms and conditions set out in this Announcement and in accordance with the
Company's articles of association. 
 
6.            The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 23 July 2017 but may be closed
earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners reserve the right to scale back the
number of Placing Shares to be subscribed for or acquired by any Placee in the event of an oversubscription under the
Placing. The Joint Bookrunners also reserve the right not to accept offers for Placing Shares or to accept such offers in
part rather than in whole. 
 
7.            Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to the Joint
Bookrunners as agents of the Company (in the case of both Joint Bookrunners) and as agent of the Selling Shareholders (in
the case of Panmure Gordon), to pay in cleared funds immediately on the settlement date in accordance with the registration
and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing
Shares that such Placee has agreed to subscribe for or acquire in connection with the Placing, conditional upon Admission
becoming effective. 
 
8.            Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below
under "Registration and Settlement". 
 
9.            Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating
in the Placing upon the terms and conditions contained in this Announcement, and to be providing the representations,
warranties, agreements, acknowledgements and undertakings, in each case as contained in this Announcement. 
 
10.          Completion of the Placing will be subject to the fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of
the Placing". In the event that the Placing and Admission Agreement does not become unconditional in all respects or is
terminated, the Placing will not proceed and all funds delivered by you to us in respect of your Placing Participation will
be returned to you at your risk without interest. The Placing of the Sale Shares will be conditional upon the Selling
Shareholders' Agreement becoming unconditional in all respects. 
 
11.          By participating in the Placing, each Placee will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by
the Placee. 
 
12.          To the fullest extent permissible by law, neither (i) the Joint Bookrunners, nor (ii) any of their respective
directors, officers, employees or consultants, nor (iii) to the extent not contained in (i) or (ii), any person connected
with the Joint Bookrunners as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an
"affiliate"), shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither of the Joint Bookrunners nor any of their affiliates shall have any liability (including
to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. 
 
Conditions of the Placing 
 
The obligations of the Joint Bookrunners under the Placing and Admission Agreement are conditional on, amongst other
things: 
 
the Placing and Admission Agreement having become unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; 
 
the Share Purchase Agreement (i) not having been terminated or varied or amended and (ii) having become unconditional in
all respects, save for any condition relating to the Placing and Admission Agreement becoming unconditional in accordance
with its terms (including, for the avoidance of doubt, Admission); 
 
the Admission Document having been posted to shareholders together with the Notice of Meeting; 
 
the Resolutions having been duly passed without amendment by the required majority at the General Meeting; 
 
the representations and warranties contained in the Placing and Admission Agreement being true, accurate and not misleading
in any material respect as at the date of the Placing and Admission Agreement and at all times up to and including
Admission; 
 
the Company having complied with all of its obligations under the Placing and Admission Agreement (to the extent such
obligations fall to be performed prior to Admission); and 
 
Admission taking place by 8.00 a.m. on 13 July 2017 (or such other later date as may be agreed between the parties). 
 
If any of the conditions contained in the Placing and Admission Agreement are not fulfilled (or waived) by the respective
time or date where specified or the Placing and Admission Agreement is terminated, the Placing will not proceed and the
Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect thereof. 
 
The Placing of the Sale Shares by Panmure Gordon pursuant to the Selling Shareholders' Agreement is conditional upon the
Selling Shareholders' Agreement having become unconditional in all respects and not having been terminated in accordance
with its terms prior to Admission. The Selling Shareholders' Agreement is conditional upon the Placing and Admission
Agreement becoming unconditional in accordance with its terms (other than in respect of any condition in relation to the
Selling Shareholders' Agreement becoming unconditional). 
 
The Joint Bookrunners and the Company may agree in writing to extend the time and/or date by which any of the conditions
contained in the Placing and Admission Agreement are required to be fulfilled to no later than 4.30 p.m. on the Long Stop
Date. 
 
The Joint Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company with
the whole or any part of any of the Company's obligations in relation to the conditions in the Placing and Admission
Agreement, to the extent permitted by law or regulations. Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement. 
 
None of the Joint Bookrunners, the Company or any other person shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they
may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners. 
 
