Acquisition and Open Offer

Dechra Pharmaceuticals PLC 12 December 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, MALAYSIA, NEW ZEALAND, SOUTH AFRICA OR AUSTRALIA OR INTO ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW. Dechra Pharmaceuticals PLC 12 December 2007 PROPOSED ACQUISITION OF VETXX, PLACING & OPEN OFFER OF 11,624,544 NEW ORDINARY SHARES AT 303 PENCE PER SHARE ON AN 11 FOR 50 BASIS • Proposed Acquisition of VetXX for a total cash consideration of £61.7 million on a cash free, debt free basis, funded by the Placing and Open Offer of 11,624,544 New Ordinary Shares to raise £35 million (before expenses) and the new Facility Agreement. • VetXX is a leading developer, producer and marketer of companion animal veterinary products exclusively to veterinary professionals and wholesalers. • VetXX provides a compelling strategic fit and shares a similar business model and ambition with Dechra's pharmaceuticals division. • VetXX is based in Denmark and operates through seven European subsidiaries. The business employs approximately 165 employees. • The Acquisition gives Dechra a strong European footprint and materially increases Dechra's range of licensed veterinary pharmaceutical products. It will also give Dechra a sales and distribution network to market the enlarged product range and future developed products to veterinary practices and wholesalers within eight European countries, in addition to the UK and Ireland in which Dechra currently operates. • Key managers of VetXX will be joining the Enlarged Group and Dechra welcomes their experience and expertise. • The Acquisition is anticipated to be earnings enhancing (before amortisation and exceptional costs) in the first full year and significantly earnings enhancing thereafter. • Following completion of the Acquisition, Dechra's strategy will be unchanged, namely to seek to deliver medium to long-term growth through the development, by way of organic growth and acquisition, of its own branded veterinary pharmaceutical portfolio of both novel and generic products and the licensing of these key products into international markets. The Acquisition will complement and expand the Enlarged Group's offering and help accelerate this strategy. • Under the Open Offer, 11,624,544 New Ordinary Shares are to be conditionally placed with institutional and other investors, subject to clawback to satisfy valid applications by Qualifying Shareholders. 'We welcome the opportunity to add VetXX to the Group. The business will create a stronger European footprint and materially increase Dechra's range of licensed veterinary pharmaceutical products. It will also allow us to generate efficiency savings and enhanced opportunities to develop our pharmaceuticals revenue and profit base. In addition, VetXX will give Dechra access to an established distribution network to market the enlarged product range and future developed products to veterinary practices and wholesalers within eight European countries, in addition to the UK and Ireland which we currently serve.' Ian Page, Chief Executive Enquiries: Ian Page, Chief Executive Fiona Tooley, Director Jonathan Roe, Managing Director Simon Evans, Keith Gabriel, Senior Account Christian Littlewood, Group Finance Director Manager Director Chris Treneman, Managing Director Dechra Pharmaceuticals PLC Citigate Dewe Rogerson Dresdner Kleinwort Tel: +44 (0) 1782 771100 Tel: +44 (0) 121 455 8370 Tel: +44 (0) 207 623 8000 Mobile:+44 (0) 7775 642222 (IP) Mobile: +44 (0)7785 703523 (FMT) Lynn Drummond, Managing Director Rothschild Tel: +44 (0)20 7280 5000 www.dechra.com corporate.enquiries@dechra.com Editors Note: Dechra Pharmaceuticals PLC (LSE Ticker: DPH) Dechra currently operates under two divisions; Pharmaceuticals and Services. Both divisions are focused on the veterinary market with a key area of specialisation being on companion animal products. The Group currently employs over 760 people across its 17 locations in the UK and USA. Trade Marks appear throughout this release in italics. Dechra and the Dechra ' D' logo are registered Trade Marks of Dechra Pharmaceuticals PLC. This summary should be read in conjunction with the full text of the following announcement. Appendix I sets out the expected timetable of principal events. Appendix II sets out the risk factors to be considered carefully by shareholders and other investors. Appendix III sets out the terms and conditions of the Placing. Appendix IV sets out definitions of terms used in this announcement. This announcement has been issued by and is the sole responsibility of Dechra. Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting as financial adviser, sponsor and broker to Dechra and is acting for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Dechra for providing the protections afforded to customers of Dresdner Kleinwort Limited, or for affording advice in relation to the contents of this announcement or any matters referred to herein. N M Rothschild & Sons Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as financial adviser to Dechra and no one else in relation to the transaction and will not be responsible to anyone other than Dechra for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to the proposed transaction. This announcement does not constitute an offer to sell or the solicitation of an offer to acquire or subscribe for New Ordinary Shares and/or to take up any entitlements. The offer to acquire New Ordinary Shares pursuant to the proposed Open Offer will be made solely on the basis of the information contained in the Prospectus to be published in connection with the proposed Open Offer. The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Japan, Malaysia, New Zealand, South Africa or Australia or in any jurisdiction where to do so would breach any applicable law. This announcement is not an offer of securities for sale in, into or from the United States, Canada, Japan, Malaysia, New Zealand, South Africa or Australia. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (as amended) or under any relevant securities laws of any state or other jurisdiction of the United States, and will not qualify for distribution under any of the relevant securities laws of Canada, Japan, Malaysia, New Zealand, South Africa or Australia. Accordingly, the New Ordinary Shares may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States (absent registration or an applicable exemption from registration) or within Canada, Japan, Malaysia, New Zealand, South Africa or Australia. The availability of the Placing and Open Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Certain statements in this announcement are forward-looking statements. Such statements speak only as at the date of this announcement, are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this announcement is subject to change without notice and (except as required by the Listing Rules, the Disclosure Rules and Transparency Rules, the Prospectus Rules, the London Stock Exchange or otherwise by law) neither the Company nor Dresdner Kleinwort Limited assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of Dechra for the current year or future years will necessarily match or exceed the historical or published earnings of Dechra. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, MALAYSIA, NEW ZEALAND, SOUTH AFRICA OR AUSTRALIA OR INTO ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW. PROPOSED ACQUISITION OF VETXX PLACING & OPEN OFFER OF 11,624,544 NEW ORDINARY SHARES AT 303 PENCE PER SHARE ON AN 11 FOR 50 BASIS 1. Introduction Dechra announces today that it has conditionally agreed to acquire the entire issued and to be issued share capital of VetXX for £61.7 million on a cash free, debt free basis, payable in cash upon completion. VetXX is a leading developer, producer and marketer of veterinary products exclusively to veterinary professionals and wholesalers. VetXX is based in Denmark and markets its products across ten EU countries and supplies into a further ten countries internationally. The Dechra Board believes that the Acquisition represents an excellent opportunity for Dechra to strengthen significantly its market position in Europe, benefit from an enhanced product range, increase its customer base, generate efficiency savings and develop its pharmaceuticals revenue and profit base. The Acquisition will be funded through a mixture of the proceeds of the Placing & Open Offer, as set out below, and additional debt pursuant to the Facility Agreement. In view of its size, the Acquisition is conditional, inter alia, on Dechra Shareholder approval as required by the Listing Rules. Under the Placing & Open Offer, Dechra will raise gross proceeds of approximately £35 million by way of the issue of 11,624,544 New Ordinary Shares at a price of 303 pence per share. Under the Open Offer, 11,624,544 New Ordinary Shares are to be conditionally placed with institutional and other investors, subject to clawback to satisfy valid applications by Qualifying Shareholders. The Placing & Open Offer will be made on the basis of 11 New Ordinary Shares for every 50 Existing Ordinary Shares held on the Record Date. The Issue Price of 303 pence per share represents a discount of 9.8 per cent. to the Closing Price of 336 pence per share on 11 December 2007, being the last business day before the announcement of the Placing & Open Offer. Dresdner Kleinwort has agreed, pursuant to the Placing Agreement, to procure subscribers, failing which to subscribe itself for any New Ordinary Shares not taken up under the Open Offer by Qualifying Shareholders. The Placing & Open Offer is being made to all Qualifying Shareholders on the register of members of the Company at the close of business on 10 December 2007. The Placing & Open Offer is subject to the Resolutions being passed and will not be completed if Shareholder approval for the Acquisition is not obtained. The net proceeds of the Placing & Open Offer are to be used to partly finance the Acquisition together with associated transaction costs. The Placing & Open Offer is not, however, conditional upon the completion of the Acquisition. In the event that the Resolutions are passed and the Placing & Open Offer subsequently becomes unconditional but the Acquisition does not, the Directors of Dechra will determine the appropriate level of monies to return to Shareholders and the appropriate manner in which to do so. 2. Background to and reasons for the Acquisition The Board of Dechra believes that, within the companion animal veterinary products market, the Acquisition gives Dechra a strong European footprint and materially increases Dechra's range of licensed veterinary pharmaceutical products. The Acquisition will give Dechra access to a sales and distribution network to market the enlarged product range and future developed products to veterinary practices and wholesalers within 8 European countries, in addition to the UK and Ireland which Dechra currently addresses. The Board of Dechra believes that VetXX provides a compelling strategic fit and shares a similar business model and ambition with Dechra's pharmaceuticals division. In particular, both companies: • Research and develop proprietary veterinary products; • Operate within the same target specialist veterinary markets; • Have common skills and competencies; and • Are focused on marketing companion animal products. The Board believes that the combination of the two businesses will achieve the following advantages: • The Acquisition will develop Dechra's pharmaceuticals revenue and profit base; • The enhanced product range will allow improved utilisation of the Enlarged Group's sales and marketing infrastructure; • The combined European footprint will allow Dechra to increase its returns, within mainland Europe, on existing and future pharmaceutical products; • The increased regulatory skill bases and critical mass should create greater scope for product development and improve regulatory capabilities; and • The Enlarged Group will become a more attractive marketing partner for other pharmaceutical development companies. In addition, the Board of Dechra anticipates that, over time, revenue and cost synergies can be realised. The Board of Dechra believes that the Acquisition will be earnings enhancing (before amortisation and exceptional costs) in the first full financial year following Completion. Thereafter, as further material revenue and cost synergies are realised, the Board of Dechra believes the Acquisition will be significantly earnings enhancing. This statement should not be interpreted to mean that Dechra's future earnings per share will necessarily match or exceed its historical earnings per share. 