REG - Animalcare Group PLC - Recommended Acquisition of Animalcare Group plc
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RNS Number : 7349A Animalcare Group PLC 16 April 2026
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
16 April 2026
RECOMMENDED ACQUISITION
OF
ANIMALCARE GROUP PLC ("Animalcare")
BY
CCP PAW 2 LIMITED ("Bidco")
(a wholly-owned indirect subsidiary of funds managed or advised by
Charterhouse Capital Partners LLP ("Charterhouse"))
to be implemented by way of a scheme of arrangement under Part 26 of the
Companies Act 2006
Summary
· The boards of directors of Bidco and Animalcare are
pleased to announce that they have reached agreement on the terms and
conditions of a recommended acquisition by Bidco of the entire issued, and to
be issued, share capital of Animalcare (the "Acquisition").
The Cash Offer
· Under the terms of the Cash Offer, which will be subject
to the Conditions and further terms set out in Appendix 1 to this Announcement
and to the full terms and conditions which will be set out in the Scheme
Document, each Animalcare Shareholder will be entitled to receive:
336 pence in cash for each Animalcare Share held (the "Cash Offer")
· The Cash Offer values the entire issued and to be issued
share capital of Animalcare at approximately £235.2 million on a fully
diluted basis.
· The Cash Offer represents a premium of approximately:
o 36.0 per cent. to the Closing Price of 247 pence per Animalcare Share
on 15 April 2026 (being the last Business Day before the date of this
Announcement);
o 27.4 per cent. to the volume-weighted average price of 264 pence per
Animalcare Share for the three-month period ended 15 April 2026 (being the
last Business Day before the date of this Announcement); and
o 33.3 per cent. to the volume-weighted average price of 252 pence per
Animalcare Share for the six-month period ended 15 April 2026 (being the last
Business Day before the date of this Announcement).
The Alternative Offer
· As an alternative to the Cash Offer, each Eligible
Animalcare Shareholder may elect to reinvest the proceeds from the sale of
such number of their Animalcare Shares as equals at least 66% of the
Animalcare Shares held by them as at the Reinvestment Election Date by
subscribing (on a cashless basis and indirectly through the Aggregator) for
one Topco Unit for the proceeds from each Animalcare Share in relation to
which their election relates, subject to the terms and conditions of the
Alternative Offer (referred to in paragraph 13 of this Announcement, Appendix
4 to this Announcement and to be further set out in the Scheme Document) (the
"Alternative Offer"). Each Topco Unit will be issued to and held by the
Aggregator, with the Reinvesting Animalcare Shareholders being issued a
proportionate number of Aggregator Interests.
· The Aggregator Interests will be independently valued and
an estimate of the value of the Aggregator Interests will be included in the
Scheme Document. A summary of the Aggregator, the Aggregator Interests, Topco
and the Topco Units is set out in paragraph 13 of this Announcement and in
Appendix 4 to this Announcement, and further details will be included in the
Scheme Document, the Aggregator Shareholders' Agreement, the Topco
Shareholders' Agreement and the Topco Articles.
Dividends
· If, on or after the date of this Announcement, any
dividend and/or distribution and/or other return of capital is announced,
declared, made or paid in respect of the Animalcare Shares, Bidco reserves the
right to reduce the consideration payable under the terms of the Acquisition
(and, accordingly, the Cash Offer and the Alternative Offer) for the
Animalcare Shares by the aggregate amount of such dividend, distribution
and/or other return of capital, in which case any reference in this
Announcement to the consideration payable under the Cash Offer (or under the
Alternative Offer) will be deemed to be a reference to the consideration as so
reduced. In such circumstances, Animalcare Shareholders would be entitled to
retain any such dividend, distribution and/or other return of capital. Any
exercise by Bidco of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the Acquisition or the
Scheme.
Background to and reasons for the Acquisition
· Charterhouse believes Animalcare represents an attractive
asset with unique characteristics as a global animal health pharmaceuticals
platform.
· Animalcare is strategically positioned in an attractive
animal health market, supported by structural tailwinds. Charterhouse believes
that Animalcare has built a balanced and focused portfolio of products with
low product concentration and broad geographic coverage across Europe and
Australasia.
· Charterhouse recognises that the acquisition of Randlab
by Animalcare serves as a strategic blueprint for Animalcare's global
expansion and proves the buy-and-build capabilities, and that strong internal
R&D capabilities (demonstrated by successful recent launches and
development of the pipeline) provide a path to further growth. However,
Charterhouse believes Animalcare is better able to achieve its long-term
growth potential as a private company rather than a public company.
Charterhouse is well positioned to support Animalcare's next phase of growth
by partnering with the high-quality management team, providing the strategic
flexibility required to accelerate R&D investments for the long-term, make
the required operational investments and pursue transformative M&A.
· Charterhouse is one of the longest-established private
equity firms operating in Europe, with a strong track-record of deploying
capital into the healthcare sector, having supported the growth of a number of
high-quality businesses and supported their management teams in achieving
their strategic ambitions. Charterhouse believes that it can leverage its
experience, resources and network to help build on the existing strong
foundations and support the Animalcare business in its next phase of growth.
· Accordingly, following careful consideration (in line
with their fiduciary duties) of both the financial terms of the Cash Offer and
the Alternative Offer, the Animalcare Directors intend to recommend
unanimously the Acquisition to Animalcare Shareholders.
Unanimous Recommendation by the Animalcare Directors
The Cash Offer
· 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 Code.
· The Animalcare Directors consider the Acquisition to be
in the best interests of Animalcare Shareholders as a whole. Accordingly, the
Animalcare Directors intend to recommend unanimously that Scheme Shareholders
vote in favour of the Scheme at the Court Meeting and Animalcare Shareholders
vote in favour of the Resolutions at the General Meeting (or, in the event
that the Acquisition is implemented by way of an Offer, that Animalcare
Shareholders accept or procure acceptance of such Offer) as the Animalcare
Directors who hold Animalcare Shares (in a personal capacity or through a
nominee or connected investment vehicle) have irrevocably undertaken to do in
respect of their entire beneficial holdings of Animalcare Shares, amounting in
aggregate to 16,118,007 Animalcare Shares (representing approximately 23.3 per
cent. of the existing issued share capital of Animalcare) as at the Latest
Practicable Date.
The Alternative Offer
· The Animalcare Directors have reviewed the terms of the
Alternative Offer, but for the reasons described in this Announcement, the
Animalcare Directors are unable to form a view as to whether or not the terms
of the Alternative Offer are fair and reasonable and accordingly are not
making any recommendation to Animalcare Shareholders in relation to the
Alternative Offer.
· In reviewing the terms of the Alternative Offer, the
Animalcare Directors and Stifel have identified certain key disadvantages
and advantages of electing for the Alternative Offer, including but not
limited to, those which are set out in further detail in paragraph 5 of this
Announcement. Animalcare Shareholders are strongly encouraged to take into
account such disadvantages and advantages, as well as a number of investment
considerations and risk factors outlined in paragraph 5 of this Announcement
and their particular circumstances, when deciding whether to elect for the
Alternative Offer in respect of such number of their Animalcare Shares as
equals at least 66% of the Animalcare Shares held by them as at the
Reinvestment Election Date. Animalcare Shareholders should also determine
whether acquiring or holding the Aggregator Interests is affected by the laws
or regulations of the relevant jurisdiction in which they reside and whether
the Alternative Offer is a suitable investment in light of their own personal
and tax circumstances.
· Jennifer Winter has given an irrevocable undertaking to
accept the Alternative Offer in respect of certain of her own Animalcare
Shares (as set out in further detail in paragraph 8 of this Announcement).
Jennifer Winter has undertaken to elect for the Alternative Offer in the
manner described in paragraph 8 of this Announcement because it allows her
both to realise some cash when the Acquisition becomes Effective and to
receive potential future benefit from the Aggregator Interests. Jennifer's
personal circumstances mean that she is willing to hold unlisted,
non-transferrable instruments, and she believes in her case these factors
outweigh the other disadvantages outlined in this Announcement.
· The remaining Animalcare Directors who are also
Animalcare Shareholders have not yet determined whether or not they wish to
elect for the Alternative Offer. Their intentions in relation to the
Alternative Offer will be set out in the Scheme Document.
· The Animalcare Directors are not able to and do not give
any advice to Animalcare Shareholders as to whether they should elect for the
Alternative Offer as its benefits will depend on each Animalcare Shareholder's
individual tax and financial situation. As set out above, Eligible Animalcare
Shareholders should consider whether electing for the Alternative Offer is a
suitable option for them in light of their own personal circumstances and
investment objectives and are, therefore, strongly recommended to seek their
own independent financial, tax and legal advice before deciding whether to
elect for the Alternative Offer.
Irrevocable undertakings
· In addition to the irrevocable undertakings received from
the Animalcare Directors as set out above, Bidco has also received an
irrevocable undertaking from Harwood Capital to vote in favour of the Scheme
at the Court Meeting and vote in favour of the Resolutions at the General
Meeting (or, in the event that the Acquisition is implemented by way of an
Offer, to accept such Offer) in respect of their entire beneficial holdings of
Animalcare Shares (being, 12,700,500 Animalcare Shares, representing
approximately 18.4 per cent. of the existing issued share capital of
Animalcare as at the Latest Practicable Date), and to elect for the
Alternative Offer in respect of not less than 8,928,572 Animalcare Shares.
· In aggregate, therefore, Bidco has received irrevocable
undertakings to vote in favour (or procure a vote in favour) of the Scheme at
the Court Meeting and the Resolutions at the General Meeting (or, in the event
that the Acquisition is implemented by way of an Offer, to accept (or procure
the acceptance of) the Offer) in respect of 28,818,507 Animalcare Shares,
representing approximately 41.7 per cent. of the existing issued share capital
of Animalcare as at the Latest Practicable Date.
· Further details of these irrevocable undertakings
(including the circumstances in which they may lapse) are set out in paragraph
8 and Appendix 3 to this Announcement.
Background to and reasons for the Recommendation by the Animalcare Directors
· The Animalcare Board remains highly confident in
Animalcare's standalone prospects and its position as a leading veterinary
sales, marketing and product development platform. Notwithstanding this
confidence, the Animalcare Board has, over the past few years, received and
considered approaches by several parties regarding a potential offer for the
Animalcare Group. Following a period of disciplined deleveraging and the
successful integration of Randlab in early 2025, the Animalcare Board has
evaluated the Acquisition against its growth strategy and the risks associated
with this, and believes that the Acquisition represents a superior outcome for
stakeholders compared to remaining an independent AIM-listed entity.
· The Cash Offer represents an attractive premium to
Animalcare's recent trading performance and the Animalcare Board believes that
it fairly recognises Animalcare's future growth prospects, with Animalcare's
share price last being at or around the level of the Cash Offer in March 2022.
While the Animalcare Board is confident in the strategy outlined at the
Animalcare Group's capital markets event in March 2026, it recognises that
achieving Animalcare's ambitious targets, including reaching revenue of ~£150
million and an EBITDA margin of ~25 per cent. by 2030, carries significant
risks in an increasingly volatile macroeconomic environment.
· The Animalcare Board recently outlined opportunities to
accelerate Animalcare's revenue growth in the near to medium-term through
increased and targeted investment, while continuing to develop and build the
R&D pipeline of new products to deliver long-term growth potential,
underpinned by the three-pillar strategy:
· Organic growth: Driving growth of Animalcare's existing flagships
brands through investment in sales and marketing capabilities and capacity,
geographic expansion, life cycle management and establishing a retail channel
to broaden the reach of Animalcare's dental franchise and, over time, other
over-the-counter products;
· Inorganic growth: Animalcare is committed to pursuing value-creating
external opportunities through M&A, in-licensing of late-stage assets and
novel technologies and partnerships; and
· New product development: Building a balanced R&D pipeline while
increasing the proportion of proprietary innovations through both organic and
partnered research and development, with the potential to deliver
transformational growth beyond the 2030 horizon.
· The Animalcare Board recognises that the next phase of
growth will require a materially higher level of investment in research and
development, both in absolute and relative terms, than the previous five
years, which were characterised by a focus on debt reduction and platform
consolidation. Specifically:
· Animalcare has transitioned from a fragmented business
with one asset in the pipeline to a focused platform with six assets currently
in development;
· Animalcare has set a materially higher absolute target
for research and development investment to build a balanced pipeline of
pharmaceuticals and biologics. This investment will comprise a mix of opex
(within EBITDA) and capex, which therefore has the potential to result in
volatility and a negative impact on Animalcare's reported earnings; and
· the Animalcare Board believes this intensive investment
cycle, which involves high-risk early-stage discovery and clinical
development, with durations of up to 7-8 years, is better suited to a private
company capital structure with a longer-term investment horizon.
· To achieve its 2030 revenue goals, Animalcare's
acquisition strategy remains important. While the Animalcare Group has
successfully managed its leverage (targeting up to c.2.0x EBITDA), the
Animalcare Board believes that Animalcare can be more competitive in
accelerating its M&A activities and executing off-market deals under a
private equity ownership model. This ownership provides access to additional
capital and a more flexible capital structure to undertake transformational
M&A that might be dilutive or complex for an AIM-listed company to
execute.
· The Acquisition provides a compelling balance for
Animalcare's diverse shareholder base:
· Immediate Certainty: Animalcare Shareholders can receive
a cash exit at a premium, offering liquidity and certainty in an uncertain
market; and
· Reinvestment Structure: The Acquisition includes the
Alternative Offer, allowing Eligible Animalcare Shareholders to retain an
economic interest in Animalcare's future. This enables participants to benefit
from the potential value creation driven by the research and development
pipeline and geographic expansion while under private ownership.
· In reaching its decision to recommend the Acquisition,
the Animalcare Board has recognised and factored in the strong support from
Animalcare's two largest shareholders, Harwood Capital and Alychlo NV (Marc
Coucke's investment vehicle). The Animalcare Board believes that the support
of these large Animalcare Shareholders of the terms of the Acquisition
confirms the Animalcare Board's assessment that the Acquisition is in the best
interests of Animalcare and Animalcare Shareholders as a whole.
Information on Charterhouse and Bidco
Charterhouse
· Charterhouse is one of the longest established private
equity firms operating in Europe, having built a strong reputation through
over 80 years of active investments in private equity and over 35 years of
buy-outs. Charterhouse typically invests in companies headquartered in Western
Europe and works closely with incumbent management teams providing them with
active support to drive growth. Charterhouse pursues a highly selective
investment approach, partnering with a small number of high-quality companies.
· Charterhouse has approximately €7 billion of funds
under management and follows a selective, conviction-led approach to investing
in high-quality mid-market companies headquartered in Europe. Charterhouse has
65 team members, including 17 partners and 35 investment professionals, all of
whom are based in its London headquarters.
Bidco
· Bidco is a private limited company incorporated in
England and Wales. Bidco is a wholly-owned indirect subsidiary of the
Charterhouse Funds. Bidco has not traded since its date of incorporation, nor
has it entered into any obligations other than in connection with the
Acquisition.
Information on Animalcare
· Headquartered in York (UK), Animalcare is an animal
healthcare company focused on the development and commercialisation of
products for companion animals, equine, and production animals. The company
has approximately 165 animal health pharma brands across multiple markets and
therapeutic areas, with its core focus on pain management, anaesthetics and
analgesics, fluid therapy, gastric ulcer and non-antibiotic anti-infectives,
and dental products. Animalcare has a long established presence in Europe,
with a recent expansion into APAC through its acquisition of Randlab.
Animalcare Shares are traded on AIM (ANCR).
Structure, timetable and conditions
· It is intended that the Acquisition will be implemented
by way of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (although Bidco reserves the right to elect to implement the
Acquisition by way of a takeover offer as defined in Part 28 of the Companies
Act, subject to the consent of, where necessary, the Panel).
· The Acquisition will be subject to the Conditions and
certain further terms referred to in Appendix 1 to this Announcement
(including, amongst other things, approval by the requisite majorities of
Scheme Shareholders at the Court Meeting and Animalcare Shareholders at the
General Meeting and the satisfaction or waiver (as applicable) of the FIRB
Condition) and to the full terms and conditions of the Acquisition to be set
out in the Scheme Document.
· The Acquisition will be put to Scheme Shareholders at the
Court Meeting and to Animalcare Shareholders at the General Meeting. In order
to become Effective, the Scheme must be approved by a majority in number of
Scheme Shareholders at the Court Meeting, present and voting, either in person
or by proxy, representing at least 75 per cent. in value of the Scheme Shares
voted. In addition, the Resolutions must be passed by Animalcare Shareholders
representing at least 75 per cent. of votes cast at the General Meeting, which
is expected to be held immediately after the Court Meeting. Following the
Court Meeting, the Scheme must also be sanctioned by the Court at the Sanction
Hearing. Finally, a copy of the Court Order must be delivered to the Registrar
of Companies, upon which the Scheme will become Effective. The Scheme must
become Effective by no later than the Long Stop Date.
· It is expected that the Scheme Document, containing
further information about the Acquisition and notices of the Court Meeting
and the General Meeting, will be posted to Animalcare Shareholders (other than
those resident in Restricted Jurisdictions) along with the Forms of Proxy and
Form of Election as soon as practicable and in any event within 28 days of the
date of this Announcement (or such later time as Animalcare, Bidco and the
Panel may agree) and the Court Meeting and the General Meeting are expected to
be held shortly thereafter.
· Subject to the satisfaction or, where applicable,
waiver of all relevant conditions, including the Conditions, the Acquisition
is currently expected to complete during Q2 or Q3 2026. An expected timetable
of key events relating to the Acquisition will be set out in the Scheme
Document.
Comments on the Acquisition
Commenting on the Acquisition, Haitham Nasri, Partner in the Deal Team of
Charterhouse, said:
"We are delighted to be announcing this recommended acquisition of Animalcare,
an attractive business with unique characteristics as a global animal health
pharmaceuticals platform. We look forward to partnering with the Animalcare
management team in accelerating Animalcare's growth and achieving their
strategic ambition. Jennifer and her team have built a very strong foundation
and as we look to the next phase of Animalcare's growth, we will continue to
provide the resources and strategic flexibility required to accelerate R&D
investments for the long-term, make the required operational investments and
pursue transformative M&A."
Commenting on the Acquisition, Ed Torr, Chair of Animalcare, said:
"As Chair, my priority is to ensure that Animalcare Shareholders have the
opportunity to realise fair value for their investment. While the Animalcare
Board remains confident in Animalcare's standalone prospects, delivering our
long-term growth ambitions would require a sustained period of investment and
execution over a number of years, against a backdrop of increasing
macroeconomic uncertainty. The offer from Bidco provides Animalcare
Shareholders with immediate value certainty in cash at an attractive premium
and, for Eligible Animalcare Shareholders, the option to retain an economic
interest through the Alternative Offer. Following a comprehensive review,
supported by our advisers, the Animalcare Board has concluded unanimously that
the Acquisition is in the best interests of Animalcare and the Animalcare
Shareholders as a whole."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement including the Appendices. The Acquisition will be
subject to the Conditions and further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions which will be set out in the
Scheme Document. Appendix 2 contains the bases of calculation and sources of
certain information contained in this Announcement. Appendix 3 contains
details of the irrevocable undertakings procured by Bidco in relation to the
Acquisition. Appendix 4 contains a summary of the Aggregator, the Aggregator
Interests, the Topco, the Topco Units and the eligibility to elect for the
Alternative Offer. Appendix 5 contains details and bases of belief of the
Animalcare Profit Estimates. Appendix 6 contains definitions of certain terms
used in this summary and in this Announcement.
