NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

16 April 2026

RECOMMENDED ACQUISITION

OF

ANIMALCARE GROUP PLC ("Animalcare")

BY

CCP PAW 2 LIMITED ("Bidco")

(a wholly-owned indirect subsidiary of funds managed or advised by Charterhouse Capital Partners LLP ("Charterhouse"))

to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006

Summary

·          The boards of directors of Bidco and Animalcare are pleased to announce that they have reached agreement on the terms and conditions of a recommended acquisition by Bidco of the entire issued, and to be issued, share capital of Animalcare (the "Acquisition").

The Cash Offer

·          Under the terms of the Cash Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, each Animalcare Shareholder will be entitled to receive:

336 pence in cash for each Animalcare Share held (the "Cash Offer")

·          The Cash Offer values the entire issued and to be issued share capital of Animalcare at approximately £235.2 million on a fully diluted basis.

·          The Cash Offer represents a premium of approximately:

o    36.0 per cent. to the Closing Price of 247 pence per Animalcare Share on 15 April 2026 (being the last Business Day before the date of this Announcement);

o    27.4 per cent. to the volume-weighted average price of 264 pence per Animalcare Share for the three-month period ended 15 April 2026 (being the last Business Day before the date of this Announcement); and

o    33.3 per cent. to the volume-weighted average price of 252 pence per Animalcare Share for the six-month period ended 15 April 2026 (being the last Business Day before the date of this Announcement).

The Alternative Offer

·          As an alternative to the Cash Offer, each Eligible Animalcare Shareholder may elect to reinvest the proceeds from the sale of such number of their Animalcare Shares as equals at least 66% of the Animalcare Shares held by them as at the Reinvestment Election Date by subscribing (on a cashless basis and indirectly through the Aggregator) for one Topco Unit for the proceeds from each Animalcare Share in relation to which their election relates, subject to the terms and conditions of the Alternative Offer (referred to in paragraph 13 of this Announcement, Appendix 4 to this Announcement and to be further set out in the Scheme Document) (the "Alternative Offer"). Each Topco Unit will be issued to and held by the Aggregator, with the Reinvesting Animalcare Shareholders being issued a proportionate number of Aggregator Interests.

·          The Aggregator Interests will be independently valued and an estimate of the value of the Aggregator Interests will be included in the Scheme Document. A summary of the Aggregator, the Aggregator Interests, Topco and the Topco Units is set out in paragraph 13 of this Announcement and in Appendix 4 to this Announcement, and further details will be included in the Scheme Document, the Aggregator Shareholders' Agreement, the Topco Shareholders' Agreement and the Topco Articles.

Dividends

·          If, on or after the date of this Announcement, any dividend and/or distribution and/or other return of capital is announced, declared, made or paid in respect of the Animalcare Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition (and, accordingly, the Cash Offer and the Alternative Offer) for the Animalcare Shares by the aggregate amount of such dividend, distribution and/or other return of capital, in which case any reference in this Announcement to the consideration payable under the Cash Offer (or under the Alternative Offer) will be deemed to be a reference to the consideration as so reduced. In such circumstances, Animalcare Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition or the Scheme.

Background to and reasons for the Acquisition

·          Charterhouse believes Animalcare represents an attractive asset with unique characteristics as a global animal health pharmaceuticals platform.

·          Animalcare is strategically positioned in an attractive animal health market, supported by structural tailwinds. Charterhouse believes that Animalcare has built a balanced and focused portfolio of products with low product concentration and broad geographic coverage across Europe and Australasia.

·          Charterhouse recognises that the acquisition of Randlab by Animalcare serves as a strategic blueprint for Animalcare's global expansion and proves the buy-and-build capabilities, and that strong internal R&D capabilities (demonstrated by successful recent launches and development of the pipeline) provide a path to further growth. However, Charterhouse believes Animalcare is better able to achieve its long-term growth potential as a private company rather than a public company. Charterhouse is well positioned to support Animalcare's next phase of growth by partnering with the high-quality management team, providing the strategic flexibility required to accelerate R&D investments for the long-term, make the required operational investments and pursue transformative M&A.

·          Charterhouse is one of the longest-established private equity firms operating in Europe, with a strong track-record of deploying capital into the healthcare sector, having supported the growth of a number of high-quality businesses and supported their management teams in achieving their strategic ambitions. Charterhouse believes that it can leverage its experience, resources and network to help build on the existing strong foundations and support the Animalcare business in its next phase of growth.

