TIDMPVG
RNS Number : 0633A
Premier Veterinary Group PLC
24 September 2020
PREMIER VETERINARY GROUP PLC
("PVG", the "Company" or the "Group")
Results of General Meeting and Annual General Meeting
Delisting
London, UK, 24 September 2020 - Premier Veterinary Group PLC
(LSE: PVG) announces that, at the Annual General Meeting of the
Company held today, all resolutions put to shareholders were duly
passed.
In addition, at the subsequent General Meeting of the Company
also held today, all resolutions put to shareholders were duly
passed. This General Meeting was held, inter alia, to approve the
Resolutions upon which the Acquisition of AHCL was conditional, as
announced on 13 August 2020 (the "Announcement") and details of
which were set out in a circular to shareholders dated 1 September
2020 (the "Circular").
Capitalised terms and expressions used in this announcement have
the meanings given to them in the Announcement.
Following completion of the Acquisition, Simplyhealth and
persons presumed to be acting in concert for the purposes of the
City Code (the "Simplyhealth Concert Party"), will hold the
Convertible Loan which upon conversion (or if SH Warrants are
issued, on the exercise of the SH Warrants) would result in
15,346,949 Ordinary Shares being held by the Simplyhealth Concert
Party, representing approximately 49.99 per cent. of the enlarged
issued ordinary share capital (assuming that the Existing Warrants,
New Warrants and Director Share Options had not been exercised at
the point of such conversion). Under Rule 9 of the City Code, the
Simplyhealth Concert Party would normally be obliged to make an
offer to all Shareholders to acquire their Ordinary Shares for cash
upon the issue of the Conversion Shares. A submission has been made
to the Panel seeking a waiver of this obligation, subject to the
approval of the Shareholders on a poll of the First Whitewash
Resolution at the General Meeting.
Simplyhealth - First Waiver
Resolution 1 in the Notice of General Meeting, being an ordinary
resolution to be voted on by the Independent Shareholders to
approve the waiver by the Takeover Panel of the obligation that
would otherwise arise for Simplyhealth to make a general offer for
the Company under the Rule 9 of the Takeover Code ("Whitewash
Resolution"), was passed on a poll with 11,519,572 votes of
Independent Shareholders, in favour and 13 votes against.
Following completion of the Acquisition, Simplyhealth and
persons presumed to be acting in concert for the purposes of the
City Code (the "Simplyhealth Concert Party"), will hold the
Convertible Loan which upon conversion (or if SH Warrants are
issued, on the exercise of the SH Warrants) would result in
15,346,949 Ordinary Shares being held by the Simplyhealth Concert
Party, representing approximately 49.99 per cent. of the enlarged
issued ordinary share capital (assuming that the Existing Warrants,
New Warrants and Director Share Options had not been exercised at
the point of such conversion).
Existing Concert Party - Second Waiver
Resolution numbered 2 in the Notice of General Meeting, being an
ordinary resolution to be voted on by the Independent Shareholders
to approve the waiver by the Takeover Panel of the obligation that
would otherwise arise for the Existing Concert Party to make a
general offer for the Company under the Rule 9 of the Takeover Code
("Whitewash Resolution"), was passed on a poll with 4,371,264 votes
of Independent Shareholders, in favour and 13 votes against.
In the Circular, the holdings of each member of the Existing
Concert Party at the date of the Circular and immediately following
the exercise of the Existing Warrants, the New Warrants and
Director Share Options (assuming that Simplyhealth has not
converted the Convertible Loan and no Conversion Shares have been
issued and no Existing Employee Share Options have been exercised)
were as follows:
Existing Number of Percentage Number of Maximum Percentage
Concert Party Existing of Existing Existing number of Ordinary
Ordinary Ordinary Warrants, of Ordinary Shares
Shares Shares New Warrants Shares after exercise
and Directors after exercise of Existing
Share Options of Existing Warrants,
Warrants, New Warrants
New Warrants and Director
and Director Share Options
Share Options
Raj Uppal 5,143,638 33.51 - 5,143,638 30.66
Tracey Uppal 277,500 1.81 - 277,500 1.65
Dominic Tonner 1,799,670 11.73 279,035 2,078,705 12.39
BSFL - - 920,816 920,816 5.49
Crossroads - - 230,204 230,204 1.37
----------- -------------- ---------------- ---------------- -----------------
7,220,808 47.05 1,430,055 8,650,863 51.56
=========== ============== ================ ================ =================
As can be seen from the table above, the net effect of exercise
of the Existing Warrants, the New Warrants and the Director Share
Options at any time prior to the conversion of the Convertible Loan
and issue of the Conversion Shares, and the exercise of any
Existing Employee Share Options, is to increase the aggregate
holding of the Existing Concert Party from 47.05 per cent. of the
existing issued share capital to 51.56 per cent. of the Post
Exercise Issued Share Capital.
Subsequent to the date of the Circular, Raj Uppal and his wife,
Tracey Uppal, have sold 60,000 and 12,500 ordinary shares
respectively. As such the holdings of Raj Uppal and Tracey Uppal at
the date of this announcement are 5,083,638 and 265,000
respectively.
Acquistion of Simplyhealth
In addition the passing of the necessary resolutions at the
General meeting today, the Company has also received today
confirmation from the CMA that it does not intend to investigate
the Acquisition further. This means that, subject to the Delisting,
there is now no hindrance to the completion of the Acquisition and
the Company will seek to complete it as soon as practicable.
Delisting
Further to the announcements made by Premier Veterinary Group
plc on 13 August 2020 and 2 September 2020, PVG can confirm today
that, following an application by the Company it expects the
Financial Conduct Authority to cancel the listing of PVG's Ordinary
Shares on the standard listing segment of the Official List and the
London Stock Exchange to cancel the trading of PVG's Ordinary
Shares on the London Stock Exchange's main market for listed
securities, in each case with effect from 8:00 a.m. (London time)
tomorrow, 25 September 2020.
-Ends-
For further information, please contact:
Premier Veterinary Group plc www.premiervetgroup.co.uk
Dominic Tonner, Chief Executive
Officer +44 (0)117 970 4130
Andy Paull, Chief Financial
Officer
WH Ireland Limited (Broker) www.whirelandplc.com
Mike Coe / Chris Savidge +44 (0) 207 220 1666
For further details go to: www.premiervetgroup.co.uk
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END
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September 24, 2020 12:21 ET (16:21 GMT)
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