Enquiries
Charterhouse
Haitham Nasri (Partner) +44 (0) 20 7334 5300
Stephan Morgan (Partner)
Rothschild & Co (Financial Adviser to Charterhouse and Bidco)
Julian Hudson +44 (0) 20 7280 5000
Dimitrios Iroidis
Ashley Southcott
Prosek (PR Adviser to Charterhouse)
Matthieu Roussellier pro-charterhouse@prosek.com
Kate Pledger
Animalcare
Jennifer Winter (Chief Executive Officer) +44 (0) 1904 487 687
Chris Brewster (Chief Financial Officer)
Media/Investor Relations communications@animalcaregroup.com
Alma Strategic Communications (PR Adviser to Animalcare)
Caroline Forde +44 (0) 20 3405 0205
Kinvara Verdon
animalcare@almastrategic.com
Rose Docherty
Stifel Nicolaus Europe Limited (Financial Adviser, Rule 3 Adviser, and Joint +44 (0) 20 7710 7600
Broker to Animalcare)
Ben Maddison
Charles Hoare
Jason Grossman
Francis North
Ben Good
Kate Hanshaw
Panmure Liberum (Joint Broker to Animalcare)
Emma Earl +44 (0)20 7886 2500
Freddy Crossley
Rupert Dearden
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.
The person responsible for arranging the release of this Announcement on
behalf of Animalcare is Chris Brewster, Chief Financial Officer and Company
Secretary.
Important notices relating to financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA, is acting exclusively for Charterhouse
and Bidco and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than Charterhouse and
Bidco for providing the protections afforded to clients of Rothschild & Co
nor for providing advice in connection with any matter referred to herein.
Neither Rothschild & Co nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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, any statement
contained herein or otherwise.
Stifel Nicolaus Europe Limited ("Stifel") which is authorised and regulated by
the FCA, is acting exclusively for Animalcare and for no one else and will not
be responsible to anyone other than Animalcare for providing the protections
afforded to its clients or for providing advice in relation to the matters
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, any statement contained herein or otherwise.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the FCA, is acting exclusively for Animalcare and no one else in connection
with the 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 matters
referred to in this Announcement. Neither Panmure Liberum nor any of their
respective partners, directors, officers, employees, advisers, consultants,
affiliates or agents 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 the matters referred to in this Announcement, any statement
contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Animalcare in any jurisdiction in contravention of
applicable law. The Acquisition will be implemented solely pursuant to the
terms of the Scheme Document (or, if the Acquisition is implemented by way of
an Offer, the Offer Document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Scheme (or, if the Acquisition is implemented by way of an Offer, how to
accept the Offer). Any decision in respect of the Acquisition should be made
only on the basis of the information in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document).
Bidco and Animalcare will prepare the Scheme Document (or, if the Acquisition
is implemented by way of an Offer, the Offer Document) to be distributed to
Animalcare Shareholders. Bidco and Animalcare urge Animalcare Shareholders to
read the Scheme Document (or Offer Document, as applicable) when it becomes
available because it will contain important information relating to the
Acquisition.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or a prospectus exempted
document.
This Announcement contains inside information in relation to Animalcare for
the purposes of Article 7 of the UK Market Abuse Regulation. Upon the
publication of this Announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain.
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 FSMA 2000 if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying with English
law, the Code, the UK Market Abuse Regulation, the AIM Rules and the
Disclosure Guidance and Transparency 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 of jurisdictions outside
England. The Acquisition will be subject to the applicable requirements of the
Companies Act, the Code, the Panel, the London Stock Exchange, the FCA and
applicable securities laws. The release, publication or distribution of this
Announcement in, into or from jurisdictions other than the UK may be
restricted by law and therefore any persons who are not resident in the UK or
who are subject to the laws of any jurisdiction other than the UK (including
Restricted Jurisdictions) should inform themselves about, and observe, any
applicable legal or regulatory requirements. In particular, the ability of
persons who are not resident in the UK or who are subject to the laws of
another jurisdiction to participate in the Acquisition (including the
Alternative Offer) or to vote their Animalcare Shares in respect of the Scheme
at the Court Meeting, or to execute and deliver Forms of Proxy appointing
another person to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located or to
which they are subject. Any failure to comply with such requirements may
constitute a violation of securities laws in the relevant jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available, in
whole or in part, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Scheme by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction and persons
receiving such documents (including, without limitation, agents custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
them in, into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of acceptance of the Acquisition. If the
Acquisition is implemented by way of an Offer instead of the Scheme, unless
otherwise permitted by applicable law and regulation, the Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex 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.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document).
Additional information for U.S. investors
The Acquisition relates to the shares of an English company with a listing on
AIM and is being made by means of a scheme of arrangement provided for under
English company law. This Announcement has been prepared for the purpose of
complying with English law, the Code, the UK Market Abuse Regulation, the AIM
Rules and the Disclosure Guidance and Transparency 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 of the U.S.. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the U.S. Exchange Act.
Accordingly, the Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements of the U.S. tender offer and proxy solicitation
rules.
If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer and determines to extend the Offer into the United States,
such Offer would be made in compliance with applicable U.S. laws and
regulations, including any applicable exemptions under the U.S. Exchange Act,
and in respect of the issuance of Aggregator Interests, pursuant to exemptions
from, or in transactions not subject to, the registration requirements under
the U.S. Securities Act. Such an Offer would be made into the United States by
Bidco and no one else.
Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved or passed judgment upon the
fairness or the merits of the Acquisition or the Alternative Offer or
determined if this Announcement is adequate, accurate or complete. Any
representation to the contrary is a criminal offence in the U.S..
It may be difficult for U.S. holders of Animalcare Shares to enforce their
rights and any claim arising out of the U.S. federal laws or to enforce a
judgment of a U.S. court predicated upon the federal and state securities laws
of the U.S., since Bidco and Animalcare are located in jurisdictions outside
the U.S., and some or all of their officers and directors may be residents of
a non-U.S. jurisdiction. In addition, some or all of the assets of Bidco and
Animalcare are or may be located in jurisdictions outside the U.S.. U.S.
holders of Animalcare Shares may not be able to sue a non-U.S. company or its
officers or directors in a non-U.S. court for violations of the U.S.
securities laws. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, Charterhouse, Bidco or its nominees, or its brokers (acting
as agents), may from time to time make certain purchases of, or arrangements
to purchase, shares or other securities of Animalcare outside of the U.S.,
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 UK, 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) .
The Aggregator Interests to be issued under the Alternative Offer have not
been registered under the US Securities Act or under any relevant securities
laws or with any securities regulatory authority of any state, district or
other jurisdiction, of the U.S. and will not be listed on any stock exchange
in the U.S.. The Aggregator Interests may not be offered or sold in the U.S.
absent registration or an available exemption from, or a transaction not
subject to, the registration requirements of the U.S. Securities Act. To the
extent Bidco effects the Acquisition as a scheme of arrangement, the
Aggregator Interests will be issued in reliance upon the exemption from the
registration requirements of Section 3(a)(10). Nothing in this Announcement
constitutes an offer to sell, or a solicitation of offers to purchase, any
Aggregator Interests or Topco Units.
The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and so
may not be comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S. generally
accepted accounting principles ("U.S. GAAP"). U.S. GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this Announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
U.S. Animalcare Shareholders should be aware that the Acquisition may have tax
consequences under applicable U.S. federal, state and local, as well as
foreign and other, tax laws and that such consequences, if any, are not
described in this Announcement. Each Animalcare Shareholder, including U.S.
Animalcare Shareholders, is urged to consult with appropriate independent
legal, tax and financial advisers in connection with the consequences of the
Acquisition on them.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and/or Animalcare contain statements which are,
or may be deemed to be, "forward-looking statements". All statements, other
than statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and projections of the
management of Bidco and Animalcare about future events, and are therefore
subject to risks and uncertainties which could cause actual results,
performance or events to differ materially from those expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on the Bidco
Group and/or, the Animalcare Group (including their future prospects,
developments and strategies), the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects", "budgets", "targets", "aims", "scheduled",
"estimates", "forecast", "intends", "anticipates", "seeks", "prospects",
"potential", "possible", "assume" or "believes", or variations of such words
and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Although Bidco and/or Animalcare (as appropriate) believe that the
expectations reflected in such forward-looking statements are reasonable,
Bidco and Animalcare can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve risks
(known and unknown) and uncertainties (and other factors that are in many
cases beyond the control of Bidco and/or Animalcare) because they relate to
events and depend on circumstances that may or may not occur in the future.
There are a number of factors that could affect the future operations of the
Bidco Group and/or the Animalcare Group that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not limited to: the
ability to complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other Conditions
on the proposed terms and schedule; changes in the global political, economic,
business and competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax rates; future
business combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants; changes in
the anticipated benefits from the Acquisition not being realised as a result
of changes in general economic and market conditions in the countries in which
the Bidco Group and the Animalcare Group operate, weak, volatile or illiquid
capital and/or credit markets, changes in tax rates, interest rate and
currency value fluctuations, the degree of competition in the geographic and
business areas in which Bidco Group and the Animalcare Group operate and
changes in laws or in supervisory expectations or requirements. Other unknown
or unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.
Each forward-looking statement speaks only as of the date of this
Announcement. Neither the Bidco Group nor the Animalcare Group, nor any of
their respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
Announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements.
Other than in accordance with their legal or regulatory obligations (including
under the Code, the UK Market Abuse Regulation, the AIM Rules and the
Disclosure Guidance and Transparency Rules), neither the Bidco Group nor the
Animalcare Group is under or undertakes any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
No profit forecasts, profit estimates or quantified financial benefits
statements
Other than the Animalcare Profit Estimates, except where otherwise expressly
described as such, no statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits statement for any
period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Animalcare for the current or future
financial years, would necessarily match or exceed the historical published
earnings or earnings per share for Animalcare.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
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: (a) the
offeree company; and (b) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 p.m. on the tenth business day following the
commencement of the offer period and, if appropriate, by no later than
3.30 p.m. (London time) on the tenth 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 Code, any person who is, or becomes, interested in
one per cent. 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: (a) the
offeree company; and (b) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8 of the
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) 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 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 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 Panel's website at
www.thetakeoverpanel.org.uk, 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 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain information
provided by Animalcare Shareholders, persons with information rights 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 Code.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this Announcement and the
documents required to be published pursuant to Rule 26 of the Code will be
made available, subject to certain restrictions relating to persons resident
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/)
and on Charterhouse's website at https://www.paw.charterhouse.co.uk/
(https://www.paw.charterhouse.co.uk/) promptly and in any event by no later
than 12 noon (London time) on the Business Day following the date of this
Announcement. Neither the content of the websites referred to in this
Announcement nor the content of any website accessible from hyperlinks in this
Announcement is incorporated into, or forms part of, this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the 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 this
Announcement free of charge by contacting Animalcare's registrar, MUFG
Corporate Markets, between 9.00 a.m. and 5.00 p.m. (London time), Monday to
Friday (excluding public holidays in England and Wales) on 0371 664 0321 (or
+44 371 664 0321 from overseas) or by submitting a request in writing to MUFG
Corporate Markets (UK) Limited, Central Square, 29 Wellington Street, Leeds,
LS1 4DL, with an address to which the hard copy may be sent. Such persons may,
subject to applicable securities laws, also request that all future documents,
announcements and information to be sent in relation to the Acquisition should
be in hard copy form. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested.
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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Animalcare confirms that as at the
Latest Practicable Date, it had in issue and admitted to trading on AIM of the
London Stock Exchange 69,045,945 ordinary shares of 20 pence each. No shares
are held in treasury. The International Securities Identification Number
(ISIN) of the ordinary shares is GB0032350695. The legal entity identifier of
Animalcare is 213800A7XPQ528RMCC72.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
16 April 2026
RECOMMENDED ACQUISITION
OF
ANIMALCARE GROUP PLC ("Animalcare")
BY
CCP PAW 2 LIMITED ("Bidco")
(a wholly-owned indirect subsidiary of funds managed or advised by
Charterhouse ("Charterhouse"))
to be implemented by way of a scheme of arrangement under Part 26 of the
Companies Act 2006
1. Summary
The boards of directors of Bidco and Animalcare are pleased to announce that
they have reached agreement on the terms and conditions of a recommended
acquisition by Bidco of the entire issued, and to be issued, share capital
of Animalcare (the "Acquisition").
2. The Acquisition
The Cash Offer
Under the terms of the Cash Offer, which will be subject to the Conditions and
further terms set out in Appendix 1 to this Announcement and to the full terms
and conditions which will be set out in the Scheme Document, each Animalcare
Shareholder will be entitled to receive:
336 pence in cash for each Animalcare Share held (the "Cash Offer")
The Cash Offer values the entire issued and to be issued share capital of
Animalcare at approximately £235.2 million on a fully diluted basis.
The Cash Offer represents a premium of approximately:
o 36.0 per cent. to the Closing Price of 247 pence per Animalcare Share
on 15 April 2026 (being the last Business Day before the date of this
Announcement);
o 27.4 per cent. to the volume-weighted average price of 264 pence per
Animalcare Share for the three-month period ended 15 April 2026 (being the
last Business Day before the date of this Announcement); and
o 33.3 per cent. to the volume-weighted average price of 252 pence per
Animalcare Share for the six-month period ended 15 April 2026 (being the last
Business Day before the date of this Announcement).
The Alternative Offer
As an alternative to the Cash Offer, each Eligible Animalcare Shareholder may
elect to reinvest the proceeds from the sale of such number of their
Animalcare Shares as equals at least 66% of the Animalcare Shares held by them
as at the Reinvestment Election Date by subscribing (on a cashless basis and
indirectly through the Aggregator) for one Topco Unit for the proceeds from
each Animalcare Share in relation to which their election relates, subject to
the terms and conditions of the Alternative Offer (referred to in paragraph 13
of this Announcement, Appendix 4 to this Announcement and to be further set
out in the Scheme Document) (the "Alternative Offer"). Each Topco Unit will be
issued to and held by the Aggregator, with the Reinvesting Animalcare
Shareholders being issued a proportionate number of Aggregator Interests.
The Aggregator Interests will be independently valued and an estimate of the
value of the Aggregator Interests will be included in the Scheme Document. A
summary of the Aggregator, the Aggregator Interests, Topco and the Topco Units
is set out in paragraph 13 of this Announcement and in Appendix 4 to this
Announcement, and further details will be included in the Scheme Document, the
Aggregator Shareholders' Agreement, the Topco Shareholders' Agreement and the
Topco Articles.
Implementation of the Acquisition
It is intended that the Acquisition (and, accordingly, the Cash Offer and the
Alternative Offer) will be implemented by way of a scheme of arrangement as
defined in Part 26 of the Companies Act (although Bidco reserves the right to
elect to implement the Acquisition (and, accordingly, the Cash Offer and the
Alternative Offer) by way of an Offer, subject to the consent of, where
necessary, the Panel).
Dividends
The Animalcare Shares will be acquired by Bidco pursuant to the Scheme fully
paid and free from all liens, equitable interests, charges, encumbrances,
rights of pre-emption and any other third party rights or interests whatsoever
and together with all rights attaching thereto as at the date of this
Announcement or subsequently attaching or accruing to them, including (without
limitation) the right to receive and retain, in full, all dividends and other
distributions (if any) declared, made, paid or payable or any other return of
capital (whether by way of reduction of share capital or share premium account
or otherwise) made on or after the date of this Announcement in respect of the
Animalcare Shares.
If, on or after the date of this Announcement, any dividend and/or
distribution and/or other return of capital is announced, declared, made or
paid in respect of the Animalcare Shares, Bidco reserves the right to reduce
the consideration payable under the terms of the Acquisition (and,
accordingly, the Cash Offer and the Alternative Offer) for the Animalcare
Shares by the aggregate amount of such dividend, distribution and/or other
return of capital, in which case any reference in this Announcement to the
consideration payable under the Cash Offer (or under the Alternative Offer)
will be deemed to be a reference to the consideration as so reduced. In such
circumstances, Animalcare Shareholders would be entitled to retain any such
dividend, distribution and/or other return of capital. Any exercise by Bidco
of its rights referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the Acquisition or the Scheme.
Scheme Document
It is currently expected that the Scheme Document will be published as soon as
reasonably practicable and, in any event, within 28 days of the date of this
Announcement. Subject to the satisfaction or, where applicable, waiver of all
relevant Conditions and the further terms set out in Appendix 1 to this
Announcement and to be set out in the Scheme Document, the Acquisition is
currently expected to complete during Q2 or Q3 2026.
3. Background to and reasons for the Acquisition
Charterhouse believes Animalcare represents an attractive asset with unique
characteristics as a global animal health pharmaceuticals platform.
Animalcare is strategically positioned in an attractive animal health market,
supported by structural tailwinds. Charterhouse believes that Animalcare has
built a balanced and focused portfolio of products with low product
concentration and broad geographic coverage across Europe and Australasia.
Charterhouse recognises that the acquisition of Randlab by Animalcare serves
as a strategic blueprint for Animalcare's global expansion and proves the
buy-and-build capabilities, and that strong internal R&D capabilities
(demonstrated by successful recent launches and development of the pipeline)
provide a path to further growth. However, Charterhouse believes Animalcare is
better able to achieve its long-term growth potential as a private company
rather than a public company. Charterhouse is well positioned to support
Animalcare's next phase of growth by partnering with the high-quality
management team, providing the strategic flexibility required to accelerate
R&D investments for the long-term, make the required operational
investments and pursue transformative M&A.
Charterhouse is one of the longest-established private equity firms operating
in Europe, with a strong track-record of deploying capital into the healthcare
sector, having supported the growth of a number of high-quality businesses and
supported their management teams in achieving their strategic ambitions.
Charterhouse believes that it can leverage its experience, resources and
network to help build on the existing strong foundations and support the
Animalcare business in its next phase of growth.
Accordingly, following careful consideration (in line with their fiduciary
duties) of both the financial terms of the Cash Offer and the Alternative
Offer, the Animalcare Directors intend to recommend unanimously the
Acquisition to Animalcare Shareholders.
4. Unanimous Recommendation by the Animalcare Directors
The Cash Offer
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 Code.
The Animalcare Directors consider the Acquisition to be in the best interests
of Animalcare Shareholders as a whole. Accordingly, the Animalcare Directors
intend to recommend unanimously that Scheme Shareholders vote in favour of the
Scheme at the Court Meeting and Animalcare Shareholders vote in favour of the
Resolutions at the General Meeting (or, in the event that the Acquisition is
implemented by way of an Offer, that Animalcare Shareholders accept or procure
acceptance of such Offer) as the Animalcare Directors who hold Animalcare
Shares (in a personal capacity or through a nominee or connected investment
vehicle) have irrevocably undertaken to do in respect of their entire
beneficial holdings of Animalcare Shares, amounting in aggregate to 16,118,007
Animalcare Shares (representing approximately 23.3 per cent. of the existing
issued share capital of Animalcare) as at the Latest Practicable Date.
Further details of these irrevocable undertakings (including the circumstances
in which they may lapse) are set out in paragraph 8 and Appendix 3 to this
Announcement.
The Alternative Offer
The Animalcare Directors have reviewed the terms of the Alternative Offer, but
for the reasons described in this Announcement, the Animalcare Directors are
unable to form a view as to whether or not the terms of the Alternative Offer
are fair and reasonable and accordingly are not making any recommendation to
Animalcare Shareholders in relation to the Alternative Offer.
In reviewing the terms of the Alternative Offer, the Animalcare Directors and
Stifel have identified certain key disadvantages and advantages of electing
for the Alternative Offer, including but not limited to, those which are set
out in further detail in paragraph 5 of this Announcement. Animalcare
Shareholders are strongly encouraged to take into account such disadvantages
and advantages, as well as a number of investment considerations and risk
factors outlined in paragraph 5 of this Announcement and their particular
circumstances, when deciding whether to elect for the Alternative Offer in
respect of such number of their Animalcare Shares as equals at least 66% of
the Animalcare Shares held by them as at the Reinvestment Election Date.
