REG - Animalcare Group PLC - Results of the Fundraise

AnimalcareAnnouncement

03/12/2024 13:00

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RNS Number : 6426O  Animalcare Group PLC  03 December 2024

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS
OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. PLEASE SEE THE IMPORTANT
INFORMATION AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR").

 

Animalcare Group plc

("Animalcare", the "Company" or the "Group")

Results of the Fundraise

3 December 2024. Animalcare Group Plc (AIM: ANCR), the international animal
health business, is pleased to announce that, following the announcement made
earlier today regarding the Fundraise (the "Fundraise Announcement"), it has
raised gross proceeds of £20 million before expenses by way of an
oversubscribed Placing and Subscription (the "Fundraise") of 8,602,150 new
ordinary shares of £0.20 pence each in the capital of the Company (the
"Fundraise Shares") at a price of 232.5 pence per Placing Share (the "Issue
Price"). Allocations in the Placing will be confirmed to Placees as soon as
practicable today.

Stifel Nicolaus Europe Limited ("Stifel" or the "Bookrunner") is acting as
Sole Bookrunner in connection with the Equity Placing and Sole and Exclusive
M&A Adviser in connection with the Acquisition.

Capitalised terms not defined in this announcement (the "Results
Announcement") have the meanings given to them in the Fundraise Announcement.

Highlights

·        The Company has raised gross proceeds of £20 million through
an oversubscribed Placing and Subscription at the Issue Price

·        Animalcare proposes to use the net proceeds of the Fundraise
to part fund the cash consideration payable by the Company for the acquisition
of Randlab Pty Ltd, Randlab Australia Pty Ltd (and its wholly owned
subsidiary, Randlab (New Zealand) Limited) and Randlab Middle East Veterinary
Medicine Trading Single Owner L.L.C. (together "Randlab"), (the
"Acquisition"), as announced separately earlier today (the "Acquisition
Announcement")

·        The Issue Price represents a discount of 5.1 per cent. to the
closing mid-market price of 245.0 pence per Existing Ordinary Share on 2
December 2024, being the latest practicable date prior to the publication of
the Fundraise Announcement

·        On Admission, the Fundraise Shares will represent
approximately 12.5 per cent. of the Company's issued ordinary share capital
as enlarged by the Fundraise

Jenny Winter, Chief Executive of Animalcare Group plc, said: "We are delighted
to announce today's successful Fundraise of £20 million. We are very thankful
to the top tier new investors who joined us and express our gratitude to our
existing shareholders who have reaffirmed their support in this transaction.
The net proceeds of the Fundraise will be used to part fund the acquisition of
Randlab - a transformational deal that provides an excellent fit with our
growth strategy and is complementary to our product portfolio."

Director Dealings and Related Party Disclosure

Certain directors of the Company have subscribed for new Ordinary Shares in
the amounts set out in the table below pursuant to the Placing, in the case of
Marc Coucke (through Alychlo NV, an entity wholly owned by him), and the
Subscription in the case of Jennifer Winter, Christopher Brewster and Dr
Douglas Hutchens:

                       On the date of this announcement                                                                                                 Immediately following Admission
 Director              Number of Ordinary Shares held  Percentage of Existing Share Capital  Number of New Ordinary Shares subscribed for in Fundraise  Number of Ordinary Shares held  Percentage of Enlarged Share Capital
 Marc Coucke(1)        14,751,674                      24.43                                 860,215                                                    15,611,889                      22.63
 Jennifer Winter       68,392                          0.11                                  32,258                                                     100,650                         0.15
 Christopher Brewster  280,513                         0.46                                  5,000                                                      285,513                         0.41
 Dr Douglas Hutchens   -                               -                                     5,000                                                      5,000                           0.01

(1)Marc Coucke's interest is held through Alychlo NV, an entity wholly owned
by him.

The participation by Marc Coucke in the Placing and the respective
participations by Jennifer Winter, Christopher Brewster and Dr Douglas
Hutchens in the Subscription, each constitute a related party transaction for
the purposes of the AIM Rules. Edwin Torr and Sylvia Metayer, being the
independent directors of the Company for the purpose of the Fundraise,
consider, having consulted with Stifel, the Company's nominated adviser, that
the terms of participation by Marc Coucke in the Placing, and the respective
participations of Jennifer Winter, Chris Brewster and Dr Doug Hutchens in the
Subscription to be fair and reasonable insofar as shareholders of the Company
are concerned.

 

Details of the Placing

Further details of the Placing are contained in the Fundraise Announcement.
The Fundraise is conditional upon the Placing Agreement between the Company
and the Bookrunner not having been terminated in accordance with its terms.

The Fundraise is not conditional on the completion of the Acquisition and the
Acquisition is not conditional on the Fundraise. The conditions to the
completion of the Acquisition are set out in the Acquisition Announcement. In
the event that the Acquisition does not complete, Animalcare intends to invest
the net proceeds of the Fundraise, where possible, to finance other
acquisition opportunities that fulfil its strategic objectives and for general
corporate purposes.

