REG - Animalcare Group PLC - Publication of the Scheme Document

AnimalcareAnnouncement

12/05/2026 17:30

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RNS Number : 0465E  Animalcare Group PLC  12 May 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

12 May 2026

RECOMMENDED ACQUISITION

of

ANIMALCARE GROUP PLC ("Animalcare")

by

CCP PAW 2 LIMITED ("Bidco")

(a wholly-owned subsidiary of funds managed or advised by Charterhouse Capital
Partners LLP)

 

to be implemented by way of a scheme of arrangement under Part 26 of the
Companies Act 2006

 

Publication of the Scheme Document and expected timetable of principal events

Introduction

On 16 April 2026, the boards of Animalcare and Bidco announced that they had
reached agreement on the terms and conditions of a recommended acquisition
pursuant to which Bidco will acquire the entire issued, and to be issued,
share capital of Animalcare (the "Acquisition").

The Acquisition will be implemented by means of a Court-sanctioned scheme of
arrangement between Animalcare and the Scheme Shareholders under Part 26 of
the Companies Act (the "Scheme").

Capitalised terms used in this announcement, unless otherwise defined, have
the meaning given to them in the Scheme Document.

Publication of the Scheme Document

Animalcare is pleased to announce that it has today published a shareholder
circular in relation to the Scheme (the "Scheme Document") setting out,
amongst other things, a letter from the Non-Executive Chair of Animalcare, an
explanatory statement pursuant to section 897 of the Companies Act, the full
terms and conditions of the Acquisition and the Scheme, a summary of the
Alternative Offer, an estimate of the value of each Aggregator Interest, an
expected timetable of principal events, notices of the Court Meeting and
General Meeting and details of the actions to be taken by Animalcare
Shareholders.

The Scheme Document is available (subject to certain restrictions relating to
persons in Restricted Jurisdictions) on Animalcare's website at
https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/
(https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/)
. The contents of Animalcare's website are not incorporated into, and does not
form part of, this announcement.

Hard copies of the Scheme Document (or, depending on Animalcare Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and General Meeting and Form of Election (for certificated holders)
are being posted to Animalcare Shareholders subject to certain restrictions
relating to persons resident in or located in Restricted Jurisdictions. The
Scheme Document will also be made available, for information only, to
participants in the Animalcare Share Plan and persons with information rights.

Action Required

As further described in the Scheme Document, before the Court is asked to
sanction the Scheme and in order for the Scheme to become Effective, the
Scheme will require: (i) the approval of a majority in number of the Scheme
Shareholders present and voting (and entitled to vote), either in person or by
proxy at the Court Meeting, representing not less than 75 per cent. in value
of the Scheme Shares held by such Scheme Shareholders present and voting at
the Court Meeting; and (ii) the passing of the Special Resolution by the
requisite majority of Animalcare Shareholders at the General Meeting. The
Scheme is also subject to the satisfaction or (where applicable) waiver of the
Conditions and further terms that are set out in the Scheme Document.

The Court Meeting and the General Meeting are to be held at the offices of
Squire Patton Boggs (UK) LLP at 60 London Wall, London, EC2M 5TQ on 8 June
2026. The Court Meeting is scheduled to commence at 10.30 a.m. and the General
Meeting is scheduled to commence at 10.45 a.m. (or as soon thereafter as the
Court Meeting concludes or is adjourned). Notices of the Court Meeting and the
General Meeting are set out in Parts Twelve and Thirteen, respectively, of the
Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Animalcare Shareholders before the relevant Meetings,
by an announcement through a Regulatory Information Service.

