ANCR Animalcare Group Plc

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). 

Animalcare Group plc

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

Results of the Fundraise

3 December 2024. Animalcare Group Plc (AIM: ANCR), the international animal health business, is pleased to announce that, following the announcement made earlier today regarding the Fundraise (the "Fundraise Announcement"), it has raised gross proceeds of £20 million before expenses by way of an oversubscribed Placing and Subscription (the "Fundraise") of 8,602,150 new ordinary shares of £0.20 pence each in the capital of the Company (the "Fundraise Shares") at a price of 232.5 pence per Placing Share (the "Issue Price"). Allocations in the Placing will be confirmed to Placees as soon as practicable today.

Stifel Nicolaus Europe Limited ("Stifel" or the "Bookrunner") is acting as Sole Bookrunner in connection with the Equity Placing and Sole and Exclusive M&A Adviser in connection with the Acquisition.

Capitalised terms not defined in this announcement (the "Results Announcement") have the meanings given to them in the Fundraise Announcement.

Highlights

·        The Company has raised gross proceeds of £20 million through an oversubscribed Placing and Subscription at the Issue Price

·        Animalcare proposes to use the net proceeds of the Fundraise to part fund the cash consideration payable by the Company for the acquisition of Randlab Pty Ltd, Randlab Australia Pty Ltd (and its wholly owned subsidiary, Randlab (New Zealand) Limited) and Randlab Middle East Veterinary Medicine Trading Single Owner L.L.C. (together "Randlab"), (the "Acquisition"), as announced separately earlier today (the "Acquisition Announcement")

·        The Issue Price represents a discount of 5.1 per cent. to the closing mid-market price of 245.0 pence per Existing Ordinary Share on 2 December 2024, being the latest practicable date prior to the publication of the Fundraise Announcement

·        On Admission, the Fundraise Shares will represent approximately 12.5 per cent. of the Company's issued ordinary share capital as enlarged by the Fundraise

Jenny Winter, Chief Executive of Animalcare Group plc, said: "We are delighted to announce today's successful Fundraise of £20 million. We are very thankful to the top tier new investors who joined us and express our gratitude to our existing shareholders who have reaffirmed their support in this transaction. The net proceeds of the Fundraise will be used to part fund the acquisition of Randlab - a transformational deal that provides an excellent fit with our growth strategy and is complementary to our product portfolio."

Director Dealings and Related Party Disclosure

Certain directors of the Company have subscribed for new Ordinary Shares in the amounts set out in the table below pursuant to the Placing, in the case of Marc Coucke (through Alychlo NV, an entity wholly owned by him), and the Subscription in the case of Jennifer Winter, Christopher Brewster and Dr Douglas Hutchens:

¹Marc Coucke's interest is held through Alychlo NV, an entity wholly owned by him.

The participation by Marc Coucke in the Placing and the respective participations by Jennifer Winter, Christopher Brewster and Dr Douglas Hutchens in the Subscription, each constitute a related party transaction for the purposes of the AIM Rules. Edwin Torr and Sylvia Metayer, being the independent directors of the Company for the purpose of the Fundraise, consider, having consulted with Stifel, the Company's nominated adviser, that the terms of participation by Marc Coucke in the Placing, and the respective participations of Jennifer Winter, Chris Brewster and Dr Doug Hutchens in the Subscription to be fair and reasonable insofar as shareholders of the Company are concerned.

Details of the Placing

Further details of the Placing are contained in the Fundraise Announcement. The Fundraise is conditional upon the Placing Agreement between the Company and the Bookrunner not having been terminated in accordance with its terms.

The Fundraise is not conditional on the completion of the Acquisition and the Acquisition is not conditional on the Fundraise. The conditions to the completion of the Acquisition are set out in the Acquisition Announcement. In the event that the Acquisition does not complete, Animalcare intends to invest the net proceeds of the Fundraise, where possible, to finance other acquisition opportunities that fulfil its strategic objectives and for general corporate purposes.

Admission, settlement and dealings

Application has been made to the London Stock Exchange for the Fundraise Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 5 December 2024 and dealings in the Placing Shares are expected to commence at 8.00 a.m. on 5 December 2024. Following admission of the Fundraise Shares, the Company's issued ordinary share capital will comprise of 68,976,418 ordinary shares.

Therefore, following Admission of the Fundraise Shares, the total number of ordinary shares with voting rights in the Company will be 68,976,418 which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The Fundraise Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The Fundraise Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes. Shareholders who wish to receive and retain share certificates are able to do so.

The ISIN number of the Fundraise Shares is GB0032350695. The TIDM is ANCR.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES

This announcement (the "Announcement") does not constitute or form part of, and should not be construed as, any offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction. This Announcement is not for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such publication or distribution would be unlawful ("Restricted Jurisdiction") (or to any persons in a Restricted Jurisdiction) unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. Any failure to comply with this restriction may constitute a violation of the applicable laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or any other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in compliance with all applicable securities laws of any State or any other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction. The Placing Shares are being offered and sold outside the United States in "offshore transactions" as defined in Regulation S under the Securities Act.

No action has been taken by the Company, Stifel or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants, persons connected with them as defined in the Financial Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

This Announcement is directed at and is only being distributed to: (A) if in a member state of the European Economic Area, persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended (the "EU Prospectus Regulation"), (B) if in the United Kingdom, persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation") and who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of FSMA (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (C) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.

No prospectus has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation and the UK Prospectus Regulation) to be published.

The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness. None of the information in this Announcement has been independently verified or approved by Stifel or any of its Affiliates.

Stifel is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing, or any other matter referred to in this Announcement. The responsibilities of Stifel as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any director, shareholder or any other person.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Stifel or any of its Affiliates as to, or in relation to, the accuracy, adequacy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Recipients of this Announcement should conduct their own independent investigation, evaluation and assessment of the merits or otherwise of the business, data and property described in this Announcement. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of the Company. The contents of this Announcement are not to be construed as legal, business, financial, regulatory or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business, regulatory or tax advice. Investing in the Placing Shares involves a substantial degree of risk.

The Placing Shares will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Stifel will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Company's ordinary shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Stifel will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.