PVG.L Regulatory News (PVG)

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the EU market abuse regulation (596/2014).

13 August 2020

Premier Veterinary Group plc

("PVG", the "Company" or the "Group")

Proposed Acquisition

Cancellation of Standard Listing and trading on the Main Market

Premier Veterinary Group plc (LSE: PVG), is pleased to announce that it has entered into a Sale and Purchase Agreement recording the terms of the proposed acquisition of The Animal Healthcare Company Ltd ("AHCL"), the pet healthcare plan business of Simplyhealth Group Limited ("Simplyhealth" or the "Simplyhealth Group"), for an estimated value of approximately £6.64 million. This value comprises the estimated equity value of a convertible loan at £5.14 million and a loan of £1.5 million which will be assumed on completion. The convertible loan is a loan of £1,534,694.90 (the "Convertible Loan") which, per the terms of the Convertible Loan Agreement, converts into 15,346,949 new Ordinary Shares which at the Closing Price of 33.5 pence for each Ordinary Share on 12 August 2020 (being the latest date prior to this announcement) would have a value of approximately £5.14 million. The remainder consists of a loan of £1,500,000 (the "Denplan Loan") on the terms of the Denplan Loan Agreement. The Convertible Loan and the Denplan Loan comprises the initial consideration of £3,034,694. This consideration is subject to adjustment and further consideration may become payable in certain circumstances as described in paragraph 4 of the Further Information regarding the Acquisition provided below.

Capitalised terms in this announcement are defined in Appendix 1 to this announcement.

The Acquisition is conditional upon:

· the passing of certain of the Resolutions at the General Meeting, notice of which will be sent to Shareholders in due course;

· the receipt of confirmation from the CMA that it does not propose to examine the Acquisition or, where the CMA does commence a review of the Acquisition, receipt of a decision by the CMA that it does not intend to refer the Acquisition to an in-depth (Phase 2) investigation; and

· the Company cancelling the standard listing of the Ordinary Shares on the Official List and the cancellation of the admission to trading of the Ordinary Shares on the London Stock Exchange's Main Market for listed securities ("Delisting").  

· The Delisting will take place regardless of the completion of the Acquisition and it is anticipated that Delisting will take effect at 8.00 a.m. on 16 September 2020.

Commenting on the proposed Acquisition, Dominic Tonner, CEO, said: "I am delighted to announce PVG has successfully negotiated the conditional acquisition of Simplyhealth's pet healthcare plan business.

"I believe PVG will prove to be a great home for the customers of Simplyhealth to whom we will deliver a first-class customer experience, through our dedicated and passionate team as well as our industry leading technology platform.

"PVG has created a proprietary platform which meets increasingly complex customer demands relating to plan personalisation and flexibility. This transaction will mean that corporate clients, independent veterinarians, as well as pet parents will have access to the very best digital experiences and market leading technology in pet healthcare.

"This acquisition will provide PVG with the critical mass to further strengthen PVG and create additional shareholder value. It will enable our dedicated team of people to develop and grow the business and in so doing facilitate clinics to deliver the very best in preventative pet healthcare, in its broadest sense, across UK, Europe and USA."

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FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements. These relate to the Company's future prospects, developments and strategies. Forward-looking statements are identified by their use of terms and phrases such as "believe", "could", "envisage", "intend", "anticipate", "seek", "target", "may", "plan", "will" or the negative of those, variations of or comparable expressions, including by references to assumptions. The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those statements.

FURTHER INFORMATION REGARDING THE ACQUISITION

1) Introduction

The Company is pleased to announce that it has entered into the Sale and Purchase Agreement recording the terms of the proposed acquisition by the Company of AHCL, the pet healthcare plan business of the Simplyhealth Group. On completion of the Acquisition, the Company will acquire the entire issued share capital of AHCL, a subsidiary of Denplan, which is itself a wholly owned subsidiary of Simplyhealth for an estimated value of approximately £6.64 million. This value comprises the estimated equity value of a convertible loan at £5.14 million and a loan of £1.5 million which will be assumed on completion. The convertible loan is a loan of £1,534,694.90 (the "Convertible Loan") which, per the terms of the Convertible Loan Agreement, converts into 15,346,949 new Ordinary Shares which at the Closing Price of 33.5 pence of each Ordinary Share on 12 August 2020 (being the latest date prior to this announcement) would have a value of approximately £5.14 million. The remainder consists of a loan of £1,500,000 (the "Denplan Loan") on the terms of the Denplan Loan Agreement. The Convertible Loan and the Denplan Loan comprises the initial consideration of £3,034,694.90 subject to adjustment as described in paragraph 4 below. Further consideration may become payable in certain circumstances as described in paragraph 4 below. Further details of the terms of the Convertible Loan Agreement and the Denplan Loan Agreement are set out in paragraphs 5 and 7 respectively below.

