Last checked at 23 Jun 2017 15:11
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
For immediate release
23 June 2017
Animalcare Group Plc
("Animalcare", the "Company" or, together with its Subsidiaries, the "Group")
Results of Placing to part-finance the £134.6 million Acquisition of Ecuphar
Directors' dealings & Related Party Transaction
Animalcare Group plc (AIM: ANCR) is pleased to announce the successful completion of the Placing announced earlier today (the "Placing Launch Announcement").
A total of 9,340,168 Placing Shares have been conditionally placed by Panmure Gordon and Degroof Petercam at a price of 350 pence per Placing Share (the "Placing Price") for a total of approximately £32.7 million, consisting of 8,571,428 New Placing Shares placed by the Company and 768,740 Sale Shares sold by the Selling Shareholders.
The New Placing Shares represent approximately 14.3 per cent. of the Enlarged Issued Share Capital of the Company, raising gross proceeds of approximately £30.0 million for the Company. The Placing Price represents a discount of 10.8 per cent. to the middle market closing price of an Ordinary Share on 22 June 2017, being the last practicable date prior to the publication of this announcement.
The net proceeds of the Placing receivable by the Company will be solely used to part finance the Acquisition of the Ecuphar Group announced earlier today.
The final consideration payable to the Vendors amounts to, in aggregate, £134.6 million at the Placing Price, consisting of the issue of 28,751,466 Consideration Shares and a payment of £34.0 million (before commission) in cash to the vendors of Ecuphar.
On completion of the Acquisition, the Consideration Shares will comprise approximately 48.0 per cent. of the Enlarged Issued Share Capital of the Company, of which 23.1 per cent. will be held by Ecuphar Invest NV, an entity controlled by Chris Cardon, and 23.1 per cent. will be held by Alychlo NV, an entity wholly owned by Marc Coucke, further details of which are provided below, with the remaining 1.7 per cent. being held by the 25 minority shareholders who comprise the other Vendors.
Completion of the Placing and the Acquisition remains subject, inter alia, upon the Share Purchase Agreement not having been terminated and having become unconditional, the Placing and Admission Agreement having become unconditional and not having been terminated, and upon approval of Resolutions 1-6 by Shareholders at the General Meeting.
The New Placing Shares will be issued credited as fully paid and will, on issue, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid on the Enlarged Share Capital.
Rothschild is acting as Financial Adviser to the Company, Panmure Gordon is acting as Nominated Adviser, Lead Bookrunner and Broker to the Company in connection with the Placing and Admission, and Degroof Petercam is acting as Joint Bookrunner to the Company in connection with the Placing of the New Placing Shares.
PDMRs' dealings
Edwin Torr, a Proposed Director and former executive director of Dechra, and Jan Boone, a Proposed Director and current CEO of Lotus Bakeries, have agreed to purchase 85,455 and 50,171 Placing Shares respectively in the Placing to show their support for the Acquisition and Enlarged Group.
The two holders of awards under the Existing LTIP, Iain Menneer and Chris Brewster (respectively the Company's Chief Executive Officer and Chief Financial Officer), have been offered by the Company the right to exchange their shares in Animalcare Limited for Ordinary Shares before completion of the Acquisition, and have each taken up that right. As a consequence, 1,278,896 new Ordinary Shares will be issued in aggregate to Mr Menneer and Mr Brewster prior to Admission under the Existing LTIP and Executive Share Option Scheme, and a proportion of such new Ordinary Shares (comprising 469,000 Ordinary Shares (which are included in the Option Shares for the purposes of the Placing) in aggregate) are intended to be sold as part of the Placing pursuant to the terms of the Selling Shareholders' Agreement.
In accordance with the Existing LTIP, the number of new Ordinary Shares to be issued pursuant to the exercise of these rights was determined using the lower of the closing middle market price for an Ordinary Share on 22 June 2017, being the dealing day before the date the offer to exchange was made and the average of the closing middle market prices for an Ordinary Share over the dealing days in the thirty day period before that date.
In addition, Lord Nick Downshire, an Existing Director, has agreed to sell Existing Ordinary Shares pursuant to the terms of the Selling Shareholders' Agreement. Certain other members of the Company's senior management have exercised options pursuant to the Executive Share Option Scheme. As a result, a further 90,000 new Ordinary Shares will be issued in aggregate (which are included in the Option Shares for the purposes of the Placing), of which 49,740 Ordinary Shares are intended to be sold as part of the Placing pursuant to the terms of the Selling Shareholders' Agreement.