Termination of the Placing 
 
The Joint Bookrunners (having first consulted with each other) are entitled, at any time before Admission, to terminate the
Placing and Admission Agreement by giving notice to the Company at any time prior to Admission if, amongst other things: 
 
a party (other than a Joint Bookrunner) fails, in any material respect, to comply with any of its obligations under the
Placing and Admission Agreement; or 
 
it comes to the notice of a Joint Bookrunner that any statement contained in any of the Admission Document, investor
presentation or this Announcement was untrue, incorrect or misleading at the date of such document in any respect which the
Joint Bookrunners (acting reasonably) consider to be material in the context of the Placing, Acquisition and/or Admission;
or 
 
it comes to the notice of a Joint Bookrunner that any statement contained in any of the Admission Document, investor
presentation or this Announcement has become untrue, incorrect or misleading in any respect which the Joint Bookrunners
(acting reasonably) consider to be material or that any matter which the Joint Bookrunners (acting reasonably) consider to
be material has arisen which would, if the Placing were made at that time, constitute a material omission therefrom; or 
 
it comes to the notice of a Joint Bookrunner that any of the warranties was not at the date of the agreement true and
accurate in any respect which the Joint Bookrunners (acting reasonably) consider to be material by reference to the facts
subsisting at the time when the notice referred to below is given; or 
 
it comes to the notice of a Joint Bookrunner that there has been, or will be, a breach or potential breach of the Share
Purchase Agreement including any of the warranties thereunder which is material or such Share Purchase Agreement is
otherwise terminated, rescinded or frustrated; or 
 
in the opinion of a Joint Bookrunner (acting reasonably) there shall have occurred any Material Adverse Change whether or
not foreseeable as at the date of the agreement; or 
 
the application by the Company for Admission is refused or rejected by the London Stock Exchange. 
 
Upon such termination, the parties to the Placing and Admission Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from their respective obligations under or pursuant to the
Placing and Admission Agreement subject to certain exceptions. 
 
Panmure Gordon will be entitled, at any time before Admission, to terminate the Selling Shareholders' Agreement by giving
notice to the Selling Shareholders at any time prior to Admission if: 
 
a Selling Shareholder fails, in any material respect, to comply with any of its obligations under the agreement; or 
 
it comes to the notice of Panmure Gordon that any of the warranties was not at the date of the agreement true and accurate
in any respect which Panmure Gordon (acting reasonably) considers to be material in the context of the Placing by reference
to the facts subsisting at the time when the notice referred to below is given; or 
 
it comes to the notice of Panmure Gordon that there has been, or will be, a breach or potential breach of the Share
Purchase Agreement and/or Placing and Admission Agreement including any of the warranties thereunder which is material or
such Share Purchase Agreement and/or Placing and Admission Agreement is otherwise terminated, rescinded or frustrated. 
 
By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any right of termination or
other discretion under the Placing and Admission Agreement and/or Selling Shareholders' Agreement (as the case may be)
shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to Placees and
that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise. 
 
No prospectus 
 
No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA in relation
to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement
released by the Company today. 
 
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person
(including but not limited to the investor presentation given by the Company in connection with its recent roadshow) and
none of Panmure Gordon, Degroof Petercam or the Company nor any other person will be liable for any Placee's decision to
participate in the Placing based on any other information, representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the Placing. 
 
Registration and Settlement 
 
The General Meeting, at which the Resolutions to grant the Directors authority to allot new Ordinary Shares on a
non-pre-emptive basis will be proposed, is scheduled for 10.00 a.m. on 12 July 2017. 
 
Admission is expected to become effective at 8.00 a.m. on 13 July 2017. 
 
Settlement of transactions in the Placing Shares following Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Company reserves the right to require
settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Joint
Bookrunners' opinion, delivery or settlement is not possible or practicable within the CREST system or would not be
consistent with the regulatory requirements in the Placee's jurisdiction. 
 
Each Placee allocated Placing Shares in the Placing will be sent a contract note (if affirmation is not sent
electronically) stating the number of Placing Shares to be allocated to it at the Placing Price and settlement
instructions. 
 
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it has in place with the Joint Bookrunners. Settlement
should be: 
 
·           through Degroof Petercam against: CREST ID: BH01, Account No.: 768125, BIC Code MIDLGB22 
 
·           through Panmure Gordon against: CREST ID: 83801. 
 
For the avoidance of doubt, Placing allocations will be booked with a trade date of 23 June 2017 and settlement date of 13
July 2017, the date of Admission. 
 
The Company will deliver the New Placing Shares to the CREST accounts operated by Degroof Petercam and Panmure Gordon as
agents for the Company and Degroof Petercam and Panmure Gordon will each enter its delivery (DEL) instruction into the
CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment. 
 