3. Summary information on Dechra a. Business overview Dechra is a pharmaceutical company focused on the veterinary market with its key area of specialisation being companion animal products. Dechra was founded in 1997 following a management buy out from Lloyds Chemists. The Company was admitted to the Official List in 2000. The Company's headquarters are in Stoke-on-Trent and it currently employs approximately 760 staff globally. The Group's strategic focus is to deliver medium to long-term growth through the development, both organically and by way of acquisition, of its branded veterinary pharmaceutical portfolio of both novel and generic products, together with the licensing of these key products into international markets. The Group comprises two divisions, namely Pharmaceuticals and Services. Pharmaceuticals During the year ended 30 June 2007, Dechra's Pharmaceuticals division had revenue of £26.6 million (2006: £23.3 million) and an operating profit of £6.1 million (2006: £4.9 million) (representing 10 per cent. and 39 per cent. respectively of Dechra's revenue and operating profit before central costs). Product development is focused entirely on prescription only veterinary medicines for dogs, cats and horses, with the main area of specialisation being endocrinology. Most projects utilise existing pharmaceutical entities that are used within the human market, therefore the majority of product creation is development and not research based. During the last five years Dechra's Pharmaceuticals division has licensed four new specialist products, the largest of which in revenue terms are Vetoryl(R) Capsules and Felimazole(R) Tablets. Vetoryl is a novel and patented product for the treatment of Cushing's Disease (excess cortisol or hyperadrenocorticism) in dogs. It is the only licensed product within the EU and is the only recognised safe and efficacious product for the treatment of Cushing's Disease around the world. Launched in the UK on a provisional marketing authorisation in September 2001, Vetoryl has now achieved mutual recognition for approval within Europe. In the year ended 30 June 2007 sales of Vetoryl Capsules were £4.5 million, up 56.8 per cent. on 2006. Felimazole is the first veterinary licensed product for the treatment of feline hyperthyroidism. Felimazole received marketing approval for the UK and was launched into most major EU territories at the end of 2005. In the year ended 30 June 2007 sales of Felimazole Tablets were £3.4 million, up 39.0 per cent. on 2006. In addition, Dechra is an important provider of equine medicine. Equipalazone(R), which Dechra sells within the EU, is the market leading equine non-steroidal anti-inflammatory drug. Dechra's Pharmaceuticals division comprises three business units. i) Dechra Veterinary Products Europe ('DVP EU') Located in Shrewsbury and employing approximately 67 people, DVP EU markets and sells Dechra's branded and licensed veterinary pharmaceuticals in the UK and manages the Company's relationships with its EU partners. The business has over 40 registered pharmaceutical products licenced within the UK and Ireland and has four products licensed in the EU. Of these products, the top three products (Vetoryl, Felimazole and Equipalazone) represented approximately 40 per cent. of Dechra Pharmaceuticals division's revenue in the year ended 30 June 2007. Additionally, DVP EU has a number of marketing agreements to market other parties' products into parts of the EU (including Thyroxyl, Domidine(R), Sedator (R), Oxyglobin(R) and Ovuplant(R)). DVP EU also supplies instruments and consumables to UK veterinary practices under the brand name 'Arnolds'. Revenue from instruments and consumables in the year ended 30 June 2007 totalled £3.8 million (2006: £3.9 million). ii) Dechra Veterinary Products United States of America ('DVP US') Established in 2005 and located in Kansas City, DVP US currently employs seven people. In addition to currently selling Dechra's Pharmaderm product range, DVP US is at the advanced stage of licensing veterinary pharmaceutical products Vetoryl and Felimazole, each with full FDA submissions being targeted to be completed by the end of 2008. It is the Company's intention to distribute its products through its existing network of veterinary suppliers within the US. These suppliers will also provide first line sales support to DVP US. iii) Dales Pharmaceuticals ('Dales') Located in Skipton and employing approximately 155 people, Dales is a Medicines and Healthcare Regulatory Agency ('MHRA') approved pharmaceutical manufacturer with multi-competence in both scale and dose form. Dales manufactures the majority of the Company's own branded licensed pharmaceutical products, which are marketed through DVP, but also derives approximately 50 per cent. of its revenues from third party manufacture, predominately for human pharmaceutical companies. In the year ended 30 June 2007 Dales achieved third party manufacturing revenues of £6.2 million (2006: £5.8 million). Services During the year ended 30 June 2007, Dechra's Services division had revenue of £234.2 million (2006: £215.6 million) and an operating profit of £9.5 million (2006: £8.7 million) (representing 90 per cent. and 61 per cent. respectively of Dechra's revenue and operating profit before central costs). It comprises two business units. i) National Veterinary Services ('NVS(R)') Located in Stoke-on-Trent and employing approximately 460 people, NVS is the UK's market leader in the supply of veterinary products to veterinary practices and other approved outlets, as measured by market share. NVS stocks a range of over 12,000 products including pharmaceuticals, pet products, consumables and accessories. NVS distributes to over 1,700 customers daily utilising its own fleet of vans and HGVs. NVS has also developed a range of IT solutions for veterinary practices which are branded 'Vetcom(R)'. NVS distributes daily from its centralised warehouse to over 1,500 veterinary practices, pharmacies or agricultural merchants. Approximately 60 per cent. of its products are companion animal related. In the year ended 30 June 2007, NVS generated revenue of £229.8 million (2006: £211.8m) having grown faster than the market and having increased its operating margin. ii) Laboratories NationWide Laboratories ('NWL') operates out of three locations, Poulton-le-Fylde (Lancashire), Leeds (Yorkshire) and Swanscombe (Kent). NWL is a first referral veterinary laboratory providing histology, pathology, haematology, chemistry and microbiology services to veterinary practices. NWL was the first commercial veterinary laboratory to gain UKAS (United Kingdom Accreditation Service) approval. NWL also offers other services such as Allervet (R), a pet and equine allergy testing programme and Petscreen, a chemotherapy sensitivity test for small animal tumours. Dechra's second UK-based laboratory business is Cambridge Specialist Laboratory Services (CSLS). Located in Sawston and employing seven people, CSLS operates as a first and second referral laboratory with its key expertise being endocrinology and related services. The business provides precise assays which support the dosage regimes and patient monitoring of Dechra's key products, Vetoryl and Felimazole Tablets. In the year ended 30 June 2007, the laboratories generated revenue of £4.4 million (2006: £3.8m). During the period, exceptional investment was made in setting up the Swanscombe Laboratory. b. Key markets The companion animal veterinary pharmaceutical product market The veterinary market for companion animal products is dominated by North America, Western Europe and Japan. Within the UK, being Dechra's key geography, the Board believes there are some seven million dogs, nine million cats and one million horses. The UK companion animal market is considered to be highly advanced in terms of spend per animal and veterinarian competence. The US represents the biggest companion animal market in the world with an estimated 70 million dogs, 80 million cats and seven million horses. Sources indicate that Americans spend more per companion animal than any other nation. American veterinarians are very advanced in their knowledge of small animal medicine, a key advantage when marketing specialised products such as Dechra's own brands. The US represents an important strategic market for Dechra. The acquisition of Pharmaderm Animal Health in May 2007, part of the US commercial division of Altana Inc, has provided Dechra with the exclusive marketing and distribution rights for a range of veterinary licensed ophthalmic, otic and dermatological products and the opportunity to develop new licences for both the North American and European markets. This agreement provides the opportunity to increase sales and to strengthen Dechra's profile and brand awareness within the American market ahead of approval by the FDA of Dechra's own developed products. In addition, the Group has recently acquired the intellectual property for Equidone (R) Gel, an equine product, which is at an advanced stage of development for the US market. The Board believes that Continental Europe, in terms of the number of animals, is commensurate with the US, however, the market size is currently smaller as fewer pets have regular contact with veterinarians and, with the exception of some major conurbations, small animal veterinary science is not as advanced. However, the companion animal market is developing quickly in Northern Europe. The Board of Dechra believes that Europe, therefore, represents an important growth opportunity for Dechra. The UK supply of veterinary companion animal pharmaceutical products market The Board of Dechra estimates that NVS has a market share of approximately 44 per cent. of the UK veterinary wholesale market, measured by value, making it the market leader. Within the industry there has been consolidation over the years, resulting in three key players, being NVS, Dunlops and Centaur Services. Over the last year the market has grown approximately 7.8 per cent. by value. (Source: GfK). c. Financial information The selected financial information set out below in respect of the consolidated information prepared under IFRS, as at and for the year ended under IFRS, as at and 30 June 2005 is extracted without material adjustment from the comparative information for that year which was presented in the 2006 audited financial statements. The consolidated financial information, prepared under IFRS, as at and for the years ended 30 June 2006 and 30 June 2007 is extracted without material adjustment from the 2006 and 2007 audited financial statements. Year ended 30 June 2005 2006 2007 £ million £ million £ million Revenue 210.3 232.5 253.8 Gross profit 29.7 33.3 36.9 Operating profit 11.3 12.3 13.8 Profit before tax 9.7 11.0 12.6 Profit after tax 7.0 7.6 8.8 Net (debt)/cash (4.9) 1.1 1.0 Net assets 17.6 23.9 30.5 Over the three-year period, Dechra has experienced good growth in both revenue and profits, resulting from an increase in sales in both Dechra's Pharmaceuticals and Services divisions. In addition, over the period additional revenue and capital investment has been made in the business, including developing new pharmaceutical products, establishing a presence in the US and expanding the laboratory business. 