Animalcare Shareholders should also determine whether acquiring or holding the
Aggregator Interests is affected by the laws or regulations of the relevant
jurisdiction in which they reside and whether the Alternative Offer is a
suitable investment in light of their own personal and tax circumstances.
Jennifer Winter has given an irrevocable undertaking to accept the Alternative
Offer in respect of certain of her own Animalcare Shares (as set out in
further detail in paragraph 8 of this Announcement). Jennifer Winter has
undertaken to elect for the Alternative Offer in the manner described in
paragraph 8 of this Announcement because it allows her both to realise some
cash when the Acquisition becomes Effective and to receive potential future
benefit from the Aggregator Interests. Jennifer's personal circumstances mean
that she is willing to hold unlisted, non-transferrable instruments, and she
believes in her case these factors outweigh the other disadvantages outlined
in this Announcement.
The remaining Animalcare Directors who are also Animalcare Shareholders have
not yet determined whether or not they wish to elect for the Alternative
Offer. Their intentions in relation to the Alternative Offer will be set out
in the Scheme Document. The Animalcare Directors are not able to and do not
give any advice to Animalcare Shareholders as to whether they should elect for
the Alternative Offer as its benefits will depend on each Animalcare
Shareholder's individual tax and financial situation. As set out above,
Eligible Animalcare Shareholders should consider whether electing for the
Alternative Offer is a suitable option for them in light of their own personal
circumstances and investment objectives and are, therefore, strongly
recommended to seek their own independent financial, tax and legal advice
before deciding whether to elect for the Alternative Offer.
5. Background to and reasons for the Recommendation by the
Animalcare Directors
The Animalcare Board remains highly confident in Animalcare's standalone
prospects and its position as a leading veterinary sales, marketing and
product development platform. Notwithstanding this confidence, the Animalcare
Board has, over the past few years, received and considered approaches by
several parties regarding a potential offer for the Animalcare Group.
Following a period of disciplined deleveraging and the successful integration
of Randlab in early 2025, the Animalcare Board has evaluated the Acquisition
against its growth strategy and the risks associated with this, and believes
that the Acquisition represents a superior outcome for stakeholders compared
to remaining an independent AIM-listed entity.
The Cash Offer represents an attractive premium to Animalcare's recent trading
performance and the Animalcare Board believes that it fairly recognises
Animalcare's future growth prospects, with Animalcare's share price last being
at or around the level of the Cash Offer in March 2022. While the Animalcare
Board is confident in the strategy outlined at the Animalcare Group's capital
markets event in March 2026, it recognises that achieving Animalcare's
ambitious targets, including reaching revenue of ~£150 million and an EBITDA
margin of ~25 per cent. by 2030, carries significant risks in an increasingly
volatile macroeconomic environment.
The Animalcare Board recently outlined opportunities to accelerate
Animalcare's revenue growth in the near to medium-term through increased and
targeted investment, while continuing to develop and build the R&D
pipeline of new products to deliver long-term growth potential, underpinned by
the three-pillar strategy:
· Organic growth: Driving growth of Animalcare's existing flagships
brands through investment in sales and marketing capabilities and capacity,
geographic expansion, life cycle management and establishing a retail channel
to broaden the reach of Animalcare's dental franchise and, over time, other
over-the-counter products;
· Inorganic growth: Animalcare is committed to pursuing value-creating
external opportunities through M&A, in-licensing of late-stage assets and
novel technologies and partnerships; and
· New product development: Building a balanced R&D pipeline while
increasing the proportion of proprietary innovations through both organic and
partnered research and development, with the potential to deliver
transformational growth beyond the 2030 horizon.
The Animalcare Board recognises that the next phase of growth will require a
materially higher level of investment in research and development, both in
absolute and relative terms, than the previous five years, which were
characterised by a focus on debt reduction and platform consolidation.
Specifically:
· Animalcare has transitioned from a fragmented business
with one asset in the pipeline to a focused platform with six assets currently
in development;
· Animalcare has set a materially higher absolute target
for research and development investment to build a balanced pipeline of
pharmaceuticals and biologics. This investment will comprise a mix of opex
(within EBITDA) and capex, which therefore has the potential to result in
volatility and a negative impact on Animalcare's reported earnings; and
· the Animalcare Board believes this intensive investment
cycle, which involves high-risk early-stage discovery and clinical
development, with durations of up to 7-8 years, is better suited to a private
company capital structure with a longer-term investment horizon.
To achieve its 2030 revenue goals, Animalcare's acquisition strategy remains
important. While the Animalcare Group has successfully managed its leverage
(targeting up to c.2.0x EBITDA), the Animalcare Board believes that Animalcare
can be more competitive in accelerating its M&A activities and executing
off-market deals under a private equity ownership model. This ownership
provides access to additional capital and a more flexible capital structure to
undertake transformational M&A that might be dilutive or complex for an
AIM-listed company to execute.
The Acquisition provides a compelling balance for Animalcare's diverse
shareholder base:
· Immediate Certainty: Animalcare Shareholders can receive a cash exit
at a premium, offering liquidity and certainty in an uncertain market; and
· Reinvestment Structure: The Acquisition includes the Alternative
Offer, allowing Eligible Animalcare Shareholders to retain an economic
interest in Animalcare's future. This enables participants to benefit from the
potential value creation driven by the research and development pipeline and
geographic expansion while under private ownership.
In reaching its decision to recommend the Acquisition, the Animalcare Board
has recognised and factored in the strong support from Animalcare's two
largest shareholders, Harwood Capital and Alychlo NV (Marc Coucke's investment
vehicle). The Animalcare Board believes that the support of these large
Animalcare Shareholders of the terms of the Acquisition confirms the
Animalcare Board's assessment that the Acquisition is in the best interests of
Animalcare and Animalcare Shareholders as a whole.
Stifel is unable to advise the Animalcare Directors as to whether or not the
terms of the Alternative Offer are fair and reasonable. This is because Stifel
has not had any involvement in the development and validation of any financial
projections for the Aggregator or the Topco Group. As a result, Stifel is
unable to assess any plans Charterhouse or Topco may have for the development
of the Topco Group to the degree necessary to form an assessment of the value
of the Alternative Offer. Stifel also notes the significant and variable
impact that the disadvantages and advantages of the Alternative Offer may have
for individual Eligible Animalcare Shareholders.
In terms of the advantages of the Alternative Offer, these include, in
particular, the ability to participate in the potential future value creation
of the Animalcare Group. In terms of the disadvantages, these include, in
particular, the level of uncertainty in the future value of the Aggregator
Interests which will depend on the performance of Animalcare in future which
itself will be impacted by the business plan and strategy of the business
under Charterhouse, as well as the terms of the Aggregator Interests and Topco
Units (which are set out in further detail below).
Accordingly, the Animalcare Directors are unable to form an opinion as to
whether or not the terms of the Alternative Offer are fair and reasonable and
are not making any recommendation to Eligible Animalcare Shareholders as to
whether or not they should elect for the Alternative Offer. In reviewing the
terms of the Alternative Offer proposed by Charterhouse, the Animalcare
Directors and Stifel have identified certain key disadvantages and advantages
of electing for the Alternative Offer as set out below. Further investment
considerations are outlined in paragraph 13 of this Announcement.
Disadvantages of electing for the Alternative Offer:
· Eligible Animalcare Shareholders will only be able to
elect for the Alternative Offer in relation to such number of their Animalcare
Shares as equals at least 66% of the Animalcare Shares held by them as at the
Reinvestment Election Date, and not a lower proportion of their Animalcare
Shares.
· Eligible Animalcare Shareholders have no certainty as to
the number of Topco Units that they would receive an indirect interest in
because:
· the maximum number of Topco Units available to the
Aggregator under the Alternative Offer will be limited to the equivalent of
24.99 per cent. of the total share capital of Topco immediately following the
Effective Date; and
· to the extent that elections for the Alternative Offer
cannot be satisfied in full (as the maximum number of Topco Units described
above would be otherwise exceeded), the entitlement to Topco Units of the
Aggregator will be reduced on a pro rata basis and rounded down to the nearest
whole number, and the balance of the consideration due to Animalcare
Shareholders who were to receive Aggregator Interests in relation to those
Topco Units (but for such scale back mechanism) will be paid in cash in
accordance with the Cash Offer.
· Following the Effective Date, the Animalcare Group will
be controlled by the Charterhouse Funds (through Bidco) and neither holders of
Aggregator Interests nor Topco Units (being the Aggregator itself) (each of
which do not carry any voting rights and will only confer upon the Lead
Aggregator Holders consent rights only in respect of a very limited number of
Reserved Matters) will therefore have limited influence over decisions made by
the Topco Group in relation to its investment in Animalcare Group or any other
business.
· The Aggregator Interests and Topco Units are unquoted and
there is no current expectation that they will be listed or admitted for
trading on any exchange or market for trading of securities and will therefore
be illiquid. Any assessment of the value of the Aggregator Interests should
therefore take into account an individual shareholder's assessment of an
appropriate liquidity discount.
· The Aggregator Interests and the Topco Units will not be
transferrable (save in very limited circumstances such as with the prior
consent of Charterhouse, pursuant to 'drag along' and 'tag along' provisions
or otherwise in connection with an exit initiated by Charterhouse or, in
relation to Topco Units, certain affiliate transfers where the shareholder is
an investment fund).
· The value of the Aggregator Interests will be uncertain
and there can be no assurance that any such securities will be capable of
being sold in the future or that they will be capable of being sold at the
value to be estimated by Rothschild & Co in the Scheme Document.
· Dividends, other distributions or returns of capital in
respect of Aggregator Interests and Topco Units will not be guaranteed.
· Further issuances of securities by Topco may occur.
Holders of Aggregator Interests and Topco Units will not have any veto or
pre-emption rights on further funding of Topco.
· The limited catch-up right of holders of Topco Units to
participate (indirectly through the Aggregator) in future issues of securities
by Topco on the same terms as Charterhouse will be subject to certain
customary exclusions.
· In relation to any future issues of Topco Units, if
Reinvesting Animalcare Shareholders wish to avoid their interest in Topco
being reduced by any such issue, they will need to invest further cash sums.
In particular, Animalcare Shareholders who do not elect to exercise their
limited catch-up rights by investing the necessary cash sums in respect of
such further issues of securities by Topco could suffer significant indirect
dilution to their interest in Topco.
· If the Topco Group introduces one or more management
incentive plans for actual or potential employees, directors, officers and/or
consultants of the Topco Group after the Effective Date that provides
participants with an interest in securities in the Topco Group, such issue(s)
could significantly dilute the interest of the Reinvesting Animalcare
Shareholders. In addition, the Animalcare Group may not receive material cash
sums as consideration for the issue of any such securities and the returns on
any such securities may be structured to increase their proportionate interest
in the Topco Group if the Topco Group increases in value (whether pursuant to
a ratchet mechanism or otherwise).
· The precise number of securities that may be issued by
Topco from time to time cannot be ascertained at the date of this Announcement
and will depend on a variety of factors including those above.
· Any exit will occur at the sole discretion of
Charterhouse, and holders of the Aggregator Interests and Topco Units will
therefore not have control over the date(s), terms or value(s) on or at which
they may be able to realise their investment in the Topco Group (if at all).
· Charterhouse may make any amendment to, or variation of,
the Topco Shareholders' Agreement, the Aggregator Shareholders' Agreement
and/or the Topco Articles and/or related documents without the consent of, or
notification to, holders of Aggregator Interests or Topco Units, provided that
such amendments or variations are not disproportionately adverse to the
economic position, and do not disproportionately increase the obligations, of
the holders of Aggregator Interests compared to Charterhouse without the prior
consent of the Aggregator or the Lead Aggregator Holders.
· The Aggregator Shareholders' Agreement and Topco
Shareholders' Agreement will also contain powers of attorney whereby the
Aggregator and each Reinvesting Animalcare Shareholder (as applicable)
appoints Topco as its attorney to secure the performance by the Aggregator or
the relevant Animalcare Shareholder (as applicable) of certain obligations to
be included in the Aggregator Shareholders' Agreement or Topco Shareholders'
Agreement, including in relation to exits, transfers and refinancings.
· A combination of such powers of attorney, and the
variation provisions described above and certain other requirements to be
included in the Aggregator Shareholders' Agreement, Aggregator Articles, Topco
Shareholders' Agreement and Topco Articles will therefore narrow the scope of
class rights protections which would otherwise be available to holders of
Aggregator Interests and Topco Units under local law.
· The Animalcare Shares are currently admitted to trading
on the London Stock Exchange's AIM market and Animalcare Shareholders are
afforded certain standards and protections, including in respect of
disclosure, as a result. Animalcare Shareholders who elect for the Alternative
Offer and reinvest in the Topco Group will not be afforded protections
commensurate with those that they currently benefit from as shareholders in
Animalcare.
· While Animalcare Shareholders will need to take their own
tax and legal advice, the structure of the Alternative Offer may have tax
implications for those who are subject to tax and Animalcare Shareholders may
be subject to taxes on proceeds even if such proceeds are reinvested as part
of the Alternative Offer.
· An investment in the Aggregator may have different tax
implications compared to an investment in Animalcare Shares. Animalcare
Shareholders will need to take their own legal and tax advice to consider
these implications.
Advantages of electing for the Alternative Offer:
· The Alternative Offer allows Animalcare Shareholders to
reinvest in the Aggregator, providing continued economic exposure (indirectly)
to Animalcare under private ownership.
· The Alternative Offer allows Animalcare Shareholders to
participate in potential future value creation and may ultimately deliver
greater value than the Cash Offer (although this cannot be guaranteed).
Animalcare Shareholders are strongly encouraged to take into account the
disadvantages and advantages of the Alternative Offer, as well as a number of
investment considerations and risk factors outlined in paragraph 13 of this
Announcement and their particular circumstances, when deciding whether to
elect for the Alternative Offer in respect of such number of their Animalcare
Shares as equals at least 66% of the Animalcare Shares held by them as at the
Reinvestment Election Date.
Animalcare Shareholders should also determine whether acquiring or holding
Aggregator Interests is affected by the laws or regulations of the relevant
jurisdiction in which they reside and are encouraged to consider the
advantages and disadvantages of electing for the Alternative Offer (including,
but not limited to, those set out above), and whether the Aggregator Interests
are a suitable investment in light of their own personal and tax
circumstances.
Animalcare Shareholders are strongly recommended to seek their own independent
financial, tax and legal advice in light of their own particular circumstances
and investment objectives before deciding whether to elect for the Alternative
Offer. Any decision to elect for the Alternative Offer should be based on
independent financial, tax and legal advice and full consideration of the
information to be set out in the Scheme Document.
Further detail on the Animalcare Directors' elections for the Alternative
Offer are set out in paragraph 8 below.
6. Information on Charterhouse and Bidco
Charterhouse
Charterhouse is one of the longest established private equity firms operating
in Europe, having built a strong reputation through over 80 years of active
investments in private equity and over 35 years of buy-outs. Charterhouse
typically invests in companies headquartered in Western Europe and works
closely with incumbent management teams providing them with active support to
drive growth. Charterhouse pursues a highly selective investment approach,
partnering with a small number of high-quality companies.
Charterhouse has approximately €7 billion of funds under management and
follows a selective, conviction-led approach to investing in high-quality
mid-market companies headquartered in Europe. Charterhouse has 65 team
members, including 17 partners and 35 investment professionals, all of whom
are based in its London headquarters.
Bidco
Bidco is a private limited company incorporated in England and Wales. Bidco is
a wholly-owned indirect subsidiary of the Charterhouse Funds. Bidco has not
traded since its date of incorporation, nor has it entered into any
obligations other than in connection with the Acquisition.
7. Information on Animalcare
Headquartered in York (UK), Animalcare is an animal healthcare company focused
on the development and commercialisation of products for companion animals,
equine, and production animals. The company has approximately 165 animal
health pharma brands across multiple markets and therapeutic areas, with its
core focus on pain management, anaesthetics and analgesics, fluid therapy,
gastric ulcer and non-antibiotic anti-infectives, and dental products.
Animalcare has a long established presence in Europe, with a recent expansion
into APAC through its acquisition of Randlab. Animalcare Shares are traded on
AIM (ANCR).
8. Irrevocable undertakings
Each of the Animalcare Directors who hold Animalcare Shares (in a personal
capacity or through a nominee or connected investment vehicle) has irrevocably
undertaken to vote in favour (or procure a vote in favour) of the Scheme at
the Court Meeting and the Resolutions at the General Meeting (and, if the
Scheme is subsequently structured as an Offer, to accept (or procure the
acceptance of the Offer), in respect of their entire beneficial holdings of
(in aggregate) 16,118,007 Animalcare Shares (representing approximately 23.3
per cent. of the existing issued share capital of Animalcare) as at the Latest
Practicable Date.
One of the Animalcare Directors, Jennifer Winter, has also irrevocably
undertaken to elect for the Alternative Offer in respect of:
(a) all of the Animalcare Shares held by her as at the Reinvestment
Election Date; and
(b) such number of Animalcare Shares as would result in her having
made an election in respect of the Alternative Offer in relation to 80 per
cent. (net of applicable taxes and social security contributions and any
exercise price and/or nominal value required to be paid on acquisition by her
of the Plan Shares) of the cash consideration she would have otherwise
received in respect of the Acquisition (absent any election for the
Alternative Offer).
In addition to the irrevocable undertakings received from the Animalcare
Directors as set out above, Bidco has also received an irrevocable undertaking
from Harwood Capital, in respect of their entire beneficial holdings of
Animalcare Shares (being 12,700,500 Animalcare Shares, representing
approximately 18.4 per cent. of the existing issued share capital of
Animalcare as at the Latest Practicable Date), to:
(a) vote in favour of the Scheme at the Court Meeting and the
Resolutions at the General Meeting (and, if the Scheme is subsequently
structured as an Offer, to accept or procure the acceptance of such Offer) in
respect of all of their Animalcare Shares); and
(b) to elect for the Alternative Offer in respect of not less than
8,928,572 Animalcare Shares.
In aggregate, therefore, Bidco has received irrevocable undertakings to vote
in favour (or procure a vote in favour) of the Scheme at the Court Meeting and
the Resolutions at the General Meeting (or, in the event that the Acquisition
is implemented by way of an Offer, to accept or procure the acceptance of the
Offer) in respect of 28,818,507 Animalcare Shares, representing approximately
41.7 per cent. of the existing issued share capital of Animalcare as at the
Latest Practicable Date.
Further details of these irrevocable undertakings (including the circumstances
in which they may lapse) are set out in Appendix 3 to this Announcement.
9. Intentions of Bidco
Strategic plans for the Animalcare Group
Bidco intends to support Animalcare's existing strategy following the
completion of the Acquisition and believes that the successful execution of
the key elements of Animalcare's strategy, in particular R&D investments,
operational investments and transformative M&A can be underpinned and
enhanced without the pressures of being a listed business. Bidco believes that
private ownership can allow access to additional capital and resources to
accelerate the longer term potential of the business.
Employees and management
Bidco attaches great importance to the skills and experience of Animalcare's
employees and believes that identifying and retaining key staff within
Animalcare will be of paramount importance moving forwards following the
Acquisition. Bidco believes that employees will benefit from greater
opportunities in a private setting following the Acquisition.
As noted in paragraph 15 once Animalcare ceases to be a listed company, the
listed company-related functions will no longer be needed or will be capable
of being merged or reorientated to align with Animalcare's new status as a
private company. This may lead to a limited reduction in the headcount of
Animalcare.