Following completion of the Acquisition, Simplyhealth and persons presumed to be acting in concert for the purposes of the City Code (the "Simplyhealth Concert Party"), will hold the Convertible Loan which upon conversion (or if SH Warrants are issued, on the exercise of the SH Warrants) would result in 15,346,949 Ordinary Shares being held by the Simplyhealth Concert Party, representing approximately 49.99 per cent. of the Post Conversion Issued Share Capital. Under Rule 9 of the City Code, the Simplyhealth Concert Party would normally be obliged to make an offer to all Shareholders to acquire their Ordinary Shares for cash upon the issue of the Conversion Shares. A submission has been made to the Panel seeking a waiver of this obligation, subject to the approval of the Shareholders on a poll of the First Whitewash Resolution at the General Meeting.

The Acquisition is conditional upon:

· the passing by Shareholders of the First Whitewash Resolution and certain other resolutions, which it is proposed be put to the General Meeting to be convened in due course;

· the receipt of confirmation from the CMA that it does not propose to examine the Acquisition or, where the CMA does commence a review of the Acquisition, upon receipt of a decision by the CMA that it does not intend to refer the Acquisition to an in-depth (Phase 2) investigation; and

· the Company cancelling the standard listing of the Ordinary Shares on the Official List and the cancellation of the admission to trading of the Ordinary Shares on the London Stock Exchange's Main Market for listed securities. It is anticipated that Delisting will take effect at 8.00 a.m. on 16 September 2020.

A circular setting out further information regarding the Acquisition, the Simplyhealth Group and containing a notice of the General Meeting at which resolutions necessary to implement the Acquisition and certain other matters, will be despatched to Shareholders in due course. The Circular will also contain details of a second waiver of obligations to make a mandatory offer for the Company under Rule 9 of the City Code that is required to allow any exercise by the Existing Concert Party (see paragraph 8 below) of the Existing Warrants, New Warrants and Director Share Options prior to any conversion of the Convertible Loan.

2) Background to and reasons for the Acquisition

The Company obtained its listing on the London Stock Exchange by reversing into Ark Therapeutics plc in February 2015, at which time it had three distinctive businesses operating in the pet care industry: 

· veterinary practices;

· a buying group to consolidate the purchasing power of third party veterinary practices; and

· the provision of third party preventative healthcare plans to third party veterinary practices.

The veterinary practices and the buying group business were disposed of in December 2015 and May 2017 respectively, leaving PVG to focus its resources on the development of its preventative healthcare business branded the 'Premier Pet Care Plan' ("PPCP").

PPCP allows pet owners the opportunity of covering many of the fixed cost, non-insurable items associated with pets including vaccines, parasiticides and long-term therapeutic drugs in return for a single monthly payment.

At the time of its listing, the PPCP business, which was established in 2010, was almost entirely UK focused and the number of pets on PPCP as at 31 March 2015 was 57,000. Since then PVG has significantly and organically developed the PPCP business by: 

· investing in the development of and continuing to improve a multi-currency technology platform enhancing efficiency and flexibility for the benefit of consumers;

· adding additional capabilities to the technology platform including home delivery of parasiticides on behalf of veterinary practices for the benefit of pet owners;

· building knowledgeable sales and training teams to assist veterinary practices with design, point of sale marketing and staff training to ensure veterinary practices maximise the benefits of PPCP; and

· establishing new businesses to provide preventative healthcare plans in the Netherlands, France and the US.

As at 31 March 2020, the number of pets on PPCP was approximately 336,000, including 261,000 in the UK.