The resulting beneficial interests of the certain Directors and the Proposed Directors participating in the Placing are given below:
Director | Number of Ordinary Shares currently beneficially interested in | Percentage of Existing Issued Share Capital | Number of Placing Shares subscribed for | Number of Considerat-ion Shares received | Number of Option Shares received | Number of Sale Shares sold | Resulting number of Ordinary Shares beneficially interested in on Admission | Percentage of Enlarged Issued Share Capital |
Lord Nick Downshire | 1,420,029 | 6.69 | - | - | - | 250,000 | 1,170,029 | 1.95 |
Iain Menneer | 44,501 | 0.21 | - | - | 862,431 | 305,000 | 601,932 | 1.00 |
Chris Brewster | 28,048 | 0.13 | - | - | 416,465 | 164,000 | 280,513 | 0.47 |
Jan Boone* | - | - | 50,171 | - | - | - | 50,171 | 0.08 |
Chris Cardon*^ | - | - | - | 13,857,213 | - | - | 13,857,213 | 23.13 |
Marc Coucke*^^ | - | - | - | 13,857,213 | - | - | 13,857,213 | 23.13 |
Edwin Torr* | 22,000 | 0.10 | 85,455 | - | - | - | 107,455 | 0.18 |
* Proposed Directors
^ Chris Cardon's interest in these Ordinary Shares is through Ecuphar Invest NV, an entity controlled by Chris Cardon; this number does not include the 84 Ordinary Shares Jaak Cardon will be interested in
^^ Marc Coucke's interest in these Ordinary Shares is through Alychlo NV, an entity wholly-owned by Marc Coucke
Related Party Transaction
Where a company enters into a related party transaction, under the AIM Rules for Companies, the independent directors of the company are required, after consulting with the company's nominated adviser, to state whether, in their opinion, the transaction is fair and reasonable in so far as its shareholders are concerned.
As at the date of this announcement, so far as the Company has been notified, Liontrust Asset Management ("Liontrust") has an interest in 2,760,763 Ordinary Shares, representing 13.0 per cent. of the issued share capital of the Company. Liontrust has subscribed £5.1 million for 1,467,514 Placing Shares in the Placing. The issue of Ordinary Shares to Liontrust constitutes a related party transaction under Rule 13 of the AIM Rules for Companies.
The Directors, having consulted with Panmure Gordon, the Company's nominated adviser, consider that the terms of Liontrust's participation in the Placing are fair and reasonable insofar as Shareholders are concerned.
Placing Statistics
Number of Existing Ordinary Shares | 21,222,110
|
Number of Consideration Shares proposed to be issued to the Vendors | 28,751,466
|
Number of Consideration Shares as a percentage of Enlarged Issued Share Capital | 48.0 per cent.
|
Number of New Placing Shares | 8,571,428
|
Number of New Placing Shares as a percentage of Enlarged Issued Share Capital | 14.3 per cent.
|
Number of Option Shares | 1,368,896
|
Number of Option Shares as a percentage of Enlarged Issued Share Capital | 2.3 per cent.
|
Number of Sale Shares (including Option Shares) proposed to be sold by the Selling Shareholders pursuant to the Placing | 768,740
|
Number of Sale Shares (including Option Shares) as a percentage of Enlarged Issued Share Capital | 1.3 per cent.
|
Enlarged Issued Share Capital | 59,913,900
|
Placing Price per Ordinary Share | 350 pence
|
Estimated net proceeds of the Placing receivable by the Company | £29.1 million
|
Estimated net proceeds of the Placing receivable by the Selling Shareholders (excl. VAT) | £2.6 million
|
Market capitalisation of the Company at the Placing Price at Admission | £209.7 million
|
Admission
An application will be made to the London Stock Exchange for the Enlarged Issued Share Capital of 59,913,900 Ordinary Shares, comprising the 21,222,110 Existing Ordinary Shares, the 8,571,428 New Placing Shares, the 1,368,896 Option Shares and the 28,751,466 Consideration Shares, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Issued Share Capital will commence at 8.00 a.m. on 13 July 2017.