Other than as described above, Bidco does not intend for the Acquisition to
have any material impact on the continued employment of Animalcare's
employees.
Existing employment rights and pensions
Bidco confirms that, following completion of the Acquisition, the existing
contractual and statutory employment rights, including in relation to
pensions, of all Animalcare employees will be fully safeguarded in accordance
with applicable law. Bidco does not intend for there to be any changes to
employer contributions into Animalcare's pension schemes, the accrual of
benefits for existing members, and the admission of new members. Save as set
out in this Announcement, Bidco does not intend to make any material changes
to the conditions of employment, or to the balance of skills and functions, of
the employees of Animalcare, unless otherwise agreed with the relevant
employees.
Management incentive arrangements
Bidco has not entered into any form of incentivisation arrangements with
members of Animalcare's management nor has it had discussions with them about
the terms of any such incentivisation. At an appropriate future date following
completion of the Acquisition, Bidco intends to discuss and agree the
provision of an alternative future incentive structure for certain members of
the Animalcare management team.
Headquarters, locations, fixed assets and research and development
Bidco does not intend to make any changes to Animalcare's fixed assets or
asset base. Bidco does not intend to carry out any material restructurings or
changes in the location or functions of Animalcare's headquarters or with
regard to Animalcare's operations and places of business, other than in
respect of the listed company-related functions as described above, and as a
consequence of supporting management in continuing its strategy (including of
acquiring businesses). Animalcare's R&D function remains strategically
important to Bidco and Bidco intends to continue the Animalcare Board's
strategy of making materially higher levels of investment in Animalcare's
research and development function, in both absolute and relative terms,
compared to the levels of investment made by Animalcare over the preceding
five-year period.
Trading facilities
Animalcare Shares are currently admitted to trading on AIM. 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 from or shortly following the Effective Date. Bidco also
intends that, following the cancellation of the trading of the Animalcare
Shares on AIM, Animalcare will be re-registered as a private limited company.
Please refer to paragraph 15 of this Announcement for further information.
No post-offer undertakings
No statements in this paragraph are "post-offer undertakings" for the purposes
of Rule 19.5 of the Code.
10. Animalcare Share Plan
Participants in the Animalcare Share Plan will be contacted regarding the
effect of the Acquisition on their rights under the Animalcare Share Plan and,
to the extent required, in due course appropriate proposals pursuant to Rule
15 of the Code will be made to such participants which reflect their
entitlements under the Animalcare Share Plan.
Further details of such proposals will be set out in the Scheme Document and
in separate letters to be sent to the participants in due course.
11. Financing of the Acquisition
The Charterhouse Funds have committed to make indirect capital contributions
to Bidco to finance the entire cash consideration payable to Animalcare
Shareholders under the terms of the Cash Offer. Rothschild & Co in its
capacity as financial adviser to Charterhouse and Bidco, is satisfied that
sufficient cash resources are available to Bidco to enable Bidco to satisfy in
full the cash consideration payable to Animalcare Shareholders under the terms
of the Cash Offer.
Bidco has also obtained a signed commitment letter from certain lenders in
respect of debt financing which may be used towards, inter alia: (i) financing
or refinancing all amounts payable in connection with the Acquisition; (ii)
repayment and/or backstopping of existing indebtedness of the Animalcare Group
(and any related prepayment fees); and (iii) payment of fees, costs, expenses,
stamp duty, taxes and/or liabilities in connection with the foregoing.
Further information in relation to the financing of the Acquisition will be
set out in the Scheme Document.
12. Offer‑related arrangements
Confidentiality Agreement
Charterhouse and Animalcare entered into the Confidentiality Agreement on 8
January 2026 pursuant to which Charterhouse has undertaken, subject to certain
exceptions (a) to keep certain information relating to the Acquisition and to
the other party confidential; and (b) not to disclose such information to
third parties.
The Confidentiality Agreement also contains customary non-solicitation and
standstill provisions, in each case subject to customary carve-outs, which
apply for a period of 6 months for the non-solicitation provisions; and 12
months for the standstill provisions, in each case from the date of the
Confidentiality Agreement.
The obligations in the Confidentiality Agreement shall terminate on the date
falling 24 months after the date of the Confidentiality Agreement.
Clean Team Agreement
Charterhouse and Animalcare entered into the Clean Team Agreement on 2 March
2026, which sets out, among other things, how confidential information that is
competitively sensitive can be disclosed, used or shared between
Charterhouse's clean team members and/or external advisers retained by
Charterhouse and Animalcare's clean team members and/or external advisers
retained by Animalcare.
13. Alternative Offer
Terms of the Alternative Offer
Under the Alternative Offer, Eligible Animalcare Shareholders may elect, in
respect of such number of their Animalcare Shares as equals at least 66% of
the Animalcare Shares held by them as at the Reinvestment Election Date, to
indirectly reinvest their proceeds (by way of a cashless subscription for
Aggregator Interests), in lieu of the Cash Offer to which they are otherwise
entitled, and ultimately indirectly receive, for each Animalcare Share, 1
Topco Unit.
Accordingly, by way of example, if an Eligible Animalcare Shareholder with
1,000 Animalcare Shares validly elects to receive the Alternative Offer in
respect of all of its Animalcare Shares, it will be entitled to reinvest the
proceeds from the sale of all of its Animalcare Shares by subscribing (on a
cashless basis) for such number of Aggregator Interests as is proportionate to
the value of 1,000 Topco Units (which shall in turn be subscribed for by the
Aggregator in relation to that Animalcare Shareholder's Topco Units).
The maximum number of Topco Units available to the Aggregator under the
Alternative Offer will be limited to the equivalent of 24.99% of the total
share capital of Topco in issue immediately following the Effective Date (the
"Alternative Offer Maximum").
If valid elections are received from Eligible Animalcare Shareholders in
respect of a number of Animalcare Shares that would require the issue of Topco
Units exceeding the Alternative Offer Maximum, such elections will be unable
to be satisfied in full. In these circumstances, the entitlement to Topco
Units of each Animalcare Shareholder who has made a valid election will be
reduced on a pro rata basis and rounded down to the nearest whole number, and
the balance of the consideration due to such Animalcare Shareholder will be
paid in cash in accordance with the terms of the Cash Offer.
Eligible Animalcare Shareholders who elect for the Alternative Offer will,
pursuant to a power of attorney to be included in the Form of Election and/or
the Scheme Document, deliver a fully executed deed of adherence pursuant to
which they will be bound by the Aggregator Shareholders' Agreement.
Animalcare Shareholders who do not validly elect for the Alternative Offer
will automatically receive the full amount of the Cash Offer for their entire
holding of Animalcare Shares.
For the purpose of Rule 24.11 of the Code, Rothschild & Co, as financial
adviser to Bidco, will provide an estimate of the value of an Aggregator
Interest, together with the assumptions, qualifications and caveats forming
the basis of its estimate of value, in a letter to be included in the Scheme
Document.
If an Eligible Animalcare Shareholder elects to reinvest the cash
consideration payable to it in respect of a number of its Animalcare Shares
equalling at least 66% of the Animalcare Shares held by it as at the
Reinvestment Election Date, the portion of the cash consideration in respect
of which such election is made will instead be applied on a cashless basis, at
its direction in making payment to the Aggregator by way of a subscription for
Aggregator Interests. Any balance shall be paid out to that Animalcare
Shareholder in cash. In respect of any such election, the Aggregator will in
turn apply such cash consideration on a cashless basis, at the Aggregator's
direction in making payment to Topco by way of a subscription for Topco Units.
Aggregator Interests
The Aggregator Interests issued to Animalcare Shareholders who validly elect
for the Alternative Offer will be issued credited as fully paid. The
Aggregator Ordinary Shares will rank pari passu in all respects with each
other. The Aggregator Preferred Return Instruments will rank pari passu in all
respects with each other. The economic rights attaching to the Aggregator
Ordinary Shares and the Aggregator Preferred Return Instruments will mirror
those of the Topco Ordinary Shares and the Topco Preferred Return Instruments
respectively, such that the relative economic entitlements as between the two
classes of instruments at the Aggregator level reflect the relative economic
entitlements as between the corresponding classes at the Topco level.
Aggregator share capital as a result of the Acquisition
On or around the Effective Date, Animalcare Shareholders who validly elect for
the Alternative Offer will subscribe for Aggregator Ordinary Shares and
Aggregator Preferred Return Instruments. The ratio of Aggregator Ordinary
Shares to Aggregator Preferred Return Instruments subscribed for by each such
Animalcare Shareholder shall be the same as the ratio of Topco Ordinary Shares
to Topco Preferred Return Instruments for which the Aggregator subscribes.
Topco Units
The Topco Units issued to the Aggregator in connection with the Alternative
Offer will be issued credited as fully paid. The Topco Preferred Return
Instruments will rank pari passu with each other. The Topco A Ordinary Shares
and Topco B Ordinary Shares will rank pari passu in all respects with each
other, save that Topco B Ordinary Shares will have no voting rights and
governance rights will be as described in Appendix 4 to this Announcement.
Topco share capital as a result of the Acquisition
On or around the Effective Date, Topco will, subject to the terms and
conditions of the Alternative Offer, issue Topco Units to the Aggregator. The
Topco B Ordinary Shares to be issued to the Aggregator on or around the
Effective Date will be issued at an equivalent value to the Topco A Ordinary
Shares to be issued to an entity controlled by the Charterhouse Funds on or
around the Effective Date, and the Topco Preferred Return Instruments to be
issued to the Aggregator on or around the Effective Date will be issued at an
equivalent value to the Topco Preferred Return Instruments to be issued to an
entity controlled by the Charterhouse Funds on or around the Effective Date.
The aggregate number of Topco B Ordinary Shares issued to the Aggregator will
comprise up to 24.99 per cent. of the total issued ordinary share capital of
Topco, and the aggregate value of Topco Preferred Return Instruments issued to
the Aggregator will comprise up to 24.99 per cent. of the total nominal value
of Topco Preferred Return Instruments issued by Topco.
Risk factors and other investment considerations
A summary of the key rights attaching to the Aggregator Interests and the
Topco Units is set out in Appendix 4 to this Announcement and further details
will be set out in the Scheme Document, the Aggregator Shareholders'
Agreement, the Topco Shareholders' Agreement, the Aggregator Articles and the
Topco Articles.
The attention of Eligible Animalcare Shareholders who may be considering
electing for the Alternative Offer is drawn to certain risk factors and other
investment considerations relevant to such an election. These will be set out
in full in the Scheme Document and include, inter alia, the following:
· following the Effective Date, the Animalcare Group will
be controlled by the Charterhouse Funds (through Bidco) and neither holders of
Aggregator Interests nor Topco Units (being the Aggregator itself) (each of
which do not carry any voting rights and will only confer upon the Lead
Aggregator Holders consent rights only in respect of a very limited number of
Reserved Matters) will therefore have limited influence over decisions made by
Topco in relation to its investment in Animalcare or any other business;
· the Aggregator Interests and Topco Units are unquoted and
there is no current expectation that they will be listed or admitted for
trading on any exchange or market for trading of securities and will therefore
be illiquid. Any assessment of the value of the Aggregator Interests should
therefore take into account an individual shareholder's assessment of an
appropriate liquidity discount;
· the Aggregator Interests and the Topco Units will not be
transferrable (save in very limited circumstances such as with the prior
consent of Charterhouse, pursuant to 'drag along' and 'tag along' provisions
or otherwise in connection with an exit initiated by Charterhouse or, in
relation to Topco Units, certain affiliate transfers where the shareholder is
an investment fund);
· the value of the Aggregator Interests will be uncertain
and there can be no assurance that any such securities will be capable of
being sold in the future or that they will be capable of being sold at the
value to be estimated by Rothschild & Co in the Scheme Document;
· dividends, other distributions or returns of capital in
respect of Aggregator Interests and Topco Units will not be guaranteed;
· given the scale back mechanism described at paragraph 13
above, Animalcare Shareholders will have no certainty as to the number of
Topco Units they would receive an interest in;
· further issuances of securities by Topco may occur.
Holders of Aggregator Interests and Topco Units will not have any veto or
pre-emption rights on further funding of Topco;
· the limited catch-up right of holders of Topco Units to
participate (indirectly through the Aggregator) in future issues of securities
by Topco on the same terms as Charterhouse will be subject to certain
customary exclusions;
· in relation to any future issues of Topco Units, if
Reinvesting Animalcare Shareholders wish to avoid their interest in Topco
being reduced by any such issue, they will need to invest further cash sums.
In particular, Animalcare Shareholders who do not elect to exercise their
limited catch-up rights by investing the necessary cash sums in respect of
such further issues of securities by Topco could suffer significant indirect
dilution to their interest in Topco;
· if the Topco Group introduces one or more management
incentive plans for actual or potential employees, directors, officers and/or
consultants of the Topco Group after the Effective Date that provides
participants with an interest in securities in the Topco Group, such issue(s)
could significantly dilute the interest of the Reinvesting Animalcare
Shareholders. In addition, the Topco Group may not receive material cash sums
as consideration for the issue of any such securities and the returns on any
such securities may be structured to increase their proportionate interest in
the Topco Group if the Topco Group increases in value (whether pursuant to a
ratchet mechanism or otherwise);
· the precise number of securities that may be issued by
Topco from time to time cannot be ascertained at the date of this Announcement
and will depend on a variety of factors including those above;
· any exit will occur at the sole discretion of
Charterhouse, and holders of the Aggregator Interests and Topco Units will
therefore not have control over the date(s), terms or value(s) on or at which
they may be able to realise their investment in the Topco Group (if at all);
· Charterhouse may make any amendment to, or variation of,
the Topco Shareholders' Agreement, the Aggregator Shareholders' Agreement
and/or the Topco Articles and/or related documents without the consent of, or
notification to, holders of Aggregator Interests or Topco Units, provided that
such amendments or variations are not disproportionately adverse to the
economic position, and do not disproportionately increase the obligations, of
the holders of Aggregator Interests compared to Charterhouse without the prior
consent of the Aggregator or the Lead Aggregator Holders;
· the Aggregator Shareholders' Agreement and Topco
Shareholders' Agreement will also contain powers of attorney whereby the
Aggregator and each Reinvesting Animalcare Shareholder (as applicable)
appoints Topco as its attorney to secure the performance by the Aggregator or
the relevant Animalcare Shareholder (as applicable) of certain obligations to
be included in the Aggregator Shareholders' Agreement or Topco Shareholders'
Agreement, including in relation to exits, transfers and refinancings;
· a combination of such powers of attorney, and the
variation provisions described above and certain other requirements to be
included in the Aggregator Shareholders' Agreement, Aggregator Articles, Topco
Shareholders' Agreement and Topco Articles will therefore narrow the scope of
class rights protections which would otherwise be available to holders of
Aggregator Interests and Topco Units under local law;
· the Animalcare Shares are currently admitted to trading
on the London Stock Exchange's AIM market and Animalcare Shareholders are
afforded certain standards and protections, including in respect of
disclosure, as a result. Animalcare Shareholders who elect for the Alternative
Offer and reinvest in the Animalcare Group will not be afforded protections
commensurate with those that they currently benefit from as shareholders in
Animalcare;
· while Animalcare Shareholders will need to take their own
tax and legal advice, the structure of the Alternative Offer may have tax
implications for those who are subject to tax and Animalcare Shareholders may
be subject to taxes on proceeds even if such proceeds are reinvested as part
of the Alternative Offer; and
· an investment in the Aggregator may have different tax
implications compared to an investment in Animalcare Shares. Animalcare
Shareholders will need to take their own legal and tax advice to consider
these implications.
The Alternative Offer is not being offered, sold or delivered, directly or
indirectly, in or into any Restricted Jurisdiction and individual acceptances
of the Alternative Offer will only be valid if all regulatory approvals
required by an Animalcare Shareholder to acquire the Aggregator Interests have
been obtained.
In addition, Eligible Animalcare Shareholders who elect for the Alternative
Offer will be required to provide certain "Know Your Client" information as
requested by Bidco and Charterhouse.
14. Scheme process
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Bidco reserves the right to elect to implement the Acquisition by
way of a takeover offer as defined in Part 28 of the Companies Act, subject to
the consent of, where necessary, the Panel).
The purpose of the Scheme is to provide for Bidco to become the owner of the
entire issued and to be issued share capital of Animalcare. The Scheme is an
arrangement between Animalcare and the Scheme Shareholders and is subject to
the approval of the Court. The procedure involves, among other things, an
application by Animalcare to the Court to sanction the Scheme, in
consideration for which Scheme Shareholders will receive cash or Aggregator
Interests on the basis described in paragraph 2 of this Announcement.
On the Scheme becoming Effective: (a) it will be binding on all Animalcare
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting and the General Meeting (and, if they attended and voted,
whether or not they voted in favour); and (b) share certificates in respect
of Animalcare Shares will cease to be of value and should be destroyed and
entitlements to Animalcare Shares held within the CREST system will be
cancelled. The consideration payable under the Scheme will be despatched to
Scheme Shareholders by Bidco no later than 14 days after the Effective Date.
Any Animalcare Shares issued before the Scheme Record Time will be subject to
the terms of the Scheme. The Resolutions at the General Meeting will, among
other matters, provide that the articles of association of Animalcare be
amended to incorporate provisions requiring any Animalcare Shares issued after
the Scheme Record Time (other than to Bidco or its nominee(s)) to be
automatically transferred to Bidco on the same terms as the Acquisition (other
than terms as to timings and formalities). The provisions of the articles of
association of Animalcare (as amended) will avoid any person (other than Bidco
or its nominee(s)) holding Animalcare Shares after the Effective Date.
The Acquisition will be subject to the Conditions and certain further terms
referred to in Appendix 1 to this Announcement and to the full terms and
conditions to be set out in the Scheme Document. Those Conditions include the
Scheme becoming Effective by 11.59 p.m. (London time) on the Long Stop Date
and the Scheme itself will be conditional upon:
(a) the approval of the Scheme by a majority in number of the
Scheme Shareholders, representing not less than 75 per cent. in value of the
Scheme Shares held by those Scheme Shareholders, present and voting, either in
person or by proxy, at the Court Meeting;
(b) the passing of the Resolutions by at least 75 per cent. of
votes cast at the General Meeting;
(c) the Scheme being sanctioned by the Court (without
modification, or with modification on terms agreed by Bidco and Animalcare);
and
(d) the Court Order being delivered to the Registrar of
Companies.
The Acquisition will also be conditional upon the satisfaction or waiver (as
applicable) of the FIRB Condition, which must be satisfied or waived (as
applicable) before the Scheme can become Effective.
The Scheme will lapse and the Acquisition will not proceed if:
o the Court Meeting and the General Meeting are not held by the 22(nd)
day after the expected date of such meetings to be set out in the Scheme
Document in due course;
o the Sanction Hearing is not held by the 22(nd) day after the expected
date of such hearing to be set out in the Scheme Document in due course; or
o the Scheme does not become Effective by 11.59 p.m. (London time) on
the Long Stop Date,
provided, however, that the deadlines for the timing of the Court Meeting, the
General Meeting and the Sanction Hearing as set out above may be waived by
Bidco and Animalcare and the deadline for the Scheme to become Effective may
be extended by agreement between Bidco and Animalcare and with consent of the
Panel and (where relevant) the Court.
It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting, will
be posted to Animalcare Shareholders (other than those resident in Restricted
Jurisdictions) along with the Forms of Proxy and Form of Election as soon as
practicable and in any event within 28 days of the date of this Announcement
(or such later time as Animalcare, Bidco and the Panel may agree) and the
Court Meeting and the General Meeting are expected to be held shortly
thereafter.