The nature and organisation of the pet healthcare sector has continued to undergo significant change in its ownership and structure throughout the areas in which PVG operates. This change has included the significant corporatisation of veterinary clinics, the expansion of services offered by veterinary product distributors and wholesalers, the consolidation of the global pharmaceutical supply chain into larger and animal health specific entities, and new entrants to the pet healthcare industry. These changes as they specifically relate to PVG's PPCP business include:

· corporate veterinary groups are increasingly choosing to self-supply (i.e. in-source) the administration of their pet health plans. Current estimates are that the four largest groups control 30 per cent. of UK practices and this trend is being followed globally;

· distributors and wholesalers of pet pharmaceutical products who supply substantially all UK veterinary clinics are offering preventative healthcare plans;

· new entrants to the market comprising specific providers of preventative healthcare plans, the emergence of new subscription models and expansion by direct debit bureaus which offer preventative healthcare plans to pet clinics; and

· home delivery of parasiticides and other veterinary products by product manufacturers, retailers and by other organisations that circumvent veterinary clinics.

In addition, in the UK changes to the BACS scheme rules as a result of the Payment Services Regulations 2017 have made it easier for end-customers to change their providers of preventative healthcare plans.

The acquisition of the pet healthcare plans business of the Simplyhealth Group will allow the combined entity to compete more effectively in what is already a dynamic and challenging marketplace. The Acquisition will provide PVG with increased revenue and an opportunity to achieve significant cost synergies, thereby establishing a sustainable financial platform for growth. These cost efficiencies (and resulting improvements to operating margins) will help PVG to fund growth in international markets - particularly in the USA which is a market which represents a significant growth opportunity for the combined business. In addition, it will ensure that both veterinary practices and their customers benefit from an enhanced technology platform and a range of different capabilities including home delivery without the disruption inherent in the change to an alternative third party provider of preventative healthcare plans.

3) Information on the business to be acquired

Through its subsidiaries Denplan and AHCL, Simplyhealth provides direct debit collection services to approximately 2,000 corporate and independently owned veterinary clinics assisting them in the delivery of pet healthcare plans to their customers. Prior to completion of the Sale and Purchase Agreement, customer contracts relating to the pet healthcare plan business in Denplan will be transferred to AHCL so that at the point of acquisition all of Simplyhealth Group's pet healthcare business will be contained within AHCL.

For the year ended 31 December 2019, the Denplan pet healthcare capitation business generated £2.2 million revenue and a loss of £0.8 million, with net liabilities of £0.1 million (excluding surplus cash) and AHCL reported turnover of £4.1 million, profit of £2.2 million and net assets of £0.1 million (excluding surplus cash). Additional costs incurred by the Simplyhealth Group would be attributable to the pet healthcare business if it were to operate on a stand-alone basis.

As at 30 June 2020, the number of pets which Simplyhealth Group had on pet healthcare plans was approximately 1.5 million of which its top four customers amounted to 40 per cent. of the generated revenue.

The technology platform operated by Simplyhealth Group for its pet healthcare business is not owned by AHCL and will not form part of the Acquisition but will be made available to AHCL under the Transitional Services Agreement for a period of six months following completion of the Acquisition during which time pet healthcare plans administered by AHCL will be migrated onto PVG's proprietary systems. Further details of the Transitional Services Agreement are set out in paragraph 4 below.

4) Details of the Acquisition

The Acquisition is to be effected under the terms of a sale and purchase agreement, dated 11 August 2020 and entered into between the Company, Simplyhealth and Denplan ("Sale and Purchase Agreement").

Under the terms of the Sale and Purchase Agreement, Denplan has agreed to sell, and the Company has agreed to purchase, the entire issued share capital of AHCL, subject to a number of conditions. Those conditions include the passing by Shareholders of certain resolutions, which will be proposed at the General Meeting and also upon the receipt of confirmation from the CMA that it does not propose to examine the Acquisition or, where the CMA does commence a review of the Acquisition, receipt of a decision by the CMA that it does not intend to refer the Acquisition to an in-depth (Phase 2) investigation.

The Acquisition is also conditional upon the Delisting and it is anticipated that Delisting will take effect at 8.00 a.m. on 16 September 2020.

