TIDMDPH
RNS Number : 9089Z
Dechra Pharmaceuticals PLC
17 January 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
17 January 2024
Dechra Pharmaceuticals PLC
("Dechra" or the "Company")
Cancellation of listing and admission to trading of Dechra
Shares
Further to the announcement made by Dechra and Freya Bidco
Limited ("Bidco") on 12 January 2024, Dechra confirms that the
listing of Dechra Shares on the premium listing segment of the
Financial Conduct Authority's Official List and the admission of
the Dechra Shares to trading on the Main Market of the London Stock
Exchange were each cancelled with effect from 8.00 am today, 17
January 2024.
This announcement should be read in conjunction with the full
text of the circular in relation to the Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 to implement
the Acquisition published on 26 June 2023 (the "Scheme Document").
Capitalised terms used but not otherwise defined in this
announcement have the meanings set out in the Scheme Document. All
references to times in this announcement are to London, United
Kingdom times, unless otherwise stated.
The person responsible for arranging the release of this
announcement on behalf of Dechra is Melanie Hall, Company
Secretary.
Enquiries:
+44 (0) 1606
Dechra Pharmaceuticals PLC 814 730
Ian Page, Chief Executive Officer
Paul Sandland, Chief Financial Officer
Jonny Armstrong, Head of Investor Relations
Investec Bank plc (Sole Financial Adviser and +44 (0) 207
Corporate Broker to Dechra) 597 5970
Chris Treneman
Bruce Garrow
David Anderson
TooleyStreet Communications Ltd (PR Adviser to +44 (0) 7785
Dechra) 703 523
Fiona Tooley, Director
+44 (0) 77 1534
EQT 1608
Finn McLaughlan
BofA Securities (Joint Financial Adviser to EQT,
Luxinva S.A. and Bidco)
Laurent Dhome
Geoff Iles
Roy Wouters
Antonia Rowan +44 (0) 20 7628
Roman Makovitskiy 1000
Morgan Stanley (Joint Financial Adviser to EQT,
Luxinva S.A. and Bidco)
Anthony Zammit
James Talbot +44 (0) 20 7425
Tom Perry 8000
FGS Global (PR Adviser to EQT, Luxinva S.A. and +44 (0) 20 7251
Bidco) 3801
Faeth Birch EQT-LON@fgsglobal.com
Chris Ryall
Sophia Johnston
DLA Piper UK LLP is acting as legal adviser to Dechra.
Kirkland & Ellis International LLP is acting as legal
adviser to Bidco and EQT, and Freshfields Bruckhaus Deringer LLP is
acting as legal adviser to Luxinva S.A. and ADIA.
Important Notice
Merrill Lynch International ("BofA Securities"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for EQT , Luxinva S.A. and
Bidco and for no one else and will not be responsible to anyone
other than EQT , Luxinva S.A. and Bidco for providing the
protections afforded to its clients or for providing advice in
connection with the Acquisition or any matters referred to in this
announcement. Neither BofA Securities, nor any of its affiliates,
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of BofA
Securities in connection with the Acquisition, this announcement,
any statement contained herein or otherwise.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the PRA and regulated by the PRA and the FCA
in the United Kingdom, is acting exclusively for EQT, Luxinva S.A.
and Bidco and for no one else in connection with the Acquisition.
In connection with such matters, Morgan Stanley, its affiliates and
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in connection
with the Acquisition, the contents of this announcement or any
other matter referred to herein.
Investec Bank plc ("Investec"), which is authorised in the
United Kingdom by the Prudential Regulation Authority ("PRA") and
regulated in the UK by the Financial Conduct Authority ("FCA") and
the PRA, is acting exclusively for the Company and no one else in
connection with the subject matter of this announcement and shall
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Investec, nor for providing
advice in connection with the Possible Offer or any matter referred
to herein. Neither Investec nor any of its affiliates (nor any of
its or their respective directors, officers, employees,
representatives or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Investec in connection with the
Acquisition, this announcement, any statement contained herein or
otherwise.
Further Information
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Dechra in
any jurisdiction in contravention of applicable law.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation, the Listing Rules and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England.
Notice to U.S. Dechra Shareholders
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the U.S. Securities Exchange Act
of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
The financial information included in this Announcement and the
Scheme Document has been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may
not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer, which is to be made into the United
States, such Offer will be made in compliance with the applicable
U.S. laws and regulations.
It may be difficult for U.S. holders of Dechra Shares to enforce
their rights and any claim arising out of the U.S. federal laws,
since Bidco and Dechra are located in a non-U.S. jurisdiction, and
some or all of their officers and directors may be residents of a
non-U.S. jurisdiction. U.S. holders of Dechra Shares may not be
able to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, EQT, Luxinva S.A., Bidco or
their nominees, or their brokers (acting as agents), may from time
to time make certain purchases of, or arrangements to purchase
Dechra Shares outside of the U.S., other than pursuant to the
Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn. Also, in accordance
with Rule 14e-5(b) of the U.S. Exchange Act, BofA Securities and
Morgan Stanley will continue to act as exempt principal traders in
Dechra shares on the London Stock Exchange. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases or arrangements will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com .
U.S. Dechra Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the
U.S. and, that such consequences, if any, are not described herein.
U.S. Dechra Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
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END
MSCGPUAGGUPCGRQ
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