PVG.L Regulatory News (PVG)

PREMIER VETERINARY GROUP PLC

Preliminary Announcement - Final Results for the year ended 31 December 2014

and

Notice of Annual General Meeting

London, UK, 29 April 2015 - Premier Veterinary Group plc (LSE: PVG) ("PVG" or the "Company") today announces its audited results for the year ended 31 December 2014.

HIGHLIGHTS

· In March 2014: the Company announced it had signed Heads of Terms in connection with the possible acquisition of a revenue-generating UK-based private company in the healthcare support services sector.

· In November 2014: the Company announced it had agreed in principle (subject to contract) terms with the majority shareholders of Premier Veterinary Group Limited (now known as PVG 2007 Limited) ("PVGL") to acquire the entire issued share capital of PVGL (the "Acquisition").  PVGL comprises two distinct but complementary businesses; the operation of veterinary practices and the provision of products and services to third party practices via its wholly-owned subsidiary Premier Vet Alliance Limited.

· In December 2014: the shareholders of Ark Therapeutics Group plc agreed in a General Meeting to all resolutions proposed in relation to the Acquisition including the transfer of listing category on the Official List from premium (commercial company) to standard.

· The Company had cash and short-term deposits of £0.4m at 31 December 2014 (2013: £0.8m).

· The loss for the year was £0.7m compared to a profit in 2013 of £1.1m.

Total net assets decreased to £0.2m as at 31 December 2014 (2013: £0.9m).

Post period events

· In January 2015: completion of the transfer of the listing category on the Official List from the premium segment to the standard segment.

· In February 2015:

· Ark Therapeutics Group plc acquired PVGL by way of a reverse acquisition.

· Admission to the standard listing segment of the Official List of the UK Listing Authority and admission to trading on London Stock Exchange plc's main market for listed securities.

· Dominic Tonner, Daniel Smith and Raj Uppal appointed as Chief Executive Officer, Chief Financial Officer and Corporate Development Director, respectively.

· In March 2015:

· Change of name to Premier Veterinary Group plc.

· Graham Dick BVSc MRCVS appointed as Non-Executive Director.

A full copy of the Company's Annual Report and Accounts for the year ended 31 December 2014 (incorporating the Notice of Annual General Meeting) is available on its website at www.arktherapeutics.com within the Investor Relations section. In accordance with Listing Rule 9.6.1, the Annual Report and Accounts has also been uploaded to National Storage Mechanism, and will shortly be available for viewing.

Disclosure & Transparency Rule ("DTR") 6.3.5 requires the Company to disclose to the media certain information from its Annual Report, if that information is of a type that would be required to be disseminated in a half-yearly report. Accordingly, this announcement should be read in conjunction with and is not a substitute for reading the full Annual Report and Accounts. Together these constitute the information required by DTR 6.3.5, which is required to be communicated in unedited full text through a Regulatory Information Service.

The information included in this announcement is extracted from the 2014 Annual Report which was approved by the Directors on 29 April 2015. Defined terms used in the announcement refer to terms as defined in the 2014 Annual Report unless the context otherwise requires.

ANNUAL GENERAL MEETING

PVG also today gives notice that its Annual General Meeting will be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA at 11.30 am on 26 June 2015.

The Annual Report and Accounts and Notice of Annual General Meeting will be posted to shareholders in May.

For further information please contact:

This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, and any statements preceded by, followed by or that include forward-looking terminology such as the words "targets", "believes", "estimates", "expects", "aims", "intends", "will", "can", "may", "anticipates", "would", "should", "could" or similar expressions or the negative 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. 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 in this announcement 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. As a result of these factors, readers are cautioned not to rely on any forward-looking statement.

CHAIRMAN'S STATEMENT

Dear Shareholder

2014 was a year of change in which, following the events of 2013, it became clear that Ark Therapeutics Group plc would need to 'morph' into a new business with all options of remaining a viable biotech company having been exhaustively examined. During 2013 and the early part of 2014 your Board considered a number of options available, including voluntary administration. However, it was agreed that the best option for creating future shareholder value would be to find a suitable 'reverse' takeover target thereby providing shareholders with the possibility of recouping some long term value, albeit as minority shareholders.