The initial consideration for the Acquisition shall be £3,034,694.90 (subject to adjustment as set out below) and the consideration shall be in the form of cash consideration left outstanding:

· as to £1,534,694.90 in the form of the Convertible Loan on the terms of the Convertible Loan Agreement, which if converted would result in the issue to Simplyhealth of 15,346,949 new Ordinary Shares of 10 pence each in the capital of the Company, representing 49.99 per cent. of the Post Conversion Issued Share Capital; and

· as to £1,500,000 in the form of the Denplan Loan on the terms of the Denplan Loan Agreement.

If the principal amount of the Convertible Loan is repaid early the rights of conversion will lapse and Simplyhealth will be issued with the SH Warrants which, if exercised, would result in the issue to Simplyhealth of 15,346,949 new Ordinary Shares at a subscription price of 10 pence each in the capital of the Company.

Further details of the terms of the Convertible Loan Agreement and the rights attaching to the Ordinary Shares which would be issued on conversion of the Convertible Loan are set out in paragraphs 5 and 6 below. Further details of the Denplan Loan Agreement are set out in paragraph 7 below.

The consideration for the Acquisition is subject to adjustment after completion of the Acquisition on the basis of the levels of debt and working capital of the PVG Group and AHCL at the date of completion of the Acquisition. The amount of debt and working capital of the PVG Group and AHCL will be established by reference to completion accounts for each as at the date of completion, such accounts to be prepared and agreed or determined after completion of the Acquisition. Any such adjustment shall be made by increasing or reducing the principal amount of the Denplan Loan.

Further consideration is payable for the Acquisition in the event that:

· AHCL or a substantial part of AHCL is sold by PVG; or

· AHCL is wound up

within 18 months of completion of the Acquisition for an amount which greater than the initial consideration paid by the Company for AHCL. The further consideration shall be an amount equal to such excess. The amount of further consideration shall be added to the amount of the Convertible Loan. However, the number of Ordinary Shares issued pursuant to the Convertible Loan will not be increased as a result of any further consideration and therefore such amount would be repayable to Simplyhealth in cash.

On completion of the Acquisition, the following further documents will be entered into:

· The Company and Denplan will enter into the Transitional Services Agreement pursuant to which Denplan will provide certain services to the Company in relation to the business of AHCL for a transitional period of up to six months. The Company will pay Denplan a monthly fee of approximately £401,704 to cover the costs of the services and a management fee of £1,000,000 payable in monthly instalments over a period of 12 months which will commence on the earlier of the date which is six months from completion of the Acquisition or when the services under the Transitional Services Agreement are substantially completed.

· The Company and Denplan will enter into the Convertible Loan Agreement. Further details of the Convertible Loan are set out in paragraph 5 below.

· The Company and Denplan will enter into the Denplan Loan Agreement. Further details of the Denplan Loan are set out in paragraph 7 below.

· The Company, PVA and BFSL will enter into the Termination Agreement to terminate the Licence and in accordance with the Termination Agreement the Company will issue the New Warrants to BFSL. Further details of the New Warrants are set out in paragraph 8 below.

5) Convertible Loan

On completion of the Acquisition the Company and Denplan will enter into the Convertible Loan Agreement to record the terms of the Convertible Loan. The principal amount of the Convertible Loan will be £1,534,694.90.

The Convertible Loan Agreement will carry the right for Denplan to convert the principal amount into 15,346,949 Ordinary Shares at a conversion price of 10 pence per share (£1,534,694.90 in aggregate, being an amount equal to the principal amount of the Convertible Loan on completion of the Acquisition). The right to convert shall be capable of being exercised on a sale of PVG, a listing of PVG, a sale of all or a material part of its business and assets or on the fifth anniversary of completion of the Acquisition.

If not converted, the principal amount of the Convertible Loan will be repayable on the fifth anniversary of completion of the Acquisition.

If the principal amount of the Convertible Loan is repaid early by the Company then the rights of conversion will lapse, but the Company is obliged under the terms of the Convertible Loan Agreement to issue the SH Warrants. The SH Warrants are over 15,346,949 Ordinary Shares at a subscription price of 10 pence per share. The SH Warrants can be exercised on a sale of PVG, a listing of PVG, a sale of all or a material part of its business and assets or on the fifth anniversary of completion of the Acquisition.