Subject to the satisfaction or, where applicable, waiver of all relevant
conditions, including the Conditions, the Acquisition is currently expected to
complete during Q2 or Q3 2026. An expected timetable of key events relating to
the Acquisition will be set out in the Scheme Document.
15. Delisting, cancellation of trading and re-registration
Animalcare Shares are currently admitted to trading on AIM. Prior to the
Scheme becoming Effective, it is intended that applications will be made to
the London Stock Exchange to, subject to the Scheme becoming Effective, cancel
the admission to trading of Animalcare Shares on AIM, with effect from or
shortly following the Effective Date.
The last day of dealings in, and registration of transfers of, Animalcare
Shares on AIM is expected to be the Business Day immediately prior to the
Effective Date and no transfers will be registered after 6:00 p.m. (London
time) on that date.
On the Effective Date, share certificates in respect of Animalcare Shares will
cease to be valid and entitlements to Animalcare Shares held within the CREST
system will be cancelled.
It is also intended that, following the Effective Date (or, if the Acquisition
is implemented by way of an Offer instead of the Scheme, the Offer becoming or
being declared Unconditional) and following the cancellation of the trading of
Animalcare Shares on AIM, Animalcare will be re-registered as a private
company under the relevant provisions of the Companies Act.
16. Disclosure of interests in Animalcare securities
Except for the irrevocable undertakings referred to in paragraph 8 above and
Appendix 3 to this Announcement, as at close of business on the Latest
Practicable Date, neither Bidco, nor any of its directors, nor, so far as
Bidco is aware, any person treated as acting in concert (within the meaning of
the Code) with it for the purposes of the Acquisition, had:
(a) any interest in, or right to subscribe for, any relevant
securities of Animalcare; or
(b) any short positions in respect of relevant securities of
Animalcare (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery; or
(c) borrowed or lent any relevant securities of Animalcare
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 3 on Rule 4.6 of the Code), save for any borrowed
shares which have been either on-lent or resold; or
(d) entered into any dealing arrangement of the kind referred to
in Note 11 of the definition of acting in concert in the Code in relation to
the relevant securities of Animalcare.
An "interest in securities" for these purposes arises, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short position in
securities is not treated as interested in those securities). In particular, a
person will be treated as having an "interest" by virtue of the ownership,
voting rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to, securities.
17. Documents published on a website
Copies of the following documents will be made available, subject to certain
restrictions relating to persons resident 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/)
and on Charterhouse's website at https://www.paw.charterhouse.co.uk/
(https://www.paw.charterhouse.co.uk/) promptly and in any event by no later
than 12 noon (London time) on the Business Day following this Announcement and
will remain so available until the end of the Offer Period:
(a) this Announcement;
(b) the Confidentiality Agreement;
(c) the Clean Team Agreement;
(d) the Alternative Offer Term Sheet;
(e) the documents relating to the financing of the Acquisition;
(f) the irrevocable undertakings described in Appendix 3 to this
Announcement; and
(g) the consents of Rothschild & Co, Stifel, and Panmure
Liberum referred to in paragraph 18 below.
Neither the content of the websites referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this Announcement.
18. General
Bidco reserves the right to elect (with the consent of the Panel) to implement
the Acquisition by way of an Offer instead of the Scheme. In such event, the
Offer will be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme, subject to appropriate
amendments (including to statutory voting requirements), to reflect the change
in method of implementing the Acquisition, including in particular the
amendments referred to in Part 2 of Appendix 1 to this Announcement.
In deciding whether or not to vote or procure votes to approve the Scheme at
the Court Meeting or to vote or procure votes in favour of the Resolutions at
the General Meeting in respect of their Animalcare Shares, Animalcare
Shareholders should rely on the information contained, and follow the
procedures described, in the Scheme Document.
Animalcare Shareholders should be aware that Bidco may purchase Animalcare
Shares otherwise than under the Scheme (or any Offer), including pursuant to
privately negotiated purchases.
Rothschild & Co (as Financial Adviser to Charterhouse and Bidco) and
Stifel (as Financial Adviser, Rule 3 Adviser, and Joint Broker to Animalcare
and Panmure Liberum (as Joint Broker to Animalcare) have each given and not
withdrawn their consent to the publication of this Announcement with the
inclusion herein of the references to their name in the form and context in
which they appear.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and to the full terms and conditions which
will be set out in the Scheme Document. Appendix 2 contains the bases of
calculation and sources of certain information contained in this Announcement.
Appendix 3 contains details of the irrevocable undertakings procured by Bidco
in relation to the Acquisition. Appendix 4 contains a summary of the
Aggregator, the Aggregator Interests, the Topco, the Topco Units and the
eligibility to elect for the Alternative Offer. Appendix 5 contains details
and bases of belief of the Animalcare Profit Estimates. Appendix 6 contains
definitions of certain terms used in this Announcement.
Enquiries
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)
Matthieu Roussellier pro-charterhouse@prosek.com
Kate Pledger
Animalcare
Jennifer Winter (Chief Executive Officer) +44 (0) 1904 487 687
Chris Brewster (Chief Financial Officer)
Media/Investor Relations communications@Animalcare.com
Alma Strategic Communications (PR Adviser to Animalcare)
Caroline Forde +44 (0) 20 3405 0205
Kinvara Verdon
Animalcare@almastrategic.com
Rose Docherty
Stifel Nicolaus Europe Limited (Financial Adviser, Rule 3 Adviser, and Joint +44 (0) 20 7710 7600
Broker to Animalcare)
Ben Maddison
Charles Hoare
Jason Grossman
Francis North
Ben Good
Kate Hanshaw
Panmure Liberum (Joint Broker to Animalcare)
Emma Earl +44 (0)20 7886 2500
Freddy Crossley
Rupert Dearden
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.
The person responsible for arranging the release of this Announcement on
behalf of Animalcare is Chris Brewster, Chief Financial Officer and Company
Secretary.
Important notices relating to financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA, is acting exclusively for Charterhouse
and Bidco and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than Charterhouse and
Bidco for providing the protections afforded to clients of Rothschild & Co
nor for providing advice in connection with any matter referred to herein.
Neither Rothschild & Co nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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, any statement
contained herein or otherwise.
Stifel Nicolaus Europe Limited ("Stifel") which is authorised and regulated by
the FCA, is acting exclusively for Animalcare and for no one else and will not
be responsible to anyone other than Animalcare for providing the protections
afforded to its clients or for providing advice in relation to the matters
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, any statement contained herein or otherwise.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the FCA, is acting exclusively for Animalcare and no one else in connection
with the 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 matters
referred to in this Announcement. Neither Panmure Liberum nor any of their
respective partners, directors, officers, employees, advisers, consultants,
affiliates or agents 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 the matters referred to in this Announcement, any statement
contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Animalcare in any jurisdiction in contravention of
applicable law . The Acquisition will be implemented solely pursuant to the
terms of the Scheme Document (or, if the Acquisition is implemented by way of
an Offer, the Offer Document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Scheme (or, if the Acquisition is implemented by way of an Offer, how to
accept the Offer). Any decision in respect of the Acquisition should be made
only on the basis of the information in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document).
Bidco and Animalcare will prepare the Scheme Document (or, if the Acquisition
is implemented by way of an Offer, the Offer Document) to be distributed to
Animalcare Shareholders. Bidco and Animalcare urge Animalcare Shareholders to
read the Scheme Document (or Offer Document, as applicable) when it becomes
available because it will contain important information relating to the
Acquisition.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or a prospectus exempted
document.
This Announcement contains inside information in relation to Animalcare for
the purposes of Article 7 of the UK Market Abuse Regulation. Upon the
publication of this Announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain.
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 FSMA 2000 if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying with English
law, the Code, the UK Market Abuse Regulation, the AIM Rules and the
Disclosure Guidance and Transparency 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 of jurisdictions outside
England. The Acquisition will be subject to the applicable requirements of the
Companies Act, the Code, the Panel, the London Stock Exchange, the FCA and
applicable securities laws. The release, publication or distribution of this
Announcement in, into or from jurisdictions other than the UK may be
restricted by law and therefore any persons who are not resident in the UK or
who are subject to the laws of any jurisdiction other than the UK (including
Restricted Jurisdictions) should inform themselves about, and observe, any
applicable legal or regulatory requirements. In particular, the ability of
persons who are not resident in the UK or who are subject to the laws of
another jurisdiction to participate in the Acquisition (including the
Alternative Offer) or to vote their Animalcare Shares in respect of the Scheme
at the Court Meeting, or to execute and deliver Forms of Proxy appointing
another person to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located or to
which they are subject. Any failure to comply with such requirements may
constitute a violation of securities laws in the relevant jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available, in
whole or in part, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Scheme by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction and persons
receiving such documents (including, without limitation, agents custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
them in, into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of acceptance of the Acquisition. If the
Acquisition is implemented by way of an Offer instead of the Scheme, unless
otherwise permitted by applicable law and regulation, the Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex 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.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document).
Additional information for U.S. investors
The Acquisition relates to the shares of an English company with a listing on
AIM and is being made by means of a scheme of arrangement provided for under
English company law. This Announcement has been prepared for the purpose of
complying with English law, the Code, the UK Market Abuse Regulation, the AIM
Rules and the Disclosure Guidance and Transparency 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 of the U.S.. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the U.S. Exchange Act.
Accordingly, the Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements of the U.S. tender offer and proxy solicitation
rules.
If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer and determines to extend the Offer into the United States,
such Offer would be made in compliance with applicable U.S. laws and
regulations, including any applicable exemptions under the U.S. Exchange Act,
and in respect of the issuance of Aggregator Interests, pursuant to exemptions
from, or in transactions not subject to, the registration requirements under
the U.S. Securities Act. Such an Offer would be made into the United States by
Bidco and no one else.
Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved or passed judgment upon the
fairness or the merits of the Acquisition or the Alternative Offer or
determined if this Announcement is adequate, accurate or complete. Any
representation to the contrary is a criminal offence in the U.S..
It may be difficult for U.S. holders of Animalcare Shares to enforce their
rights and any claim arising out of the U.S. federal laws or to enforce a
judgment of a U.S. court predicated upon the federal and state securities laws
of the U.S., since Bidco and Animalcare are located in jurisdictions outside
the U.S., and some or all of their officers and directors may be residents of
a non-U.S. jurisdiction. In addition, some or all of the assets of Bidco and
Animalcare are or may be located in jurisdictions outside the U.S.. U.S.
holders of Animalcare Shares may not be able to sue a non-U.S. company or its
officers or directors in a non-U.S. court for violations of the U.S.
securities laws. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, Charterhouse, Bidco or its nominees, or its brokers (acting
as agents), may from time to time make certain purchases of, or arrangements
to purchase, shares or other securities of Animalcare outside of the U.S.,
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 UK, 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) .
The Aggregator Interests to be issued under the Alternative Offer have not
been registered under the US Securities Act or under any relevant securities
laws or with any securities regulatory authority of any state, district or
other jurisdiction, of the U.S. and will not be listed on any stock exchange
in the U.S.. The Aggregator Interests may not be offered or sold in the U.S.
absent registration or an available exemption from, or a transaction not
subject to, the registration requirements of the U.S. Securities Act. To the
extent Bidco effects the Acquisition as a scheme of arrangement, the
Aggregator Interests will be issued in reliance upon the exemption from the
registration requirements of Section 3(a)(10). Nothing in this Announcement
constitutes an offer to sell, or a solicitation of offers to purchase, any
Aggregator Interests or Topco Units.
The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and so
may not be comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S. generally
accepted accounting principles ("U.S. GAAP"). U.S. GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this Announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
U.S. Animalcare Shareholders should be aware that the Acquisition may have tax
consequences under applicable U.S. federal, state and local, as well as
foreign and other, tax laws and that such consequences, if any, are not
described in this Announcement. Each Animalcare Shareholder, including U.S.
Animalcare Shareholders, is urged to consult with appropriate independent
legal, tax and financial advisers in connection with the consequences of the
Acquisition on them.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and/or Animalcare contain statements which are,
or may be deemed to be, "forward-looking statements". All statements, other
than statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and projections of the
management of Bidco and Animalcare about future events, and are therefore
subject to risks and uncertainties which could cause actual results,
performance or events to differ materially from those expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on the Bidco
Group and/or, the Animalcare Group (including their future prospects,
developments and strategies), the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects", "budgets", "targets", "aims", "scheduled",
"estimates", "forecast", "intends", "anticipates", "seeks", "prospects",
"potential", "possible", "assume" or "believes", or variations of such words
and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Although Bidco and/or Animalcare (as appropriate) believe that the
expectations reflected in such forward-looking statements are reasonable,
Bidco and Animalcare can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve risks
(known and unknown) and uncertainties (and other factors that are in many
cases beyond the control of Bidco and/or Animalcare) because they relate to
events and depend on circumstances that may or may not occur in the future.
There are a number of factors that could affect the future operations of the
Bidco Group and/or the Animalcare Group that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not limited to: the
ability to complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other Conditions
on the proposed terms and schedule; changes in the global political, economic,
business and competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax rates; future
business combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants; changes in
the anticipated benefits from the Acquisition not being realised as a result
of changes in general economic and market conditions in the countries in which
the Bidco Group and the Animalcare Group operate, weak, volatile or illiquid
capital and/or credit markets, changes in tax rates, interest rate and
currency value fluctuations, the degree of competition in the geographic and
business areas in which Bidco Group and the Animalcare Group operate and
changes in laws or in supervisory expectations or requirements. Other unknown
or unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.
Each forward-looking statement speaks only as of the date of this
Announcement. Neither the Bidco Group nor the Animalcare Group, nor any of
their respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
Announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements.
Other than in accordance with their legal or regulatory obligations (including
under the Code, the UK Market Abuse Regulation, the AIM Rules and the
Disclosure Guidance and Transparency Rules), neither the Bidco Group nor the
Animalcare Group is under or undertakes any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
No profit forecasts, profit estimates or quantified financial benefits
statements
Other than the Animalcare Profit Estimates, except where otherwise expressly
described as such, no statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits statement for any
period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Animalcare for the current or future
financial years, would necessarily match or exceed the historical published
earnings or earnings per share for Animalcare.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
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: (a) the
offeree company; and (b) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 p.m. on the tenth business day following the
commencement of the offer period and, if appropriate, by no later than
3.30 p.m. (London time) on the tenth 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 Code, any person who is, or becomes, interested in
one per cent. 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: (a) the
offeree company; and (b) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8 of the
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) 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 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 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 Panel's website at
www.thetakeoverpanel.org.uk, 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 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain information
provided by Animalcare Shareholders, persons with information rights 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 Code.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this Announcement and the
documents required to be published pursuant to Rule 26 of the Code will be
made available, subject to certain restrictions relating to persons resident
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/)
and on Charterhouse's website at www.paw.charterhouse.co.uk
(https://www.paw.charterhouse.co.uk/) promptly and in any event by no later
than 12 noon (London time) on the Business Day following the date of this
Announcement. Neither the content of the websites referred to in this
Announcement nor the content of any website accessible from hyperlinks in this
Announcement is incorporated into, or forms part of, this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the 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 this
Announcement free of charge by contacting Animalcare's registrar, MUFG
Corporate Markets, between 9.00 a.m. and 5.00 p.m. (London time), Monday to
Friday (excluding public holidays in England and Wales) on 0371 664 0321 (or
+44 371 664 0321 from overseas) or by submitting a request in writing to MUFG
Corporate Markets (UK) Limited, Central Square, 29 Wellington Street, Leeds,
LS1 4DL, with an address to which the hard copy may be sent. Such persons may,
subject to applicable securities laws, also request that all future documents,
announcements and information to be sent in relation to the Acquisition should
be in hard copy form. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested.
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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Animalcare confirms that as at the
Latest Practicable Date, it had in issue and admitted to trading on AIM of the
London Stock Exchange 69,045,945 ordinary shares of 20 pence each. No shares
are held in treasury. The International Securities Identification Number
(ISIN) of the ordinary shares is GB0032350695. The legal entity identifier of
Animalcare is 213800A7XPQ528RMCC72.
Appendix 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part 1
conditions to the acquisition
Scheme Condition
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Code, by no later than 11.59 p.m. (London time) on the Long Stop Date.
2. The Scheme will be subject to the following conditions:
2.1 (a) its approval by a majority in number
representing not less than 75 per cent. in value of the Scheme Shareholders
who are on the register of members of Animalcare at the Voting Record Time (or
the relevant class or classes thereof, if applicable), in each case present,
entitled to vote and voting, either in person or by proxy, at the Court
Meeting or at any separate class meeting which may be required by the Court
(as applicable); and
(b) the Court Meeting and any separate class meeting which may be
required by the Court being held on or before the 22(nd) day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date (i) as Bidco and Animalcare may agree or (ii) (in a
competitive situation) as may be specified by Bidco with the consent of the
Panel, and, in each case that, if so required, the Court may allow);
2.2 (a) the Resolutions being duly passed by the
requisite majority or majorities at the General Meeting; and
(b) the General Meeting being held on or before the 22(nd) day
after the expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date (i) as Bidco and Animalcare may
agree or (ii) (in a competitive situation) as may be specified by Bidco with
the consent of the Panel, and, in each case that, if so required, the Court
may allow); and
2.3 (a) the sanction of the Scheme by the Court with
or without modification (but subject to any such modification being acceptable
to Bidco and Animalcare);
(b) the Sanction Hearing being held on or before the 22(nd) day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document in due course (or such later date (i) as Bidco and Animalcare may
agree or (ii) (in a competitive situation) as may be specified by Bidco with
the consent of the Panel and, in each case that, if so required, the Court may
allow); and
(c) the Court Order being delivered to the Registrar of
Companies.
