REG - Animalcare Group PLC - Proposed Acquisition of Ecuphar NV and Placing <Origin Href="QuoteRef">ANCR.L</Origin> - Part 8
23/06/2017 07:08
- Part 8: For the preceding part double click ID:nRSW9589Ig
"Enlarged Issued Share Capital" the issued ordinary share capital of the Company immediately following Admission (including the Existing Ordinary Shares, the Option Shares, the Consideration Shares and the New Placing Shares)
"Esteve" Laboratorios del Dr. Esteve, S.A.
"Euroclear UK & Ireland" Euroclear UK & Ireland Limited
"Executive Share Option Scheme" the Animalcare Group plc Executive Share Option Scheme 2008 adopted by the Company on 30 May 2008
"Existing Directors" the directors of the Company as at the date of this Announcement, being James Lambert, Iain Menneer, Chris Brewster, Lord Nick Downshire and Raymond Harding
"Existing Group" the Company and Animalcare Limited
"Existing Issued Share Capital" the 21,222,110 Ordinary Shares in issue as at the date of this Announcement
"Existing LTIP" the Animalcare Limited Long Term Incentive Plan adopted on 20 June 2014
"Existing Ordinary Shares" the Ordinary Shares in issue at the date of this Announcement
"FCA" the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA
"Force Majeure" means any unforeseen circumstance not within the reasonable control of the affected party including, without limitation, any strike, civil commotion, act of terrorism, riot, war, threat of war, political upheaval and any fire, explosion, storm, flood, earthquake or other natural physical disaster
"FSMA" the Financial Services and Markets Act of 2000 (as amended).
"General Meeting" the general meeting of the Company to be held at the offices of Squire Patton Boggs (UK) LLP at 7 Devonshire Square, London EC2M 4YH at 10.00 a.m. on 12 July 2017, or any adjournment thereof, notice of which will be set out in the Notice of Meeting
"Group" the Company, its subsidiaries and its subsidiary undertakings
"Independent Directors" James Lambert and Raymond Harding
"Independent Shareholders" the Shareholders, other than the Selling Shareholders and any person acting in concert with them (including any members of their immediate families, related trusts or connected persons) who holds Ordinary Shares
"ISIN" international security identification number
"Joint Bookrunners" together, Panmure Gordon and Degroof Petercam
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 25 July 2017
"Majority Vendors" Ecuphar Invest NV and Alychlo NV
"Material Adverse Change" means any adverse change, or any development reasonably likely to involve an adverse change, in the condition (financial, operational, legal or otherwise), earnings, business, management, property, assets, rights, results, operations or prospects of the Company or the Enlarged Group which, taken as a whole, is material in the context of the Placing, Acquisition and Admission;
"New LTIP" the Animalcare Group plc Long Term Incentive Plan 2017 adopted by the Board on 22 June 2017
"New Placing Shares" the new Ordinary Shares to be subscribed for by Placees pursuant to the Placing
"Notice of Meeting" the notice convening the General Meeting set out in the Admission Document
"Official List" the Official List of the UK Listing Authority
"Options" rights to acquire (whether by subscription or market purchase) Ordinary Shares
"Option Shares" new Ordinary Shares which are intended to be issued by the Company to certain persons who intend to exercise certain of their Options or the exchange of shares in Animalcare Limited
"Ordinary Shares" ordinary shares of 20 pence each in the capital of the Company
"OTC" over the counter
"Panel" the UK Panel on Takeovers and Mergers
"Panmure Gordon" Panmure Gordon (UK) Limited, the Company's nominated adviser and Joint Bookrunner
"Participating Directors" Iain Menneer, Chris Brewster and Lord Nick Downshire
"Placees" subscribers or purchasers of the Placing Shares pursuant to the Placing
"Placing" the conditional placing of (i) the New Placing Shares at the Placing Price by the Joint Bookrunners as agents for and on behalf of the Company pursuant to the terms of the Placing and Admission Agreement; and (ii) the Sale Shares at the Placing Price by Panmure Gordon as agent for and on behalf of the Selling Shareholders pursuant to the terms of the Selling Shareholders' Agreement