4. Summary information on VetXX a) Overview VetXX develops, manufactures and markets companion animal veterinary pharmaceutical and dietary products for veterinary wholesalers and professionals. Products include medicines for the treatment of skin, ear and eye diseases and tailored life-stage and therapeutic diets. In addition the business has a range of companion animal care products including ear cleaning goods and specialist shampoos. The Board of Dechra believes that VetXX is well regarded in the companion veterinary markets it serves and offers its customers a high quality product range. VetXX was incorporated in February 2005 to bring together the companion animal products in Leo Pharmaceuticals A/S. The business was acquired by its management team backed by Montagu Private Equity. As at 1 November 2007, VetXX had approximately 165 employees worldwide. VetXX is based in Denmark where in addition to its head office it has warehousing and manufacturing facilities. In addition to manufacturing a number of its own products, it manufactures products for third parties. It has sales offices in Norway, Finland, Sweden, Holland, Spain, France and the UK. It also supplies through distributor agreements into other countries, including Japan and Germany. Transport from VetXX's warehouse facility to the end customer is carried out by a third party haulage company under a long term agreement. b) Products VetXX operates within three product sectors all targeted at the veterinary market: i) Pharmaceuticals During the year ended 31 December 2006, Pharmaceuticals represented approximately 37 per cent. of VetXX's revenue and 47 per cent. of VetXX's gross profit. VetXX develops, manufactures and markets veterinary medicines for the treatment of skin, ear and eye diseases in cats and dogs. Third party products represent less than 10 per cent. of VetXX's manufacturing output. Pharmaceuticals key products include: - Canaural- a treatment for otitis externa and ear mites in dogs and cats; - Fuciderm- a treatment for surface pyoderma in dogs; - Fucithalmic- a gel for the treatment of conjunctivitis in dogs and cats; and - Malaseb- a shampoo containing a fungicidial and bacterial treatment for dermatitis in dogs. The product is currently only sold in the UK and is under development to market across continental Europe. Together the above products represented approximately 31 per cent. of VetXX's total revenue in the year ended 31 December 2006. VetXX launched Flexicam oral suspension, a generic Non Steroidal Anti Inflammatory Drug for the control of pain and inflammation in dogs with arthritis, in February 2007. VetXX either owns or licences, on a perpetuity basis, all the intellectual property attaching to the Pharmaceutical products. The manufacturing of the goods is a combination of in-house and external production, with all the goods stored at VetXX's central warehouse and then delivered via its haulage partners to wholesalers and distributors. ii) Diets During the year ended 31 December 2006, Diets represented approximately 55 per cent. of VetXX's turnover and 45 per cent. of VetXX's gross profit. VetXX has two main pet diet product ranges, being SPECIFIC(TM)for dogs and SPECIFICfor cats. Each range offers tailored life-stage and therapeutic diets. The therapeutic products represent approximately 70 per cent. of diet sales in the year ended 31 December 2006 and seek to address issues such as diabetes, arthritis and urinary, kidney, liver and heart problems. All the intellectual property for the products was generated by, and is owned by, VetXX. The products are manufactured externally and then sent to VetXX's central warehouse. The products are marketed exclusively to veterinary practices and are sold directly to surgeons in Scandinavia and through wholesalers and distributors on a global basis. iii) Care During the year ended 31 December 2006, the Care division represented approximately eight per cent. of VetXX's turnover and eight per cent. of VetXX's gross profit. The Care division's two key products are CleanAural and Neutrale. CleanAural is a no sting ear cleaner for frequent use for ears producing excess wax. Neutrale is a range of specialist shampoos for skin conditions in dogs. The Care products are manufactured by VetXX and stored at its central warehouse. The products are marketed exclusively to veterinary practices and are sold directly to veterinary surgeons in Scandinavia and through wholesalers and distributors on a global basis. c) Key markets and customers VetXX employs a total of approximately 58 sales people across Europe, who market the products directly to veterinary practices and wholesalers in ten European countries, including the UK and Ireland, which Dechra currently addresses. Other territories are serviced via marketing agreements, sales from which represented 12 per cent. of revenue in the year ended 31 December 2006. The United Kingdom and France are VetXX's most significant territories, together representing approximately 45 per cent. of total revenue in the year ended 31 December 2006. d) Financial information As VetXX commenced trading in April 2005 following the combination of a number of trading assets and businesses in the Leo Pharmaceuticals A/S group, it has a limited historical trading record. VetXX's first reporting period covered the period from 21 February 2005 to 31 December 2005. Reconstruction of VetXX financial information for the period from 1 January 2004 to 20 February 2005 would have involved the separate identification and carve out of the revenue streams, cost bases and net assets from a number of Leo Pharmaceuticals A/S legal entities. Whilst statutory information is available for these entities as a whole, neither the Directors of Dechra nor VetXX management have access to any trading history or cost information for the separate activities and results of the businesses acquired by VetXX for the period from 1 January 2004 to 20 February 2005. As a result, and as stated above this announcement sets out financial information on VetXX for the period from 21 February 2005 to 31 December 2006 only. The selected financial information set out below for the period from 21 February 2005 to 31 December 2006 has been extracted without material adjustment from historical financial information on VetXX. Period ended Year ended 31 December 31 December 2005 2006 £ million £ million Revenue 24.0 31.8 Operating profit (before depreciation and amortisation) 1.7 2.7 Adjusted operating profit (before depreciation and amortisation) 4.0 4.0 Net loss (3.6) (4.8) Net debt (51.8) (54.1) Gross assets 69.0 65.5 Net liabilities (2.6) (7.3) Whilst VetXX was formed as a legal entity on 21 February 2005, the transfer of trading assets into the business was completed in early April 2005. Accordingly, the Board of Dechra believes that the results for the period ended 31 December 2005 effectively represent a nine month trading period. The annualised financial information stated below, in respect of VetXX, for the period ended 31 December 2005 is based on financial information for the period from 21 February 2005 to 31 December 2005 assuming that no trading took place prior to 4 April 2005 (i.e. the reported financial information is multiplied by 12/9). Change in revenue for the period ended 31 December 2005 to the year ended 31 December 2006 On an annualised basis, total revenue was approximately flat. On an annualised basis, Pharmaceutical and Care product revenues grew 5.1 per cent. (to £12.3 million) and 2.3 per cent. (to £2.7 million) respectively. On an annualised basis, Diet sales fell by 3.4 per cent. to £18.1 million between 2005 and 2006. The fall in Diet sales was a result mostly of the re-branding of some of VetXX's Diet products made necessary following the change of ownership in the previous year, supply issues upon the launch of the rebranded Diet products, additional discounts granted upon the relaunch of these products and certain other identified issues in France. These issues have subsequently been addressed and VetXX has restocked its inventory of Diet products. Change in adjusted operating profits for the period ended 31 December 2005 to the year ended 31 December 2006 Annualised gross profit (before staff costs and other expenses) was broadly flat at approximately £20.4 million for both periods, representing overall gross margins of 63.7 per cent. in 2005 and 64.3 per cent. in 2006. Operating costs (consisting of staff costs and other expenses) totalled £13.6 million in the period ended 31 December 2005 and £17.7 million in the year ended 31 December 2006. Over the two periods, VetXX incurred a number of one-off costs relating to the re-organisation and restructuring following the change in ownership. These included re-branding and re-launching the VetXX product line and related fees, IT and consulting fees and costs incurred in re-organising the senior management team. In total, the Board of Dechra estimate these costs amounted to £2.3 million in the period ended 31 December 2005 and £1.3 million in the year ended 31 December 2006. After adjusting for these items, on an annualised basis, operating costs were £15.1 million for the period ended 31 December 2005 and £16.4 million for the year ended 31 December 2006, representing an increase of approximately 8.6 per cent. In addtion to normal inflationary increases, the increase was in part, as a result of additional headcount to position the business for future growth. As a result of the above, adjusted operating profit (before depreciation and amortisation) was £4.0 million in both the period ended 31 December 2005 and in the year ended 31 December 2006. On an annualised basis, adjusted operating profits fell £1.3 million as a result of the fall in Diet sales as outlined above. Current trading VetXX trading in the eleven months ended 30 November 2007 Overall trading in the eleven months to 30 November 2007 has been encouraging. Total unaudited sales of £31.8 million were 6 per cent. ahead of the corresponding period in 2006 at £30.0 million. This revenue growth is principally driven by VetXX's Pharmaceutical division, where a number of successful product launches, including the Flexicam product range, has generated revenue growth of 12 per cent (to £12.6 million). Care sales were up 11 per cent (to £2.7 million). Having resolved the issues faced in the year ended 31 December 2006, Diet sales were marginally ahead of the corresponding 2006 period. The increase in Pharmaceutical revenue in the period was despite an interruption to the supply of Canaural in the months of October and November due to the relocation of Leo Pharmaceuticals' testing facility. These supply issues have now been resolved and it is expected that the resulting impact on revenue, that is estimated at £0.2 million, will be recovered over the forthcoming months. During the eleven months to 30 November 2007, gross profit (before staff costs and other expenses) improved in comparison with the previous financial year as a result of the increased sales of Pharmaceutical and Care products. This gross profit improvement is despite an increase in the price of certain raw materials used in the production of VetXX's Diet goods, which have yet to be passed onto our major customers as permitted under the contracts. Given the previous investment in the business' cost base, excluding certain one off exceptional items, VetXX's other costs have remained under control. 5. The Enlarged Group - Strategy going forward Following completion of the Acquisition, Dechra's strategy will be unchanged, namely to seek to deliver medium to long-term growth through the development, by way of organic growth and acquisition, of its own branded veterinary pharmaceutical portfolio of both novel and generic products and the licensing of these key products into international markets. The Acquisition will complement and expand the Enlarged Group's offering of companion animal veterinary products and help accelerate this strategy. 6. Management of the Enlarged Group It is intended that the key managers of VetXX will be joining the Enlarged Group and Dechra welcomes their experience and expertise. 7. Key terms of the Acquisition and Facilities Agreement The Acquisition Agreement provides that the aggregate consideration payable in cash on Completion is £30 million plus DKK 330 million. VetXX will be acquired on a cash and debt free basis. Pound for pound adjustments will be made to the consideration to reflect (i) any cash or debt on the balance sheet at 31 December 2007 and (ii) working capital being greater than or less than DKK 27.5 million as at 31 December 2007. The principal ultimate shareholder of VetXX is Montagu Private Equity. As is customary for sales by private equity entities the Acquisition Agreement contains limited warranties and representations in favour of Dechra. Dechra's increased bank facilities will be repayable in instalments over seven years. For the first twelve months the margin on the facility will be between 1.0 per cent. and 1.25 per cent. above LIBOR. Thereafter the margin varies depending upon Dechra's ratio of net debt to EBITDA. There are a number of events of default in relation to the facility that are customary for an agreement of this nature. The increased bank facilities are in place and the appropriate amounts are available for draw down in sterling and DKK in order to complete the Acquisition. The Acquisition is conditional upon the approval of Shareholders and on Admission. In the event that the acquisition is not approved, Dechra has agreed to pay VetXX a fee of £250,000. 