General Conditions
3. In addition, subject as stated in Part 2 of this Appendix 1
and to the requirements of the Panel, Bidco and Animalcare have agreed that
the Acquisition will be conditional upon the following Conditions and,
accordingly, the necessary actions to complete the Acquisition will not be
taken unless the following Conditions (as amended, if appropriate) have been
satisfied or, where relevant, waived:
Official authorisations, regulatory clearances and Third Party clearances
Australia
3.1 Bidco giving the Treasurer of the Commonwealth of Australia
notice in accordance with the Foreign Acquisitions and Takeovers Act 1975
(Cth) ("FATA") that Bidco proposes to undertake the Acquisition and pays any
applicable fee, and the Treasurer of the Commonwealth of Australia (or his or
her delegate) either:
(a) gives a no objection notification (within the meaning of the
FATA) stating that, or to the effect that, the Commonwealth Government of
Australia does not object to the Acquisition either unconditionally or subject
only to any other conditions which are acceptable to Bidco (acting reasonably
and in good faith); or
(b) becomes precluded by passage of time from making an order or
decision under Part 3 of the FATA in relation to the Acquisition, and the
Acquisition is not prohibited under section 82 of the FATA; or
(c) makes an interim order under section 68 of the FATA in
respect of the Acquisition, and the subsequent period for making an order or
decision under Part 3 of the FATA in relation to the Acquisition elapses
without the Treasurer of the Commonwealth of Australia (or his or her
delegate) making such an order or decision,
(collectively, the "FIRB Condition");
General Third Party approvals
3.2 the waiver (or non-exercise within any applicable time limits)
by any Relevant Authority or any other body or person whatsoever in any
jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Animalcare Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control or management of, Animalcare by Bidco or any member of the Wider
Bidco Group;
3.3 other than in relation to the approvals referred to in
Conditions set out in paragraph 3.1 above, all necessary filings or
applications having been made in connection with the Acquisition and all
statutory or regulatory obligations in any jurisdiction having been complied
with in connection with the Acquisition or the acquisition by any member of
the Wider Bidco Group of any shares or other securities in, or control of,
Animalcare and all authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals deemed necessary or appropriate by Bidco or any
member of the Wider Bidco Group for or in respect of the Acquisition including
without limitation, its implementation and financing or the proposed direct or
indirect acquisition of any shares or other securities in, or control of,
Animalcare or any member of the Wider Animalcare Group by any member of the
Wider Bidco Group having been obtained in terms and in a form satisfactory to
Bidco from all appropriate Third Parties or persons with whom any member of
the Wider Animalcare Group has entered into contractual arrangements and all
such authorisations, orders, grants, recognitions, determinations,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals deemed necessary or appropriate to carry on the business of any
member of the Wider Animalcare Group which are material in the context of the
Bidco Group or the Animalcare Group as a whole or for or in respect of the
Acquisition, including (without limitation) its implementation or financing
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the Scheme becomes
Effective (or, if the Acquisition is implemented by way of an Offer instead of
the Scheme, the Offer becomes or is declared Unconditional) and all necessary
statutory or regulatory obligations in any jurisdiction having been complied
with;
3.4 other than in relation to the approvals referred to in
Conditions set out in paragraph 3.1 above, no Third Party having given notice
of a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and, in each case, not
having withdrawn the same), or having enacted, made or proposed any statute,
regulation, decision or order, or change to published practice or having taken
any other steps, and there not continuing to be outstanding any statute,
regulation, decision or order, which in each case would or might reasonably be
expected to:
(a) require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member of the
Wider Bidco Group or any member of the Wider Animalcare Group of all or any
portion of their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own, control or manage any of their
respective assets or properties or any part thereof which, in any such case,
is material in the context of the Wider Bidco Group or the Wider Animalcare
Group in either case taken as a whole;
(b) require, prevent or delay, or alter the terms envisaged for,
any proposed divestiture by any member of the Wider Bidco Group of any shares
or other securities in Animalcare;
(c) impose any material limitation on, or result in a delay in,
the ability of any member of the Wider Bidco Group directly or indirectly to
acquire or to hold or to exercise effectively, directly or indirectly, all or
any rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in any
member of the Wider Animalcare Group or the Wider Bidco Group or to exercise
voting or management control over any such member;
(d) materially adversely limit the ability of any member of the
Wider Bidco Group or of the Wider Animalcare Group to conduct, integrate or
co-ordinate its business, or any part of it, with the businesses or any part
of the businesses of any member of the Wider Bidco Group or of the Wider
Animalcare Group;
(e) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Bidco Group or of any member of the Wider
Animalcare Group to an extent which is material in the context of the Wider
Bidco Group or the Wider Animalcare Group in either case taken as a whole or
in the context of the Acquisition;
(f) make the Acquisition or its implementation or the
acquisition or proposed acquisition by Bidco or any member of the Wider Bidco
Group of any shares or other securities in, or control of, Animalcare void,
illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose additional conditions or
obligations with respect thereto;
(g) require (save as envisaged in the Acquisition or sections
974 to 991 (inclusive) of the Companies Act) any member of the Wider Bidco
Group or the Wider Animalcare Group to offer to acquire any shares or other
securities (or the equivalent) or interest in any member of the Wider
Animalcare Group or the Wider Bidco Group owned by any Third Party;
(h) impose any limitation on or result in any delay in the
ability of any member of the Wider Bidco Group to integrate or co-ordinate its
business, or any part of it, with the businesses or any part of the businesses
of any other member of the Wider Animalcare Group which is adverse to and
material in the context of the Wider Animalcare Group or the Wider Bidco
Group, each taken as a whole, or in the context of the Acquisition; or
(i) result in any member of the Wider Animalcare Group ceasing
to be able to carry on business under any name under which it presently does
so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Animalcare
Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
3.5 save as Disclosed, there being no provision of any agreement,
arrangement, licence, franchise, lease, permit or other instrument to which
any member of the Wider Animalcare Group is a party or by or to which any such
member or any of its assets are or may be bound, entitled or subject to, or
any circumstance which, in each case as a consequence of the Acquisition or
the proposed acquisition of any shares or other securities (or equivalent) in
Animalcare or because of a change in the control or management of Animalcare
or otherwise, could or might result in any of the following to an extent which
is or would be material and adverse in the context of the Wider Animalcare
Group taken as a whole or in the context of the Acquisition:
(a) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member
of the Wider Animalcare Group, being or becoming repayable or capable of being
declared repayable immediately or earlier than their or its stated maturity
date or repayment date or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(b) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any adverse action being taken or arising
thereunder;
(c) any assets or interests of any such member being or failing
to be disposed of or charged or ceasing to be available to any such member or
any right arising under which any such asset or interest could be required to
be disposed of or charged or could cease to be available to any such member
otherwise than in the ordinary course of business;
(d) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any such member or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable;
(e) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;
(f) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(g) any such member ceasing to be able to carry on business
under any name under which it presently does so;
(h) the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition; or
(i) any requirement on any such member to acquire, subscribe,
pay up or repay any shares or other securities (or the equivalent),
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit, franchise, lease or other instrument to which
any member of the Wider Animalcare Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject to, would or
might reasonably be expected to result in any of the events or circumstances
as are referred to in paragraphs (a) to (i) of this Condition 3.5;
Certain events occurring since Last Accounts Date
3.6 save as Disclosed, no member of the Wider Animalcare Group
having, since the Last Accounts Date:
(a) save as between Animalcare and wholly owned subsidiaries of
Animalcare or for Animalcare Shares issued under or pursuant to the exercise
of options granted under the Animalcare Share Plan in the ordinary course,
issued or agreed to issue, authorised or proposed the issue of additional
shares of any class;
(b) save as between Animalcare and wholly owned subsidiaries of
Animalcare for the grant of options and other rights under the Animalcare
Share Plan in the ordinary course, issued, or agreed to issue, authorised or
proposed the issue of securities convertible into shares of any class or
rights, warrants or options to subscribe for, or acquire, any such shares or
convertible securities;
(c) other than to another member of the Wider Animalcare Group,
sold (or agreed to transfer or sell) any shares held in treasury;
(d) other than to another member of the Animalcare Group, before
completion of the Acquisition, recommended, declared, paid or made or proposed
to recommend, declare, pay or make any bonus issue, dividend or other
distribution whether payable in cash or otherwise or made any bonus issue;
(e) save for intra-Animalcare Group transactions, authorised,
implemented or announced any merger or demerger with any body corporate or
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest, in each case, other
than in the ordinary course of business and, in each case, to the extent which
is material in the context of the Wider Animalcare Group taken as a whole or
in the context of the Acquisition;
(f) save for intra-Animalcare Group transactions, made or
authorised or proposed or announced an intention to propose any material
change in its loan capital;
(g) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Animalcare Group
transactions or save in the ordinary course of business), incurred or
increased any indebtedness or become subject to any liability (actual or
contingent);
(h) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in paragraph (a) or (b) of this
Condition 3.6, made any other change to any part of its share capital, in each
case, to the extent which is material in the context of the Wider Animalcare
Group taken as a whole or in the context of the Acquisition;
(i) except for intra-Animalcare Group transactions,
implemented, or authorised, proposed or announced its intention to implement,
any reconstruction, merger, demerger, amalgamation, scheme, commitment or
other transaction or arrangement otherwise than in the ordinary course of
business;
(j) been unable or deemed unable, or admitted in writing that
it is unable, to pay its debts as they fall due or having stopped or suspended
(or threatened to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its business;
(k) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrative receiver, administrator, manager, trustee or
similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(l) commenced negotiations with any of its creditors or taken
any step with a view to rescheduling or restructuring any of its indebtedness
or entered into a composition, compromise, assignment or arrangement with any
of its creditors whether by way of a voluntary arrangement, scheme of
arrangement, deed of compromise or otherwise;
(m) waived, settled or compromised any claim (otherwise than in
the ordinary course of business), which is material in the context of the
Wider Animalcare Group taken as a whole or in the context of the Acquisition;
(n) entered into, varied or authorised any material agreement,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:
(i) is of a long-term, onerous or unusual nature or magnitude
or which is reasonably likely to involve an obligation of such nature or
magnitude (save in the ordinary course of business); or
(ii) is likely to restrict the business of any member of the
Wider Animalcare Group other than of a nature and to an extent which is normal
in the context of the business concerned,
and, in either case, which is or would reasonably be expected to be material
and adverse in the context of the Wider Animalcare Group taken as a whole or
in the context of the Acquisition;
(o) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this Condition 3.6;
(p) made any material alteration to its constitutional
documents;
(q) made or agreed or consented to any change to:
(i) the terms of the governing documentation (including, as
applicable, the trust deeds) constituting the pension scheme(s) established by
any member of the Wider Animalcare Group for its directors or employees or
their dependents;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(iv) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,
in each case, which has an effect that is material in the context of the Wider
Animalcare Group taken as a whole or in the context of the Acquisition;
(r) proposed, agreed to provide or modified the terms of any of
the Animalcare Share Plan or other benefit constituting a material change
relating to the employment or termination of employment of a material category
of persons employed by the Wider Animalcare Group or which constitutes a
material change to the terms or conditions of employment of any senior
employee of the Wider Animalcare Group, save as agreed by the Panel (if
required) and by Bidco, or entered into or changed the terms of any contract
with any director or senior executive;
(s) other than with the consent of Bidco, taken (or agreed or
proposed to take) any action which requires, or would require, the consent of
the Panel or the approval of Animalcare Shareholders in a general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Code; or
(t) entered into or varied in a material way the terms of, any
contract, agreement or arrangement with any of the directors or senior
executives of any member of the Wider Animalcare Group;
No adverse change, litigation or regulatory enquiry
3.7 save as Disclosed, since the Last Accounts Date:
(a) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Animalcare Group which, in
any such case, is material in the context of the Wider Animalcare Group taken
as a whole or in the context of the Acquisition and no circumstances have
arisen which would or might reasonably be expected to result in such adverse
change or deterioration;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Animalcare Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review or investigation by, or complaint or reference to, any Third
Party or other investigative body against or in respect of any member of the
Wider Animalcare Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any member of
the Wider Animalcare Group which in any such case has had or might reasonably
be expected to have an adverse effect on the Wider Animalcare Group taken as a
whole or in the context of the Acquisition;
(c) no contingent or other liability of any member of the Wider
Animalcare Group having arisen or become apparent to Bidco or increased which
has had or might reasonably be expected to have an adverse effect on the Wider
Animalcare Group, taken as a whole or in the context of the Acquisition;
(d) no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened, announced, implemented, instituted
by or remaining outstanding against or in respect of any member of the Wider
Animalcare Group which in any case is material in the context of the Wider
Animalcare Group taken as a whole;
(e) no member of the Wider Animalcare Group having conducted its
business in breach of any applicable laws and regulations which in any case is
material in the context of the Wider Animalcare Group taken as a whole or in
the context of the Acquisition; and
(f) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider Animalcare Group which is necessary for the
proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which has had, or would reasonably be expected
to have, an adverse effect which is material in the context of the Wider
Animalcare Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters
3.8 save as Disclosed, Bidco not having discovered:
(a) that any financial, business or other information concerning
the Wider Animalcare Group as contained in the information publicly disclosed
at any time by or on behalf of any member of the Wider Animalcare Group is
materially misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make that information not misleading and which
was not subsequently corrected before the date of the Announcement by
disclosure either publicly or otherwise to Bidco or its professional advisers,
in each case, to the extent which is material in the context of the Wider
Animalcare Group taken as a whole or in the context of the Acquisition;
(b) that any member of the Wider Animalcare Group is subject to
any liability (actual or contingent) which is material in the context of the
Wider Animalcare Group taken as a whole; or
(c) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Animalcare
Group and which is material in the context of the Wider Animalcare Group taken
as a whole;
3.9 save as Disclosed, Bidco not having discovered that:
(a) any past or present member of the Wider Animalcare Group has
failed to comply with any and/or all applicable legislation or regulation, of
any jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider Animalcare Group and which is material in the context of
the Wider Animalcare Group taken as a whole or in the context of the
Acquisition;
(b) there is, or is likely to be, for any reason whatsoever, any
liability (actual or contingent) of any past or present member of the Wider
Animalcare Group to make good, remediate, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated
or made use of or controlled by any such past or present member of the Wider
Animalcare Group (or on its behalf) or by any person for which a member of the
Wider Animalcare Group is or has been responsible, or in which any such member
may have or previously have had or be deemed to have had an interest, under
any environmental legislation, regulation, notice, circular or order of any
Third Party and which is material in the context of the Wider Animalcare Group
taken as a whole or in the context of the Acquisition;
(c) circumstances exist (whether as a result of the making of
the Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Wider Bidco Group or any
present or past member of the Wider Animalcare Group would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Animalcare Group (or on its behalf) or by
any person for which a member of the Wider Animalcare Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the Wider
Animalcare Group taken as a whole or in the context of the Acquisition; or
(d) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
Animalcare Group which claim or claims would be likely, materially and
adversely, to affect any member of the Wider Animalcare Group and which is
material in the context of the Wider Animalcare Group taken as a whole or in
the context of the Acquisition; and
Anti-corruption, economic sanctions, criminal property and money laundering
3.10 save as Disclosed, Bidco not having discovered that:
(a) any past or present member, director, officer or employee of
the Wider Animalcare Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the Bribery Act
2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule or regulation concerning improper payments or kickbacks;
(b) any person that performs or has performed services for or on
behalf of the Wider Animalcare Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the
U.S. Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule or regulation concerning improper payments or kickbacks;
(c) any asset of any member of the Wider Animalcare Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule or regulation concerning money
laundering or proceeds of crime or any member of the Wider Animalcare Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule or regulation concerning money laundering;
(d) any past or present member, director, officer or employee of
the Wider Animalcare Group, or any other person for whom any such person may
be liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:
(i) any government, entity or individual in respect of which
U.S., UK or European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by U.S., UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HMRC;
or
(ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the U.S., the UK or the European
Union or any of its Member States;
(e) any past or present member, director, officer or employee of
the Wider Animalcare Group, or any other person for whom any such person may
be liable or responsible:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(ii) has engaged in conduct which would violate any relevant
anti-boycott law, rule or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(iii) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any Relevant Authority or found to have violated
any applicable law, rule or regulation concerning government contracting or
public procurement; or
(f) any member of the Wider Animalcare Group is or has been
engaged in any transaction which would cause Bidco to be in breach of any law
or regulation upon its acquisition of Animalcare, including but not limited to
the economic sanctions of the United States Office of Foreign Assets Control,
or HMRC or any other Relevant Authority.
Part 2
CERTAIN FURTHER TERMS OF THE ACQUISITION
1. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
2. Subject to the requirements of the Panel, Bidco reserves
the right in its sole discretion to waive, in whole or in part, all or any of
the Conditions in Part 1 of Appendix 1, except the Conditions set out in
paragraphs 1, 2.1(a), 2.2(a), 2.3(a) and 2.3(c) of Part 1 of Appendix 1 which
cannot be waived. If any of Conditions set out in paragraphs 1, 2.1(b),
2.2(b) and 2.3(b) is not satisfied by the relevant deadline specified in the
relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether, subject to paragraph
3 below, it has invoked the relevant Condition, waived the relevant deadline
or extended the relevant deadline. The Conditions set out in paragraphs 2.1,
2.2 and 3 must each be satisfied or (if capable of waiver) be waived by Bidco
by no later than 11.59 p.m. on the date immediately preceding the date of the
Sanction Hearing.
3. Under Rule 13.5(a) of the Code, Bidco may only invoke a
Condition so as to cause the Acquisition not to proceed, to lapse or to be
withdrawn with the consent of the Panel. The Panel will normally only give its
consent if the circumstances which give rise to the right to invoke the
Condition are of material significance to Bidco in the context of the
Acquisition. This will be judged by reference to the facts of each case at the
time that the relevant circumstances arise. Each of the Conditions set out in
paragraphs 1 and 2 of Part 1 of Appendix 1 (and, if the Acquisition is
implemented by way of an Offer instead of the Scheme, any acceptance
condition) will not be subject to Rule 13.5(a) of the Code. Any Condition that
is subject to Rule 13.5(a) of the Code may be waived by Bidco.
4. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part 1 of Appendix 1 above that it is entitled (with the
consent of the Panel) to invoke, by a date earlier than the latest date for
the fulfilment of that Condition notwithstanding that the other Conditions of
the Acquisition may at such earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating that any of
such Conditions may not be capable of fulfilment.
5. The Acquisition will not complete unless the Conditions
have been fulfilled or (to the extent capable of waiver) waived or, where
appropriate, have been determined by Bidco to be or remain satisfied by no
later than the Long Stop Date.
6. If the Panel requires Bidco to make an offer or offers for
Animalcare Shares under the provisions of Rule 9 of the Code, Bidco may make
such alterations to the Conditions as are necessary to comply with those
provisions.
7. Bidco reserves the right to implement the Acquisition by
way of an Offer as an alternative to the Scheme, subject to the Panel's
consent. In such an event, such Offer will be implemented on the same terms
and conditions, so far as applicable, as those which would apply to the Scheme
(subject to appropriate amendments). Those amendments will include (without
limitation) an acceptance condition set at a level permitted by the Panel
(being in any case more than 50 per cent. of the Animalcare Shares). If the
Acquisition is effected by way of an Offer, and such Offer becomes or is
declared unconditional and sufficient acceptances are received in respect of
such Offer, Bidco intends to exercise its rights to apply the provisions of
the Companies Act so as to acquire compulsorily any Animalcare Shares in
respect of which the Offer has not been accepted.
8. Animalcare Shares will be acquired by Bidco pursuant to the
Acquisition fully paid and free from all liens, charges, encumbrances and
other third party rights of any nature whatsoever and together with all rights
attaching to them as at completion of the Acquisition, including (without
limitation) voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid, or any
other return of capital made, following the Scheme becoming Effective (or, if
the Acquisition is implemented by way of an Offer instead of the Scheme, the
Offer becoming or being declared Unconditional).
9. If, on or after the date of this Announcement, any dividend
and/or distribution and/or other return of capital is announced, declared,
made or paid in respect of the Animalcare Shares, Bidco reserves the right to
reduce the consideration payable under the terms of the Acquisition (and,
accordingly, the Cash Offer and the Alternative Offer) for the Animalcare
Shares by the aggregate amount of such dividend, distribution and/or other
return of capital, in which case any reference in this announcement to the
consideration payable under the Cash Offer (or under the Alternative Offer)
will be deemed to be a reference to the consideration as so reduced. In such
circumstances, Animalcare Shareholders would be entitled to retain any such
dividend, distribution and/or other return of capital. Any exercise by Bidco
of its rights referred to in this paragraph 9 shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the Acquisition or the Scheme.
10. The Acquisition will be governed by English law and will be
subject to the jurisdiction of the courts of England and Wales and to the
Conditions and further terms set out above and to be set out in the Scheme
Document (or, if the Acquisition is implemented by way of an Offer instead of
the Scheme, the Offer Document). The Acquisition will be subject to the
applicable requirements of the Companies Act, the Registrar of Companies, the
Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and
applicable securities laws.
Appendix 2
SOURCES of Information AND BASES OF Calculation
In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.
1. As at close of business on the Latest Practicable Date
there were 69,045,945 Animalcare Shares in issue.
2. Any reference to the fully diluted share capital of
Animalcare is based on:
2.1 the number of Animalcare Shares referred to in paragraph 1
above; plus
2.2 a further up to 967,954 Animalcare Shares which may be issued
on or after the date of this Announcement on the exercise of options under the
Animalcare Share Plan.
3. Animalcare does not hold any shares in treasury.
4. A value of approximately £235.2 million for the entire
issued and to be issued share capital of Animalcare is calculated on the basis
of:
4.1 Animalcare's fully diluted share capital of 70,013,899
Animalcare Shares, as set out in paragraph 2 above; and
4.2 the Cash Offer.