The Selling Shareholders will deliver the Sale Shares to the CREST account operated by Panmure Gordon. 
 
It is expected that settlement will take place on 13 July 2017, on a delivery versus payment basis. 
 
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set
out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners. 
 
Neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve
tax resulting from the transfer of shares to a Placee or its agent(s). 
 
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and
benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty
or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. 
 
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any
liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in
connection with the Placing. 
 
Representations and Warranties 
 
If any prospective Placee is not able to give the confirmations, representations, indemnities, warranties, undertakings and
acknowledgements contained in this Announcement then it should not act on the information contained herein. This
Announcement has not been nor is being issued by the Joint Bookrunners in their capacity as an authorised person nor has it
been approved by an authorised person and it may not therefore be subject to the controls which would apply if it were made
or approved as a financial promotion by an authorised person. 
 
Placees are reminded that they are agreeing to accept their Placing Participation solely on the basis of information
contained in this Announcement and other publicly available information. 
 
By participating in the Placing each Placee (and any person acting on such Placee's behalf): 
 
1              represents and warrants that it has read this Announcement in its entirety; 
 
2              confirms that the exercise by either of the Joint Bookrunners of any right of termination or any right of
waiver contained in the Placing and Admission Agreement and/or Selling Shareholders' Agreement, including without
limitation the right to terminate the Placing and Admission Agreement and/or Selling Shareholders' Agreement, is within the
absolute discretion of the relevant Joint Bookrunner and neither will have any liability to any Placee whatsoever in
connection with any decision to exercise or not to exercise any such rights; 
 
3              in respect of the New Placing Shares, acknowledges that if (i) any of the conditions in the Placing and
Admission Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing and Admission Agreement is
terminated or (iii) the Placing and Admission Agreement does not otherwise become unconditional in all respects, the
Placing will lapse and its rights and obligations hereunder shall cease and determine at such time and no claim shall be
made by any Placee in respect thereof; 
 
4              in respect of the Sale Shares, acknowledges that if (i) any of the conditions in the Selling Shareholders'
Agreement are not satisfied (or, where relevant, waived), or (ii) the Selling Shareholders' Agreement is terminated or
(iii) the Selling Shareholders' Agreement does not otherwise become unconditional in all respects, the Placing of the Sale
Shares will lapse and its rights and obligations hereunder shall cease and determine at such time and no claim shall be
made by any Placee in respect thereof; 
 
5              acknowledges that no prospectus has been or will be prepared in connection with the Placing and represents
and warrants that it has not received a prospectus in connection with the Placing or the Placing Shares; 
 
6              acknowledges that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required
to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the
"Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue
difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded
company without undue difficulty; 
 
7              acknowledges that (i) it is not and, if different, the beneficial owner of the Placing Shares is not and at
the time the Placing Shares are acquired will not be a resident of the United States, Australia, Canada, the Republic of
South Africa, the Republic of Ireland, Japan or New Zealand, and (ii) that the Placing Shares have not been and will not be
registered under the securities legislation of the United States, Australia, Canada, the Republic of South Africa, the
Republic of Ireland, Japan or New Zealand and, subject to certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, in or into those jurisdictions; 
 
8              acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that
none of Degroof Petercam, Panmure Gordon nor any person acting on their behalf has or shall have any liability for any
information, representation or statement contained in this Announcement or any information previously published by or on
behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in
committing itself to subscribe for or purchase the Placing Shares is contained in this Announcement and any information
previously published by the Company by notification to a Regulatory Information Service, such information being all that it
deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied
on any other information given or representations, warranties or statements made by any of the Joint Bookrunners or the
Company and none of Degroof Petercam, Panmure Gordon nor the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing; 
 
9              represents and warrants that neither it, nor the person specified by it for registration as a holder of
Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services); 
 
10           represents and warrants that it has complied with its obligations in connection with money laundering and
terrorist financing under applicable legislation, including if in the United Kingdom or otherwise applicable, the Proceeds
of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the
"Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded
by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request
for verification of identity the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may,
in their absolute discretion, terminate your Placing Participation in which event all funds delivered by you to the Joint
Bookrunners pursuant to this letter (if any) will be returned without interest to the account of the drawee bank or CREST
account from which they were originally debited; 
 
