REG - CVS Group plc - Publication of Prospectus and Trading Update
23/01/2026 12:30
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RNS Number : 2011Q CVS Group plc 23 January 2026
23 January 2026
THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN CVS GROUP PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
CVS GROUP plc
("CVS" or the "Company" and, together with its subsidiaries, the "Group")
Publication of Prospectus and Trading Update
Publication of Prospectus
Further to the announcement released on 11 December 2025, the Company is
pleased to announce the publication of a prospectus (the "Prospectus") in
relation to the proposed admission of its ordinary shares ("Ordinary Shares")
to the Equity Shares (Commercial Companies) Category of the Official List of
the Financial Conduct Authority ("FCA") and to trading on the Main Market of
the London Stock Exchange (together, the "Admission").
It is expected that: (i) Admission will take place at 8.00 a.m. on 29 January
2026; and (ii) the Ordinary Shares will be cancelled from trading on AIM at
8.00 a.m. on 29 January 2026. The last day of trading in the Ordinary Shares
on AIM is therefore expected to be 28 January 2026.
CVS does not intend to raise any funds or offer any new Ordinary Shares in
connection with Admission and Admission will be effected through an
introduction of the Company's existing Ordinary Shares. Following Admission,
the Ordinary Shares will continue to be registered with their existing ISIN of
GB00B2863827 and the Company's ticker symbol will continue to be CVSG.
The Company's shareholders should consult their own professional advisers
regarding the consequences of Admission on their personal tax position.
The Prospectus has been approved by the FCA and will shortly be available to
view on the Group's website,
https://www.cvsukltd.co.uk/investor-centre/main-market-listing/
(https://www.cvsukltd.co.uk/investor-centre/main-market-listing/) . A copy of
the Prospectus will be submitted to the National Storage Mechanism and will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Trading update 1 (#_ftn1)
Within the Prospectus, the Company issues the following update on trading for
the six month period ended 31 December 2025 ("H1 2026").
In H1 2026, Group revenue increased 5.8 per cent. to £356.9 million (H1
2025 2 (#_ftn2) : £337.3 million). Group like-for-like sales(( 3 (#_ftn3)
)) increased 2.7 per cent. for the period compared to H1 2025.
Adjusted EBITDA 4 (#_ftn4) increased by 3.9 per cent. to £67.7 million (H1
2025: £65.1 million) with an adjusted EBITDA margin(( 5 (#_ftn5) )) of 19.0
per cent. (H1 2025: 19.3 per cent.) which was in line with the Company's
medium-term ambitions.
The Group has invested £17.5 million in H1 2026 (H1 2025: £16.3 million) in
technology, clinical equipment, practice refurbishment and relocations.
The Group unveiled its approach to dual brand its companion animal veterinary
sites in November 2025 under 'CVS Vets' and this dual branding is currently
being rolled out across its UK companion animal practice sites.
The Group is pleased to share an improvement in employee engagement as
measured through the Group's employee Net Promoter Score, which increased to
+10.0 in December 2025 (30 June 2025: +3.1).
Competition and Markets Authority
On 15 October 2025, the CMA published its Provisional Decision in its market
investigation, outlining its proposed remedies and bringing additional
certainty as we near the CMA's Final Decision which is due in Spring 2026. The
Group is engaging with the CMA on the proposed remedies and remains committed
to implementing them once finalised.
Australia acquisitions
The Australia practices continue to perform in line with the Board's
expectations. Three acquisitions comprising eleven practice sites have been
made in the financial year to date, for aggregate initial consideration of
A$55.1 million (£26.8 million). The Group has exchanged contracts on a
further single site companion animal first opinion practice acquisition in
Australia since the trading update in November. Completion is expected in the
coming months.
As at the date of the Prospectus, the Group now operates across 32 practices
in Australia comprising 54 practice sites and has a pipeline of further
acquisition opportunities.
Net bank borrowings
The Group's investment in capital expenditure and acquisitions alongside the
share buyback announced as part of the move to the Main Market, partly offset
by robust operating cashflows, has resulted in net bank borrowings(( 6
(#_ftn6) )) increasing to £160.2 million as at 31 December 2025 (30 June
2025: £131.4 million). Leverage on a bank test basis(( 7 (#_ftn7) )) of
1.41x as at 31 December 2025 was in line with the Board's expectations (30
June 2025: 1.18x).
Outlook
The Board remains mindful of continued headwinds in the UK around
cost-of-living pressures and relatively low levels of consumer confidence. The
fundamentals of the sector remain strong and the Board believes that CVS is
well positioned to deliver attractive growth in shareholder value over the
medium term. The Group continues to expect to deliver FY2026 results in line
with the Board's expectations.
The Company expects to announce its H1 2026 interim results on 26 February
2026.