5. The enterprise value of approximately £244.3 million is
based on the equity value as set out in paragraph 4 above, adjusted for net
debt (excluding lease liabilities) of £9.1 million as at 31 December 2025.
6. The volume-weighted average prices of an Animalcare Share
are derived from data provided by Bloomberg for the relevant periods.
7. Unless otherwise stated, all prices for Animalcare Shares
have been derived from data provided by Bloomberg and represent Closing Prices
on the relevant dates.
8. Unless otherwise stated, the financial information relating
to Animalcare has been extracted (without material adjustment) from the
audited consolidated financial statements of Animalcare for the year ended
2024.
9. Certain figures included in this Announcement have been
subject to rounding adjustments.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Animalcare Directors
The following Animalcare Directors have each given an irrevocable undertaking
to vote (or procure a vote) in favour of the Scheme at the Court Meeting and
the Resolutions at the General Meeting in accordance with the procedure to be
set out in the Scheme Document (or, in the event the Acquisition is
subsequently structured as an Offer, to accept (or, where applicable, procure
the acceptance of) the Offer) in respect of their own beneficial holdings of
Animalcare Shares (and those Animalcare Shares over which they have control),
as follows:
Director name Total Number of Percentage of existing issued share capital of Animalcare
Animalcare Shares
Marc Coucke 15,611,889 22.61(1)
Christopher Brewster 285,513 0.41
Douglas Hutchens 12,500 0.02
Edwin Torr 107,455 0.16
Jennifer Winter 100,650 0.15
Note:
(1) Marc Coucke's interest in Animalcare Shares is held through his
investment vehicle Alychlo NV.
These irrevocable undertakings extend to any Animalcare Shares acquired by the
Animalcare Directors as a result of the exercise of options under the
Animalcare Share Plan (as applicable).
The obligations of the Animalcare Directors under the irrevocable undertakings
given by them shall lapse and cease to have effect immediately:
· if the Offer or the Scheme (as applicable) is withdrawn or lapses in
accordance with its terms, except where the Scheme is withdrawn or lapses as a
result of Bidco exercising its right to implement the Acquisition by way of an
Offer rather than a Scheme.
· on the date on which any competing offer for the entire issued and to
be issued share capital of Animalcare becomes or is declared unconditional (if
implemented by way of an Offer) or, if proceeding by way of a Scheme becomes
effective;
· if Bidco publicly announces, with the consent of the Panel, that it
does not intend to proceed with the Acquisition, and no new, revised or
replacement Scheme or Offer is announced by Bidco in accordance with Rule 2.7
of the Code at the same time; or
· the Scheme has not become effective (or the Acquisition declared
unconditional if implemented by way of an Offer) in accordance with its terms
before the Long Stop Date (or any later date agreed between Animalcare and
Bidco.
These irrevocable undertakings remain binding in the event that a higher
competing offer is made for Animalcare.
One of the Animalcare Directors, Jennifer Winter, has also irrevocably
undertaken to elect for the Alternative Offer in respect of:
(a) all of the Animalcare Shares held by her as at the
Reinvestment Election Date; and
(b) such number of Animalcare Shares as would result in her
having made an election in respect of the Alternative Offer in relation to 80
per cent. (net of applicable taxes and social security contributions and any
exercise price and/or nominal value required to be paid on acquisition by her
of the Plan Shares) of the cash consideration she would have otherwise
received in respect of the Acquisition (absent any election for the
Alternative Offer).
Jennifer Winter has also agreed that she will not amend, revoke or withdraw
her election in respect of the Alternative Offer other than with Bidco's prior
written consent or Bidco's written instructions.
The remaining Animalcare Directors who are also Animalcare Shareholders have
not yet determined whether or not they wish to elect for the Alternative
Offer. Their intentions in relation to the Alternative Offer will be set out
in the Scheme Document.
2. Animalcare Shareholder irrevocable undertakings
In addition to the Animalcare Directors, Harwood Capital has given an
irrevocable undertaking to vote in favour of the Scheme at the Court Meeting
and the Resolutions at the General Meeting in accordance with the procedure to
be set out in the Scheme Document (or, in the event the Acquisition is
subsequently structured as an Offer, to accept the Offer) in respect of its
entire beneficial holdings of Animalcare Shares, as follows:
Name Total Number of Percentage of existing issued share capital of Animalcare
Animalcare Shares
Harwood Capital 12,700,500 18.4
Pursuant to the irrevocable undertaking given by Harwood Capital, Harwood
Capital has agreed to elect for the Alternative Offer in respect of not less
than 8,928,572 Animalcare Shares. Harwood Capital has also agreed that it will
not amend, revoke or withdraw its election in respect of the Alternative Offer
other than with Bidco's prior written consent or Bidco's written instructions.
The obligations of Harwood Capital under the irrevocable undertaking given by
it shall lapse and cease to have effect immediately if the Offer or the Scheme
(as applicable) is withdrawn or lapses in accordance with its terms, except
where the Scheme is withdrawn or lapses as a result of Bidco exercising its
right to implement the Acquisition by way of an Offer rather than a Scheme.
This irrevocable undertaking remains binding in the event that a higher
competing offer is made for Animalcare.
Appendix 4
DETAILS ON AGGREGATOR, AGGREGATOR INTERESTS, TOPCO AND TOPCO UNITS
1. Information on Aggregator and Topco
The Aggregator is indirectly wholly owned by the Charterhouse Funds. The
Aggregator is a private limited company registered in Jersey and incorporated
on 13 April 2026. The share capital of Topco currently comprises 1 ordinary
share of no par value but will be reorganised on or prior to the Effective
Date so that it comprises Aggregator Preferred Return Instruments and
Aggregator Ordinary Shares. Aggregator has not traded since the date of its
incorporation, nor has it entered into any obligations other than in
connection with the Acquisition.
Topco is indirectly wholly owned by the Charterhouse Funds. Topco is a private
limited company registered in Jersey and incorporated on 13 April 2026. The
share capital of Topco currently comprises 1 ordinary share of no par value
but will be reorganised on or prior to the Effective Date so that it comprises
Topco Preferred Return Instruments, Topco A Ordinary Shares and Topco B
Ordinary Shares. Topco has not traded since the date of its incorporation, nor
has it entered into any obligations other than in connection with the
Acquisition.
Bidco is an indirect wholly-owned subsidiary company of Topco.
Set out below is a summary of the proposed share capital structures of
Aggregator and Topco and intended principal provisions of the Aggregator
Shareholders' Agreement, Topco Shareholders' Agreement, Aggregator Articles
and Topco Articles, further details on which will be included in the Scheme
Document.
The Topco Shareholders' Agreement, Topco Articles, Aggregator Shareholders'
Agreement and Aggregator Articles will be finalised and made publicly
available when the Scheme Document is published. Animalcare Shareholders who
wish to elect for the Alternative Offer are encouraged to read the Topco
Shareholders' Agreement, Topco Articles, Aggregator Shareholders' Agreement,
Aggregator Articles and the Scheme Document, when published.
2. Information on Aggregator share capital and Topco share capital
On or around the Effective Date, the Aggregator will, subject to the terms and
conditions of the Alternative Offer, issue Aggregator Interests (comprising
Aggregator Ordinary Shares and Aggregator Preferred Return Instruments) to
those Animalcare Shareholders who have validly elected to receive the
Alternative Offer, with the Aggregator in turn subscribing for Topco Units
(comprising Topco B Ordinary Shares and Topco Preferred Return Instruments).
Aggregator Ordinary Shares
On or around the Effective Date, the Aggregator is expected to have one class
of ordinary shares on issue, being the Aggregator Ordinary Shares. All
Aggregator Ordinary Shares will have the same economic rights.
Aggregator Preferred Return Instruments
In addition to the Aggregator Ordinary Shares, the Aggregator will issue
Aggregator Preferred Return Instruments (which, subject to further tax advice,
are expected to be preference shares). All Aggregator Preferred Return
Instruments held by the Reinvesting Animalcare Shareholders will rank pari
passu with each other. The interest rate on the Aggregator Preferred Return
Instruments will be 12% per annum (accruing daily and compounding annually).
The principal and accrued interest on the Aggregator Preferred Return
Instruments will be payable in priority to any payments in respect of the
Aggregator Ordinary Shares. Accrued interest on Preferred Return Instruments
will not be payable in cash (unless otherwise determined by Charterhouse) and
instead will roll-up and become payable on repayment of principal.
Topco Ordinary Shares
On or around the Effective Date, Topco will, subject to the terms and
conditions of the Alternative Offer, have two classes of ordinary shares in
issue: (i) Topco A Ordinary Shares, being economic shares with voting rights
to be held by Charterhouse; and (ii) Topco B Ordinary Shares, being economic
shares with no voting rights to be held by the Aggregator. All Topco Ordinary
Shares will have the same economic rights.
Topco Preferred Return Instruments
In addition to the Topco Ordinary Shares, Topco will issue Topco Preferred
Return Instruments (which, subject to further tax advice, are expected to be
priority shares). All Topco Preferred Return Instruments held by Charterhouse
and the Aggregator will rank pari passu with each other. The interest rate on
the Topco Preferred Return Instruments will be 12% per annum (accruing daily
and compounding annually). The principal and accrued interest on the Topco
Preferred Return Instruments will be payable in priority to any payments in
respect of the Topco Ordinary Shares. Accrued interest on Topco Preferred
Return Instruments will not be payable in cash (unless otherwise determined by
Charterhouse) and instead will roll-up and become payable on repayment of
principal.
Entitlement and subscription mechanics
If an Animalcare Shareholder elects for the Alternative Offer, they will be
entitled to 1 Topco Unit for each Animalcare Share in respect of which they
have elected for the Alternative Offer. The number of Topco B Ordinary
Share(s) and Topco Preferred Return Instruments making up each Topco Unit is
subject to ongoing tax structuring advice.
For each Animalcare Shareholder who validly elects for the Alternative Offer,
the Aggregator will subscribe for the percentage of Topco Ordinary Shares and
Topco Preferred Return Instruments reflecting the proportion that such
Animalcare Shareholder's reinvested cash proceeds bear to the total Cash
Offer, in the same ratio of Topco Ordinary Shares to Topco Preferred Return
Instruments and on the same economic terms as Charterhouse.
Each Topco Unit will be issued to and held by the Aggregator, with such
Animalcare Shareholder's interest in the Aggregator increasing proportionately
to reflect the value of the Topco Unit issued (as a proportion of the Cash
Offer price).
Maximum Reinvestment Amount
The aggregate number of Topco Ordinary Shares issued to the Aggregator shall
not exceed 24.99% of the total issued ordinary share capital of Topco, and the
aggregate value of Topco Preferred Return Instruments issued to the Aggregator
shall not exceed 24.99% of the total nominal value of Topco Preferred Return
Instruments issued by Topco (the "Maximum Reinvestment Amount").
If the aggregate valid elections received from Animalcare Shareholders who
elect for the Alternative Offer would result in the Maximum Reinvestment
Amount being exceeded, the entitlement of each such Animalcare Shareholder to
interests in Topco Units shall be reduced on a pro rata basis.
3. Listing
Neither the Aggregator Interests nor the Topco Units are intended to be listed
or traded on any stock exchange.
4. Economic rights
Both the Topco A Ordinary Shares and the Topco B Ordinary Shares will have the
same economic rights. The Topco B Ordinary Shares will rank pari passu in all
respects with the Topco A Ordinary Shares save that the Topco B Ordinary
Shares will be non-voting and will carry the governance rights set out in this
Appendix 4, including the rights to receive and retain dividends and other
distributions declared, made or paid by reference to a record date falling on
or after the date of issue of such Topco B Ordinary Shares. All Topco
Preferred Return Instruments will have the same economic rights.
All Aggregator Ordinary Shares will have the same economic rights, and all
Aggregator Preferred Return Instruments will have the same economic rights.
5. Board composition
The number of directors on the Topco Board will be determined by Charterhouse.
Charterhouse will be entitled, by written notice, to appoint and remove from
the Topco Board any number of directors. Only Charterhouse may remove a
director appointed by Charterhouse. A director appointed by Charterhouse must
vote in favour of any resolution for it to be passed.
The Aggregator shall be entitled to appoint one director to the Topco Board
(the "Aggregator Director"). Only the Aggregator may remove the Aggregator
Director appointed by the Aggregator.
Charterhouse will also have the right to appoint one or more observers who may
attend and speak at board meetings and receive board papers.
6. Topco governance
The following matters (the "Reserved Matters") will require the prior consent
of the Aggregator or the holders of a majority of the Aggregator Ordinary
Shares (the "Lead Aggregator Holders"): (a) any return of capital, redemption
or buyback of shareholder instruments or recapitalisation of or by any group
company other than in accordance with the waterfall; (b) any dividends or
distributions made other than in accordance with the waterfall; (c) any
related party contract between Charterhouse and any group company other than
on arm's length terms or in the ordinary course of business; and (d)
amendments to the Topco Shareholders' Agreement or Topco Articles that would
have a material and disproportionate effect on the securities held by the
Aggregator as compared to the securities held by Charterhouse.
Any decision of the Aggregator shall be made by the Lead Aggregator Holders.
The board of the Aggregator shall be controlled by the Lead Aggregator
Holders.
7. Catch-up rights
Reinvesting Animalcare Shareholders will not have a veto right or pre-emption
right on further funding of Topco. However, if Charterhouse subscribes for
additional Topco Ordinary Shares following the Effective Date, the Aggregator
will have a catch-up right to acquire on the same terms as Charterhouse
(including subscribing for further Topco Preferred Return Instruments), such
proportion of new securities as would restore the Aggregator's percentage
shareholding to the level held immediately prior to such issuance (the
"Catch-Up Right"). Each Reinvesting Animalcare Shareholder shall have the
right to fund the Aggregator pro rata to its interest in the Aggregator to
enable the Aggregator to exercise the Catch-Up Right. The Catch-Up Right shall
be subject to customary carve-outs and may be disapplied by agreement between
Charterhouse and the Aggregator or the Lead Aggregator Holders.
Unless otherwise agreed between Charterhouse and the Aggregator, and subject
to customary carve-outs (for example, for emergency funding), any additional
equity funding will be at fair market value, meaning: (Adjusted Entry Multiple
multiplied by LTM EBITDA) minus Net Financial Debt (to be defined in the
Reinvestment Documents) plus Current Pipeline Value, where:
(a) Adjusted Entry Multiple means the Entry Multiple (to be
defined in the Reinvestment Documents), adjusted to reflect the entry Pipeline
Value;
(b) LTM EBITDA means the pre-IFRS EBITDA for the last twelve
months;
(c) Current Pipeline Value means the Pipeline Value as at the
date of the relevant equity funding; and
(d) Pipeline Value means the probability-adjusted discounted
cash flow value of the Animalcare Group's pipeline products (as ultimately
determined by Topco), with probability of technical and regulatory success
(PTRS) rates in line with the following: (i) in relation to Discovery and
Proof of Concept, products at this stage valued at cost (therefore PTRS not
factored in); (ii) in relation to Exploratory Development products, a PTRS in
the range of 25 per cent. to 50 per cent. (in line with PTRS outlined in
Animalcare's 2026 Capital Markets Day presentation); (iii) in relation to Full
Development products, a PTRS in the range of 50 per cent. to 80 per cent. (in
line with PTRS outlined in Animalcare's 2026 Capital Markets Day
presentation); and (iv) for products in the Submission phase, a PTRS of 90 per
cent.
8. Transfers
Restrictions on transfer
Charterhouse shall have no restrictions on transfer of its securities in
Topco. No securities held by the Aggregator can be transferred, other than:
(i) a transfer made in accordance with the drag along or tag along provisions;
or (ii) with the prior written consent of Charterhouse, and any such transfer
shall be conditional upon the transferee signing a deed of adherence to the
Topco Shareholders' Agreement.
No Reinvesting Animalcare Shareholder may transfer any interests in the
Aggregator, provided that a Reinvesting Animalcare Shareholder that is a
discretionary, advisory or other client fund (an "Investor Fund") shall be
permitted to transfer to: (i) any participant or partner in, or member of,
such Investor Fund; (ii) any fund managed or advised by the fund manager of
such Investor Fund; (iii) any holding company or subsidiary company of the
Investor Fund; or (iv) any trustee, nominee or custodian of such Investor
Fund.
Tag right
If Charterhouse transfers such number of its securities in Topco which results
in a third party holding more than 50 per cent. of all Topco Ordinary Shares
in issue, each other holder of securities in Topco (including the Aggregator)
will be able to require that, except on an IPO, all of their securities also
be transferred on no less favourable terms.
Drag right
If Charterhouse transfers more than 50 per cent. of its holding of Topco
Ordinary Shares on arm's length terms to a bona fide third party (including a
continuation fund, continuation vehicle or any successor or replacement fund
or vehicle managed or advised by Charterhouse or any affiliate of
Charterhouse) (a "Drag Sale"), Charterhouse will be able to require all other
holders of Topco Ordinary Shares (including the Aggregator) to transfer all
their shares and other securities on no less favourable terms (including as to
price) as applicable to Charterhouse. No Reinvesting Animalcare Shareholder or
the Aggregator shall be required to accept terms which are economically less
favourable.
In the event that other holders of Topco Ordinary Shares are required by
Charterhouse to transfer all their shares in connection with a Drag Sale to a
continuation fund or vehicle managed or advised by Charterhouse or an
affiliate of Charterhouse, the holders of Topco Ordinary Shares (including the
Aggregator), shall have the option (but not the obligation) and on the same
economic terms offered to Charterhouse, to at their sole discretion elect to
receive cash consideration or to reinvest its consideration into such
continuation fund or vehicle. Charterhouse shall give the Aggregator
reasonable prior written notice of any proposed Drag Sale and shall provide
such information as is reasonably necessary to enable the Aggregator to
understand the economic terms of the transaction, subject to customary
confidentiality restrictions.
9. Exit
Timing
Charterhouse will in its absolute discretion decide the timing, structure,
pricing and other terms of an exit and any refinancing of the Topco Group's
debt or equity financing arrangements.
Co-operation and assistance
Each Reinvesting Animalcare Shareholder shall, and shall procure that the
Aggregator shall, take such actions as reasonably requested by the board of
Topco to achieve any exit or refinancing that is approved by Charterhouse
provided that such exit or refinancing would not have a material and
disproportionate adverse effect on the Reinvesting Animalcare Shareholders as
compared to Charterhouse (it being acknowledged that each Reinvesting
Animalcare Shareholder will in all cases agree to provide: (i) "lock-up"
undertakings and "orderly disposal" provisions in the event of an IPO; and
(ii) warranties and/or indemnities that are customary for that Reinvesting
Animalcare Shareholder to provide (having regard to, among other things, that
Reinvesting Animalcare Shareholder's involvement in the management of the
business of Animalcare) in the event of a share sale, and such undertakings,
warranties and/or indemnities (as applicable) shall be deemed not to have a
material and disproportionate effect on the Reinvesting Animalcare
Shareholders as compared to Charterhouse). If Charterhouse agrees to accept
certain transfer restrictions on some or all of its shares for a period after
any proposed IPO, Charterhouse may also require that such restrictions apply
to the other securityholders (including the Aggregator) equally.
Each Reinvesting Animalcare Shareholder and the Aggregator agrees to enter
into such documentation and give such consents and exercise its voting rights,
and otherwise to provide such cooperation and assistance, as required to give
effect to any reorganisation considered desirable by Charterhouse and/or the
Animalcare Group (subject to Charterhouse consent and provided it would not be
disproportionately adverse for the Reinvesting Animalcare Shareholders as
compared to Charterhouse).
