REG - Dechra Pharmaceutcls - Cancellation of listing and admission to trading

Dechra PharmaceuticalsAnnouncement

17/01/2024 08:15

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RNS Number : 9089Z  Dechra Pharmaceuticals PLC  17 January 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART 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

 

17 January 2024

Dechra Pharmaceuticals PLC

("Dechra" or the "Company")

 

Cancellation of listing and admission to trading of Dechra Shares

Further to the announcement made by Dechra and Freya Bidco Limited ("Bidco")
on 12 January 2024, Dechra confirms that the listing of Dechra Shares on the
premium listing segment of the Financial Conduct Authority's Official List and
the admission of the Dechra Shares to trading on the Main Market of the London
Stock Exchange were each cancelled with effect from 8.00 am today, 17 January
2024.

This announcement should be read in conjunction with the full text of the
circular in relation to the Court-sanctioned scheme of arrangement under Part
26 of the Companies Act 2006 to implement the Acquisition published on 26 June
2023 (the "Scheme Document"). Capitalised terms used but not otherwise defined
in this announcement have the meanings set out in the Scheme Document. All
references to times in this announcement are to London, United Kingdom times,
unless otherwise stated.

The person responsible for arranging the release of this announcement on
behalf of Dechra is Melanie Hall, Company Secretary.

 

Enquiries:

 Dechra Pharmaceuticals PLC                                                 +44 (0) 1606 814 730
 Ian Page, Chief Executive Officer

 Paul Sandland, Chief Financial Officer

 Jonny Armstrong, Head of Investor Relations

 Investec Bank plc (Sole Financial Adviser and Corporate Broker to Dechra)  +44 (0) 207 597 5970
 Chris Treneman

 Bruce Garrow

 David Anderson

 TooleyStreet Communications Ltd (PR Adviser to Dechra)                     +44 (0) 7785 703 523
 Fiona Tooley, Director

 EQT                                                                        +44 (0) 77 1534 1608
 Finn McLaughlan

 BofA Securities (Joint Financial Adviser to EQT, Luxinva S.A. and Bidco)   +44 (0) 20 7628 1000

 Laurent Dhome

 Geoff Iles

 Roy Wouters

 Antonia Rowan

 Roman Makovitskiy

 Morgan Stanley (Joint Financial Adviser to EQT, Luxinva S.A. and Bidco)    +44 (0) 20 7425 8000

 Anthony Zammit

 James Talbot

 Tom Perry

 FGS Global (PR Adviser to EQT, Luxinva S.A. and Bidco)                     +44 (0) 20 7251 3801

 Faeth Birch                                                                EQT-LON@fgsglobal.com

 Chris Ryall

 Sophia Johnston

 

DLA Piper UK LLP is acting as legal adviser to Dechra.

 

Kirkland & Ellis International LLP is acting as legal adviser to Bidco
and EQT, and Freshfields Bruckhaus Deringer LLP is acting as legal adviser to
Luxinva S.A. and ADIA.

 

Important Notice

 

Merrill Lynch International ("BofA Securities"), which is authorised by the
PRA and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for EQT, Luxinva S.A. and Bidco and for no one else and will not
be responsible to anyone other than EQT, Luxinva S.A. and Bidco for providing
the protections afforded to its clients or for providing advice in connection
with the Acquisition or any matters referred to in this announcement. Neither
BofA Securities, 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 BofA Securities in connection with the Acquisition, this
announcement, any statement contained herein or otherwise.

 

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is
authorised by the PRA and regulated by the PRA and the FCA in the United
Kingdom, is acting exclusively for EQT, Luxinva S.A. and Bidco and for no one
else in connection with the Acquisition. In connection with such matters,
Morgan Stanley, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their client, nor
will they be responsible to any other person for providing the protections
afforded to their clients or for providing advice in connection with the
Acquisition, the contents of this announcement or any other matter referred to
herein.

 

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulation Authority ("PRA") and regulated in the UK by the
Financial Conduct Authority ("FCA") and the PRA, is acting exclusively for the
Company and no one else in connection with the subject matter of this
announcement and shall not be responsible to anyone other than the Company for
providing the protections afforded to clients of Investec, nor for providing
advice in connection with the Possible Offer or any matter referred to herein.
Neither Investec nor any of its affiliates (nor any of its or their respective
directors, officers, employees, representatives or agents) owes or accepts any
duty, liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Investec in connection with the Acquisition,
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, an offer, invitation or the
solicitation of an offer 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 Dechra in any
jurisdiction in contravention of applicable law.

This announcement does not constitute a prospectus or prospectus-equivalent
document.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such 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. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation, the Listing Rules and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.

Notice to U.S. Dechra Shareholders

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under the laws of England and
Wales. 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.
Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the
Acquisition is 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. The
financial information included in this Announcement and the Scheme Document
has been prepared in accordance with generally accepted accounting principles
of the United Kingdom and thus may not be comparable to financial information
of U.S. companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the United States.

If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of Dechra Shares to enforce their rights
and any claim arising out of the U.S. federal laws, since Bidco and Dechra are
located in a non-U.S. jurisdiction, and some or all of their officers and
directors may be residents of a non-U.S. jurisdiction. U.S. holders of Dechra
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, EQT, Luxinva S.A., Bidco or their nominees, or their
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase Dechra Shares outside of the U.S., other than
pursuant to the Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn.  Also, in accordance with Rule
14e-5(b) of the U.S. Exchange Act, BofA Securities and Morgan Stanley will
continue to act as exempt principal traders in Dechra shares on the London
Stock Exchange. 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 will be disclosed as required
in the United Kingdom, will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) .

U.S. Dechra Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. Dechra Shareholders are
urged to consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.

 

 

 

 

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