Last checked at 12 Jul 2017 10:40
Animalcare Group plc
("Animalcare" or the "Company")
Result of General Meeting, Issue of Equity, Directorate Change
and Change of Accounting Reference Date
Animalcare Group plc (AIM: ANCR) is pleased to announce that at its General Meeting today, held in connection with the Placing, the waiver of Rule 9 of the Takeover Code and the acquisition of Ecuphar NV (the "Proposals"), as announced on 23 June 2017, all Resolutions were duly passed. Accordingly, the Acquisition and Placing are expected to complete tomorrow, 13 July 2017.
In aggregate, 38,691,790 New Ordinary Shares have been allotted and issued pursuant to the Proposals, comprising 8,571,428 New Placing Shares, 1,368,896 Option Shares and 28,751,466 Consideration Shares. The New Ordinary Shares have been credited as fully paid, and will be identical to and rank pari passu in all respects with the Existing Ordinary Shares.
Trading on AIM of the Existing Ordinary Shares of the Company will be cancelled at 7.00 a.m. on 13 July 2017. Application has been made to the London Stock Exchange for the Enlarged Share Capital in the Company to be admitted to trading on AIM ("Admission"), and it is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence at 8.00 a.m. on 13 July 2017. The ISIN number of the Ordinary Shares will continue to be GB0032350695. The TIDM will continue to be ANCR.
The number of Ordinary Shares in issue and the total voting rights in the Enlarged Group following Admission will be 59,913,900. The Enlarged Group will not hold any Ordinary Shares in treasury. Shareholders may use this figure of 59,913,900 as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Rules and Transparency Rules.
Further to the announcement made on 23 June 2017, the Company can further update that the following changes to the board changes will take effect conditional on and from Admission:
• Jan Boone (Non-executive Chairman), Chris Cardon, (Chief Executive Officer), Walter Beyers (Chief Financial Officer), Edwin Torr (senior independent Non-executive Director) and Marc Coucke (Non-executive Director) have been appointed as Directors;
• Iain Menneer will remain a Director and his role within the Group will change to Chief Operating Officer;
• James Lambert will step down as Chairman but will remain on the Board as a Non-executive Director;
• Lord Nick Downshire will remain on the Board as a Non-executive Director;
• Chris Brewster will resign as a Director but will remain a critical and committed member of the senior management team as Country Manager of the Enlarged Group's UK business; and
• Raymond Harding will resign as a Director.
The Company confirms that, also further to the announcement made on 23 June 2017, its accounting reference date will change to 31 December conditional on and with effect from Admission. In addition, the resolution to approve the waiver of obligations on the Concert Party under Rule 9 of the Takeover Code in connection with the Acquisition was approved on a poll of the Independent Shareholders. Following Admission, the members of the Concert Party will have the following interests in Ordinary Shares:
Number of Ordinary Shares | Percentage of Enlarged Share Capital | |
Ecuphar Invest NV | 13,857,213 | 23.1% |
Alychlo NV | 13,857,213 | 23.1% |
Jaak Cardon | 84 | 0.0%*
|
Total | 27,714,510 | 46.3% |
*negligible |
Terms used in this announcement shall, unless otherwise specified, have the meanings given to them in the Company's admission document dated 24 June 2017, a copy of which is available to view at www.animalcaregroup.co.uk/investors/constitutional-documents/aim-admission-document.
Enquiries:
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About Animalcare
Animalcare is a leading veterinary sales and marketing company based in York with 67 employees including a sales team of 22 selling to veterinary practices around the United Kingdom.
Animalcare has developed a range of generic veterinary medicines and animal identification products primarily to companion animal veterinary markets.
Animalcare operates in three product areas:
· Licensed Veterinary Medicines
· Animal Welfare Products
· Companion Animal Identification
For more information see: www.animalcaregroup.co.uk