In March 2014 we were pleased to announce that the Company had signed heads of terms in connection withthe possible acquisition of a revenue-generating UK-based private company in the healthcare support services sector and that the transaction would constitute a 'reverse takeover' for the purposes of the Listing Rules. At the same time, in response to a request by the Company, the UK Listing Authority suspended the listing of the Company's premium listed shares on the Main Market of the London Stock Exchange, pending publication of the required shareholder documents. During the next few months the Company was obliged to hold extensive discussions with its financial and legal advisers and the UK Listing Authority in order to identify a way in which this complex transaction could be completed to the benefit of the majority shareholders of both parties.

Finally, in November 2014 we announced that the Company had agreed in principle (subject to contract) terms with the majority shareholders of Premier Veterinary Group Limited (now known as PVG 2007 Limited) ("PVGL") to acquire the entire issued share capital of PVGL (the "Acquisition"). In order to facilitate the Acquisition, the Company proposed to transfer its listing category on the Official List from premium to standard, as more fully explained in the Circular posted to shareholders on 21 November 2014 (the "Circular"). At the general meeting in December 2014 shareholders approved the transfer and the change took place post period on 15 January 2015. The move to a standard listing will enable the Company to implement other transactions, which might be in the interests of the Company, such as acquisitions or disposals, in a shorter timescale and at a lower expense. A standard listing requires a company to comply with a minimum level of regulatory requirements, but does not require compliance with the super-equivalent provisions of the Listing Rules, which apply only to companies with a premium listing. Despite this reduction in governance requirements, the Board has instituted corporate governance arrangements, which it considers are appropriate and reasonable for a company of its size and nature.

As part of the Acquisition arrangements, a number of investors, including myself, had conditionally agreed to subscribe for shares for an aggregate value of £1.2m at an issue price per share of 10.1 pence against a then nominal value per share of 10 pence (the "Subscription"). On 11 December 2014, in order to facilitate this, the Company's share capital was reorganised by a special resolution to create Ordinary Shares with a nominal value of 10 pence each and a Deferred Share with a nominal value of 90 pence.

Post-period, at the end of January 2015 the Company announced that it had entered into a share sale and purchase agreement with Raj Uppal, Dominic Tonner and Berkeley Burke Trustee Company Limited (the trustee of Mr Tonner's pension scheme) to acquire 75.8% of the issued share capital of PVGL. The sellers invoked the drag-along provisions contained in PVGL's articles of association to enable the Company to acquire the entire issued share capital of PVGL. The aggregate consideration payable to all PVGL shareholders was £3,731.18 in cash.

On 5 February 2015 the Company announced that the Acquisition had completed. However, the Company's shares remained suspended pending publication of a prospectus seeking re-admission of the Company's shares on the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange (the "Prospectus"). The Prospectus was published on 26 February 2015 and the re-admission of the Company's entire issued Ordinary Share capital to the standard listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of London Stock Exchange plc became effective on 27 February 2015 ("Admission"). Simultaneous with Admission, the Subscription also took place and the monies will primarily be used as working capital in the Enlarged Group's business (the "Enlarged Group" being the Company and its group companies following completion of the Acquisition). As a result of this investment, the Company's existing shareholders owned 15% of the Ordinary Shares at Admission.

Further to the approval of shareholders at the general meeting in December 2014, with effect from 5 March 2015 Ark Therapeutics Group plc changed its name to Premier Veterinary Group plc to reflect the Company's new business model and strategy.

Board and Management

During the reporting period Charles Spicer resigned as a Non-Executive Director on 30 June 2014 and our Company Secretary, Sue Steven, was appointed as a Non-Executive Director on the same date. The Company had no permanent employees during 2014.

