TIDMANCR
RNS Number : 6518E
Animalcare Group PLC
08 July 2021
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF ANIMALCARE GROUP PLC IN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
ANIMALCARE GROUP PLC
(the "Group" or the "Company")
Proposed Accelerated Bookbuild in Animalcare Group plc to sell
up to 13.8 million shares
Proposed PDMR dealing
8 July 2021. Animalcare Group plc (AIM: ANCR), the international
animal health business, announces that it has been notified by
Ecuphar Invest NV ("Seller") of its intention to sell up to
13,857,213 ordinary shares in the capital of the Company (the
"Placing" and the "Placing Shares") at a price of 285 pence per
Placing Share ("Placing Price"). The Placing Price represents a c.
20 per cent. discount to the closing price of 356 pence per share
on 7 July 2021. Any remainder of the Company's ordinary shares held
by the Seller following the Placing will be subject to a lock-up
which ends 180 days after completion of the Placing (subject to
waiver by the Joint Bookrunners and to certain customary
exceptions).
Panmure Gordon (UK) Ltd ("Panmure Gordon") and Stifel Nicolaus
Europe Limited ("Stifel) (together the "Bookrunners") are acting as
joint bookrunners to the Placing.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement.
T he final number of Placing Shares to be placed will be agreed
by Panmure Gordon, Stifel and the Seller at the close of the
bookbuild process. The timing of the closing of the Bookbuild and
the distribution of allocations are at the discretion of the
Bookrunners and a further announcement confirming these details is
expected to be made in due course. The Bookrunners reserve the
right to close the Bookbuild without further notice. The Placing is
subject to demand, price and market conditions. There can be no
certainty that the Placing will complete. Animalcare Group will not
receive any of the proceeds of the Placing.
The Seller has entered into an agreement with Panmure Gordon and
Stifel in relation to the Placing.
Proposed PDMR Dealings
The Seller is a company founded and controlled by Chris Cardon,
a non-Executive Director of the Company.
A number of Directors of the Company and their associated
parties (including Alychlo NV, an entity controlled by Marc Coucke,
a non-executive director of the Company) have indicated their
intention to purchase Placing Shares at the Placing Price. Further
details will be announced following close of the bookbuild
process.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
For further information, please contact:
Animalcare Group plc
Chris Brewster, Chief Financial Officer +44 (0)1904 487 687
and Company Secretary communications@animalcaregroup.com
Stifel Nicolaus Europe Limited
(Nominated Adviser & Joint Broker) +44 (0)20 7710 7600
Ben Maddison
Fred Walsh
Nick Adams
Panmure Gordon
(Joint Broker) +44 (0)20 7886 2500
Corporate Finance:
Freddy Crossley/Emma Earl
Corporate Broking:
Rupert Dearden
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE (1) IF IN ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS
("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2 (E) OF REGULATION
(EU) 2017/1129; OR (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS (FOR THE PURPOSES OF REGULATION (EU) 2017/1129 AS IT IS
IN FORCE IN THE UK BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED)
(THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES
MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1)
AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE
INFORMATION REGARDING THE PLACING SET OUT IN 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.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The Placing Shares have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and absent registration, may not
be offered or sold 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 the securities
laws of any relevant state or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere. Subject to certain exemptions, the
Placing Shares are being offered and sold outside of the United
States in "offshore transactions" within the meaning of, and in
reliance on, the safe harbour from the registration requirements
under the Securities Act provided by Regulation S promulgated
thereunder.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Seller, Panmure Gordon or Stifel or any of their respective
affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Seller, Panmure Gordon or
Stifel or any of their respective affiliates that would, or which
is intended to, permit a public offer of the Placing Shares in any
jurisdiction or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Seller, Panmure Gordon and Stifel to inform
themselves about and to observe any applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in the announcement or on its completeness
and this announcement should not be considered a recommendation by
Panmure or Stifel in relation to any purchase of, or subscription
for securities of Animalcare.
Panmure Gordon, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom is acting only
for Charles Stanley & Co Ltd (which is the nominee holder of
the shares) and no-one else in connection with the Placing. It will
not regard any other person as its client in relation to the
Placing and will not be responsible to anyone other than Charles
Stanley & Co Ltd for providing the protections offered to its
clients nor for providing advice in relation to the Placing or any
matters referred to in this announcement.
Stifel, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting only for the
Seller and no-one else in connection with the Placing. It will not
regard any other person as its client in relation to the Placing
and will not be responsible to anyone other than the Seller for
providing the protections offered to its clients nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
Panmure Gordon or Stifel and their affiliates acting as an
investor for their own account may participate in the Placing on a
proprietary basis and in that capacity may retain, purchase or sell
for their own account such Placing Shares. In addition they may
enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or
dispose of Placing Shares. Neither Panmure Gordon nor Stifel intend
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
Neither Panmure Gordon nor Stifel nor any of their directors,
unlimited partners, officers, employees, advisers or agents accepts
any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any information relating to Animalcare or its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
Neither the Seller nor any of its directors, managers, partners,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
information relating to Animalcare or its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
Solely for the purposes of: (a) in the UK, Paragraph 3.2.7R
regarding the responsibilities of UK Manufacturers under the
Product Governance requirements contained within Chapter 3 of the
FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Requirements"); and (b) in the EEA, (i)
EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (ii) Articles 9 and 10 of Commission
Delegated Directive EU 2017/593 supplementing MiFID II; and (iii)
local implementing measures (together, the "EU Product Governance
Requirements" and the UK Product Governance Requirements and the EU
Product Governance Requirements are together, the "Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the 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 (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in Product Governance Requirements; and (ii)
eligible for distribution through all distribution channels as are
permitted by the Product Governance Requirements(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 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 Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions to the
Placing. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, Panmure Gordon or Stifel will only procure
investors who meet the criteria of professional clients or 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 the Product Governance Requirements; 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.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
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END
IOEBBGDRLUGDGBI
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