REG - Animalcare Group PLC - Results of Court Meeting and General Meeting

AnimalcareAnnouncement

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RNS Number : 4432H  Animalcare Group PLC  08 June 2026

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

FOR IMMEDIATE RELEASE

8 June 2026

RECOMMENDED ACQUISITION

of

ANIMALCARE GROUP PLC ("Animalcare")

by

CCP PAW 2 LIMITED ("Bidco")

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

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

Results of Court Meeting and General Meeting

Introduction

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

The Acquisition will be implemented by means of a Court-sanctioned scheme of
arrangement between Animalcare and the Scheme Shareholders under Part 26 of
the Companies Act 2006 (the "Scheme").

The scheme document in respect of the Acquisition was published and made
available to Animalcare Shareholders on 12 May 2026 (the "Scheme Document").

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

Results of the Court Meeting and the General Meeting

Animalcare is pleased to announce that, at the Court Meeting and the General
Meeting held today in connection with the Acquisition:

·    the requisite majority of Scheme Shareholders voted (either in person
or by proxy) in favour of the resolution to approve the Scheme at the Court
Meeting; and

·    the requisite majority of Animalcare Shareholders voted (either in
person or by proxy) in favour of the Special Resolution at the General Meeting
to give effect to the Scheme by, among other things, amending the Animalcare
Articles.

Details of the resolutions passed at the Meetings are set out in the notices
of the Court Meeting and the General Meeting contained in Part 12 (Notice of
Court Meeting) and Part 13 (Notice of General Meeting) of the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder present in person or by proxy was entitled to one vote per
Scheme Share held at the Voting Record Time.

 Results of Court Meeting                                                        FOR                   AGAINST               TOTAL

 Number of Scheme Shares voted                                                   45,228,315            6,320,349             51,548,664
 Percentage of Scheme Shares voted((1))                                          87.74%                12.26%                100%
 Number of Scheme Shareholders who voted((2))                                    30                    10                    34
 Percentage of Scheme Shareholders who voted((1)(2))                             88.24%                29.41%                117.65%
 Number of Scheme Shares voted as a percentage of issued share capital entitled  65.50%                9.15%                 74.66%
 to vote on the Scheme ((1))

 (1)   All percentages have been rounded to two decimal places.

 (2)   Where a Scheme Shareholder has cast some of their votes "for" and
 some of their votes "against" the resolution, such Scheme Shareholder has been
 counted as having voted both "for" and "against" the resolution for the
 purposes of determining the number and percentage of Scheme Shareholders who
 voted as set out in this row. This also results in the percentages in the
 fifth row of the above table being, in total, over 100%.

Voting results of the General Meeting

The table below sets out the results of the poll on the Special Resolution at
the General Meeting. Each Animalcare Shareholder present in person or by proxy
was entitled to one vote per Animalcare Share held at the Voting Record Time.

 

                                                                               FOR                                        AGAINST                                    TOTAL            WITHHELD((1))
 Special Resolution                                                            Number of votes  Percentage of votes((2))  Number of votes  Percentage of votes((2))  Number of votes  Number of votes
 To give effect to the Scheme by, among other things, amending the Animalcare  45,300,960       87.73%                    6,335,139        12.27%                    51,636,099       2,049,762
 Articles

 (1)   A vote withheld is not a vote in law and is not counted in the
 calculation of the proportion of votes "for" or "against" the Special
 Resolution.

 (2)   All percentages have been rounded to two decimal places.

 

The total number of Animalcare Shares in issue at the Voting Record Time was
69,045,945. As at the Voting Record Time, no Animalcare Shares were held in
treasury. Therefore, the total number of voting rights in Animalcare as at
the Voting Record Time was 69,045,945.

Next steps and updated expected timetable of principal events

The outcome of the Court Meeting and General Meeting means that Conditions 2.1
and 2.2 (as set out in Part 3 (Conditions to the Implementation of the Scheme
and to the Acquisition) of the Scheme Document) have been satisfied.

The Acquisition remains subject to the satisfaction (or, where applicable,
waiver) of certain other Conditions, including the FIRB Condition, the
sanction of the Scheme by the Court at the Sanction Hearing, delivery of a
copy of the Court Order to the Registrar of Companies and the satisfaction
(or, where applicable, waiver) of the remaining general Conditions set out in
Part 3 (Conditions to the Implementation of the Scheme and to the Acquisition)
of the Scheme Document. The expected timetable of principal events for the
implementation of the Scheme is set out in the Scheme Document.

An updated expected timetable of principal events for the implementation of
the Scheme is set out in the appendix to this announcement. If any change to
the key dates and/or times set out in the expected timetable are made, the
Company will give notice of this change by issuing an announcement through a
Regulatory Information Service, with such announcements also being made
available on the Company'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/)
.

Enquiries

 Animalcare                                  +44 (0) 1904 487 687

 Jennifer Winter (Chief Executive Officer)

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

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

 Caroline Forde                                                                       animalcare@almastrategic.com (mailto:animalcare@almastrategic.com)

 Kinvara Verdon

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

 Ben Maddison

 Charles Hoare

 Jason Grossman

 Francis North

 Ben Good

 Kate Hanshaw
                                                                                      +44 (0) 20 7886 2500

 Panmure Liberum (Joint Broker to Animalcare)

 Emma Earl

 Freddy Crossley

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

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

 Julian Hudson

 Dimitrios Iroidis

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

 Matthieu Roussellier

 Kate Pledger

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

 

Important Notices

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

Financial advisers

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

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

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

Overseas shareholders

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

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

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

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

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

Notice to US holders of Animalcare Shares

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

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

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

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

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

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

Disclosure requirements of the Takeover Code

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

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

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

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

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

Publication on websites

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

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

 

APPENDIX

UPDATED EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event                                                                           Time and/or date
 The following dates are indicative only and are subject to change((1)):
 Reinvestment Election Date for the Form of Election (green form for             5:00 p.m. on D - 7 days((2))
 certificated holders) and settlement of TTE Instructions (for CREST holders)
 Sanction Hearing to sanction the Scheme                                         As soon as reasonably practicable

after Bidco confirms the satisfaction

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

Notes:

1.     These times and dates are indicative only, based on current
expectations and will depend on, among other things, the dates upon which: (i)
the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar
of Companies. If any of the dates and/or times change in this expected
timetable, the revised dates and/or times will be notified to Animalcare
Shareholders by announcement through the Regulatory Information Service on the
London Stock Exchange, with such announcement being made available on
Animalcare's website at www.animalcaregroup.com
(http://www.animalcaregroup.com) .

2.     For technical reasons, it will not be possible to send TTE
Instructions to Euroclear before the date on which the Sanction Hearing is set
and announced. Once the date of the Sanction Hearing is set, Animalcare will
announce the Reinvestment Election Date via a Regulatory Information Service
(with such announcement being made available on Animalcare's website at
https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/)
and an appropriate event will be set up by Euroclear in CREST. It will be
possible for TTE Instructions to be sent to Euroclear from such time until the
Reinvestment Election Date.

3.     This is the latest date by which the Scheme may become Effective
(by no later than 11.59 p.m. (London time)). However, the Long Stop Date may
be extended to such later date as Bidco and Animalcare agree (with the consent
of the Takeover Panel, if required).

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