The principal amount of the Loan carries interest at the rate of 1 per cent. per annum which shall be compounded with and form part of the principal amount of the Convertible Loan each quarter.

The Convertible Loan is unsecured and, pursuant to the Subordination Deed, is subordinated to amounts owed by the Company to BFSL.

6) Rights attaching to the Conversion Shares

The Conversion Shares, if and when issued, shall have the same economic rights, participating fully in all distributions including capital distributions, as, and rank pari passu with, the Existing Ordinary Shares.

7) Denplan Loan

On completion of the Acquisition, the Company and Denplan will enter into the Denplan Loan Agreement to record the terms of the Denplan Loan. The principal amount of the Denplan Loan will be £1,500,000, being the balance of the initial consideration payable by the Company under the terms of the Sale and Purchase Agreement. The principal amount is subject to adjustment in accordance with the terms of the Sale and Purchase Agreement, further details of which are set out in paragraph 4 above.

The principal amount of the loan is repayable 364 days after the completion of the Acquisition. The loan carries interest at the rate of 5 per cent. per annum or, if higher, 4.5 per cent. plus LIBOR which accrues daily and will form part of the final repayment amount unless paid earlier by request of the Company.

The Denplan Loan is unsecured and, pursuant to the Subordination Deed, is subordinated to amounts owed by the Company to BFSL.

8) The Existing Warrants, the New Warrants and the Director Share Options

The Existing Warrants were issued to BFSL (a company whose sole shareholder and director is Rajan Uppal, a director of the Company) and Crossroads (a company wholly owned by Dominic Tonner, the Company's Chief Executive Officer, and his wife) in conjunction with the provision by BFSL to the Company on 29 January 2019 of a term loan of £3.85 million (the "Initial BFSL Loan"). The Initial BFSL Loan carries a coupon of 12 per cent. per annum and has a maturity date of 31 July 2021, with all accrued and to be accrued interest deferred and rolled up to the date of maturity. The exercise price of the Existing Warrants is 10 pence per warrant (or £76,734.70 in aggregate).

Neither BFSL nor Crossroads intends to exercise the Existing Warrants prior to completion of the Acquisition.

On 25 January 2019 the Company, PVA and BFSL entered into the Licence pursuant to which the Company and PVA granted BFSL a licence to use certain of its intellectual property rights. The parties to the Licence have agreed to terminate the Licence subject to completion of the Acquisition on the terms of the Termination Agreement. In consideration of BFSL agreeing to the termination of the Licence, the Company has agreed on completion of the Acquisition to issue to BSFL the New Warrants which are over 383,673 new Ordinary Shares. The exercise price of the New Warrants is 10 pence per warrant (or £38,367.30 in aggregate).

BFSL has confirmed that it is not intending to exercise the New Warrants prior to completion of the Acquisition.

The Director Share Options were granted to Dominic Tonner pursuant to the terms of the Company's Enterprise Management Incentive Share Option Plan. The exercise price of the Director Share Options is 10.1 pence per share.

Dominic Tonner has confirmed that he is not intending to exercise the Director Share Options prior to completion of the Acquisition.

As disclosed at the time of the reverse acquisition of Ark Therapeutics Group plc by Premier Veterinary Group Limited, which completed in February 2015, Rajan Uppal, Dominic Tonner and BFSL were and still are deemed to be acting in concert for the purposes of the City Code . Since that date certain of the Existing Warrants have been issued to Crossroads. In addition, Tracey Uppal, Rajan Uppal's wife, is now a Shareholder and, therefore, Crossroads and Tracey Uppal are also deemed to be acting in concert for the purposes of the City Code with Rajan Uppal, Dominic Tonner and BFSL and are now part of the Existing Concert Party. As such, in the absence of a dispensation from the Panel, any exercise of the Existing Warrants or New Warrants would give rise to an obligation on the part of the Existing Concert Party to make a mandatory offer for the Company pursuant to Rule 9 of the City Code, albeit that there would be no requirement for any such offer to be in excess of 10 pence per Ordinary Share (being the exercise price of the warrants). In addition, in the absence of a dispensation from the Panel, any exercise of the Director Share Options would give rise to an obligation on the part of the Existing Concert Party to make a mandatory offer for the Company pursuant to Rule 9 of the City Code, albeit that there would be no requirement for any such offer to be in excess of 10.1 pence per Ordinary Share (being the exercise price of the Director Share Options).