It is important, for the Court Meeting in particular, that as many votes as
possible are cast (whether in person or by proxy) so that the Court may be
satisfied that there is a fair representation of opinion of Scheme
Shareholders. Scheme Shareholders and Animalcare Shareholders are therefore
strongly advised to sign and return their Forms of Proxy (by post) or transmit
a proxy appointment and voting instruction (electronically online via the
relevant Investor Centre or the CREST Electronic Proxy Appointment Service for
the Court Meeting) as soon as possible and, in any event, by no later than
10.30 a.m. on 4 June 2026 in respect of the Court Meeting and 10.45 a.m. on 4
June 2026 in respect of the General Meeting in accordance with the
instructions set out in the Scheme Document and the Forms of Proxy.
Institutional investors may also be able to appoint a proxy electronically via
the Proxymity platform. Instructions in relation to voting and the completion
of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders
and Animalcare Shareholders are also strongly encouraged to appoint "the Chair
of the meeting" as their proxy.

Animalcare Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.

Recommendation

The Animalcare Directors, who have been so advised by Stifel as to the
financial terms of the Cash Offer, consider the terms of the Cash Offer to be
fair and reasonable. In providing their advice to the Animalcare Directors,
Stifel has taken into account the commercial assessments of the Animalcare
Directors. Stifel is providing independent financial advice to the Animalcare
Directors for the purposes of Rule 3 of the Takeover Code.

The Animalcare Directors consider the Acquisition to be in the best interests
of Animalcare and Animalcare Shareholders as a whole. Accordingly, the
Animalcare Directors unanimously recommend that Scheme Shareholders vote in
favour of the Scheme at the Court Meeting and Animalcare Shareholders vote in
favour of the Special Resolution at the General Meeting as the Animalcare
Directors have irrevocably undertaken to do in respect of their own beneficial
holdings of Animalcare Shares (and those Animalcare Shares over which they
have control), being, in aggregate, 16,118,007 Animalcare Shares (representing
approximately 23.3 per cent. of the existing issued ordinary share capital of
Animalcare) as at the Latest Practicable Date.

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in the
Scheme Document and is also reproduced in the appendix to this announcement.
Subject to the requisite approval of Scheme Shareholders at the Court Meeting
and of Animalcare Shareholders at the General Meeting, the satisfaction or
waiver (if capable of waiver) of the other Conditions set out in the Scheme
Document and the sanction of the Scheme by the Court at the Sanction Hearing,
the Scheme is currently expected to become Effective in the third calendar
quarter of 2026. Animalcare will make further announcements as appropriate
with such announcements being available on Animalcare's website at
https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/
(https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/)
.

Cancellation of admission to trading on AIM of Animalcare Shares

Prior to the Effective Date, it is intended that an application will be made
to the London Stock Exchange for admission of the Animalcare Shares to trading
on AIM to be cancelled with effect shortly following the Effective Date. The
last day of dealings in Animalcare Shares on AIM is expected to be one
Business Day following the date of the Sanction Hearing.

Information for Animalcare Shareholders and helpline

If you have any questions relating to this announcement or the completion and
return of your Forms of Proxy, please contact Animalcare's registrar, MUFG
Corporate Markets, on 0371 664 0321 (or +44 371 664 0321 from overseas). Calls
are charged at the standard geographic rate and will vary by provider. Calls
to the Shareholder Helpline from outside the UK will be charged at applicable
international rates. The Shareholder Helpline is open between 9:00 a.m. and
5:30 p.m., Monday to Friday excluding public holidays in England and Wales.
Please note that MUFG Corporate Markets cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and training
purposes.

 Enquiries
 Animalcare                                                                    +44 (0) 1904 487 687

 Jennifer Winter (Chief Executive Officer)

 Chris Brewster (Chief Financial Officer)                                      communications@animalcaregroup.com (mailto:communications@animalcaregroup.com)

Media/Investor Relations
 Alma Strategic Communications (PR Adviser to Animalcare)                      +44 (0) 20 3405 0205
 Caroline Forde

Kinvara Verdon                                                               animalcare@almastrategic.com

 Rose Docherty
 Stifel Nicolaus Europe Limited (Financial Adviser, Rule 3 Adviser, Nominated  +44 (0) 20 7710 7600
 Adviser and Joint Broker to Animalcare)