Post-period, on Admission, Dominic Tonner, Daniel Smith and Raj Uppal were appointed as Executive Directors of the Company in the roles of Chief Executive Officer, Chief Financial Officer and Corporate Development Director respectively. At the same time, Dr David Venables and Dr Bloxham resigned as Directors, as did Sue Steven, although Sue continues in her role as Company Secretary.

On 9 February 2015 Graham Dick BVSc, MRCVS was appointed to the Board as a Non-Executive Director. It is the Company's intention to appoint a further Non-Executive Director in due course.

I wish to welcome Dominic, Daniel, Raj and Graham to the Board and to express my thanks to the retiring Directors for their immense contribution to the Company over a number of years, and particularly during the period whilst we identified and orchestrated the reverse takeover. Without their support I fear our shareholders would have had little chance of recovering any long term value.

Change of year end and interim results

It is the intention of the Directors to change the year end of Premier Veterinary Group plc from 31 December to 30 September to bring it into line with its subsidiaries. Accordingly, the first results of the Enlarged Group will, therefore, be the unaudited interim results for the six months ended 31 March 2015 (which it is anticipated will be released on 29 May 2015), followed by an annual financial report to 30 September 2015.

The Company was, immediately prior to the Acquisition, deemed to be a cash shell and as such was not classified as a business under IFRS 3 Business Combinations and, therefore, the Acquisition is outside the scope of IFRS 3. As such, in accordance with Listing Rule LR 5.6.4, and by virtue of the relative size of PVGL when compared to the Company, the accounting acquirer has been determined to be PVGL and the accounting acquiree, the Company. The results for the six months ended 31 March 2015 and the year ended 30 September 2015 will, therefore, be prepared on the basis that the Company has been acquired by PVGL and, notwithstanding that the Acquisition was made on 5 February 2015, those results will therefore include the full six months to 31 March 2015 and year to 30 September 2015 of PVGL's trading activities respectively.

Summary and Outlook

The Company ended the year with cash and short-term deposits of £0.4m compared to £0.8m at the end of December 2013. Total revenues and other income for the year ended 31 December 2014 were £0.001m compared with £0.003m last year. Net assets at 31 December 2014 amounted to £0.2m compared to £0.9m at 31 December 2013. The loss for the year after tax was £0.7m (compared to a profit of £1.1m in 2013) and largely related to the costs incurred as a result of the progression of the Acquisition to completion.

I would like to take this opportunity of thanking shareholders for their continued support throughout the period since the Disposal and I look forward to updating you on future developments now that the Company has entered into this exciting new phase.

Iain Ross

Chairman

Premier Veterinary Group plc

28 April 2015

FINANCIAL REVIEW

Overview

The loss from operations in 2014 was £0.7m compared to a profit of £1.1m in the previous year which had resulted from the Disposal during 2013 as more fully described in the 2013 Annual Report and Accounts.

The total proceeds recognised in 2013 from the disposal of the Company's woundcare business to Crawford Woundcare Limited in 2011 totalled £0.3m and are included under discontinued operations on the face of the statement of comprehensive income.

The Company's cash and cash equivalents as at 31 December 2014 totalled £0.4m (2013: £0.8m).

Results of operations for the years ended 31 December 2014 and 2013.

Other administrative expenses

Other administrative expenses for the period were £0.7m (2013: £1m). Administrative expenses consist primarily of remuneration and professional fees and during the reporting period for the most part related to the costs associated to the progression of discussions with potential reverse takeover candidates culminating in completion of the Acquisition as detailed in the Chairman's statement on pages 2 and 3 and the Strategic report on page 5 of the Annual Report and Accounts.

Impairment charges

There were no impairment charges in the current year (2013: £nil). Following the Disposal, the carrying values of the net assets of the former Group's trading subsidiaries were impaired down to their recoverable amounts, being their fair value less costs of disposal, determined with reference to the post year end sale at arm's length.

Share-based compensation

The share-based compensation charge for the period amounted to £0.03m (2013: £0.06m). The charge in the year ended 31 December 2013 arose from new share options granted in the year and a reassessment of the probability of certain performance criteria being achieved on outstanding options and LTIPs.