The interests of each member of the Existing Concert Party at the date of this announcement and immediately following the exercise of the Existing Warrants, the New Warrants and Director Share Options (assuming that Simplyhealth has not converted the Convertible Loan and no Conversion Shares have been issued and no Existing Employee Share Options have been exercised) are as follows:

As can be seen from the tables above, the net effect of exercise of the Existing Warrants, the New Warrants and the Director Share Options at any time prior to the conversion of the Convertible Loan and issue of the Conversion Shares, and the exercise of any Existing Employee Share Options, is to increase the aggregate holding of the Existing Concert Party from 47.05 per cent. of the existing issued share capital to 51.56 per cent. of the Post Exercise Issued Share Capital. Under Rule 9 of the City Code, the Existing Concert Party would normally be obliged to make an offer to all Shareholders to acquire their Ordinary Shares for cash upon the exercise of the Existing Warrants, the New Warrants or the Director Share Options. A submission has been made to the Panel seeking a waiver of this obligation, subject to the approval of the Shareholders on a poll of the Second Whitewash Resolution at the General Meeting.

9) Diluted Share Capital following completion of the Acquisition

The holdings of Simplyhealth and each member of the Existing Concert Party at the date of this announcement and in the Diluted Share Capital are as follows:

10) The Delisting

It is a condition of the Acquisition that the Company implements the Delisting.

Pursuant to Listing Rule 5.2.8, the Company is required to give at least 20 business days' notice of its intention to request that the Financial Conduct Authority cancel the standard listing of its Ordinary Shares on the Official List and to request the London Stock Exchange to cancel the admission to trading of the Ordinary Shares on the Main Market. It is expected that the last day of dealings in the Ordinary Shares on the Main Market will be 15 September 2020. Cancellation of the listing of the Ordinary Shares on the Official List is expected to take effect at 8.00 a.m. on 16 September 2020.

The Delisting is not conditional on the Acquisition completing. The Directors believe that if the Acquisition does not proceed PVG will be better placed to achieve profitability and carry out other corporate transactions as a non-listed entity.

For the reasons set out above, the Directors believe the Delisting is in the best interests of the Company and its Shareholders.

Following Delisting, there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares. While the Ordinary Shares will remain freely transferable, there will be no trading facility in place post Delisting and the Ordinary Shares will be more difficult to sell. It may also be more difficult for Shareholders to determine the market value of their investment in the Company at any given time.

The Company will consider implementing an off-market trading facility post the Acquisition or a relisting of shares on an appropriate index in the future.

Shareholders should seek their own independent advice when assessing the likely impact of the Delisting on them and their shareholding in the Company.

11) Irrevocable Undertakings

Rajan Uppal and Dominic Tonner, being the Directors who are interested in Ordinary Shares, have given irrevocable undertakings to vote in favour of (or recommend to the registered holder that they vote in favour of) the Resolutions (save in respect of the Second Whitewash Resolution) to be proposed at the General Meeting, in respect of their own beneficial holdings of (and in the case of Rajan Uppal, the beneficial holdings of his wife which he is able to procure the voting of) 7,220,808 Ordinary Shares representing, in aggregate, approximately 47.05 per cent. of the Company's ordinary share capital on 12 August 2020 (being the latest practicable date prior to the publication of this announcement).

12) Recommendation

The Directors consider that the Acquisition is in the best interests of the Company and its Shareholders as a whole. The Directors intend to recommend in the Circular that all Shareholders vote in favour of the Resolutions to be proposed at the General Meeting necessary to implement the Acquisition. In addition, the Independent Directors intend to recommend in the Circular that Shareholders vote in favour of the Second Whitewash Resolution to be proposed at the General Meeting necessary to implement the Second Waiver.

APPENDIX 1

In this announcement, the following words and expressions shall, except where the context requires otherwise, have the following meanings: