REG - Carr's Group PLC - Results of Tender Offer

Carr'sAnnouncement

20/06/2025 07:00

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RNS Number : 6706N  Carr's Group PLC  20 June 2025

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FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

20 June 2025

Carr's Group plc

("Carr's", the "Group" or the "Company")

 

Results of Tender Offer and Total Voting Rights

 

Following the close of the Tender Offer at 1.00 p.m. (UK time) on 19 June
2025, the Company is pleased to announce the results of the Tender Offer,
details of which were set out in the Circular published by the Company on 21
May 2025.

Tender Offer

The maximum aggregate number of Ordinary Shares that could be purchased
pursuant to the Tender Offer was 42,944,785 Ordinary Shares, representing
approximately 45.4 per cent. of the Company's issued share capital as at the
Tender Offer Record Date, at a Tender Price of 163 pence per Ordinary Share.

Under the Tender Offer, valid applications to tender shares were received in
respect of 55,419,051 Ordinary Shares, equal to approximately 58.6 per cent.
of the total number of Ordinary Shares in issue as at the Tender Offer Record
Date. Accordingly, all valid tenders of Shareholders' Individual Basic
Entitlements have been accepted and will be purchased in full. Additionally,
in accordance with the terms and conditions of the Tender Offer as set out in
the Circular, all excess tenders have been scaled back pro rata to the total
number of such Ordinary Shares tendered, such that the total cost of Ordinary
Shares purchased pursuant to the Tender Offer does not exceed £70 million. As
such, a total of 42,944,785 Ordinary Shares will be purchased under the Tender
Offer and subsequently cancelled on 23 June 2025.

The total value to be returned to Shareholders pursuant to the Tender Offer
will therefore be approximately £70 million. Payment of the consideration due
to Shareholders whose tender applications under the Tender Offer have been
accepted will be despatched (by cheque or by a CREST payment, as appropriate)
on or before 30 June 2025. It is also anticipated that balancing share
certificates in respect of unsold certificated Ordinary Shares will be
despatched by no later than 30 June 2025.

Total Voting Rights

Following the implementation of the Tender Offer and the cancellation of the
42,944,785 successfully tendered Ordinary Shares due to take place on 23 June
2025, the total number of voting shares in Carr's in issue will be 51,638,052.

This figure may be used by Shareholders as the denominator for the
calculations by which they determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement (unless otherwise defined) have
the meanings set out in the announcement of the Company dated 21 May 2025 in
respect of the Tender Offer.

 

 

 

Enquiries

 Carr's Group plc                                          +44 (0) 1228 554 600
 Tim Jones, Chairman

 Hudson Sandler                                            +44 (0) 20 7796 4133
 Hattie Dreyfus / Nick Moore

 Investec Bank plc (Financial Adviser & Joint Broker)      +44 (0) 20 7597 5970
 David Anderson / Will Brinkley / Tom Brookhouse

 Cavendish Capital Markets Limited (Joint Broker)          +44 (0) 207 397 1965
 Adrian Hadden / Matt Lewis / Hamish Waller

 

About Carr's Group plc:

Carr's is a pure-play specialist Agriculture manufacturer and provider of
research proven, value-added livestock supplements such as feed licks, blocks,
bagged minerals and boluses.

The business operates manufacturing sites across three different countries,
selling expert-developed products under five globally respected and market
leading brands to over 20 countries worldwide.

 

IMPORTANT NOTICE

The offer period for the Tender Offer has now expired. No further tenders of
any Ordinary Shares may be made pursuant to the Tender Offer. This
announcement is not intended to, and does not constitute, or form part of, any
offer to sell or an invitation to purchase or subscribe for any securities or
a solicitation of any vote or approval in any jurisdiction. This announcement
must be read in conjunction with the Circular.

This announcement and the Circular contain important information which should
be read carefully. If any Shareholder is in any doubt as to the contents of
this announcement and/or the Circular or the action it should take, it is
recommended to seek its own financial and legal advice, including in respect
of any tax consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulation Authority (the "PRA") and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA") and the PRA, is acting
exclusively for Carr's as financial adviser and for no one else in connection
with this announcement, the Circular and the Tender Offer and will not regard
any other person as its client in relation to this announcement, the Circular
or the Tender Offer and accordingly will not be responsible to anyone other
than Carr's for providing the protections afforded to its clients, or for
providing advice in connection with the Tender Offer, the contents of this
announcement or the Circular or any other transaction, arrangement or other
matter referred to in this announcement or the Circular as relevant.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Investec under the Financial Services and Markets Act 2000, as amended,
modified or re-enacted from time to time ("FSMA") or the regulatory regime
established thereunder: (i) neither Investec nor any persons associated or
affiliated with Investec accepts any responsibility whatsoever or makes any
warranty or representation, express or implied, in relation to the contents of
this announcement or the Circular, including their accuracy, completeness or
verification or for any other statement made or purported to be made by, or on
behalf of it, Carr's or the Directors, in connection with Carr's and/or the
Tender Offer; and (ii) Investec accordingly disclaims, to the fullest extent
permitted by law, all and any liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) which it might otherwise be
found to have in respect of this announcement or the Circular or any such
statement.

Cautionary statement regarding forward-looking statements

This announcement includes statements that are, or may be deemed to be,
forward-looking statements beliefs or opinions. These forward-looking
statements can be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will", or "should" or, in each
case, their negative or other variations or comparable terminology. These
forward-looking statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and include
statements regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Group's results of operations
and financial condition and the Group's liquidity, prospects, growth,
strategies and markets. These statements are made by the Directors in good
faith based on the information available to them at the date of this
announcement and reflect the Directors' beliefs and expectations.

By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. Actual results and developments could differ materially
from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement, including the
Directors' current view with respect to future events, are subject to risks
relating to future events and other risks and uncertainties and are based on
assumptions relating to the Group's operations, results of operations, growth
strategy and liquidity. You should specifically consider the factors
identified in this document which could cause actual results to differ before
making any decision in relation to the Tender Offer. Whilst the Directors
consider these assumptions to be reasonable based upon information currently
available, they may prove to be incorrect. Save as required by law, the FCA,
the London Stock Exchange, the Market Abuse Regulation (EU) No 596/2014 as it
forms part of the laws of the United Kingdom from time to time, the Disclosure
Guidance and Transparency Rules of the FCA or the UK Listing Rules of the FCA
and guidance notes published by the London Stock Exchange from time to time,
the Company undertakes no obligation to publicly release the results of any
revisions to any forward-looking statements in this announcement that may
occur due to any change in the Directors' expectations or to reflect events or
circumstances after the date of this announcement.

No statement in this announcement is or is intended to be a profit forecast or
estimate for any period and no statement in this announcement should be
interpreted to mean that the earnings of the Group for the current or future
financial years will necessarily match or exceed the historical or published
earnings of the Group.

 

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