PVG.L Regulatory News (PVG)

PREMIER VETERINARY GROUP PLC

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

London, UK, 24 September 2020 - Premier Veterinary Group PLC (LSE: PVG) announces that, at the Annual General Meeting of the Company held today, all resolutions put to shareholders were duly passed.

In addition, at the subsequent General Meeting of the Company also held today, all resolutions put to shareholders were duly passed. This General Meeting was held, inter alia, to approve the Resolutions upon which the Acquisition of AHCL was conditional, as announced on 13 August 2020 (the "Announcement") and details of which were set out in a circular to shareholders dated 1 September 2020 (the "Circular").

Capitalised terms and expressions used in this announcement have the meanings given to them in the Announcement.

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 enlarged issued ordinary share capital (assuming that the Existing Warrants, New Warrants and Director Share Options had not been exercised at the point of such conversion). 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.

Simplyhealth - First Waiver

Resolution 1 in the Notice of General Meeting, being an ordinary resolution to be voted on by the Independent Shareholders to approve the waiver by the Takeover Panel of the obligation that would otherwise arise for Simplyhealth to make a general offer for the Company under the Rule 9 of the Takeover Code ("Whitewash Resolution"), was passed on a poll with 11,519,572 votes of Independent Shareholders, in favour and 13 votes against.

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 enlarged issued ordinary share capital (assuming that the Existing Warrants, New Warrants and Director Share Options had not been exercised at the point of such conversion).

Existing Concert Party - Second Waiver

Resolution numbered 2 in the Notice of General Meeting, being an ordinary resolution to be voted on by the Independent Shareholders to approve the waiver by the Takeover Panel of the obligation that would otherwise arise for the Existing Concert Party to make a general offer for the Company under the Rule 9 of the Takeover Code ("Whitewash Resolution"), was passed on a poll with 4,371,264 votes of Independent Shareholders, in favour and 13 votes against.

In the Circular, the holdings of each member of the Existing Concert Party at the date of the Circular 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) were as follows:

As can be seen from the table 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.

Subsequent to the date of the Circular, Raj Uppal and his wife, Tracey Uppal, have sold 60,000 and 12,500 ordinary shares respectively. As such the holdings of Raj Uppal and Tracey Uppal at the date of this announcement are 5,083,638 and 265,000 respectively.

Acquistion of Simplyhealth

In addition the passing of the necessary resolutions at the General meeting today, the Company has also received today confirmation from the CMA that it does not intend to investigate the Acquisition further. This means that, subject to the Delisting, there is now no hindrance to the completion of the Acquisition and the Company will seek to complete it as soon as practicable.

Delisting

Further to the announcements made by Premier Veterinary Group plc on 13 August 2020 and 2 September 2020, PVG can confirm today that, following an application by the Company it expects the Financial Conduct Authority to cancel the listing of PVG's Ordinary Shares on the standard listing segment of the Official List and the London Stock Exchange to cancel the trading of PVG's Ordinary Shares on the London Stock Exchange's main market for listed securities, in each case with effect from 8:00 a.m. (London time) tomorrow, 25 September 2020.

-Ends-

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For further details go to: www.premiervetgroup.co.uk