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Tuesday 27 June, 2017

AIM

Schedule One - Animalcare Group Plc

RNS Number : 2746J
AIM
27 June 2017
 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

 

Animalcare Group plc, which is to remain Animalcare Group plc upon admission ("Animalcare" or the "Company")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Unit 7

10 Great North Way

York Business Park

York

YO26 6RB

 

COUNTRY OF INCORPORATION:

 

England & Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.animalcaregroup.co.uk

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Animalcare is a supplier of licenced veterinary pharmaceuticals and identification products and services to the companion animal veterinary markets. Animalcare has entered into a conditional Share Purchase Agreement to acquire the entire issued share capital of Ecuphar NV ("Ecuphar") (the "Acquisition"). Ecuphar is a leading European animal health company focused on the development and sale of veterinary pharmaceutical products that provide significant benefits to animal health in the companion animal, equine and production animal markets. Animalcare and Ecuphar (together, the "Enlarged Group") are highly complementary businesses, in particular with regard to their geographical markets, product portfolios and new product development pipelines. Following the Acquisition, which will complete on admission, the Enlarged Group will become a specialist pan-European animal health company with a significantly enhanced geographic footprint and sales, marketing and distribution network.  

 

The Acquisition constitutes a reverse takeover for the purpose of Rule 14 of the AIM Rules for Companies. Accordingly, shareholder approval for the Acquisition is being sought at a general meeting convened for 12 July 2017.

 

The main countries of the Enlarged Group's operations are: Belgium, Spain and United Kingdom.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

59,913,900 ordinary shares of 20 pence each in the share capital of the Company ("Ordinary Shares") to be admitted, consisting of 21,222,110 existing Ordinary Shares, 37,322,894 new Ordinary Shares in respect of the Placing and Acquisition and 1,368,896 new Ordinary Shares issued in respect of the exercise of certain options in the Company by certain of the Company's directors and members of its senior management team.

 

No Ordinary Shares will be held as treasury shares.

 

There are no restrictions on the transfer of securities.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital to be raised on admission:

c. £30.0 million at a placing price of 350 pence per Ordinary Share ("Placing Price")

 

Anticipated market capitalisation on admission at the Placing Price:

c. £209.7 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

53.4%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

Not applicable

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Proposed directors on admission:

Christiaan (Chris) Cardon (formerly André) (Chief Executive Officer)

Walter Emilia Rene Beyers (Chief Financial Officer)

Iain David Menneer (Chief Operating Officer)

Jan Marcel Matthieu Maria Boone (Non-Executive Chairman)

Edwin (Ed) Thomas William Torr (Senior Independent Non-Executive Director)

James Scott Lambert (Non-Executive Director)

Marc Armand Alice André Liliane Coucke (Non-Executive Director)

Arthur Francis Nicholas Wills Marquess of Downshire (Lord Nick Downshire) (Non-Executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Significant shareholders before admission:

 

Shareholder

Beneficial holding

Liontrust Asset Management

13.01%

Unicorn Asset Management

7.81%

Hargreave Hale

6.82%

Octopus Investments

6.72%

Lord Nick Downshire

6.69%

James Lambert

6.19%

Investec Wealth & Investment

5.89%

Lazard Freres Gestion

5.47%

Hargreaves Lansdown Asset Management

3.52%

 

Significant shareholders at admission:

 

Shareholder

Beneficial holding

Ecuphar Invest NV*

23.13%

Alychlo NV**

23.13%

Liontrust Asset Management

7.06%

Hargreave Hale

5.30%

 

*Ecuphar Invest NV is an entity controlled by Chris Cardon

**Alychlo NV is an entity wholly-owned by Marc Coucke

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

Saxa Vord Associates Limited

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)         31 December

(ii)        With respect to Animalcare, 31 December 2016 (unaudited interim financial information)

With respect to Ecuphar, 31 December 2016 (audited full year financial information)

(iii)       30 September 2017, 30 June 2018, 30 September 2018

 

EXPECTED ADMISSION DATE:

 

13 July 2017

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

 

NAME AND ADDRESS OF BROKER:

 

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

The admission document, which contains full details about the Company and the admission of its Ordinary Shares, is available to view on the Company's website, details of which are given above.

 

DATE OF NOTIFICATION:

 

27 June 2017

 

NEW/UPDATE:

 

New

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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