 Ben Maddison

 Charles Hoare

 Jason Grossman

 Francis North

 Ben Good

 Kate Hanshaw
                                                                               +44 (0) 20 7886 2500
 Panmure Liberum (Joint Broker to Animalcare)

Emma Earl

 Freddy Crossley

 Rupert Dearden
 Charterhouse
 Haitham Nasri (Partner)                                                       +44 (0) 20 7334 5300

 Stephan Morgan (Partner)
 Rothschild & Co (Financial Adviser to Charterhouse and Bidco)                 +44 (0) 20 7280 5000

 Julian Hudson

 Dimitrios Iroidis

 Ashley Southcott
 Prosek (PR Adviser to Charterhouse)                                           pro-charterhouse@prosek.com (mailto:pro-charterhouse@prosek.com)

 Matthieu Roussellier

 Kate Pledger

Allen Overy Shearman Sterling LLP is acting as legal adviser to Charterhouse
and Bidco. Squire Patton Boggs (UK) LLP is acting as legal adviser to
Animalcare.

Important Notices

This announcement is for information purposes only. It does not constitute an
offer or form part of any offer or an invitation to purchase, subscribe for,
sell or issue, any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation is unlawful.
This announcement does not comprise a prospectus or a prospectus exempted
document. The Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is, with the consent of the Takeover Panel,
implemented by way of an Offer, the Offer Document) which contains the full
terms and Conditions of the Acquisition, including details of how to vote in
favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting.

Financial advisers

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Animalcare and no-one else in connection with the
Acquisition and other matters referred to in this announcement and will not be
responsible to anyone other than Animalcare for providing the protections
afforded to clients of Stifel nor for providing advice in relation to the
Acquisition or any other matter referred to in this announcement. Neither
Stifel nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Stifel
in connection with this announcement.

Panmure Liberum, which is authorised and regulated in the United Kingdom by
the FCA, is acting exclusively for Animalcare and no-one else in connection
with the Acquisition and other matters referred to in this announcement and
will not be responsible to anyone other than Animalcare for providing the
protections afforded to clients of Panmure Liberum nor for providing advice in
relation to the Acquisition or any other matter referred to in this
announcement. Neither Panmure Liberum nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Panmure Liberum in connection with this
announcement.

Rothschild & Co, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for Bidco and Charterhouse in connection
with the matters set out in this announcement and for no one else and will not
be responsible to anyone other than Bidco and Charterhouse for providing the
protections afforded to its clients or for providing advice in relation to the
matters set out in this announcement. Neither Rothschild & Co, nor any of
its subsidiaries, branches or affiliates, owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Rothschild & Co in connection with this announcement.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulation. No
action has been taken by Animalcare or Bidco to obtain any approval,
authorisation or exemption to permit the possession or distribution of this
announcement in any jurisdiction, other than in the United Kingdom.

The implications of the Scheme and the Acquisition for Overseas Shareholders
may be affected by the laws and/or regulations of jurisdictions outside the
United Kingdom. Overseas Shareholders should inform themselves about, and
observe, any applicable legal or regulatory requirements. It is the
responsibility of any Overseas Shareholders to satisfy themselves as to the
full observance of the laws and regulations of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental, exchange
control or other consents which may be required, the compliance with other
necessary formalities and the payment of any issue, transfer or other taxes or
duties or payments due in such jurisdiction. Any failure to comply with such
restrictions or requirements may constitute a violation of the securities laws
of any such jurisdiction.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
such documents in, into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of the Acquisition. If
the Acquisition is implemented by way of an Offer (unless otherwise permitted
by applicable law and regulation), the Offer may not be made directly or
indirectly, in, into or from, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission or telephone) of interstate or foreign commerce of, or
of any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.

This announcement has been prepared for the purposes of complying with English
law, the Takeover Code, the rules of the London Stock Exchange and the AIM
Rules and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws and regulations of any jurisdiction outside the United Kingdom.

Further details in relation to Overseas Shareholders are set out in the Scheme
Document.