11           if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any
relevant implementing measure in any member state), represents and warrants that the Placing Shares subscribed for or
purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the
Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Joint
Bookrunners has been given to the proposed offer or resale; 
 
12           represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months
from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer
to the public in the United Kingdom within the meaning of section 85(1) of FSMA; 
 
13           represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to
persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member
state of the European Economic Area within the meaning of the Prospectus Directive (Directive 2003/71/EC) (including any
relevant implementing measure in any member state); 
 
14           represents and warrants that it has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21
of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA (if applicable) does not require
approval of the communication by an authorised person; 
 
15           represents and warrants that it has complied and will comply with all applicable provisions of FSMA with
respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom; 
 
16           represents and warrants that it is a person (i) if in the United Kingdom, falling within Article 19(5) and/or
Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (ii) if in
Belgium, is a qualified investor within the meaning of article 10 of the act of 16 June 2006 on public offerings; or (iii)
is a person to whom this Announcement may otherwise be lawfully communicated and that any offer of Placing Shares may only
be directed at persons to the extent in member states of the European Economic Area who are "qualified investors" within
the meaning of Article 2(1)(e) of the Prospectus Directive and represents and warrants that it is such a qualified investor
or is otherwise permitted to receive it; 
 
17           represents and warrants that it and any person acting on its behalf is entitled to subscribe for and purchase
the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that its, and any person
acting on its behalf's, subscription and/or purchase of the Placing Shares will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of the Company, or otherwise; 
 
18           represents and warrants, without prejudice to the generality of paragraph 17 above, either that it is outside
of the United States, it is not a "U.S. person" and is subscribing for or purchasing the Placing Shares in an "offshore
transaction" (within the meaning of Regulation S under the Securities Act); 
 
19           undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to
it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares
may be placed with other subscribers or purchasers or sold as the Joint Bookrunners may in their discretion determine and
without liability to such Placee; 
 
20           acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares
which it will be entitled, and required, to acquire in connection with the Placing, and that the Company or the Joint
Bookrunners may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than
the aforementioned maximum without the Placee's prior agreement; 
 
21           acknowledges that (i) neither of the Joint Bookrunners, nor any of their respective affiliates, nor any person
acting on behalf of either of them, is making any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it
is not and will not be a client of Degroof Petercam or Panmure Gordon for the purposes of the Placing and that the Joint
Bookrunners have no duties or responsibilities to it for providing the protections afforded to their clients or customers
or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing and Admission Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or exercise any termination right and (ii) that
neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to it
similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook
contained in the FCA's Handbook of Rules and Guidance, and that the Joint Bookrunners are not acting for it or its clients,
and that the Joint Bookrunners will not be responsible to any person other than the Company for providing protections
afforded to their clients; 
 
22           represents and warrants that the person whom it specifies for registration as holder of the Placing Shares
will be (i) itself or (ii) its nominee, as the case may be. Neither of the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify
the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to the
CREST stock accounts of Degroof Petercam and Panmure Gordon who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions; 
 
23           acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by
and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment
for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, Degroof Petercam or
Panmure Gordon in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange; 
 
24           acknowledges that Degroof Petercam and Panmure Gordon and their respective affiliates will rely upon the truth
and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable; 
 
25           agrees to indemnify and hold the Company, the Joint Bookrunners and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and
further agrees that the provisions of this Announcement shall survive after completion of the Placing; 
 
26           acknowledges that its commitment to acquire Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing
representations, warranties and confirmations are given for the benefit of the Company and the Joint Bookrunners; 
 
27           acknowledges that the agreement to settle a Placee's acquisition (and/or the acquisition by a person for whom
such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only
to the acquisition by it and/or such person direct from the Company for the Placing Shares in question. Such agreement
assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it, for registration as
holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be acquired by, a
person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, additional stamp duty or stamp duty reserve tax may be payable. In that
event the Placee agrees that it shall be responsible for such additional stamp duty or stamp duty reserve tax, and neither
the Company nor the Joint Bookrunners shall be responsible for such additional stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly; 
 
28           understands that no action has been or will be taken by any of the Company, the Joint Bookrunners or any
person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that purpose is required; 
 
29           confirms that it has knowledge and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares. It further confirms that
it is experienced in investing in securities of this nature in this sector, is familiar with the market in which the
Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to
sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks
involved; 
 