Taxation

There was no UK corporation tax charge for the year under review due to a taxable loss being made in the year.

Statement of financial information

Total net assets (defined as total assets less total liabilities) have decreased by £0.7m to £0.2m as at 31 December 2014, principally as a result of the expenses incurred in relation to progressing the Acquisition to completion.

Cash flow

The net cash outflow from operating activities for the year was £0.4m (2013: £1.6m). The Company's net cash inflow from investing activities was £0.001m (2013: £0.7m).

The Board operates an Investment Policy governing the investment of the Company's cash resources, under which the primary objective is to invest in low risk cash or cash equivalent investments to safeguard the principal, ensuring that these resources remain available to fund the Company's operations.

Going concern

Following the Disposal in the prior year the Company ceased its principal activity. During the reporting period the Company continued in operational existence for the purpose of entering into a reverse transaction or, if that transaction were to be unsuccessful, to distribute funds back to shareholders. As required by IAS 1 Presentation of Financial Statements, the Directors had prepared the financial statements for the prior year on a basis other than that of a going concern given that its principal activity had ceased during that year. The financial statements did not include any provision for the future cost of terminating the business of the Company except to the extent that such were committed at the balance sheet date. No material adjustments arose as a result of ceasing to apply the going concern basis.

During the reporting period the Company operated within its available cash resources. Prior to the year end, the Company commenced the process by which it would complete a reverse acquisition with PVGL. Post-period, following successful completion of the reverse acquisition and commencement of trading, after making enquiries, the Directors have a reasonable expectation that, as indicated by the detailed financial forecasts of the Enlarged Group (which take into account the risks facing the Enlarged Group), the Enlarged Group will have adequate resources to continue in operational existence for the foreseeable future. For this reason, the financial statements have been prepared on a going concern basis in the current year.

Post-period events

As more fully described in the Chairman's statement on pages 2 and 3, post-period, at the end of January 2015 the Company announced that it had entered into a share sale and purchase agreement with Raj Uppal, Dominic Tonner and Berkeley Burke Trustee Company Limited (the trustee of Mr Tonner's pension scheme) to acquire 75.8% of the issued share capital of PVGL.

On 5 February 2015 the Company announced that the Acquisition had completed. However, the Company's shares remained suspended pending publication of a prospectus seeking re-admission of the Company's shares on the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange. The Prospectus was published on 26 February 2015 and the re-admission of the Company's entire issued Ordinary Share capital to the standard listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of London Stock Exchange plc became effective on 27 February 2015. Simultaneous with Admission, the Subscription also took place and the monies will primarily be used as working capital in the Enlarged Group's business.

Further to the approval of shareholders at the general meeting in December 2014, with effect from 5 March 2015 Ark Therapeutics Group plc changed its name to Premier Veterinary Group plc to reflect the Company's new business model and strategy.

Sue Steven

Company Secretary

28 April 2015

DIRECTORS' RESPONSIBILITIES STATEMENT

The Directors are responsible for preparing the Annual Report, Directors' remuneration report and the financial statements in accordance with applicable laws and regulations.

Company law requires the Directors to prepare such financial statements for each financial year. Under IAS Regulation the Directors are required to prepare financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union ("EU"). Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

· properly select and apply accounting policies;

· present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

· provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

· make an assessment of the Company's ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors confirm to the best of their knowledge that:

(a) the financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;

(b) the Strategic report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces; and

(c) the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's performance, business model and strategy.