Notice to US holders of Animalcare Shares

Neither the United States Securities and Exchange Commission nor any other US
federal or state securities commission or regulatory authority has reviewed,
approved or disapproved this announcement, any of the proposals described in
this announcement or passed an opinion on the accuracy or the adequacy of this
announcement. Any representation to the contrary is a criminal offence in the
United States.

The Acquisition relates to shares of an English company and is being effected
by means of a scheme of arrangement under the laws of England and Wales. The
scheme of arrangement is not subject to the proxy solicitation or tender offer
rules under the US Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules. Bidco reserves the right, subject to the
consent of the Takeover Panel to implement the Acquisition by means of a
Takeover Offer, as an alternative to the Scheme. If Bidco were to elect to
implement the Acquisition by means of a Takeover Offer, such Takeover Offer
will be made in compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such an
Offer would be made in the United States by Bidco and no one else. In addition
to any such Offer, Bidco, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in Animalcare outside such Offer during the period in which
such Offer would remain open for acceptance. If such purchases or arrangements
to purchase were to be made they would be made outside of the United States
and would comply with applicable law and regulation, including the US Exchange
Act. Any information about such purchases will be disclosed as required in the
UK, will be reported to a Regulatory Information Service and will be available
on the London Stock Exchange website www.londonstockexchange.com.

The Aggregator Interests which may be issued under the Alternative Offer have
not been and will not be registered under the Securities Act, or under the
relevant securities laws of any state or territory of the US. Accordingly, the
Aggregator Interests may not be offered or sold in the US, except in a
transaction not subject to, or in reliance on an applicable exemption from,
the registration requirements of the Securities Act and any applicable state
securities laws. It is anticipated that any Aggregator Interests issued
pursuant to the Alternative Offer will be issued in reliance upon the
exemption from the registration requirements of the Securities Act provided by
Section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts
securities issued in specified exchange transactions from the registration
requirement under the Securities Act where, among other things, the fairness
of the terms and conditions of the issuance and exchange of such securities
have been approved by a court or governmental authority expressly authorised
by law to grant such approval, after a hearing upon the fairness of the terms
and conditions of the exchange at which all persons to whom the Aggregator
Interests are proposed to be issued have the right to appear; and receive
adequate and timely notice thereof.

The receipt of cash pursuant to the Acquisition by a direct or indirect US
holder as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each Animalcare Shareholder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to him or her.

 

It may be difficult for US Animalcare Shareholders to enforce their rights and
claims arising out of US federal securities laws, since Bidco and Animalcare
are located in countries other than the United States, and some or all of
their officers and directors may be residents of countries other than the
United States. US Animalcare Shareholders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Charterhouse, Bidco or its nominees and brokers (acting as
agents) may from time to time make certain purchases of, or arrangements to
purchase shares or other securities  in Animalcare outside of the US, other
than pursuant to the Acquisition, until the date on which the Acquisition
and/or the Scheme becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase shall be disclosed as required in the
United Kingdom, shall be reported to a Regulatory Information Service and
shall be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) .

No profit forecasts or estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast or estimate
for any period or a quantified financial benefits statement and no statement
in this announcement should be interpreted to mean that earnings or earnings
per share for Bidco or Animalcare, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Bidco or Animalcare, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror, save to the extent
that these details have previously been disclosed under Rule 8 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover
Code applies must be made by no later than 3.30 p.m. (London time) on the
business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk
(https://www.thetakeoverpanel.org.uk/disclosure/disclosure-table) , including
details of the number of relevant securities in issue, when the Offer Period
commenced and when any offeror was first identified. You should contact the
Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in
any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

Cautionary note regarding forward looking statements

This announcement may contain certain statements which are, or may be deemed
to be, forward looking statements with respect to the financial condition,
results of operations and business of Animalcare or the Animalcare Group and
Bidco, or the Bidco Group and certain plans and objectives of the Animalcare
Board and the Bidco Board. These forward looking statements can be identified
by the fact that they do not relate to historical or current facts. Forward
looking statements often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of similar meaning. These statements are based
on assumptions and assessments made by the Animalcare Board and the Bidco
Board in the light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors
they believe appropriate. By their nature, forward looking statements involve
risk and uncertainty and the factors described in the context of such forward
looking statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward looking statements.

Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described in this announcement. Except as required by the Takeover
Panel, the FCA, the London Stock Exchange,the AIM Rules, or any other
applicable law and/or regulation, Animalcare and Bidco assume no obligation to
update or correct the information contained in this announcement.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended from time to time) if you are resident in the
United Kingdom or, if not, from another appropriately authorised independent
financial adviser if you are taking advice in a territory outside the United
Kingdom.

Electronic communications

Animalcare Shareholders and participants in the Animalcare Share Plan should
note that addresses, electronic addresses and certain other information
provided by them and other relevant persons for the receipt of communications
from Animalcare may be provided to Bidco during the Offer Period as required
under section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c)
of the Takeover Code.

Publication on websites and availability of hard copies

Pursuant to Rule 26.1 of the Takeover Code, a copy of this announcement and
other documents in connection with the Acquisition will be available free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at Bidco's and Animalcare's websites at
https://paw.charterhouse.co.uk/ (https://paw.charterhouse.co.uk/) and
https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/
(https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/)
respectively promptly following the publication of this announcement and in
any event by no later than 12 noon on the business day following this
announcement until the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is
not incorporated into and does not form part of this announcement.

In accordance with Rule 30.3 of the Takeover Code, Animalcare Shareholders,
participants in the Animalcare Share Plan and persons with information rights
may, subject to applicable securities laws, request a hard copy of the Scheme
Document and any information incorporated into it by reference to another
source, free of charge, by contacting the Company's registrars, MUFG Corporate
Markets ("MUFG"). MUFG can be contacted by telephone on 0371 664 0321 (or +44
(0)371 664 0321 from overseas) or by submitting a request in writing to MUFG
Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street,
Leeds, LS1 4DL, with an address to which the hard copy may be sent. Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 9.00 a.m. and 5.30 p.m. (London time), Monday to
Friday (excluding public holidays in England and Wales).

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Time

All references to time in this announcement are to London time, unless
otherwise stated.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event                                                                           Time and/or date
 Latest time for lodging Forms of Proxy and registering proxy appointments:
 Court Meeting (blue Form of Proxy)                                              10:30 a.m. on 4 June 2026
 General Meeting (white Form of Proxy)                                           10:45 a.m. on 4 June 2026
 Voting Record Time for the Court Meeting and General Meeting                    6:00 p.m. on 6 June 2026
 Court Meeting                                                                   10:30 a.m. on 8 June 2026
 General Meeting                                                                 10:45 a.m. on 8 June 2026
 The following dates are indicative only and are subject to change:
 Reinvestment Election Date for the Form of Election (green form for             5:00 p.m. on D - 7 days
 certificated holders) and settlement of TTE Instructions (for CREST holders)
 Sanction Hearing to sanction the Scheme                                         As soon as reasonably practicable

after Bidco confirms the satisfaction

or waiver of the Conditions ("D")
 Last day of dealings in, and for registration of transfers of, Animalcare       D + 1 Business Day
 Shares
 Scheme Record Time                                                              6:00 p.m. on D + 1 Business Day
 Disablement of CREST in respect of Animalcare Shares                            6:00 p.m. on D + 1 Business Day
 Dealings in Animalcare Shares suspended                                         7:30 a.m. on D + 2 Business Days
 Effective Date                                                                  D + 2 Business Days
 Cancellation of admission to trading of Animalcare Shares on AIM                7:30 a.m. on D + 3 Business Days
 Latest date for despatch of cheques and crediting of CREST for cash             Within 14 days of
 consideration due under the Scheme and issue of Aggregator Interests in under
the Effective Date
 the Alternative Offer
 Long Stop Date                                                                  16 October 2026

 

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