30           represents and warrants that it has (a) made its own assessment and satisfied itself concerning legal,
regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had
access to review publicly available information concerning the Enlarged Group that it considers necessary or appropriate
and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate
in connection with its subscription or purchase of the Placing Shares; and (d) made its investment decision based upon its
own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of
Degroof Petercam and Panmure Gordon or any of their Affiliates; 
 
31           understands that it may not rely on any investigation that Degroof Petercam and Panmure Gordon or any person
acting on their behalf may or may not have conducted with respect to the Company, its group, or the Placing and Degroof
Petercam and Panmure Gordon have not made any representation to it, express or implied, with respect to the merits of the
Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the
Company, its Group, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation
to it to subscribe for or purchase the Placing Shares. It acknowledges and agrees that no information has been prepared by
Degroof Petercam, Panmure Gordon or the Company for the purposes of this Placing; 
 
32           acknowledges that all representations, warranties, acknowledgements, undertakings and agreements which have
been made in this Announcement shall survive the transaction and the delivery of the Placing Shares; and 
 
33           represents, warrants and agrees that it will not hold Degroof Petercam, Panmure Gordon or any of their
respective affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from
any publicly available information relating to the Group or information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors relating to the Enlarged Group (the "Information") and that
none of Degroof Petercam, Panmure Gordon or any person acting on behalf of Degroof Petercam or Panmure Gordon, makes any
representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts
any responsibility for any of such Information. 
 
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on the subscription or purchase by them of any Placing
Shares or the agreement by them to subscribe for or purchase any Placing Shares. 
 
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Degroof Petercam, Panmure Gordon or
any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. 
 
Money laundering 
 
It is also a term of these terms and conditions that, to ensure compliance with the FCA Rules, the Proceeds of Crime Act
2002 and the Regulations (as applicable) the Joint Bookrunners may, in their absolute discretion, require verification of a
Placee's identity to the extent that it has not already provided the same.  Pending the provision to the Joint Bookrunners
of evidence of identity, definitive certificates in respect of the Placing Shares or the crediting of the relevant CREST
accounts may be retained or delayed at the Joint Bookrunners' absolute discretion. 
 
If within a reasonable time after a request for verification of identity, the relevant Joint Bookrunner has not received
evidence satisfactory to it, a Joint Bookrunner may, in its absolute discretion, terminate a Placee's Placing Participation
(but without prejudice to the Joint Bookrunners' rights or the Company's rights to take proceedings to recover any loss
suffered by either or both of them as a result of a failure to provide satisfactory evidence), in which event the monies
payable on acceptance of the relevant Placing Shares will, if paid, be returned without interest to the account of the bank
from which they were originally debited.  No Placing Shares will be placed with a Placee if before Admission its acceptance
of any Placing Shares is rejected pursuant to the Regulations.  The Joint Bookrunners will not be liable to a Placee or any
other person for any loss suffered or incurred as a result of the exercise of such discretion or as a result of any sale of
shares comprised in a Placee's Placing Participation. 
 
Law and jurisdiction 
 
These terms and conditions and any non-contractual obligations connected with them are governed by English law. 
 
All disputes arising under or in connection with these terms and conditions, or in connection with the negotiation,
existence, legal validity, enforceability or termination of these terms and conditions, regardless of whether the same
shall be regarded as contractual claims or not, shall be exclusively governed by and determined only in accordance with
English law. 
 
Placees irrevocably agree that the English courts are to have exclusive jurisdiction, and that no other court is to have
jurisdiction to: 
 
·           determine any claim, dispute or difference arising under or in connection with these terms and conditions or in
connection with the negotiation, existence, legal validity, enforceability or termination of these terms and conditions,
whether the alleged liability shall arise under English law or under the law of some other country and regardless of
whether a particular cause of action may successfully be brought in the English courts ("Proceedings"); or 
 
·           grant interim remedies, or other provisional or protective relief. 
 
Placees submit to the exclusive jurisdiction of such courts and accordingly any Proceedings may be brought against the
Placees or any of them or any of their respective assets in such courts. 
 
In considering this investment Placees should note that the Placing Shares are, or will be, traded on AIM, a market
designed primarily for emerging or smaller companies to which a higher investment risk than that associated with larger or
more established companies tends to be attached.  The rules of AIM are less demanding than those applicable to companies
listed on the Official List of the UK Listing Authority. 
 
The Company and the Joint Bookrunners draw Placees' attention expressly to the fact that the value of shares can fluctuate
in value in money terms, and accordingly that a Placee may not realise, on disposal by it of Placing Shares which it
acquires or subscribes for, the full amount of its investment. 
 
