REG - Animalcare Group PLC - Scheme of Arrangement becomes Effective

RNS Number : 5679O Animalcare Group PLC 30 July 2026  

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 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

30 July 2026

RECOMMENDED ACQUISITION

of

ANIMALCARE GROUP PLC ("Animalcare")

by

CCP PAW 2 LIMITED ("Bidco")

(a wholly-owned subsidiary of funds managed or advised by Charterhouse Capital Partners LLP)

implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes Effective

Introduction

On 16 April 2026, the boards of Animalcare and Bidco announced that they had reached agreement on the terms and conditions of a recommended acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, share capital of Animalcare (the "Acquisition").

The scheme document in respect of the Acquisition was published and made available to Animalcare Shareholders on 12 May 2026 (the "Scheme Document"). Capitalised terms used in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

On 28 July 2026, the boards of Animalcare and Bidco announced that the High Court of Justice in England and Wales had made an order sanctioning the Scheme under Part 26 of the Companies Act on the same date.

Scheme of Arrangement becomes Effective

Animalcare and Bidco are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and Animalcare is a wholly-owned subsidiary of Bidco.

Suspension and cancellation of listing and trading

Trading in Animalcare Shares on AIM was suspended with effect from 7.30 a.m. this morning, 30 July 2026. An application has been made to the London Stock Exchange in relation to the cancellation of the admission to trading of Animalcare Shares on AIM, which will take place at 7.00 a.m. on 31 July 2026.

As a result of the Scheme having become Effective, share certificates in respect of Animalcare Shares will cease to be valid documents of title and entitlements to Animalcare Shares held in uncertificated form in CREST are being cancelled.

Board Changes

As the Scheme has now become Effective, Animalcare duly announces that, as of 31 July 2026, Els DeGroote, Sylvia Metayer, and Ed Torr will resign from the Animalcare Board.

Results of the Alternative Offer and settlement of consideration

Under the terms of the Scheme, a Scheme Shareholder on the register of members of Animalcare at the Scheme Record Time, being 6.00 p.m. on 29 July 2026, will be entitled to receive 336 pence for each Scheme Share held, unless such Scheme Shareholder was an Eligible Animalcare Shareholder who validly elected for the Alternative Offer in respect of such number of their Animalcare Shares as equals at least 66 per cent. of the Animalcare Shares held by them as at the Reinvestment Record Time, in which case such Eligible Animalcare Shareholder will, subject to the terms and conditions of the Alternative Offer, subscribe for Aggregator Interests in lieu of that proportion of the Cash Offer.

Settlement of the cash consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Animalcare Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable. Definitive share certificates in respect of the Aggregator Interests will be despatched by first class post (or, if overseas, by airmail) as soon as practicable to each relevant Scheme Shareholder who has validly elected for the Alternative Offer, at the address appearing in the register of members of Animalcare at the Scheme Record Time. The latest date for despatch of cheques, crediting of CREST accounts and despatch of definitive share certificates for the Aggregator Interests in relation to the Acquisition is 13 August 2026.

Animalcare is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to Animalcare Shareholders no longer apply.

All references to time in this announcement are to the time in London, United Kingdom.

Allen Overy Shearman Sterling LLP is acting as legal adviser to Charterhouse and Bidco. Squire Patton Boggs (UK) LLP is acting as legal adviser to Animalcare.

Important Notices

This announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus exempted document. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is, with the consent of the Takeover Panel, implemented by way of an Offer, the Offer Document) which contains the full terms and Conditions of the Acquisition.

Financial advisers

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Animalcare and no one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Animalcare for providing the protections afforded to clients of Stifel nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Neither Stifel 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 Stifel in connection with this announcement.

Panmure Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Animalcare and no one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Animalcare for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Neither Panmure Liberum 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 Panmure Liberum in connection with this announcement.

Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Bidco and Charterhouse in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Bidco and Charterhouse for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement. Neither Rothschild & Co, nor any of its subsidiaries, branches or 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 Rothschild & Co in connection with this announcement.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation. No action has been taken by Animalcare or Bidco to obtain any approval, authorisation or exemption to permit the possession or distribution of this announcement in any jurisdiction, other than in the United Kingdom.

The implications of the Scheme and the Acquisition for Overseas Shareholders may be affected by the laws and/or regulations of jurisdictions outside the United Kingdom. Overseas Shareholders should inform themselves about, and observe, any applicable legal or regulatory requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

This announcement has been prepared for the purposes of complying with English law, the Takeover Code, the rules of the London Stock Exchange and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Further details in relation to Overseas Shareholders are set out in the Scheme Document.

Notice to US holders of Animalcare Shares

Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved this announcement, any of the proposals described in this announcement or passed an opinion on the accuracy or the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The Acquisition relates to shares of an English company and is being effected by means of a scheme of arrangement under the laws of England and Wales. The scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. Bidco reserves the right, subject to the consent of the Takeover Panel, to implement the Acquisition by means of a Takeover Offer, as an alternative to the Scheme. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such an Offer would be made in the United States by Bidco and no one else. In addition to any such Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Animalcare outside such Offer during the period in which such Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside of the United States and would comply with applicable law and regulation, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website www.londonstockexchange.com.

The Aggregator Interests which may be issued under the Alternative Offer have not been and will not be registered under the Securities Act, or under the relevant securities laws of any state or territory of the US. Accordingly, the Aggregator Interests may not be offered or sold in the US, except in a transaction not subject to, or in reliance on an applicable exemption from, the registration requirements of the Securities Act and any applicable state securities laws. It is anticipated that any Aggregator Interests issued pursuant to the Alternative Offer will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Aggregator Interests are proposed to be issued have the right to appear; and receive adequate and timely notice thereof.

The receipt of cash pursuant to the Acquisition by a direct or indirect US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Animalcare Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

It may be difficult for US Animalcare Shareholders to enforce their rights and claims arising out of US federal securities laws, since Bidco and Animalcare are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Animalcare Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Charterhouse, Bidco or its nominees and brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase shares or other securities  in Animalcare outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or the Scheme becomes Effective, lapses or is otherwise withdrawn. 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 to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

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