By order of the Board

CONDENSED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2014

CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014

The financial statements of Premier Veterinary Group plc (formerly Ark Therapeutics Group plc), registered number 04313987, were approved by the Board of Directors and authorised for issue on 28 April 2015. They were signed on its behalf by:

CONDENSED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2014

CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2014

SELECTED NOTES TO THE FINANCIAL INFORMATION

1 Presentation of financial information

These results for the year ended 31 December 2014 are an excerpt from the Annual Report and Accounts 2014 and do not constitute the Company's statutory accounts for 2014 or 2013. Statutory accounts for 2013 have been delivered to the Registrar of Companies, and those for 2014 will be delivered in due course. The Auditor has reported on both those accounts: Their report for the year ended 31 December 2013 was unqualified, did not contain statements under Sections 498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation, but did contain an emphasis of matter in respect of the fact the Company's financial statements were prepared on a basis other than that of a going concern. Their report for the year ended 31 December 2014 was unqualified and did not contain statements under Sections 498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation.

Whilst the financial information included in this Annual Results Release has been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS. Full Financial Statements that comply with IFRS are included in the Annual Report & Accounts 2014 which is available at www.arktherapeutics.com, hard copies of which will be distributed in due course.

The accounting policies adopted are consistent with those followed in the preparation of the Company's Annual Report & Accounts 2014 which are unchanged from those adopted in the former Group's Annual Report & Accounts 2013.

The following amendments to Standards are also effective from the current financial year but currently do not materially impact the Company's Financial Statements: IFRS 10 Consolidated financial statements; IFRS 11 Joint Arrangements; IFRS 12 Disclosure of interest in other entities; IFRS 13 Fair Value Measurement; IFRS 7 (amended) Amendment related to the offsetting of assets and liabilities; IAS 19 (amended) Amended standard resulting from the post-employment benefits and termination benefits projects; IAS 27 (amended) Separate financial statements; IAS 28 (amended) Investments in associates and joint ventures; IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine and Improvements to IFRSs (May 2012).

Going concern

Following the Disposal in the prior year the Company ceased its principal activity. During the reporting period the Company continued in operational existence for the purpose of entering into a reverse transaction or, if that transaction were to be unsuccessful, to distribute funds back to shareholders. As required by IAS 1 Presentation of Financial Statements, the Directors had prepared the financial statements for the prior year on a basis other than that of a going concern given that its principal activity had ceased during that year. The financial statements did not include any provision for the future cost of terminating the business of the Company except to the extent that such were committed at the balance sheet date. No material adjustments arose as a result of ceasing to apply the going concern basis.

During the reporting period the Company operated within its available cash resources. Prior to the year end, the Company commenced the process by which it would complete a reverse acquisition with PVGL. Post-period, following successful completion of the reverse acquisition and commencement of trading, after making enquiries, the Directors have a reasonable expectation that, as indicated by the detailed financial forecasts of the Enlarged Group (which take into account the risks facing the Enlarged Group), the Enlarged Group will have adequate resources to continue in operational existence for the foreseeable future. For this reason, the financial statements have been prepared on a going concern basis.

2 (Loss)/profit per share

From continuing and discontinued operations

The calculation of the basic and diluted earnings per share is based on the following data:

3 Dividends

The Directors are unable to recommend the payment of a dividend (2013: £nil).

4 Events after the balance sheet date

The Company acquired the entire issued share capital of PVG 2007 Limited on 5 February 2015 for a total cash consideration of £3,731.18. This is currently its only direct subsidiary. PVG 2007 Limited operates primarily in the UK small animal veterinary services sector but certain of its operations cross over into the wider UK small animal pet care market.

The Company was, immediately prior to the Acquisition, deemed to be a cash shell and as such was not classified as a business under IFRS 3 Business Combinations and, therefore, the Acquisition is outside the scope of IFRS 3. As such, in accordance with Listing Rule LR 5.6.4, and by virtue of the relative size of PVGL when compared to the Company, the accounting acquirer has been determined to be PVGL and the accounting acquiree, the Company. The results for the six months ended 31 March 2015 and the year ended 30 September 2015 will, therefore, be prepared on the basis that the Company has been acquired by PVGL and, notwithstanding that the Acquisition was made on 5 February 2015, those results will therefore include the full six months to 31 March 2015 and year to 30 September 2015 of PVGL's trading activities respectively.

No fair value exercise has been performed on opening balance sheet on date of the reverse acquisition.