8. Financing structure The Acquisition and associated expenses will be partly funded from the net proceeds of the Placing & Open Offer, with the remainder financed by funds available pursuant to the Facility Agreement. The gross proceeds of the Placing & Open Offer will amount to £35 million. The Facility Agreement was entered into on 12 December 2007 between (inter alia) the Company, Bank of Scotland plc and Svenska Handelsbanken AB under which a facility of £60 million will be made available to, amongst other things, partially finance the Acquisition. The Facility Agreement contains customary representations, warranties and covenants in favour of the lenders. 9 Principal terms of the Placing and Open Offer General Under the terms and conditions of the Open Offer, Qualifying Shareholders will be offered the opportunity to acquire the New Ordinary Shares at a price of 303p per New Share pro rata to their holding of Existing Ordinary Shares as at the Record Date free of all commissions and expenses on the following basis: 11 New Ordinary Shares for every 50 Existing Ordinary Shares registered in their name at the Record Date and so in proportion for any other number of Existing Ordinary Shares then held. Entitlements to apply to acquire New Ordinary Shares will be rounded down to the nearest whole number and any fractional entitlement to New Ordinary Shares will be disregarded in calculating Qualifying Holders' entitlements and will be aggregated and placed for the benefit of the Company. Accordingly Shareholders holding fewer than 5 Existing Ordinary Shares will have no entitlement to apply to acquire New Ordinary Shares under the Open Offer. The Placing and Open Offer is expected to raise approximately £31.5 million (net of expenses, including the associated expenses of the Acquisition) and will result in the issue of up to 11,624,544 New Ordinary Shares (representing approximately 18.0 per cent. of the Enlarged Share Capital). The Open Offer has been fully underwritten by Dresdner Kleinwort pursuant to the terms and conditions of the Placing Agreement. Qualifying Shareholders may apply for any number of Open Offer Shares up to their maximum entitlement which, in the case of Qualifying non-CREST Shareholders, will be equal to the number of Open Offer Entitlements as shown on their Application Form or, in the case of Qualifying CREST Shareholders, equal to the number of Open Offer Entitlements credited to their stock account in CREST. Qualifying Shareholders with holdings of existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their entitlements under the Open Offer. No application in excess of a Qualifying Shareholder's maximum entitlement will be met, and any Qualifying Shareholder so applying will be deemed to have applied for its maximum entitlement only. Application will be made for the Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST on 14 December 2007. The Open Offer Entitlements will also be enabled for settlement in CREST on 14 December 2007. Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Qualifying non-CREST Shareholders will receive an Application Form with the Prospectus which will set out their maximum entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements allocated to them. Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements on 14 December 2007. The New Ordinary Shares, when issued and fully paid, will rank in full for all dividends or other distributions declared, made or paid after the date of issue of the New Ordinary Shares and otherwise pari passu in all respects with the Existing Ordinary Shares. The Open Offer is conditional, inter alia, upon: (i) the passing of the Resolutions; (ii) the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission; and (iii) Admission becoming effective by not later than 8.00 a.m. on 9 January 2008 (or such later time and/or date as Dresdner Kleinwort and the Company may agree). Applications will be made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. Admission is expected to occur and dealings are expected to commence in the New Ordinary Shares on 9 January 2008. The latest time and date for acceptance and payment in full in respect of entitlements under the Open Offer is expected to be 10.30 a.m. on 8 January 2008. 10. Current trading and prospects Since 30 June 2007, Dechra has continued to trade in line with management's expectations with revenue for the four months ended 31 October 2007 in the Pharmaceutical and Services divisions 41.7 per cent. and 8.4 per cent. ahead of the comparable prior year periods, respectively. The Board of Dechra is confident in the future performance of the Enlarged Group. The strong current trading of both Dechra and VetXX will be further enhanced by the enlarged product range and the wider distribution infrastructure of the Enlarged Group. In addition, the long term process of product development and approval will be enhanced by the broader knowledge base of the Enlarged Group. 11. Dividend policy The Board of Dechra intend to continue with their progressive dividend policy which will take into account the discount element of the Placing & Open Offer. 12. Restricted Shareholders The attention of Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Ordinary Shares for the benefit of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward this announcement, the Form of Proxy or an Application Form to such persons, is drawn to the information which appears in paragraph 6 of Part III of the Prospectus. In particular, Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to apply to take up their entitlements under the Open Offer. 13. Directors Intentions relating to the Open Offer Each of Michael Redmond, Malcolm Diamond & Neil Warner intend to take up their entitlement in full in respect of an aggregate of 9,285 New Ordinary Shares. Ian Page, Simon Evans and Ed Torr intend to take up part of their entitlements in respect of 16,502, 16,502 and 11,551 New Ordinary Shares respectively. APPENDIX I - EXPECTED TIMETABLE Record Date for the Open Offer Close of business on 10 December 2007 Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders 14 December 2007 Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST 4.30 p.m. on 2 January 2008 Latest time for depositing Open Offer Entitlements in CREST 3.00 p.m. on 3 January 2008 Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) 3.00 p.m. on 4 January 2008 Latest time and date for receipt of completed Forms of Proxy 10.30 a.m. on 6 January 2008 EGM 10.30 a.m. on 8 January 2008 Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) 10.30 a.m. on 8 January 2008 Admission 8.00 a.m. on 9 January 2008 Announcement of results of the Open Offer through a Regulatory Information Service By 8.00 a.m. on 9 January 2008 Dealings expected to commence in New Ordinary Shares 8.00 a.m. on 9 January 2008 Date on which New Ordinary Shares expected to be credited to CREST stock accounts in uncertificated form 9 January 2008 Date for despatch of definitive share certificates for New Ordinary Shares held in certificated form By 16 January 2008 In this announcement an exchange rate of £:DKK of 1:10.42 has been used. Notes: (i) Each of the times and dates set out in the above timetable and mentioned in this announcement and the Application Form is subject to change by the Company (with the agreement of the Underwriter), in which event details of the new times and dates will be notified to the UK Listing Authority and, where appropriate, to Shareholders. (ii) References to times in this announcement are to London time unless otherwise stated. (iii) The dates set out in the 'Expected Timetable' above and mentioned throughout this announcement and in the Acceptance Form may be adjusted by the Company, with the consent of DKIB, in which event details of the new dates will be notified to the UK Listing Authority (or the FSA, as appropriate), the London Stock Exchange and, where appropriate, to Shareholders. (iv) If you have any queries on the procedure for acceptance and payment, you should contact Computershare on 0870 889 4030 (if calling from inside the UK) or +44 870 889 4030 (if calling from outside the UK). Please note that Computershare cannot provide financial advice on the merits of the Open Offer or as to whether or not you should take up your entitlement. APPENDIX II - RISK FACTORS You should carefully consider the risks and uncertainties described below, in addition to the other information in this announcement. The risks and uncertainties described below represent all of those known to the Directors, as at the date of this announcement, which the Directors consider to be material. However, these risks and uncertainties are not the only ones facing the Group; additional risks and uncertainties not presently known to the Directors, or that the Directors currently consider to be immaterial, could also impair the business of the Group. If any or a combination of these risks actually occurs, the business financial condition and operating results of the Group could be adversely affected. In such case, the market price of the New Ordinary Shares could decline and you may lose all or part of your investment. A. General risk factors Forward-looking statements (risks associated with them) This announcement includes statements that are, or may be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans ', 'anticipates', 'targets', 'aims', 'continues', 'expects', 'intends', 'may', ' will', 'would' or 'should' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth strategies and the markets in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: market position of the Group, earnings, financial position, cash flows, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the events described herein and the Group. Forward-looking statements contained in this announcement based on these trends or activities should not be taken as a representation that such trends or activities will continue in the future. Economic and market cycles and volatility The Group's business may be affected by the general risks associated with all companies operating in the same markets as the Group. The overall veterinary market has shown robust growth for many years. However, there have in the past been periods when the market has suffered a significant slow down. This can be caused by external 'shocks' such as BSE or general economic conditions. The Group's past experience has been that these slow downs have tended to be short term in nature. However, given the relatively high operational gearing of National Veterinary Services, in particular, any future slow down could have a material effect on short term profitability. An investment could be affected adversely by changes in economic, political, administrative, taxation or other regulatory factors, in any jurisdiction in which the Group may operate now or in the future. Highly skilled management and personnel The Group is dependent on members of its senior management team and a flexible, highly skilled and well-motivated work force and believes its future success will depend in part on its ability to attract, develop and retain highly skilled management and personnel. If the Group does not succeed in attracting, developing and retaining skilled personnel, it may not be able to grow its business as anticipated. Further, the departure from the Group of any of the Executive Directors or certain senior employees could, in the short term, have a material adverse effect on the Group's business. Key man insurance is currently in place for Ian Page, Simon Evans and Ed Torr. Environmental, health and safety laws, regulations and standards The Group is subject to a broad range of laws, regulations and standards, including those relating to pollution, the health and safety of employees, protection of the public, protection of the environment and the storage and handling of hazardous substances and waste materials. These regulations and standards are becoming increasingly stringent. It is the Group's policy to require that all of its subsidiaries, employees, suppliers and sub-contractors comply with applicable laws, regulations and standards. However, violations of such laws, regulations and standards, in particular, environmental and health and safety laws could result in restrictions on the operations of the Group's sites, damages, fines or other sanctions, increased costs of compliance, potential reputational damage and potential loss of future contracts. B. Risks relating to Dechra and the Enlarged Group Inability to obtain capital/additional finance The Group requires capital for, amongst other things, financing research and development costs. If the cash that the Group generates from its business, together with cash that it may borrow or has borrowed under its credit facilities, is not sufficient in the long term to fund its capital requirements, additional debt and/or equity financing will be required. If such additional financing were not available to fund the Group's capital requirements, revenue and cash flow could decrease, potentially having a material adverse effect on the Company. The Group's ability to obtain additional financing is contingent upon, amongst other things, the covenants and financial ratios contained within its credit facilities. The Articles of the Company also contain restrictions on borrowing powers. The Company cannot be certain that any additional financing that may be required in the future (being the period commencing on the 12 month anniversary of the date of this announcement) will be available on terms which are satisfactory to it. If the Group is unable to obtain sufficient additional capital in the future (being the period commencing on the 12 month anniversary of the date of this announcement), its business could be adversely affected. This should not be treated in any way as qualifying the statement relating to working capital in paragraph 7 of part IX of this announcement. Reduction in demand by customers A large proportion of the Group's customer base consists of customers from professionals in the veterinary industry. A downturn in consumer spending in this sector may decrease the demand for veterinarian services and thus the demand for Dechra's products. The key factors which may cause a temporary or long-term downturn in the veterinarian sector are as follows: • A slow-down in the economies within which the Group operates; and/or • A significant increase in interest rates or other factors affecting end customer demand. A downturn in the veterinarian industry caused by these or other factors could have a material adverse effect on the Group's business, financial condition and cash flows. Increase in competition The UK veterinary pharmaceutical distribution market is highly competitive. The Group is generally able to compete on the basis of quality, geographical reach, breadth of service, expertise, reliability and the price, size, mix and relative attractiveness of its product range. However, market competition could have an adverse impact on the Group's margins and its underlying profitability. The Pharmaceutical division is reliant for most of its profitability and cash flow on a number of key products. If competitor products were to be launched against one or more of these key products this could cause an adverse impact on profitability and cash flow. Regulatory Like the human pharmaceutical industry, the veterinary industry is highly regulated. Major operational sites are required to be licensed either by the MHRA or the Home Office, and products by the Veterinary Medicines Directorate (VMD). Inspections by these bodies are carried out regularly. All pharmaceutical products are required to be approved for sale by the relevant regulatory authority in each territory. The main regulatory risks faced by the Group are: • Failing to operate the businesses in accordance with their licences resulting in disruption to operations; • Potential reclassification of major pharmaceutical products from prescription only to a lower category causing loss of revenue as competing products enter the market; • Failure to satisfy the regulatory authorities on new product submissions causing product launches to be delayed or aborted; and • Changes to the law or adverse reactions causing threat to existing products as a result of removal of the relevant licence or imposition of increased regulatory compliance procedures. Loss of IT systems The Group is dependent on IT systems for the delivery of its business. The Group believes that its IT systems are reliable and well protected but recognises that such systems need constant updating and maintenance because their failure could cause financial loss to the Group as well as damage to its brand and reputation. Insurance The Group believes it has robust, comprehensive and adequate insurance cover but recognises that a claim could be made against it which exceeds the limits of insurance cover or is in respect of a matter that is uninsurable. In those circumstances the Group could suffer financial loss. Currency and interest rate fluctuations Although the Company is an English company which reports in Pounds Sterling, the Group derived approximately 1.0 per cent. of its revenue in Euros in the financial year ended 30 June 2007. Following the Acquisition a significant amount of its assets, liabilities, revenue and costs will be denominated in DKK. These overseas results are translated at the applicable exchange rate, which fluctuates from time to time. Fluctuations in the value of the DKK in relation to the Pound may have a significant impact on the Company's financial condition and results of operations (as reported in Pounds Sterling). Currency fluctuations can also have a significant impact on the Group's consolidated balance sheet, particularly total shareholders' funds, when the financial statements of the non-UK subsidiaries are translated into Pounds Sterling. To mitigate partly this risk, the Group has arranged its financing such that an appropriate amount of its debt is denominated in DKK. There is, therefore, a partial offset against the Group's DKK denominated net assets and earnings and its DKK denominated debt and interest expense. The Group will also be exposed to interest rate risk on its floating rate debt. Fluctuations in interest rates may affect the interest expense on existing debt and the cost of new financings. The Group periodically utilises interest rate hedges to manage and mitigate its exposure to changes in the interest rates. Despite this, the Company's financial condition and results of operations would be adversely affected by an increase in interest rates. C. Risks relating to the Placing & Open Offer and the New Ordinary Shares Fluctuation of Share Price Following Admission the market price of Ordinary Shares could be subject to significant fluctuations due to a change in sentiment in the stock market regarding the Ordinary Shares or securities similar to them or in response to various facts and events. Particular factors which may affect the Company's share price include, but are not limited to, the Group's actual and expected performance, level of activities among customers, speculation regarding mergers or acquisitions involving the Group, activity in relation to major shareholders of the Company as well as change in regulation affecting the Company. Furthermore the Company's share price may fall in response to market appraisal of its current strategy or of the Group's operating results and/or prospects from time to time or below the current market expectations. Possible issue of additional shares The Company may issue additional shares in the future, which may adversely affect the market price of the outstanding Ordinary Shares. The Company has no current plans for a subsequent offering of its shares or of rights or invitations to subscribe for shares. However, it is possible that the Company may decide to issue additional shares in the future. An additional offering of shares by the Company or the public perception that an offering may occur, could have an adverse effect on the market price of the Company's outstanding Ordinary Shares. Dilution of ownership of Ordinary Shares If Qualifying Shareholders do not apply for their full allocation of New Ordinary Shares under the Placing & Open Offer, their proportionate ownership and voting interests in the Ordinary Shares will be reduced, and the percentage that their Existing Ordinary Shares represents of the Enlarged Share Capital will be reduced accordingly. Placing & Open Offer not conditional upon completion of the Acquisition It is possible that following Admission and the Placing & Open Offer becoming wholly unconditional, the Acquisition could cease to be capable of completion. In this case, as the Placing & Open Offer is not conditional upon completion of the Acquisition, the Placing & Open Offer would still be completed and funds would be raised by Dechra. In the event that the Placing & Open Offer proceeds but completion of the Acquisition does not take place, the Directors will determine the appropriate level of monies to return, to Shareholders and the appropriate manner in which to do so. Any return of capital may have adverse tax implications for Shareholders. D. Risks relating to the Acquisition Integration risk Whilst Dechra has past experience in integrating acquisitions, the Enlarged Group's success may in part be dependent upon Dechra's ability to integrate VetXX and any other businesses that it may acquire in the future, without disruption to the existing business. VetXX management The success of the Enlarged Group will, to an extent, depend upon the successful integration and motivation of certain VetXX management personnel. It is possible that failure to retain certain individuals during the integration period will affect the ability to integrate VetXX successfully into the Enlarged Group. Unknown risks associated with VetXX There may be unforeseen legal, regulatory, contractual, labour or other issues arising from the acquisition of VetXX. Operating and financial restrictions as a result of increased debt facilities As a result of the Acquisition, the Enlarged Group will have an increased amount of debt and debt service obligations. This debt could have important adverse consequences insofar as it: • requires the Group to dedicate a significant proportion of its cash flows from operations to fund payments in respect of the debt, thereby reducing the flexibility of the Group to utilise its cash to fund working capital, capital expenditure and other general corporate needs; • increases the Group's vulnerability to adverse general economic industry conditions; • may limit the Group's flexibility in planning for, or reacting to, changes in its business or the industry in which it operates; • may limit the Group's ability to raise additional debt or equity in the future; and • could restrict the Group from making strategic acquisitions or exploiting business opportunities. Limited warranties and representations • The Sale & Purchase Agreement contains limited warranties and representations on the part of the vendor. Accordingly the right of the Company to recover damages or compensation in the event of an undisclosed liability of VetXX coming to light after completion is significantly restricted. APPENDIX III - TERMS AND CONDITIONS OF THE PLACING IMPORTANT INFORMATION FOR PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY OR ON BEHALF OF DRESDNER KLEINWORT LIMITED ('DKIB') WHO ARE 'INVESTMENT PROFESSIONALS' AS DESCRIBED IN ARTICLE 19 OR 'HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC' AS DESCRIBED IN ARTICLE 49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (the 'FPO') OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. The New Ordinary Shares have not been and will not be registered under the United States 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 may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the New Ordinary Shares is being made in the United States. The Placing (as defined below) is being made outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ('Regulation S')) meeting the requirements of Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing and Open Offer. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, South Africa, Malaysia and New Zealand or any other jurisdiction in which such offer or solicitation is or may be unlawful (a ' Prohibited Jurisdiction'). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. The distribution of this announcement, the Placing Letter and/or the Prospectus, the Placing and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by Dechra Pharmaceuticals plc ('the Company') or DKIB or any of their respective Affiliates (as defined below) that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement or any other publicity material relating to such New Ordinary 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 such restrictions. Terms and Conditions of the Placing Any Relevant Person who chooses to participate in the conditional placing by DKIB (the 'Placing') by making or accepting an oral offer for a placing participation subject to clawback to satisfy valid applications under the Open Offer (a 'Placee') is deemed to have read and understood this announcement in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein. Details of the Placing Agreement and the New Ordinary Shares The Company has today entered into a Placing Agreement (the 'Placing Agreement') with DKIB under which DKIB has, subject to the terms set out therein, agreed to use its reasonable endeavours, as agent of the Company, to procure placees to subscribe at the Issue Price for the New Ordinary Shares which are not the subject of valid applications under the Open Offer. DKIB has agreed that to the extent that it does not procure placees to subscribe for such New Ordinary Shares, DKIB will itself subscribe for the balance of any such New Ordinary Shares, as principal, at the Issue Price. The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 1 pence each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the New Ordinary Shares. The New Ordinary Shares will be issued free of any pre-emption rights, encumbrance, lien or other security interest. The Company confirms that, subject to the resolutions being passed at the extraordinary general meeting of the Company of which notice is given in the Prospectus, it is entitled to allot the New Ordinary Shares pursuant to section 80 of the Companies Act 1985 as amended, as if section 89(1) of that Act did not apply to such allotment. Application for listing and admission to trading Application will be made to the FSA as the competent authority for listing for admission of the New Ordinary Shares to the Official List maintained by the FSA in accordance with section 74(1) of FSMA for the purposes of part VI of FSMA and to the London Stock Exchange plc (the 'London Stock Exchange') for admission to trading of the New Ordinary Shares on the London Stock Exchange's market for listed securities ('Admission'). It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 9 January 2008. Participation in, and principal terms of, the Placing Each of DKIB and its respective Affiliates (as defined below) is entitled to participate as a Placee. The price payable per New Share shall be the Issue Price. Prospective Placees will be identified and contacted by DKIB. The Placing is expected to close no later than 5.00 p.m. London time on 12 December 2007, but may be closed earlier at the sole discretion of DKIB. DKIB may, in its sole discretion, accept offers to subscribe for New Ordinary Shares after the Placing has closed. All of the New Ordinary Shares under the Placing will be placed conditionally, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. DKIB is sending today to prospective Placees a pricing proof ('P Proof') of the Prospectus. DKIB will confirm orally to Placees the size of their respective placing participations (the 'Placing Participation') and a written confirmation (a 'Placing Letter') will be dispatched as soon as possible thereafter. DKIB's oral confirmation of the Placing Participation and each Placee's oral commitments to accept the same will constitute a legally binding agreement pursuant to which each such Placee will be required to subscribe for the number of New Ordinary Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out herein and the Prospectus. DKIB's oral confirmation will also include details of any commissions payable to the Placees in respect of their Placing Participation (details of which will also be included in the Placing Letter). A Form of Confirmation will be included with each Placing Letter and this should be completed and returned to Simon Green at DKIB by fax or email by 3 p.m. on 13 December 2007. In the event that the conditions set out in the Placing Agreement are not satisfied in accordance with their terms or waived, or if DKIB exercises its right to terminate the Placing Agreement in accordance with its terms (see further below Rights of Termination), the placing commissions will not be payable. On the basis that Application Forms are posted to Qualifying non-CREST Shareholders on 13 December 2007 and Open Offer Entitlements in respect of New Ordinary Shares are credited to accounts maintained by Qualifying CREST Shareholders within the CREST System with effect from 14 December 2007, the Open Offer of New Ordinary Shares will be deemed to have been declined in respect of New Ordinary Shares which are not the subject of valid applications in accordance with the terms of the Open Offer by 10.30 a.m. on 8 January 2008. The number of New Ordinary Shares to be subscribed by Placees, after taking account of clawback, will be notified as soon as possible thereafter but not later than the close of business on, 9 January 2008, for settlement in cleared funds by 12 p.m. on 14 January 2008 or by the Placee ensuring that its CREST account enables delivery of such New Ordinary Shares to be made to it on 14 January 2008 against payment of the settlement price. DKIB reserves the right to scale back the number of New Ordinary Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. DKIB also reserves the right not to accept offers to subscribe New Ordinary Shares or to accept such offers in part rather than in whole. The acceptance of offers shall be at the absolute discretion of DKIB. DKIB shall be entitled to effect the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither DKIB, any holding company thereof, nor any subsidiary, branch or affiliate of DKIB (each an 'Affiliate') nor any person acting on their behalf shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither DKIB, any Affiliate thereof nor any person acting on their behalf shall have any liability in respect of its conduct of the Placing or of such alternative method of effecting the Placing as it may determine. Each Placee's Placing Participation may be reduced by the number of New Ordinary Shares taken up and paid for by the Placee and/or funds under its management or control under the Open Offer. In order to elect to take advantage of the set-off arrangements described in this paragraph, in addition to complying with the appropriate application procedure in respect of the Open Offer, Placees must notify the Receiving Agent by no later than 10.30 a.m. 8 January 2008 of the number of New Ordinary Shares (if any) which the Placee or its funds are taking up under the Open Offer and in respect of which set-off is being claimed. A set-off application form will be made available in due course. Placees receiving their entitlement through the CREST system must still ensure that the set-off application form is completed and returned to the Registrars by no later than 10.30 a.m. on 8 January 2008. Any Placee which fails to notify the Receiving Agent in this manner will be deemed to have waived its right to claim set-off in respect of any New Ordinary Shares so taken up under the Open Offer. All obligations of DKIB under the Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing'. Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of DKIB under the Placing Agreement are conditional, inter alia, on: 1. the formal approval by the UK Listing Authority of the Prospectus as a prospectus by not later than 13 December 2007 (and there being no material differences between the final version of the Prospectus and the P Proof); 2. Admission occurring by no later than 8.00 a.m. on 9 January 2008 (or such later date,as DKIB and the Company may agree); 3. the Company complying with its obligations under the Placing Agreement to the extent they fall to be performed prior to Admission including the delivery, on the day of (and prior to) Admission, to DKIB of a certificate confirming, inter alia, that none of the representations, warranties and undertakings given by the Company in the Placing Agreement has been breached or is unfulfilled or was untrue, inaccurate or misleading when made or would be breached or unfulfilled or be untrue, inaccurate or misleading were it to be repeated by reference to the facts subsisting on the date of Admission; 4. the allotment, subject to Admission of the New Ordinary Shares in accordance with the Placing Agreement; 5. the Acquisition Agreement having been executed and not having been terminated prior to Admission; 6. there having been no development or event (nor any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which will or is likely to have a material adverse effect on the condition (financial or otherwise), prospects, management, results or operations, financial position, business or general affairs of the Company or of the Group, respectively; 7. the resolutions to be proposed at the extraordinary general meeting of the Company (of which notice has been given in the Circular) being passed; and 8. the Company having applied to Euroclear for admission of the Open Offer Entitlements to CREST as participating securities and no notification having been received from Euroclear that such admission has been or is to be refused. If (a) the conditions are not fulfilled or (to the extent permitted under the Placing Agreement) waived by DKIB, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. DKIB shall not have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally. By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under 'Right to terminate under the Placing Agreement' below, and will not be capable of rescission or termination by the Placee. Right to terminate under the Placing Agreement DKIB may, at any time before Admission, terminate the Placing Agreement by giving notice to the Company if: 1. in the opinion of DKIB, any of the warranties given by the Company in the Placing Agreement are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the relevant time when the notice referred to above is given, in each case, in any material respect (provided that, in this context, 'material' means material in the context of the Placing and Open Offer as determined by DKIB in its sole opinion, acting in good faith); or 2. in the opinion of DKIB, the Company fails to comply with any of its obligations under the Placing Agreement or under the Acquisition Agreement which is material in the context of the Placing and Open Offer; or 3. in the opinion of DKIB, there has been a material adverse change in the financial or trading position or prospects of the Group, which makes it inadvisable or impractical to proceed with the Placing and Open Offer, provided that a fall in the trading price of the Ordinary Shares shall not, of itself, give rise to a right of termination; or 4. in the absolute discretion of DKIB, there has been a change in national or international financial, political, economic or stock market conditions (primary or secondary); an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking as would be likely to prejudice the success of the Placing and Open Offer; or 5. any new matter or circumstance arises before the date of Admission, and as a result of such matter or circumstance, it is necessary to amend or supplement the Prospectus, in order that the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading or in order to ensure the Prospectus complies with the Companies Act 1985 and 2006, the FSM Act, the Listing Rules, the Prospectus Rules, the Regulations and all other statutes and governmental and regulatory authority regulations applicable to the Placing and Open Offer. By participating in the Placing, each Placee agrees with DKIB that the exercise by DKIB of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of DKIB and that DKIB need not make any reference to the Placee in this regard and that, to the fullest extent permitted by law, DKIB shall not have any liability whatsoever to the Placee in connection with any such exercise. Prospectus The Prospectus (which will include a prospectus for the purposes of section 85 of the Financial Services and Markets Act 2000 and a circular for the purposes of Chapter 13 of the Listing Rules) is expected to be published in connection with the Placing and Open Offer on 13 December 2007. The Prospectus is expected to be submitted for the approval of the UK Listing Authority shortly before its publication. Placees' commitments will be made solely on the basis of the information contained in this announcement, the Prospectus and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the Listing Rules). Each Placee, by accepting its Placing Participation, agrees that the content of this announcement and the Prospectus is exclusively the responsibility of the Company and confirms to DKIB and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of DKIB (other than the amount of the relevant Placing Participation and the amount of conditional placing commissions communicated by DKIB