14 December 2016
Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the announcement of the Proposed Accelerated Bookbuild released earlier today. This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
CVS Group plc
("CVS" or the "Company")
Result of Successful £30.2 million Placing and Total Voting Rights
CVS Group plc (AIM: CVSG), one of the UK's leading providers of integrated veterinary services for small and large animals, is pleased to announce that, following its announcements on 13 December 2016, the Company has successfully raised a total of £30.2 million (before expenses) by means of an accelerated bookbuild with existing and new investors, and will issue 3,019,500 new Ordinary Shares (the "Placing Shares") at a price of 1000 pence each (the "Placing Price"). The issue of the Placing Shares is being made under existing authorities and remains subject to Admission.
Key Highlights
· Placing to raise £30.2 million through the issue of 3,019,500 Placing Shares to existing and new investors, at a Placing Price of 1000 pence per Placing Share
· The Placing was approximately 2.4 times oversubscribed
· The Placing Price represents a discount of 3.85 per cent. to the Closing Price on 12 December 2016, being the last trading date prior to announcement of the proposed Placing
· The net proceeds of the Placing, being approximately £29.5 million, will be used primarily to facilitate further acquisitions in the UK and the Netherlands, in line with the Group's existing growth strategy
· Following Admission, the Placing Shares will represent approximately 4.76 per cent. of the share capital of the Company, as enlarged by the issue of the Placing Shares
Simon Innes, Chief Executive of CVS, said:
"The Board is pleased to conclude this fundraising with the strong support of shareholders and new investors. We remain excited by the continuing prospect to build further on our position as a leading provider of integrated veterinary services in the UK, as well as by that in the Netherlands, which we recently entered with our first two acquisitions and which we see as offering a compelling opportunity to develop a business on a similar basis to our UK one.
"Our established network and experienced team offers significant opportunities for further growth, and we look forward to building further value in the business, through further acquisitions and continuing organic growth. We remain focused on delivering excellent customer service and care and on providing high quality training and career opportunities for our staff."
Expected Timetable to Admission
Application has been made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that Admission and the commencement of dealings in the Placing Shares will take place at 08.00 a.m. on or around 16 December 2016 and that dealings in the Placing Shares on AIM will commence at the same time.
The times and dates above refer to London time and are subject to change by the Company (with the agreement of N+1 Singer), in which case details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement through a Regulatory Information Service.
Placing Shares
The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of Admission.
Total Voting Rights
Following Admission on 16 December 2016 the Company's issued share capital will comprise 63,412,323 Ordinary Shares. From Admission, the figure of 63,412,323 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Related Party Transaction
Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock, Inc. (together "BlackRock") are participating in the Placing, having conditionally agreed to subscribe for 456,004 Placing Shares pursuant to the Placing. As BlackRock is a Substantial Shareholder in the Company (as defined by the AIM Rules), its participation in the Placing is a related party transaction for the purposes of the AIM Rules.
Following Admission, BlackRock is expected to have a shareholding of 12,173,262 Ordinary Shares, representing approximately 19.20 per cent. of the Enlarged Issued Share Capital.
The Directors, having consulted with the Company's Nominated Adviser, N+1 Singer, consider the terms of BlackRock's participation in the Placing to be fair and reasonable insofar as the Company's shareholders are concerned.
Conditions of the Placing
On 13 December 2016, the Company entered into the Placing Agreement with N+1 Singer pursuant to which N+1 Singer agreed to use reasonable endeavours to place the Placing Shares at the Placing Price. Under the Placing Agreement, the Company has given N+1 Singer customary warranties and indemnities.
The Placing remains conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms and Admission of the Placing Shares.
For further information please contact:
Enquiries: |
|
CVS Group plc Simon Innes, Chief Executive Nick Perrin, Finance Director |
Tel: 01379 644 288 |
N+1 Singer (Nominated Adviser & Broker) Aubrey Powell Nick Owen Liz Yong James Hopton |
Tel: 020 7496 3000 |