"Placing and Admission Agreement" the conditional agreement dated 23 June 2017 between (i) the Company; (ii) each of the Joint Bookrunners; (iii) the Directors; (iv) the Proposed Directors; and (v) the Majority Vendors relating to the Placing, further details of which are set out in this Announcement
"Placing Participation" a Placee's allocation of Placing Shares in the Bookbuild
"Placing Price" the price per Placing Share, as will be agreed between the Company and the Joint Bookrunners at the close of the Bookbuild
"Placing Shares" the New Placing Shares and the Sale Shares
"Proposed Directors" Jan Boone, Chris Cardon, Walter Beyers, Marc Coucke and Edwin Torr
"Prospectus Directive" EU Directive 2003/71/EC
"Proxy Form" the form of proxy enclosed with the Admission Document for use by Shareholders in connection with the General Meeting
"Regulatory Information Service" any of the services set out on the list maintained by the London Stock Exchange as set out in the AIM Rules
"Resolutions" the resolutions to be proposed at the General Meeting as set out in the Notice of Meeting
"Rothschild" N M Rothschild & Sons Limited
"Rule 9 Waiver" the conditional waiver by the Panel of the obligation that would otherwise arise on the Concert Party to make a general offer to all Shareholders pursuant to Rule 9 of the Takeover Code as a result of the allotment and issue of the Consideration Shares or which may arise on the Concert Party
"Sale Shares" the Ordinary Shares (including certain of the Option Shares) intended to be sold by the Selling Shareholders pursuant to the Placing
"Savings Related Share Option Scheme" the Animalcare Group plc Savings Related Share Option Scheme adopted by the Company on 12 September 2006
"Selling Shareholders" certain Shareholders who intend to sell Sale Shares under the Placing
"Selling Shareholders' Agreement" the conditional agreement to be dated today's date between the Company, the Selling Shareholders and Panmure Gordon relating to the sale of the Sale Shares by Panmure Gordon on behalf of the Selling Shareholders
"Shareholders" holders of Ordinary Shares
"Share Purchase Agreement" the share purchase agreement dated 23 June 2017 and entered into between, among others, (1) the Vendors and (2) the Company, in respect of the Acquisition
"subsidiary" has the meaning given to it in section 1159 of the Companies Act
"Takeover Code" the City Code on Takeovers and Mergers published by the Panel
"TIDM" tradable investment display mnemonic
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority" the FCA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
"uncertificated" or "in uncertificated form" recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"Underlying EBITDA" EBITDA adjusted for non-recurring items
"United States" or "USA" United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction
"Vendors" Alychlo NV, Ecuphar Invest NV and the minority shareholders of Ecuphar, as set out in the Share Purchase Agreement
"Whitewash Resolution" the resolution proposed to be passed at the General Meeting, which relates to the Rule 9 Waiver
APPENDIX V - EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of Admission Document On or around 23 June 2017
Latest time and date for lodging CREST voting instructions 10.00 am on 10 July 2017
Latest time and date for lodging forms of proxy for the AnimalcareGeneral Meeting 10.00 am on 10 July 2017
Animalcare General Meeting 10.00 am on 12 July 2017
Expected time and date of cancellation of trading on AIM of theExisting Ordinary Shares 7.00 am on 13 July 2017
Expected time and date of completion of the Acquisition 8.00 am on 13 July 2017
Expected time and date of Admission and commencement ofdealings in the Enlarged Issued Share Capital on AIM 8.00 am on 13 July 2017
Expected date for CREST accounts to be credited (where applicable) 13 July 2017
Expected despatch of definitive share certificates (where applicable) 27 July 2017
Note:
The times and dates in this timetable may be subject to change which will be notified on a Regulatory Information Service.
All references to times in this timetable are to London time.
This information is provided by RNS
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