REG - Animalcare Group PLC - Proposed Secondary Placing

AnimalcareAnnouncement

08/07/2021 13:00

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RNS Number : 6518E  Animalcare Group PLC  08 July 2021

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF ANIMALCARE GROUP PLC IN THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN

 

ANIMALCARE GROUP PLC

(the "Group" or the "Company")

 

Proposed Accelerated Bookbuild in Animalcare Group plc to sell up to 13.8
million shares

 

Proposed PDMR dealing

 

8 July 2021.  Animalcare Group plc (AIM: ANCR), the international animal
health business, announces that it has been notified by Ecuphar Invest NV
("Seller") of its intention to sell up to 13,857,213 ordinary shares in the
capital of the Company (the "Placing" and the "Placing Shares") at a price of
285 pence per Placing Share ("Placing Price"). The Placing Price represents a
c. 20 per cent. discount to the closing price of 356 pence per share on 7 July
2021. Any remainder of the Company's ordinary shares held by the Seller
following the Placing will be subject to a lock-up which ends 180 days after
completion of the Placing (subject to waiver by the Joint Bookrunners and to
certain customary exceptions).

Panmure Gordon (UK) Ltd ("Panmure Gordon") and Stifel Nicolaus Europe Limited
("Stifel) (together the "Bookrunners") are acting as joint bookrunners to the
Placing.

The Placing Shares are being offered by way of an accelerated bookbuild (the
"Placing"), which will be launched immediately following this announcement.

The final number of Placing Shares to be placed will be agreed by Panmure
Gordon, Stifel and the Seller at the close of the bookbuild process.  The
timing of the closing of the Bookbuild and the distribution of allocations are
at the discretion of the Bookrunners and a further announcement confirming
these details is expected to be made in due course. The Bookrunners reserve
the right to close the Bookbuild without further notice. The Placing is
subject to demand, price and market conditions. There can be no certainty that
the Placing will complete. Animalcare Group will not receive any of the
proceeds of the Placing.

The Seller has entered into an agreement with Panmure Gordon and Stifel in
relation to the Placing.

Proposed PDMR Dealings

The Seller is a company founded and controlled by Chris Cardon, a
non-Executive Director of the Company.

A number of Directors of the Company and their associated parties (including
Alychlo NV, an entity controlled by Marc Coucke, a non-executive director of
the Company) have indicated their intention to purchase Placing Shares at the
Placing Price. Further details will be announced following close of the
bookbuild process.

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014.

For further information, please contact:

 

 Animalcare Group plc
 Chris Brewster, Chief Financial Officer and Company Secretary  +44 (0)1904 487 687

                                                                communications@animalcaregroup.com (mailto:communications@animalcaregroup.com)

 Stifel Nicolaus Europe Limited                                 +44 (0)20 7710 7600

 (Nominated Adviser & Joint Broker)
 Ben Maddison

 Fred Walsh

 Nick Adams
 Panmure Gordon                                                 +44 (0)20 7886 2500

 (Joint Broker)
 Corporate Finance:

 Freddy Crossley/Emma Earl

 Corporate Broking:

 Rupert Dearden

 

 

Important Notice

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE  (1) IF IN
ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS
("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2 (E) OF REGULATION (EU)
2017/1129; OR (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS (FOR THE
PURPOSES OF REGULATION (EU) 2017/1129 AS IT IS IN FORCE IN THE UK BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY
OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING
THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer of, or the
solicitation of an offer to acquire or dispose of securities in the United
States, Canada, Australia, South Africa or Japan or in any other
jurisdiction in which such an offer or solicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or under the
 securities laws of any state or other jurisdiction of the United States, and
absent registration, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities laws of any
relevant state or other jurisdiction of the United States. There will be no
public offering of the Placing Shares in the United States or elsewhere.
Subject to certain exemptions, the Placing Shares are being offered and sold
outside of the United States in "offshore transactions" within the meaning of,
and in reliance on, the safe harbour from the registration requirements under
the Securities Act provided by Regulation S promulgated thereunder.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been independently
verified by the Seller, Panmure Gordon or Stifel or any of their respective
affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United
States (including its territories and possessions, any state of the United
States and the District of Columbia), Canada, Australia, South
Africa or Japan. The distribution of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession this document
or other information referred to herein comes should inform themselves about
and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Seller, Panmure Gordon or Stifel or any of their respective
affiliates that would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction or possession or distribution of this
announcement or any other offering or publicity material relating to the
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Seller, Panmure Gordon and Stifel to inform themselves about and to observe
any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information
contained in the announcement or on its completeness and this announcement
should not be considered a recommendation by Panmure or Stifel in relation to
any purchase of, or subscription for securities of Animalcare.

Panmure Gordon, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom is acting only for Charles Stanley & Co
Ltd (which is the nominee holder of the shares) and no-one else in connection
with the Placing.  It will not regard any other person as its client in
relation to the Placing and will not be responsible to anyone other than
Charles Stanley & Co Ltd for providing the protections offered to its
clients nor for providing advice in relation to the Placing or any matters
referred to in this announcement.

Stifel, which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom is acting only for the Seller and no-one else in
connection with the Placing.  It will not regard any other person as its
client in relation to the Placing and will not be responsible to anyone other
than the Seller for providing the protections offered to its clients nor for
providing advice in relation to the Placing or any matters referred to in this
announcement.

Panmure Gordon or Stifel and their affiliates acting as an investor for their
own account may participate in the Placing on a proprietary basis and in that
capacity may retain, purchase or sell for their own account such Placing
Shares. In addition they may enter into financing arrangements and swaps with
investors in connection with which they may from time to time acquire, hold or
dispose of Placing Shares. Neither Panmure Gordon nor Stifel intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.

Neither Panmure Gordon nor Stifel nor any of their directors, unlimited
partners, officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any information relating to Animalcare or its subsidiaries or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise arising in
connection therewith.

Neither the Seller nor any of its directors, managers, partners, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement) or any
information relating to Animalcare or its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of this announcement or its contents or otherwise arising in
connection therewith.

 Solely for the purposes of: (a) in the UK, Paragraph 3.2.7R regarding the
responsibilities of UK Manufacturers under the Product Governance requirements
contained within Chapter 3 of the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK Product Governance Requirements"); and
(b) in the EEA, (i) EU Directive 2014/65/EU on markets in financial
instruments, as amended ("MiFID II"); (ii) Articles 9 and 10 of Commission
Delegated Directive EU 2017/593 supplementing MiFID II; and (iii) local
implementing measures (together, the "EU Product Governance Requirements" and
the UK Product Governance Requirements and the EU Product Governance
Requirements are together, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of (a)
retail investors, (b) investors who meet the criteria of professional clients
and (c) eligible counterparties, each as defined in Product Governance
Requirements; and (ii) eligible for distribution through all distribution
channels as are permitted by the Product Governance Requirements(the "Target
Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.  The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions to
the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Panmure Gordon or Stifel will only procure investors who meet the
criteria of professional clients or eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the
Product Governance Requirements; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

This document includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future events and
assumptions relating to the Company's business, in particular from changes in
political conditions, economic conditions, evolving business strategy, or the
retail industry. No assurances can be given that the forward-looking
statements in this document will be realised. As a result, no undue reliance
should be placed on these forward-looking statements as a prediction of actual
results or otherwise.

 

 

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