All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and
any person acting on behalf of the Placees of any changes. 
 
Past performance is no guide to future performance and persons needing advice should consult an independent financial
adviser. 
 
APPENDIX IV - ADDITIONAL DEFINITIONS 
 
The following definitions apply throughout this Announcement unless the context otherwise requires: 
 
 "Acquisition"                                 the proposed acquisition by the Company of the entire issued share capital of Ecuphar pursuant to the Share Purchase Agreement                                                                                                                                                                                                                                                                    
 "Admission"                                   admission of the Enlarged Issued Share Capital to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules                                                                                                                                                                                                                                                                    
 "Admission Document"                          means the admission document containing information relating to the Enlarged Group, the Acquisition and details of the Placing                                                                                                                                                                                                                                                                    
 "Affiliates"                                  any person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified                                                                                                                                                                                                                                   
 "AIM"                                         the market of that name operated by the London Stock Exchange                                                                                                                                                                                                                                                                                                                                     
 "AIM Rules"                                   the AIM Rules for Companies as published by the London Stock Exchange from time to time                                                                                                                                                                                                                                                                                                           
 "Alychlo NV"                                  Alychlo NV, a company registered in Belgium with registered number 0895.140.645 and whose registered office is at Lembergsesteenweg 19, 9820 Merelbeke, Belgium                                                                                                                                                                                                                                   
 "Announcement"                                means this announcement (including the Appendices to this announcement)                                                                                                                                                                                                                                                                                                                           
 "Articles"                                    the articles of association of the Company                                                                                                                                                                                                                                                                                                                                                        
 "Bookbuild"                                   the accelerated bookbuilding process launched immediately following this Announcement to conduct the Placing                                                                                                                                                                                                                                                                                      
 "CAGR"                                        compound annual growth rate                                                                                                                                                                                                                                                                                                                                                                       
 "Companies Act"                               the Companies Act 2006 (as amended)                                                                                                                                                                                                                                                                                                                                                               
 "Company" or "Animalcare"                     Animalcare Group plc                                                                                                                                                                                                                                                                                                                                                                              
 "Completion"                                  completion of the proposed acquisition of the entire issued share capital of Ecuphar, pursuant to the Share Purchase Agreement                                                                                                                                                                                                                                                                    
 "Concert Party"                               Ecuphar Invest NV, Alychlo NV and Jaak Cardon (as further detailed in paragraph 9 of Appendix I in this Announcement) who are deemed to be acting in concert for the purposes of the Takeover Code                                                                                                                                                                                                
 "Consideration"                               new Ordinary Shares to be allotted and issued by the Company, credited as fully paid, under the Share Purchase Agreement to the Vendors in consideration for the Acquisition                                                                                                                                                                                                                      
 "CREST"                                       the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited                                                                                                                                                                                 
 "CREST Regulations"                           the Uncertificated Securities Regulations 2001, including (i) any enactment or subordinate legislation which amends or supersedes those regulations; and (ii) any applicable rules made under those regulations                                                                                                                                                                                   
 "Degroof Petercam"                            Bank Degroof Petercam NV, the Company's Joint Bookrunner for the purposes of the Placing of the New Placing Shares                                                                                                                                                                                                                                                                                
 "Directors" or "Board"                        the directors of the Company, or any duly authorised committee thereof                                                                                                                                                                                                                                                                                                                            
 "EBITDA"                                      net profit plus finance expenses, less financial income, plus income taxes and deferred taxes, plus depreciation, amortisation and impairment                                                                                                                                                                                                                                                     
 "Ecuphar"                                     Ecuphar NV, a company registered in Belgium with registered number 0476.255.350 and whose registered office is at Legeweg 157 box I, 8020 Oostkamp, Belgium                                                                                                                                                                                                                                       
 "Ecuphar Group"                               Ecuphar and its subsidiaries at the date of this Announcement                                                                                                                                                                                                                                                                                                                                     
 "Ecuphar Invest NV"                           Ecuphar Invest NV, a company registered in Belgium with registered number 0476.250.994 and whose registered office is at Rijselstraat 29, 8200 Brugge, Belgium                                                                                                                                                                                                                                    
 "Enlarged Group"                              means the Group on Admission and as enlarged by the Acquisition                                                                                                                                                                                                                             

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