Power of attorney
In order to secure the performance of their obligations in relation to (among
others) the transfer restrictions, exit and refinancing obligations and tax
election obligations of the Aggregator and the Reinvesting Animalcare
Shareholders as set out in this Appendix 4, the Aggregator and each
Reinvesting Animalcare Shareholder shall grant a customary irrevocable power
of attorney and agency in favour of Topco and such person as may be nominated
for that purpose by Charterhouse.
10. Costs and fees
The costs and expenses relating to the Topco Shareholders' Agreement, the
Topco Articles, the Aggregator Shareholders' Agreement and Aggregator Articles
shall be borne pro rata by the Topco shareholders (including Charterhouse)
proportionate to their shareholding.
Any management fees charged to the Topco Group by Charterhouse shall be shared
pro rata amongst the Topco shareholders proportionate to their shareholding.
11. Long-form documents
Charterhouse and the Aggregator will enter into the Topco Shareholders'
Agreement. The Reinvesting Animalcare Shareholders will enter into the
Aggregator Shareholders' Agreement, pursuant to which each Reinvesting
Animalcare Shareholder will be bound by obligations equivalent to those set
out in this Appendix 4 (where required in order to effect the intended
economic and control arrangements detailed in this Appendix 4).
Amendments
Charterhouse may make any amendments to: (i) the Aggregator Shareholders'
Agreement; (ii) the Topco Shareholders' Agreement; (iii) the Aggregator
Articles; (iv) the Topco Articles; and (v) the other constitutional documents
of the Topco Group, (together, the "Reinvestment Transaction Documents"), or
vary the rights attached to securities issued by any Animalcare Group entity,
without the consent of the Aggregator or the Reinvesting Animalcare
Shareholders, save that no amendment will be made which is disproportionately
adverse to the economic position, or which disproportionately increases the
obligations, of the Aggregator compared to Charterhouse without the prior
consent of the Aggregator or the Lead Aggregator Holders.
Without prejudice to the generality of the foregoing, Charterhouse and the
Reinvesting Animalcare Shareholders will acknowledge and agree that:
(a) a future issue or transfer of interests in Topco to actual
or potential employees, directors, officers, contractors, advisers, workers or
consultants of the group, or any other individual providing services to the
Topco Group (whether directly or indirectly) which shall dilute the securities
held by Charterhouse and the Aggregator pro rata ("MIP Securities") shall not
require the consent of the Aggregator and shall not constitute a variation of
its rights or class rights whether under the Reinvestment Transaction
Documents, the constitutional documents of any Topco Group company or
otherwise;
(b) each Reinvesting Animalcare Shareholder shall, and shall
procure that the Aggregator shall, take such action and provide such
cooperation and assistance as is reasonably requested by Charterhouse to
facilitate such issue or transfer of MIP Securities; and
(c) the parties shall make such amendments to the Reinvestment
Transaction Documents as reasonably required to facilitate the issue or
transfer of MIP Securities, provided always that the Reinvesting Animalcare
Shareholders shall not be required to agree any amendment which is
disproportionately adverse to the economic position, or which
disproportionately increases the obligations, of the Aggregator compared to
Charterhouse without the prior consent of the Aggregator or the Lead
Aggregator Holders.
12. Structuring
The structure of the Topco Group, the Aggregator and their constitutional
documents will reflect the internal tax and legal requirements of
Charterhouse.
13. Eligibility
In order to be eligible to participate in the Alternative Offer, election by
each Animalcare Shareholder will be conditional on satisfying relevant
regulatory requirements and obligations under certain overseas securities laws
and regulations. In addition, Eligible Animalcare Shareholders who elect for
the Alternative Offer will be required to provide, and procure that their
affiliates and other related persons provide, to Bidco and Charterhouse before
any Aggregator Interests can be issued to them such materials and information
with respect to themselves (and, to the extent applicable, their directors,
shareholders, affiliates and other relevant parties) as requested by Bidco and
Charterhouse in order to satisfy Bidco, Charterhouse and their affiliates'
"Know Your Client" checks. Further details regarding the information to be
provided, and the manner in which it should be provided, will be set out in
the Scheme Document.
Appendix 5
ANIMALCARE PROFIT ESTIMATES
1. Animalcare Profit Estimates
For the full year ending 31 December 2025:
· Animalcare is estimating sales in line with consensus expectations of
£89.1 million immediately prior to the March 2026 capital markets event; and
· Animalcare is estimating Underlying EBITDA after R&D costs in
line with consensus expectations of £17.6 million immediately prior to the
March 2026 capital markets event,
(together the "Animalcare Profit Estimates").
2. Application of Rule 28 of the Code to Animalcare Profit Estimates
The statements above in relation to sales and Underlying EBITDA after R&D
costs constitute profit estimates for the purposes of the Code.
The Panel has granted Animalcare a dispensation from the requirement to
include reports from reporting accountants and Animalcare's financial advisers
in relation to the Animalcare Profit Estimates on the basis that: (i) the
Animalcare Profit Estimates are presented in a manner which is consistent with
Animalcare's ordinary course guidance; and (ii) the Animalcare Directors have
provided the confirmations stated below.
3. Animalcare Directors' confirmation
The Animalcare Directors confirm that, as at the date of this Announcement,
the Animalcare Profit Estimates are valid as at the date of this Announcement
and have been properly compiled on the basis that the accounting used is
consistent with Animalcare's accounting policies.
Appendix 6
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires.
Acquisition the proposed acquisition by Bidco of the entire issued and to be issued share
capital of Animalcare to be implemented by way of the Scheme (or, should Bidco
so elect, subject to the consent of the Panel, by way of an Offer) and, where
the context admits any subsequent revision, variation, extension or renewal
thereof
Aggregator CCP Paw Aggregator (Jersey) Limited, a private limited company incorporated in
Jersey with registered number 165080, which will hold Topco Units
Aggregator Articles the articles of association of the Aggregator
Aggregator Director has the meaning given in paragraph 5 of Appendix 4 to this Announcement
Aggregator Interests unlisted securities in the capital of the Aggregator, comprised of Aggregator
Ordinary Shares and Aggregator Preferred Return Instruments
Aggregator Ordinary Shares ordinary shares in the capital of the Aggregator
Aggregator Preferred Return Instruments securities issued by the Aggregator which carry a preferred return on capital
contributed in respect of such securities
Aggregator Shareholders' Agreement the shareholders' agreement to be entered into between (among others)
Charterhouse, the Aggregator and the Reinvesting Animalcare Shareholders in
relation to the Aggregator
Animalcare Animalcare Group plc, a limited liability company incorporated in England and
Wales with registered number 01058015
Animalcare Directors or Animalcare Board the directors of Animalcare as at the date of this Announcement or, where the
context so requires, the directors of Animalcare from time to time
Animalcare Group Animalcare and its subsidiary undertakings from time to time
Animalcare Profit Estimates has the meaning given in Appendix 5 to this Announcement
Animalcare Shareholders the registered holders of Animalcare Shares from time to time
Animalcare Share Plan means the Animalcare Long-Term Incentive Plan 2017 adopted by Animalcare, as
amended from time to time
Animalcare Shares the ordinary shares of 20 pence each in the capital of Animalcare
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for companies published by the London Stock Exchange from time
to time
Alternative Offer has the meaning given in paragraph 2 of this Announcement
Alternative Offer Term Sheet means the term sheet setting out the intended principal terms of the
Reinvestment Transaction Documents
Announcement this announcement made in accordance with Rule 2.7 of the Code
Bidco CCP Paw 2 Limited, a company incorporated in England and Wales with registered
number 16979949
Bidco Group Bidco and its subsidiary undertakings and, where the context permits, each of
them
Business Day a day (other than Saturday, Sunday and public holidays in England) on which
banks are open for business in the City of London
Cash Offer the cash offer being made by Bidco to Animalcare Shareholders in connection
with the Acquisition, being 336 pence in cash for every Animalcare Share held
as at the Scheme Record Time
Charterhouse funds managed or advised by Charterhouse Capital Partners LLP, a limited
liability partnership incorporated in England and Wales with registered number
OC306266
Charterhouse Funds CCP XII No.1 SCSp, CCP XII No. 2 SCSp, CCP XII No. 3 SCSp, each a société en
commandite spéciale, incorporated in Luxembourg
Clean Team Agreement the clean team agreement entered into between Charterhouse and Animalcare on 2
March 2026, as described in paragraph 12 of this Announcement
Closing Price the closing middle market price of an Animalcare Share on a particular trading
day as derived from Bloomberg
Code the City Code on Takeovers and Mergers
Companies Act the Companies Act 2006
Conditions the conditions to the Acquisition, as set out in Part 1 of Appendix 1 to this
Announcement and to be set out in the Scheme Document (or, if the Acquisition
is implemented by way of an Offer instead of the Scheme, the Offer Document)
Confidentiality Agreement the confidentiality agreement entered into between Charterhouse and Animalcare
on 8 January 2026, as described in paragraph 12 of this Announcement
Court the High Court of Justice of England and Wales
Court Meeting the meeting of Scheme Shareholders (or the relevant classes thereof) to be
convened at the direction of the Court pursuant to Part 26 of the Companies
Act for the purpose of considering and, if thought fit, approving the Scheme
(with or without amendment), including any adjournment, postponement or
reconvening thereof
Court Order the order of the Court sanctioning the Scheme under section 899 of the
Companies Act
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in the CREST Regulations) and in
accordance with which securities may be held and transferred in uncertificated
form
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (including
as it forms part of domestic law of the UK by virtue of the European Union
(Withdrawal) Act 2018), as amended from time to time
Dealing Disclosure an announcement pursuant to Rule 8 of the Code containing details of dealings
in relevant securities of a party to an offer
Disclosed (a) disclosed by, or on behalf of, Animalcare in the annual
report and accounts of the Animalcare Group for the year ended 31 December
2024;
(b) disclosed in the half year results for the six month
financial period ended 30 June 2025;
(c) disclosed in this Announcement;
(d) disclosed in any other announcement made by Animalcare via a
Regulatory Information Service before the date of this Announcement;
(e) fairly disclosed in the virtual data room operated by or on
behalf of Animalcare in respect of the Acquisition (which Bidco and/or its
advisers were able to access prior to the date of this Announcement);
or
(f) fairly disclosed prior to the date of this Announcement by,
or on behalf of, Animalcare to Charterhouse or Bidco
Disclosure Guidance and Transparency Rules the rules and regulations made by the FCA under FSMA 2000, and contained in
the publication of the same name
Drag Sale has the meaning given in paragraph 8 of Appendix 4 to this Announcement
EBITDA an alternative performance measure, being: net profit plus finance expenses,
less financial income, plus income taxes and deferred taxes, plus
depreciation, amortisation and impairment
Effective in the context of the Acquisition: (i) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms;
or (ii) if the Acquisition is implemented by way of an Offer, the Offer having
been declared or having become unconditional in accordance with the
requirements of the Code
Effective Date the date on which the Acquisition becomes Effective
Eligible Animalcare Shareholders an Animalcare Shareholder that satisfies the requirements of paragraph 13 of
Appendix 4 to this Announcement
Excluded Shares any and all Animalcare Shares which are:
(a) beneficially owned by Bidco or any other member of the Bidco
Group (or any nominee of the foregoing); or
(b) held by Animalcare in treasury,
in each case, at the Scheme Record Time
FATA Foreign Acquisitions and Takeovers Act 1975 (Cth)
FCA the Financial Conduct Authority of the United Kingdom, acting in its capacity
as the competent authority for the purposes of FSMA 2000
FIRB Condition has the meaning given in paragraph 3.1 of Appendix 1 to this Announcement
Form of Election the form of election to be sent to Animalcare Shareholders by or on behalf of
Animalcare pursuant to which an Eligible Animalcare Shareholder may make an
election under the Alternative Offer
Forms of Proxy the forms of proxy in connection with each of the Court Meeting and the
General Meeting, which shall accompany the Scheme Document
FSMA 2000 the Financial Services and Markets Act 2000
General Meeting the general meeting of Animalcare Shareholders to be convened to consider and,
if thought fit, pass the Resolutions (with or without amendment), including
any adjournment, postponement or reconvening thereof
Harwood Capital together, Harwood Capital Nominees Limited, North Atlantic Smaller Companies
Investment Trust plc and Oryx International Growth Fund Limited
HMRC His Majesty's Revenue and Customs
Investor Fund has the meaning given in paragraph 8 of Appendix 4 to this Announcement
IPO an initial public offering
Last Accounts Date 31 December 2024
Latest Practicable Date 15 April 2026, the last Business Day prior to the date of this Announcement
Lead Aggregator Holders has the meaning given in paragraph 6 of Appendix 4 to this Announcement
London Stock Exchange the London Stock Exchange plc or its successor
Long Stop Date 11.59 p.m. on 16 October 2026 or such later date (if any) as Bidco may, with
the consent of Animalcare or with the consent of the Panel, specify
Maximum Reinvestment Amount has the meaning given in paragraph 2 of Appendix 4 to this Announcement
MIP Securities has the meaning given in paragraph 11 of Appendix 4 to this Announcement
Offer a takeover offer under Part 28 of the Companies Act to be made by Bidco to
acquire the Animalcare Shares on the terms and subject to the conditions to be
set out in the Offer Document, including where the context so requires, any
subsequent revision, variation, extension or renewal of such offer
Offer Document if the Acquisition is implemented by way of an Offer instead of the Scheme,
the offer document to be sent to (among others) Animalcare Shareholders
containing and setting out, among other things, the full terms and conditions
of the Offer
Offer Period the offer period (as defined by the Code) relating to Animalcare, which
commenced on the date of this Announcement
Opening Position Disclosure an announcement pursuant to Rule 8 of the Code containing details on interests
or short positions in, or rights to subscribe for, any relevant securities of
a party to an offer
Overseas Shareholders Animalcare Shareholders who are not resident in, or nationals or citizens of,
the United Kingdom
Panmure Liberum Panmure Liberum Limited
Panel the Panel on Takeovers and Mergers
Plan Shares Animalcare Shares arising from the exercise of options granted under the
Animalcare Share Plan which have vested or will, at the discretion of the
Remuneration Committee of Animalcare, vest and be exercisable in connection
with the Acquisition
Prosek Prosek LLC
Registrar of Companies the Registrar of Companies in England and Wales
Regulatory Information Service any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements
Reinvesting Animalcare Shareholder an Eligible Animalcare Shareholder who validly elects for the Alternative
Offer
Reinvestment Election Date the latest time and date (each to be specified in the Scheme Document) by
which Eligible Animalcare Shareholders who wish to elect for the Alternative
Offer must submit a Form of Election
Reinvestment Transaction Documents has the meaning given in paragraph 11 of Appendix 4 to this Announcement
Relevant Authority any central bank, ministry, governmental, quasigovernmental, supranational
(including the European Union), statutory, regulatory or investigative body,
authority or tribunal (including any national or supranational antitrust,
competition or merger control authority, any sectoral ministry or regulator
and any foreign investment review body), national, state, municipal or local
government (including any subdivision, court, tribunal, administrative agency
or commission or other authority thereof), any entity owned or controlled by
them, any private body exercising any regulatory, taxing, importing or other
authority, any trade agency, association, institution or professional or
environmental body in any jurisdiction
relevant securities relevant securities (as defined in the Code) of Animalcare
Reserved Matters has the meaning given in paragraph 6 of Appendix 4 to this Announcement
Resolutions the resolution(s) necessary to implement the Scheme to be proposed at the
General Meeting, including a special resolution in connection with inter alia
implementation of the Scheme and certain amendments to be made to the articles
of association of Animalcare
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure, or would or may require Bidco
to comply with any requirements which in its absolute discretion is regarded
as unduly onerous, if information concerning the Acquisition is sent or made
available to Animalcare Shareholders in that jurisdiction
Rothschild & Co N.M. Rothschild & Sons Limited
R&D research and development
Sanction Hearing the hearing of the Court at which Animalcare will seek an order sanctioning
the Scheme pursuant to Part 26 of the Companies Act
Scheme a scheme of arrangement under Part 26 of the Companies Act between Animalcare
and Animalcare Shareholders to implement the Acquisition, with or subject to
any modification, addition or condition approved or imposed by the Court
Scheme Document the document to be dispatched to Animalcare Shareholders including the
particulars required by section 897 of the Companies Act
Scheme Record Time the time and date to be specified in the Scheme Document, expected to be 6.00
p.m. on the Business Day immediately prior to the Effective Date (or such
other date as Bidco and Animalcare may agree)
Scheme Shareholders holders of Scheme Shares
Scheme Shares any and all Animalcare Shares:
(a) in issue at the date of the Scheme Document and which remain
in issue at the Scheme Record Time;
(b) issued after the date of the Scheme Document and before the
Voting Record Time and which remain in issue at the Scheme Record Time; and
(c) issued on or after the Voting Record Time and before the
Scheme Record Time, either on terms that the original or any subsequent
holders thereof shall be bound by the Scheme or in respect of which the
holders thereof shall have agreed in writing to be bound by the Scheme, and
which remain in issue at the Scheme Record Time,
but, in each case, other than the Excluded Shares
Significant Interest in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of:
(a) the total voting rights conferred by the equity share
capital (as defined in section 548 of the Companies Act) of such undertaking;
or
(b) the relevant partnership interest
Stifel Stifel Nicolaus Europe Limited
Third Party has the meaning given in the Condition set out in paragraph 3.2 of Part 1 of
Appendix 1 to this Announcement
Topco CCP Paw (Jersey) Limited, a private limited company incorporated in Jersey
with registered number 165079, which will hold directly or indirectly the
entire issued share capital of Bidco
Topco A Ordinary Shares "A" ordinary shares in the capital of Topco
Topco Articles the articles of association of Topco
Topco B Ordinary Shares "B" ordinary shares in the capital of Topco
Topco Board the directors of Topco from time to time
Topco Group Topco and its subsidiary undertakings from time to time, including, for the
avoidance of doubt, the Animalcare Group with effect from the Effective Date
Topco Ordinary Shares ordinary shares in the capital of Topco
Topco Preferred Return Instruments securities issued by Topco which carry a preferred return on capital
contributed in respect of such securities
Topco Shareholders' Agreement the shareholders' agreement to be entered into between (among others)
Charterhouse and the Aggregator in relation to Topco
Topco Units unlisted securities in the capital of Topco, each comprising a certain number
of Topco B Ordinary Shares and Topco Preferred Return Instruments
UK or United Kingdom United Kingdom of Great Britain and Northern Ireland
UK Market Abuse Regulation the Market Abuse Regulation (EU) No 596/2014 as it forms part of the laws of
the United Kingdom from time to time
Unconditional if the Acquisition is implemented by way of an Offer instead of the Scheme,
the Offer having been declared, or having become, unconditional in accordance
with the requirements of the Code
Underlying EBITDA an alternative performance measure, being: EBITDA plus non-underlying items
U.S. or United States the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
U.S. Exchange Act the U.S. Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder
Voting Record Time the time and date to be specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined
Wider Animalcare Group the Animalcare Group and associated undertakings and any other body corporate,
partnership, joint venture or person in which Animalcare and all such
undertakings (aggregating their interests) have a Significant Interest
Wider Bidco Group the Bidco Group and the Charterhouse Funds and each of their respective and
associated undertakings and any other body corporate, partnership, joint
venture or person in which Bidco and all such undertakings (aggregating their
interests) have a Significant Interest
€ the lawful currency of the members states of the European Union that adopt the
single currency from time to time
£ or pence the lawful currency of the United Kingdom from time to time
For the purposes of this Announcement, subsidiary undertaking, undertaking and
associated undertaking have the respective meanings given to them in the
Companies Act.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this Announcement.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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