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