in the oral confirmation and the Placing Letter), or any of its Affiliates, any persons acting on its behalf or the Company other than the Prospectus and none of DKIB any of its Affiliates, any persons acting on its behalf or the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons other than the Prospectus). By participating in the Placing, each Placee acknowledges and agrees, to DKIB for itself and as agent for the Company that, except in relation to the information contained in this announcement and the Prospectus, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. Registration and settlement Settlement of transactions in the New Ordinary Shares (ISIN GB0009633180) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. DKIB reserves the right to require settlement for and delivery of the New Ordinary Shares to Placees by such other means that it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction. Following the results of the Open Offer and the determination of the final number of New Ordinary Shares for which valid applications have been received under the Open Offer, each Placee allocated New Ordinary Shares in the Placing will be sent a trade confirmation stating the final number of New Ordinary Shares allocated to it, the aggregate amount owed by such Placee to DKIB and settlement instructions. Placees should settle against CREST ID: 318. It is expected that such trade confirmation will be despatched on 9 January 2008 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with DKIB. It is expected that settlement will be on 14 January 2008 on a T+3 basis in accordance with the instructions set out in the trade confirmation. Each Placee is deemed to agree that if it does not comply with these obligations, DKIB may sell any or all of the New Ordinary Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for its own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such New Ordinary Shares on such Placee's behalf. Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc. If New Ordinary Shares are to be delivered to a custodian or settlement agent of a Placee, the Placee should ensure that its Placing Letter is copied and delivered immediately to the relevant person within that organisation. Insofar as New Ordinary Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such New Ordinary Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the New Ordinary Shares, neither DKIB nor the Company shall be responsible for the payment thereof. Representations and Warranties By participating in the Placing, each Placee (and any person acting on such Placee's behalf): 1. represents and warrants that it has read and understood this announcement in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this announcement, the Placing Letter and the Prospectus; 2. agrees to indemnify on an after-tax basis and hold harmless the Company, DKIB, any of their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing; 3. acknowledges that the ordinary shares of the Company with a nominal value of 1 pence each are listed on the Official List of the UK Listing Authority, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA (collectively, the 'Exchange Information'), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that the Placee is able to obtain or access the Exchange Information without undue difficulty; 4. acknowledges that none of DKIB, any of its Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the New Ordinary Shares or the Company; nor has it requested DKIB, any of its Affiliates or any person acting on their behalf to provide it with any such material or information; 5. acknowledges that the content of this announcement and the Prospectus is exclusively the responsibility of the Company and that neither DKIB, any of its Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement, the Prospectus or any information previously published by or on behalf of the Company and neither DKIB, any of its Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement, the Prospectus or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the New Ordinary Shares is contained in this announcement, the Prospectus and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the New Ordinary Shares, and that it has relied on its own investigation with respect to the New Ordinary Shares and the Company in connection with its decision to subscribe for the New Ordinary Shares and acknowledges that it is not relying on any investigation that DKIB, any of its Affiliates or any person acting on their behalf may have conducted with respect to the New Ordinary Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto; 6. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by DKIB, any of its Affiliates or any person acting on DKIB's or any of its Affiliates' behalf and understands that (i) none of DKIB, any of its Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of DKIB, any of its Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this announcement or otherwise; and that (iii) none of DKIB, any of its Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this announcement or otherwise; 7. represents and warrants that (i) it is entitled to acquire the New Ordinary Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory and (v) it has not taken any action which will or may result in the Company or DKIB, any of their Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing and Open Offer; 8. represents and warrants that the issue to the Placee, or the person specified by the Placee for registration as holder, of New Ordinary Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer New Ordinary Shares into a clearance system; 9. represents and warrants that it understands that the New Ordinary Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States (as defined below) and that the Company has not been registered as an ' investment company' under the United States Investment Company Act of 1940, as amended; 10. represents and warrants that it is, or at the time the New Ordinary Shares are acquired, it will be, (a) the beneficial owner of such New Ordinary Shares and is neither a person located in the United States of America, its territories or possessions, any state of the United States or the District of Columbia (the 'United States') nor on behalf of a person in the United States, (b) acquiring the New Ordinary Shares in an offshore transaction (as defined in Regulation S under the Securities Act) and (c) will not offer or sell, directly or indirectly, any of the New Ordinary Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; 11. represents and warrants that it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom prior to Admission except to qualified investors as defined in section 86(7) of FSMA, being persons falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive; 12. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the New Ordinary Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person; 13. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the New Ordinary Shares in, from or otherwise involving the United Kingdom; 14. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-terrorism Crime and Security Act 2001 and the Money Laundering Regulations (2003) (the 'Regulations') and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 15. represents and warrants that it is (a) a person falling within Article 19 (5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business; 16. represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive; 17. undertakes that it (and any person acting on its behalf) will pay for the New Ordinary Shares acquired by it in accordance with this announcement on the due time and date set out herein against delivery of such New Ordinary Shares to it, failing which the relevant New Ordinary Shares may be placed with other Placees or sold as DKIB may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the Placing proceeds of such New Ordinary Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's New Ordinary Shares on its behalf; 18. acknowledges that neither DKIB, any of its Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing and Open Offer, and acknowledges that neither DKIB, any of its Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing and Open Offer or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of DKIB's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein; 19. undertakes that (i) the person whom it specifies for registration as holder of the New Ordinary Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither DKIB nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the New Ordinary Shares on the basis that the New Ordinary Shares will be allotted to the CREST stock account of DKIB which will hold them as settlement agent as nominee for the Placees until settlement in accordance with its standing settlement instructions with payment for the New Ordinary Shares being made simultaneously upon receipt of the New Ordinary Shares in the Placee's stock account on a delivery versus payment basis; 20. acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract; 21. acknowledges that it irrevocably appoints any director of DKIB as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the New Ordinary Shares agreed to be taken up by it under the Placing; 22. represents and warrants that it is not a resident of any Prohibited Jurisdiction and acknowledges that the New Ordinary Shares have not been and will not be registered nor will a prospectus be cleared in respect of the New Ordinary Shares under the securities legislation of any Prohibited Jurisdictions and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction; 23. acknowledges that the agreement to settle each Placee's acquisition of New Ordinary Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the New Ordinary Shares in question. Such agreement assumes that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor DKIB will be responsible. If this is the case, the Placee should take its own advice and notify DKIB accordingly; 24. acknowledges that the New Ordinary Shares will be issued and/or transferred subject to the terms and conditions set out in this announcement and otherwise as stated in the Prospectus; 25. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with DKIB, any money held in an account with DKIB on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FSA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from DKIB's money in accordance with the client money rules and will be used by DKIB in the course of its business; and the Placee will rank only as a general creditor of DKIB; 26. acknowledges that DKIB may (in its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the New Ordinary Shares or by nominating any connected or associated person to do so; and 27. acknowledges and understands that the Company, DKIB and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements. The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and DKIB (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable. No UK stamp duty or stamp duty reserve tax should be payable to the extent that the New Ordinary Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee. Any arrangements to issue or transfer the New Ordinary Shares into a depositary receipts system or a clearance service or to hold the New Ordinary Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the New Ordinary Shares in a clearance service, or any arrangements subsequently to transfer the New Ordinary Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor DKIB will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of New Ordinary Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and DKIB in the event that any of the Company and/ or DKIB has incurred any such liability to stamp duty or stamp duty reserve tax. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any New Ordinary Shares or the agreement by them to acquire any New Ordinary Shares. All times and dates in this announcement may be subject to amendment. DKIB shall notify the Placees and any person acting on behalf of the Placees of any such changes. This document has been issued by the Company and is the sole responsibility of the Company. The rights and remedies of DKIB and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others. Each Placee may be asked to disclose in writing or orally to DKIB: (a) if he is an individual, his nationality; or (b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned. Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting for the Company and for no one else in connection with the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to Dresdner Kleinwort Limited or for affording advice in relation to the Placing and Open Offer, or any other matters referred to herein. APPENDIX IV - DEFINITIONS The definitions set out below apply throughout this announcement, unless the context requires otherwise. 'Acquisition' the proposed acquisition by the Company of the entire issued and to be issued share capital of VetXX by way of the Sale and Purchase Agreement; 'Admission' admission of the New Ordinary Shares, to the Official List and to trading on the main market for listed securities of the London Stock Exchange; 'Annual Report and Accounts' the annual report and accounts prepared by the Company for financial year ended June 2005, the financial year ended June 2006 and/or the financial year ended June 2007 (as the case may be); 'Applicant' a Qualifying Shareholder or a person entitled by virtue of a bona fide market claim who lodges an Application Form under the Open Offer; 'Application Form' the personalised application form on which Qualifying non-CREST Shareholders (other than certain Restricted Shareholders) will be able to apply for New Ordinary Shares under the Open Offer; 'Approved Share Option the approved share option scheme operated by the Scheme' Company for the benefit of the employees of the Company other than the executive directors; 'Articles' the articles of association of the Company; 'Board' the board of Directors of the Company from time to time; 'Broker' Dresdner Kleinwort; 'Business Day' any day on which banks are generally open in London for the transaction of business other than a Saturday or Sunday or public holiday; 'certificated' or 'in a share or other security which is not in certificated form' uncertificated form (that is, not in CREST); 'City Code' the UK City Code on Takeovers and Mergers; 'Closing Price' the closing, middle market quotation of an Existing Ordinary Share, as published in the Daily Official List; 'Combined Code' the Combined Code on Corporate Governance of the Financial Reporting Council 2006; 'Companies Act 1985' the Companies Act 1985, as amended; 'Companies Act 2006' the Companies Act 2006, as amended; 'Completion' completion of the Acquisition in accordance with the terms of the Sale and Purchase Agreement; 'Computershare' Computershare Investor Services PLC; 'CREST' the relevant system (as defined in the Euroclear Regulations) in respect of which Euroclear is the Operator (as defined in the Euroclear Regulations); 'CREST Manual' the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended); 'CREST member' a person who has been admitted by Eurocelar as a system-member (as defined in the Euroclear Regulations); 'CREST participant' a person who is, in relation to CREST, a system-participant (as defined in the Regulations); 'CREST Payment' shall have the meaning given in the CREST manual; 'CREST Shareholders' Shareholders holding Ordinary Shares in uncertificated form; 'CREST sponsor' a CREST participant admitted to CREST as a CREST sponsor; 'CREST sponsored member' a CREST member admitted to CREST as a sponsored member (which includes all CREST personal members); 'Daily Official List' the daily official list of the London Stock Exchange; 'Dealing Day' a day upon which dealings in domestic securities may take place on and with the authority of the London Stock Exchange; 'Dechra Share Option the Approved Share Option Scheme, the Unapproved Schemes' Share Option Scheme, the SAYE Scheme and the Executive Incentive Plan; 'Dechra' or the 'Company' Dechra Pharmaceuticals PLC, registered in England and Wales with registered number 3369634; 'Dechra Pharmaceuticals' the pharmaceutical division of Dechra Group; 'Dechra Services' the services division of Dechra Group; 'Director' a director of the Company; 'Disclosure Rules and the disclosure rules and transparency rules made Transparency Rules' under Part VI of FSMA (as set out in the FSA Handbook), as amended; 'DKK' Danish Kroner, the official currency of Denmark; 'Dresdner Kleinwort' or Dresdner Kleinwort Limited; 'DKIB' 'EBITDA' earnings before taxation, net financing costs, depreciation and amortisation; 'Enlarged Group' the post-Acquisition new enlarged group of Dechra; 'Enlarged Share Capital' the issued ordinary share capital of the Company following the issue of the New Ordinary Shares pursuant to the Placing & Open Offer; 'EU' the European Union first established by the treaty made at Maastricht on 7 February 1992; 'Euroclear Regulations' the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended form time to time; 'Euroclear' Euroclear UK & Ireland Limited; 'Exchange Information' certain business and financial information which the Company is required to publish in accordance with the rules and practices of the UK Listing Authority and the London Stock Exchange; 'Excluded Territories' the United States, Canada, Japan, Malaysia, New Zealand, South Africa, Australia and any other jurisdiction where the extension or availability of the Open Offer (and any other transaction contemplated thereby) would breach any applicable law; 'Executive Directors' Ian Page, Simon Evans and Ed Torr; 'Executive Incentive Plan' the incentive plan operated by the Company for the benefit of the Executive Directors and key employees of the Company; 'Existing Ordinary Shares' the ordinary shares of 1 pence each in the capital of the Company at the date of this announcement; 'Extraordinary General the extraordinary general meeting of the Company to Meeting' be convened pursuant to the notice set out at the end of the Prospectus (including any adjournment thereof); 'Facility Agreement' the agreement dated 12 December 2007 made between the Company (1) and Bank of Scotland plc and Svenska Handelsbanken AB (publ) (2) under which facilities of £60 million have been made available to the Company to part fund the Acquisition and refinance existing indebtedness of the Group; 'Form of Proxy' the form of proxy for use at the Extraordinary General Meeting which will accompany the Prospectus; 'FSA' or 'Financial Services The Financial Services Authority of the United Authority' Kingdom; 'FSMA' The Financial Services and Markets Act 2000, as amended; 'Group' or 'Dechra Group' the Company together with its subsidiaries and subsidiary undertakings; 'IFRS' International Financial Reporting Standards as adopted by the EU; 'Issue Price' 303 pence per New Ordinary Share; 'Listing Rules' the listing rules made under Part VI of FSMA (as set out in the FSA Handbook), as amended; 'London Stock Exchange' London Stock Exchange PLC; 'LTIP' Dechra Pharmaceuticals PLC Long-Term Incentive Plan; 'member account ID' the identification code or number attached to any member account in CREST; 'Memorandum' the memorandum of association of the Company; 'Money Laundering the Money Laundering Regulations 1993 (SI 1993 No. Regulations' 1933), as amended, and the Money Laundering Regulations 2003 (SI 2003 No. 3075); 'New Ordinary Shares' the 11,624,544 ordinary shares of 1 pence each in the capital of the Company to be issued by the Company pursuant to the Placing & Open Offer; 'Non-executive Directors' Michael Redmond, Malcolm Diamond and Neil Warner; 'Official List' the official list of the UK Listing Authority; 'Open Offer' the conditional offer by Dresdner Kleinwort on behalf of the Company to Qualifying Shareholders to apply to acquire the Open Offer Shares, on the terms and conditions to be described in Part III of the Prospectus and in the Application Form; 'Open Offer Entitlement' an entitlement to apply to subscribe for Open Offer Shares pursuant to the Open Offer; 'Open Offer Shares' the 11,624,544 New Ordinary Shares being made available to Qualifying Shareholders under the Open Offer; 'Ordinary Shares' Existing Ordinary Shares and/or New Ordinary Shares, as the context requires; 'participant ID' the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant; 'VetXX' VetXX Holding A/S; 'VetXX Group' VetXX and its subsidiaries and subsidiary undertakings; 'Pensions Regulator' The Pensions Regulator of the United Kingdom authorised under the Pensions Act 2004; 'Placing' the conditional placing by Dresdner Kleinwort of the Open Offer Shares at the Issue Price pursuant to the Placing Agreement; 'Pounds' or '£' or 'Pounds the lawful currency of the United Kingdom; Sterling' 'Prospectus Rules' the prospectus rules made under Part VI of FSMA (as set out in the FSA Handbook), as amended; 'Prospectus' the document to be dated 13 December 2007, comprising a prospectus relating to the Company for the purpose of the Placing & Open Offer and the listing of the New Ordinary Shares on the Official List (together with any supplements or amendments thereto) or, where the context so requires in Appendix III, the pricing proof of the Prospectus dated today; 'Qualifying CREST Qualifying Shareholders whose Existing Ordinary Shareholders' Shares on the Register at the Record Date are in uncertificated form; 'Qualifying non-CREST Qualifying Shareholders whose Existing Ordinary Shareholders' Shares at the Register on the Record Date are in certificated form; 'Qualifying Shareholders' holders of Existing Ordinary Shares on the Register at the Record Date other than Restricted Shareholders; 'Receiving Agent' Computershare Investor Services PLC; 'Record Date' the close of business in London on 10 December 2007; 'Register' the Company's statutory register of members; 'Registrar' Computershare Investor Services PLC; 'Regulation S' Regulation S under the Securities Act; 'Regulatory Information one of the regulatory information services authorised Service' by the UK Listing Authority to receive, process and disseminate regulatory information from listed companies; 'Resolutions' the resolutions to be proposed at the Extraordinary General Meeting; 'Restricted Shareholders' Shareholders with registered addresses in, or who are citizens, residents or nationals of, any Excluded Territory; 'Sale and Purchase the conditional share sale and purchase agreement Agreement' dated 12 December 2007 between (1) Dechra and (2) the shareholders of Pelogonius regarding the sale and purchase of the entire issued share capital of VetXX more particularly described at paragraph 6.1.5 of Part IX of the Prospectus; 'SAYE Scheme' Savings-Related Share Option Scheme; 'SDRT' stamp duty reserve tax; 'SEC' United States Securities and Exchange Commission; 'Securities Act' the US Securities Act of 1933, as amended; 'Senior Managers' Martin Riley, Mike Eldred, Giles Coley, Mike Annice, Dr Peter Graham, Dr Susan Longhofer, Zoe Bamford; 'Shareholder(s)' holder(s) of Ordinary Shares; 'Sponsor' Dresdner Kleinwort; 'stock account' an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited; 'subsidiary undertaking' a subsidiary undertaking as that term is defined in section 258 of the Companies Act 1985; 'subsidiary' a subsidiary as that term is defined in section 736 of the Companies Act 1985; 'UK GAAP' generally accepted accounting principles in the United Kingdom; 'UK Listing Authority' the Financial Services Authority acting in its capacity as the competent authority for the purposes of FSMA; 'Unapproved Share Option the unapproved share option scheme operated by the Scheme' Company for the benefit of the employees of the Company other than the Executive Directors; 'uncertificated' or 'in a share or other security recorded on the relevant uncertificated form' register of the share or security concerned as being held in uncertificated form in CREST and title to which by virtue of the Euroclear Regulations, may be transferred by means of CREST; 'Underwriter' Dresdner Kleinwort; 'Placing Agreement' the conditional placing agreement dated 12 December 2007 between the Company and Dresdner Kleinwort described in paragraph 6.1.1 of Part IX of the Prospectus; 'United Kingdom' or 'UK' the United Kingdom of Great Britain and Northern Ireland; 'United States' or 'US' the United States of America, its territories and possessions, any state of the United States and the District of Columbia; 'US persons' has the meaning ascribed to it under Regulation S; 'US Shareholder' a Shareholder (i) whose address appears on the register of members of the Company as being in the United States, (ii) who is a US person or (iii) any other Shareholder to the extent such Shareholder holds Existing Ordinary Shares on behalf of a person located within the United States or a US person. This information is provided by RNS The company news service from the London Stock Exchange
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