Cancellation of listing and admission to trading
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
17 January 2024
Dechra Pharmaceuticals PLC
("Dechra" or the "Company")
Cancellation of listing and admission to trading of Dechra Shares
Further to the announcement made by Dechra and Freya Bidco Limited ("Bidco") on 12 January 2024, Dechra confirms that the listing of Dechra Shares on the premium listing segment of the Financial Conduct Authority's Official List and the admission of the Dechra Shares to trading on the Main Market of the London Stock Exchange were each cancelled with effect from 8.00 am today, 17 January 2024.
This announcement should be read in conjunction with the full text of the circular in relation to the Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 to implement the Acquisition published on 26 June 2023 (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement have the meanings set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times, unless otherwise stated.
The person responsible for arranging the release of this announcement on behalf of Dechra is Melanie Hall, Company Secretary.
Enquiries:
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Dechra Pharmaceuticals PLC |
+44 (0) 1606 814 730 |
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Ian Page, Chief Executive Officer Paul Sandland, Chief Financial Officer Jonny Armstrong, Head of Investor Relations |
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Investec Bank plc (Sole Financial Adviser and Corporate Broker to Dechra) |
+44 (0) 207 597 5970 |
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Chris Treneman Bruce Garrow David Anderson
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TooleyStreet Communications Ltd (PR Adviser to Dechra) |
+44 (0) 7785 703 523 |
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Fiona Tooley, Director |
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EQT |
+44 (0) 77 1534 1608 |
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Finn McLaughlan
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BofA Securities (Joint Financial Adviser to EQT, Luxinva S.A. and Bidco) Laurent Dhome Geoff Iles Roy Wouters Antonia Rowan Roman Makovitskiy
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+44 (0) 20 7628 1000 |
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Morgan Stanley (Joint Financial Adviser to EQT, Luxinva S.A. and Bidco) Anthony Zammit James Talbot Tom Perry
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+44 (0) 20 7425 8000 |
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FGS Global (PR Adviser to EQT, Luxinva S.A. and Bidco) Faeth Birch Chris Ryall Sophia Johnston |
+44 (0) 20 7251 3801 EQT-LON@fgsglobal.com |
DLA Piper UK LLP is acting as legal adviser to Dechra.
Kirkland & Ellis International LLP is acting as legal adviser to Bidco and EQT, and Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Luxinva S.A. and ADIA.
Important Notice
Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for EQT, Luxinva S.A. and Bidco and for no one else and will not be responsible to anyone other than EQT, Luxinva S.A. and Bidco for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with the Acquisition, this announcement, any statement contained herein or otherwise.
Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively for EQT, Luxinva S.A. and Bidco and for no one else in connection with the Acquisition. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the Acquisition, the contents of this announcement or any other matter referred to herein.
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the UK by the Financial Conduct Authority ("FCA") and the PRA, is acting exclusively for the Company and no one else in connection with the subject matter of this announcement and shall not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec, nor for providing advice in connection with the Possible Offer or any matter referred to herein. Neither Investec nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with the Acquisition, this announcement, any statement contained herein or otherwise.
Further Information
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Dechra in any jurisdiction in contravention of applicable law.
This announcement does not constitute a prospectus or prospectus-equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Listing Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Notice to U.S. Dechra Shareholders
The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme Document has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable U.S. laws and regulations.
It may be difficult for U.S. holders of Dechra Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and Dechra are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of Dechra Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, EQT, Luxinva S.A., Bidco or their nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Dechra Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, BofA Securities and Morgan Stanley will continue to act as exempt principal traders in Dechra shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
U.S. Dechra Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Dechra Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
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