Animalcare Group PLC
16 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
16 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)
to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006
Update on financing arrangements
Introduction
On 16 April 2026, the boards of Animalcare and Bidco announced (the Rule 2.7 Announcement) 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 Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Animalcare and the Scheme Shareholders under Part 26 of the Companies Act 2006 (the Scheme).
On 12 May 2026, the board of Animalcare announced that it had published a circular in relation to the Acquisition (the Scheme Document).
On 8 June 2026, Animalcare announced that the requisite majorities of:
· Scheme Shareholders had approved the Scheme at the Court Meeting; and
· Animalcare Shareholders had approved the Special Resolution at the General Meeting.
Capitalised terms used in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.
Senior Facilities Agreement
As stated in the Scheme Document, on 16 April 2026, Bidco and Ares Management Limited (on behalf of certain Ares Funds) entered into the Debt Commitment Letter pursuant to which, among other things, Ares Management Limited committed to make available the following facilities to Bidco, for the purposes of, among other things, financing the Acquisition: (i) a £95,000,000 equivalent term loan facility B which shall be converted into euros pursuant to the conversion provisions in the Debt Commitment Letter; (ii) a £35,000,000 acquisition facility and (iii) a £17,500,000 underwritten backstop revolving credit facility, which is proposed to be replaced with a revolving facility provided by a bank lender. Pursuant to the terms of the Debt Commitment Letter, the Facilities will be made available under the Senior Facilities Agreement.
Bidco announces that, on 15 July 2026, Bidco as original borrower and original guarantor, Ares Management Limited as mandated lead arranger, the financial institutions listed therein (being funds managed by Ares Management) as original lender and Ares Management Limited as agent and security agent entered into the Senior Facilities Agreement.
Pursuant to the terms of the Senior Facilities Agreement, the original lenders have made available the following facilities: (i) a €110,015,000 term loan facility B (being the euro equivalent of the sterling amount listed above, converted at the agreed exchange rate) (ii) a €40,532,000 acquisition facility (being the euro equivalent of the sterling amount listed above, converted at the agreed exchange rate) and (iii) a £17,500,000 backstop revolving facility, which is proposed to be replaced with a revolving facility provided by a bank lender following the Effective Date.
On or around the date of the Senior Facilities Agreement and in connection therewith, Midco and Bidco entered into the following documents: (1) a debenture between Midco and Bidco in favour of Ares Management Limited as security agent pursuant to which Midco and Bidco grant security over certain of their assets (including, among other things, the entire issued share capital of Bidco) to secure all present and future liabilities of Bidco (and any of its subsidiaries) under the Senior Facilities Agreement and related finance documents (the Debenture), (2) an intercreditor agreement between, among others, Midco and Bidco in various capacities, the original lenders under the Senior Facilities Agreement and Ares Management Limited as security agent, regulating the relationship between present and future creditors of the Bidco Group (the Intercreditor Agreement) and (3) an agent and security agent fee letter between Bidco and Ares Management Limited as agent and security agent in respect of certain fees payable to Ares Management Limited in consideration of the performance of such roles (the Agent and Security Agent Fee Letter).
Subject to certain surviving provisions as set out therein, on and from the date of the Senior Facilities Agreement, the Debt Commitment Letter will no longer be in force.
Amendment and restatement of Equity Commitment Letter
As stated in the Scheme Document, in connection with the financing of the Acquisition, Bidco and Charterhouse GP (XII) S.a.r.l (acting in its capacity as managing general partner of the Charterhouse Funds) entered into an equity commitment letter (the ECL) pursuant to which, amongst other things, the Charterhouse Funds agreed to provide equity financing pursuant to the terms of the ECL.
On 15 July 2026, Bidco and Charterhouse GP (XII) S.a.r.l (acting in its capacity as managing general partner of the Charterhouse Funds) entered into a deed of amendment and restatement (the Deed of Amendment) pursuant to which the parties agreed to amend and restate the terms of the ECL. Pursuant to the Deed of Amendment, the total Equity Financing (as defined in the ECL) was amended from £205,246,699 to €151,520,851 (reflecting the entry into the Senior Facilities Agreement and a foreign exchange hedge agreement in respect of the cash consideration payable under the Acquisition) and each Equity Investor's Individual Commitment (each as defined in the ECL) was amended accordingly.
Additional equity investors
In addition to the equity financing to be provided by the Charterhouse Funds, Bidco announces that additional equity financing in connection with the Acquisition will be provided by CCP XII Co-investment A SCSp, CCP Paw SCSp and Charterhouse Syndications (XII) S.à r.l.. Each of CCP XII Co-investment A SCSp and CCP Paw SCSp is a co-investment vehicle managed by Charterhouse GP (XII) S.a.r.l. Charterhouse Syndications (XII) S.à r.l. is owned by the Charterhouse Funds.
Revised Equity Documents
Bidco announces that revised versions of the Topco Shareholders' Agreement (the Revised Topco Shareholders' Agreement), the Topco Articles (the Revised Topco Articles), the Aggregator Shareholders' Agreement (the Revised Aggregator Shareholders' Agreement) and the Aggregator Articles (the Revised Aggregator Articles and together with the Revised Topco Shareholders' Agreement, the Revised Topco Articles and the Revised Aggregator Shareholders' Agreement, the Revised Equity Documents) have today been published on Bidco's website and are available as set out in the section headed "Availability of documents" below, together with comparisons against the versions published on 12 May 2026.
Availability of documents
Copies of the Senior Facilities Agreement, the Debenture, the Intercreditor Agreement, the Agent and Security Agent Fee Letter, the Deed of Amendment, the Revised Topco Shareholders' Agreement, the Revised Topco Articles, the Revised Aggregator Shareholders' Agreement, the Revised Aggregator Articles and this announcement are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at paw.charterhouse.co.uk. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.
|
Enquiries |
|
|
Charterhouse Haitham Nasri (Partner) |
+44 (0) 20 7334 5300 |
|
Rothschild & Co (Financial Adviser to Charterhouse and Bidco) Julian Hudson Dimitrios Iroidis |
+44 (0) 20 7280 5000 |
|
Prosek (PR Adviser to Charterhouse) Matthieu Roussellier |
|
|
Animalcare Jennifer Winter (Chief Executive Officer) Chris Brewster (Chief Financial Officer) |
+44 (0) 1904 487 687 |
Alma Strategic Communications (PR Adviser to Animalcare)Caroline FordeRose Docherty |
+44 (0) 20 3405 0205 animalcare@almastrategic.com |
|
Stifel Nicolaus Europe Limited (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Joint Broker to Animalcare) Ben Maddison Charles Hoare Jason Grossman Francis North Ben Good Kate Hanshaw |
+44 (0) 20 7710 7600 |
Panmure Liberum (Joint Broker to Animalcare)Emma Earl Freddy Crossley Rupert Dearden |
+44 (0) 20 7886 2500 |
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
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.
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.
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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
Pursuant to Rule 26.1 of the Takeover Code, a copy of this announcement and other documents in connection with the Acquisition will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Bidco's and Animalcare's websites at https://paw.charterhouse.co.uk/ and https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/ respectively promptly following the publication of this announcement and in any event by no later than 12 noon on the business day following this announcement until the end of the Offer Period.
For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.
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