Contacts
CVS Group plc
via Camarco
Richard Fairman, CEO
Robin Alfonso, CFO
Paul Higgs, Chief Veterinary Officer
Charlotte Page, Head of Investor Relations
Berenberg (Sponsor & Joint
Broker) +44
(0)20 3207 7800
Toby Flaux / Michael Burke / Milo Bonser / Brooke Harris-Lowing
Peel Hunt LLP (Nominated Adviser & Joint Broker)
+44 (0)20 7418 8900
Christopher Golden / James Steel / Andrew Clark
Camarco (Financial
PR)
cvsg@camarco.co.uk
Ginny Pulbrook
+44 (0)7961 315
138
Letaba Rimell
Tilly Butcher
About CVS Group plc (www.cvsukltd.co.uk)
CVS Group is a leading provider of veterinary services with operations in the
UK and Australia. CVSG is focused on providing high-quality clinical
services to its clients and their animals, with outstanding and dedicated
clinical and support teams at the core of its strategy.
The Group now operates c.470 veterinary practices across its two territories,
including specialist referral hospitals and dedicated out-of-hours sites.
Alongside the core Veterinary Practices division, CVSG operates Laboratories
(providing diagnostic services to CVSG and third-parties) and an Online Retail
Business.
The Group employs c.8,900 personnel, including c.2,500 veterinary surgeons and
c.3,300 nurses and patient care assistants.
Important notices
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.
This announcement contains statements that are, or may be deemed to be,
"forward- looking statements". These forward-looking statements can be
identified by the use of forward‑looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "plans", "goal",
"target", "aim", "may", "will", "would", "could" or "should" or, in each case,
their negative or other variations or comparable terminology. All statements
other than statements of historical facts included in this announcement,
including those regarding the Company's strategy, plans and objectives and the
anticipated Admission are forward-looking statements. Readers are cautioned
not to place undue reliance on such statements. Forward-looking statements
involve a number of known and unknown risks, uncertainties and other factors,
many of which are difficult to predict and generally beyond the control of
CVS. These forward-looking statements speak only as of the date of this
announcement. CVS expressly disclaims any obligation or undertaking to update
or revise any forward-looking statement (except to the extent legally
required).
You are advised to read the Prospectus in its entirety, and, in particular,
the section of the Prospectus headed "Risk Factors", for a further discussion
of the factors that could affect the Company's future performance and the
industry in which it operates.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
and in the United Kingdom is subject to limited regulation by the FCA, is
acting exclusively for the Company as Sponsor and no one else in connection
with Admission and it will not regard any other person as a client in relation
to Admission and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to Admission or any other transaction, matter, or arrangement
referred to in this announcement.
This announcement has been 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 Berenberg or by any of their affiliates, partners, directors,
officers, employees, advisers or agents as to or in relation to, the accuracy
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 therefore is expressly disclaimed.
(( 1 (#_ftnref1) )) The Trading Update section of this
RNS includes a reference to unaudited adjusted EBITDA and adjusted EBITDA
margin for H1 2026. These figures are considered to be a profit estimate for
the purposes of the UK Listing Rules and have been compiled and prepared on a
basis which is both (a) comparable with the Company's historical financial
information and (b) consistent with the Company's accounting policies.
(( 2 (#_ftnref2) )) H1 2025 has been re-presented
following the disposal of the crematoria operations in May 2025. As such these
have been re-classified as a discontinued operation in FY2025. H1 2025 is the
six-month period ended 31 December 2024.
(#_ftnref3) 3 Like-for-like sales show revenue
generated from like-for-like continuing operations compared to the prior
period, adjusted for the number of working days and on a constant currency
basis.
4 (#_ftnref4) Adjusted EBITDA is calculated by reference
to profit before tax for continuing operations (H1 2026: £15.2m, H1 2025:
£15.9m), adjusted for net finance expense (H1 2026: £6.9m, H1 2025: £9.0m),
depreciation (H1 2026: £19.9m, H1 2025: £19.2m), profit or loss on disposal
of property, plant and equipment (H1 2026: £0.6m, H1 2025: -£0.4m),
amortisation (H1 2026: £12.7m, H1 2025: £12.3m), costs relating to business
combinations (H1 2026: £8.9m, H1 2025: £7.6m) and exceptional items (H1
2026: £3.5m, H1 2025: £1.5m).
(#_ftnref5) 5 Adjusted EBITDA margin is calculated
as Adjusted EBITDA (H1 2026: £67.7m, H1 2025: £65.1m) divided by revenue (H1
2026: £356.9m, H1 2025: £337.3m).
6 (#_ftnref6) Net bank borrowings is defined as
drawn bank debt less cash and cash equivalents.
7 (#_ftnref7) Leverage on a bank test basis is
defined as net bank borrowings divided by Adjusted EBITDA annualised for the
effect of acquisitions, including costs relating to acquisition fees and
excluding share option costs, prior to the adoption of IFRS 16.
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