Admission, settlement and dealings

Application has been made to the London Stock Exchange for the Fundraise
Shares to be admitted to trading on the AIM market of the London Stock
Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 5 December 2024 and
dealings in the Placing Shares are expected to commence at 8.00 a.m. on 5
December 2024. Following admission of the Fundraise Shares, the Company's
issued ordinary share capital will comprise of 68,976,418 ordinary shares.

Therefore, following Admission of the Fundraise Shares, the total number of
ordinary shares with voting rights in the Company will be 68,976,418 which may
be used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.

The Fundraise Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.

The Fundraise Shares will be in registered form and will be capable of being
held in either certificated or uncertificated form (i.e. in CREST).
Accordingly, following Admission, settlement of transactions in the Ordinary
Shares may take place within the CREST system if a Shareholder so wishes.
Shareholders who wish to receive and retain share certificates are able to do
so.

The ISIN number of the Fundraise Shares is GB0032350695. The TIDM is ANCR.

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 For further enquiries, please contact:

 Animalcare Group Plc                                                            +44 (0)1904 487 687
 Jenny Winter, Chief Executive Officer
 Chris Brewster, Chief Financial Officer                                         communications@animalcaregroup.com (mailto:communications@animalcaregroup.com)

 Media/investor relations
 Stifel Nicolaus Europe Limited

 (Sole and Exclusive M&A Adviser, Sole Bookrunner & Nominated Adviser)           +44 (0) 20 7710 7600
 Ben Maddison

 Charles Hoare

 Nicholas Harland

 Francis North

IMPORTANT NOTICES

This announcement (the "Announcement") does not constitute or form part of,
and should not be construed as, any offer to sell or issue or a solicitation
of an offer to buy, subscribe for or otherwise acquire any securities in any
jurisdiction. This Announcement is not for publication or distribution,
directly or indirectly, in whole or in part, in or into the United States of
America (including its territories and possessions, any state of the United
States and the District of Columbia) (the "United States"), Australia, Canada,
Japan, the Republic of South Africa or any other jurisdiction in which such
publication or distribution would be unlawful ("Restricted Jurisdiction") (or
to any persons in a Restricted Jurisdiction) unless permitted pursuant to an
exemption under the relevant local law or regulation in any such jurisdiction.
Any failure to comply with this restriction may constitute a violation of the
applicable laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.

The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or any other jurisdiction of the United States,
and may not be offered or sold, directly or indirectly, in the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of, the Securities Act and in compliance with all
applicable securities laws of any State or any other jurisdiction of the
United States. No public offering of securities is being made in the United
States or in any other jurisdiction. The Placing Shares are being offered and
sold outside the United States in "offshore transactions" as defined in
Regulation S under the Securities Act.

No action has been taken by the Company, Stifel or any of their respective
directors, officers, partners, agents, employees, affiliates, advisors,
consultants, persons connected with them as defined in the Financial Services
and Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.

This Announcement is directed at and is only being distributed to: (A) if in a
member state of the European Economic Area, persons who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as
amended (the "EU Prospectus Regulation"), (B) if in the United Kingdom,
persons who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus
Regulation") and who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
Article 19(5) of FSMA (Financial Promotion) Order 2005, as amended (the
"Order"); or (ii) high net worth entities falling within Article 49(2)(a) to
(d) of the Order or (C) other persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as "Relevant
Persons"). No other person should act on or rely on this Announcement and
persons distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you represent
and agree that you are a Relevant Person. This Announcement must not be acted
on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. As regards
all persons other than Relevant Persons, the details of the Placing set out in
this Announcement are for information purposes only.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person.

No prospectus has been or will be made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with the EU Prospectus Regulation and the UK Prospectus Regulation)
to be published.

The information contained in this Announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this Announcement or its accuracy,
fairness or completeness. None of the information in this Announcement has
been independently verified or approved by Stifel or any of its Affiliates.

Stifel is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting exclusively for the Company and for no one else
in connection with the Placing and will not regard any other person (whether
or not a recipient of this Announcement) as a client in relation to the
Placing or any other matter referred to in this Announcement, and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients nor for providing advice in relation to
the Placing, or any other matter referred to in this Announcement. The
responsibilities of Stifel as the Company's nominated adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or any director,
shareholder or any other person.

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Stifel or any of its Affiliates as to, or in
relation to, the accuracy, adequacy or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor is
expressly disclaimed.

Recipients of this Announcement should conduct their own independent
investigation, evaluation and assessment of the merits or otherwise of the
business, data and property described in this Announcement. This Announcement
does not constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. No statement in
this Announcement is intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings or earnings per share
of the Company for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share of the
Company. The contents of this Announcement are not to be construed as legal,
business, financial, regulatory or tax advice. Each shareholder or prospective
investor should consult with his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business,
regulatory or tax advice. Investing in the Placing Shares involves a
substantial degree of risk.

The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all permitted distribution channels (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: (a) the price of the Placing Shares may decline
and investors could lose all or part of their investment; (b) the Placing
Shares offer no guaranteed income and no capital protection; and (c) an
investment in the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Stifel will only procure investors who meet the criteria of
professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.

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

EEA product governance

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Company's ordinary shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Stifel will only procure investors who meet the criteria of professional
clients and eligible counterparties.

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

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

 

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