Trading in the Existing Ordinary Shares remains suspended pending publication of the Admission Document, expected later today. The Admission Document will be made available on the Company's website at www.animalcaregroup.co.uk and will be posted to Shareholders. The Company will provide a further update in due course.
On Admission, the Company will have a market capitalisation of approximately £209.7 million at the Placing Price. The ISIN number of the Ordinary Shares is, and from Admission, will continue to be GB0032350695 and the Company's TIDM is "ANCR".
Capitalised terms in this announcement have the same meanings as defined in the Placing Launch Announcement, unless otherwise stated.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014
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
IMPORTANT NOTICES
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction.
In particular, this announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change.Panmure Gordon (UK) Limited ("Panmure Gordon") is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Panmure Gordon is acting as nominated adviser, Lead Bookrunner and broker exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by FSMA or the regulatory regime established thereunder, Panmure Gordon accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Panmure Gordon accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
Degroof Petercam is acting as Joint Bookrunner exclusively for the Company in the framework of the Placing of the New Placing Shares and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company. Degroof Petercam accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Degroof Petercam accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
The Joint Bookrunners are acting only for the Company in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as their client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of the Joint Bookrunners or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit.
In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares in the Company ("Ordinary Shares") and, in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by a Joint Bookrunner and any of its respective affiliates acting as investors for their own accounts. In addition, a Joint Bookrunner or its respective affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. The Joint Bookrunners have no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for Animalcare Group plc and no one else in relation to the Acquisition and Placing and will not be responsible to anyone other than Animalcare Group plc for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Acquisition, Placing and the contents of this announcement. The information provided in this announcement is entirely based on information provided by Animalcare Group plc and has not been independently verified by Rothschild. Accordingly, Rothschild does not accept any responsibility or liability whatsoever, and makes no representations or warranty, express or implied, for the contents of this announcement. Rothschild disclaims, to the fullest extent permitted by law all and any responsibility and liability howsoever arising which it might otherwise have in respect of this announcement.
FORWARD-LOOKING STATEMENTS
This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. No undue reliance should be placed upon forward-looking statements. These forward looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by applicable law or the AIM Rules for Companies.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCAs") with them.
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Names | Iain Menneer, Christopher Brewster |
2 | Reason for the notification | |
a) | Position/status
| Iain Menneer - Chief Executive Officer and PDMR Christopher Brewster - Chief Financial Officer and PDMR |
b) | Initial notification /Amendment | Initial Notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Animalcare Group PLC |
b) | LEI | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 20 pence each |
b) | Identification code | GB0032350695 |
c) | Nature of the transactions |
Iain Menneer and Christopher Brewster have received new Ordinary Shares in exchange for options which vested |
d)
| Price(s) and volume(s) | Iain Menneer - 862,431 Ordinary Shares Christopher Brewster - 416,465 Ordinary Shares Nil consideration per Ordinary Share |
d)
| Aggregated information - Aggregated volume - Price | N/a
|
e)
| Date of the transactions | 23 June 2017 |
f) | Place of the transaction | Exercise of option: Outside a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Names | Lord Nick Downshire, Iain Menneer, Christopher Brewster |
2 | Reason for the notification | |
a) | Position/status
| Lord Nick Downshire - Non-Executive Director and PDMR Iain Menneer - Chief Executive Officer and PDMR Christopher Brewster - Chief Financial Officer and PDMR |
b) | Initial notification /Amendment | Initial Notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Animalcare Group PLC |
b) | LEI | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 20 pence each |
b) | Identification code | GB0032350695 |
c) | Nature of the transactions |
Lord Nick Downshire, Iain Menneer and Christopher Brewster have sold Ordinary Shares in the Placing. |
d)
| Price(s) and volume(s) | Lord Nick Downshire - 250,000 Ordinary Shares Iain Menneer - 305,000 Ordinary Shares Christopher Brewster - 164,000 Ordinary Shares Price: 350 pence per Ordinary Share |
d)
| Aggregated information - Aggregated volume - Price | Lord Nick Downshire - £875,000 Iain Menneer - £1,067,500 Christopher Brewster - £574,000 |
e)
| Date of the transactions | 23 June 2017 |
f) | Place of the transaction | Placing participation: London Stock Exchange, AIM Market (XLON) |
Name of authorised official of issuer responsible for making notification:
Christopher Brewster
Company Secretary to Animalcare Group PLC