·          Accordingly, following careful consideration (in line with their fiduciary duties) of both the financial terms of the Cash Offer and the Alternative Offer, the Animalcare Directors intend to recommend unanimously the Acquisition to Animalcare Shareholders.

Unanimous Recommendation by the Animalcare Directors

The Cash Offer

·          The Animalcare Directors, who have been so advised by Stifel as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing their advice to the Animalcare Directors, Stifel has taken into account the commercial assessments of the Animalcare Directors. Stifel is providing independent financial advice to the Animalcare Directors for the purposes of Rule 3 of the Code.

·          The Animalcare Directors consider the Acquisition to be in the best interests of Animalcare Shareholders as a whole. Accordingly, the Animalcare Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Animalcare Shareholders vote in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, that Animalcare Shareholders accept or procure acceptance of such Offer) as the Animalcare Directors who hold Animalcare Shares (in a personal capacity or through a nominee or connected investment vehicle) have irrevocably undertaken to do in respect of their entire beneficial holdings of Animalcare Shares, amounting in aggregate to 16,118,007 Animalcare Shares (representing approximately 23.3 per cent. of the existing issued share capital of Animalcare) as at the Latest Practicable Date.

The Alternative Offer

·          The Animalcare Directors have reviewed the terms of the Alternative Offer, but for the reasons described in this Announcement, the Animalcare Directors are unable to form a view as to whether or not the terms of the Alternative Offer are fair and reasonable and accordingly are not making any recommendation to Animalcare Shareholders in relation to the Alternative Offer.

·          In reviewing the terms of the Alternative Offer, the Animalcare Directors and Stifel  have identified certain key disadvantages and advantages of electing for the Alternative Offer, including but not limited to, those which are set out in further detail in paragraph 5 of this Announcement. Animalcare Shareholders are strongly encouraged to take into account such disadvantages and advantages, as well as a number of investment considerations and risk factors outlined in paragraph 5 of this Announcement and their particular circumstances, when deciding whether to elect for the Alternative Offer in respect of such number of their Animalcare Shares as equals at least 66% of the Animalcare Shares held by them as at the Reinvestment Election Date. Animalcare Shareholders should also determine whether acquiring or holding the Aggregator Interests is affected by the laws or regulations of the relevant jurisdiction in which they reside and whether the Alternative Offer is a suitable investment in light of their own personal and tax circumstances.

·          Jennifer Winter has given an irrevocable undertaking to accept the Alternative Offer in respect of certain of her own Animalcare Shares (as set out in further detail in paragraph 8 of this Announcement). Jennifer Winter has undertaken to elect for the Alternative Offer in the manner described in paragraph 8 of this Announcement because it allows her both to realise some cash when the Acquisition becomes Effective and to receive potential future benefit from the Aggregator Interests. Jennifer's personal circumstances mean that she is willing to hold unlisted, non-transferrable instruments, and she believes in her case these factors outweigh the other disadvantages outlined in this Announcement.

·          The remaining Animalcare Directors who are also Animalcare Shareholders have not yet determined whether or not they wish to elect for the Alternative Offer. Their intentions in relation to the Alternative Offer will be set out in the Scheme Document.

·          The Animalcare Directors are not able to and do not give any advice to Animalcare Shareholders as to whether they should elect for the Alternative Offer as its benefits will depend on each Animalcare Shareholder's individual tax and financial situation. As set out above, Eligible Animalcare Shareholders should consider whether electing for the Alternative Offer is a suitable option for them in light of their own personal circumstances and investment objectives and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Alternative Offer.

Irrevocable undertakings

·          In addition to the irrevocable undertakings received from the Animalcare Directors as set out above, Bidco has also received an irrevocable undertaking from Harwood Capital to vote in favour of the Scheme at the Court Meeting and vote in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept such Offer) in respect of their entire beneficial holdings of Animalcare Shares (being, 12,700,500 Animalcare Shares, representing approximately 18.4 per cent. of the existing issued share capital of Animalcare as at the Latest Practicable Date), and to elect for the Alternative Offer in respect of not less than 8,928,572 Animalcare Shares.

·          In aggregate, therefore, Bidco has received irrevocable undertakings to vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept (or procure the acceptance of) the Offer) in respect of 28,818,507 Animalcare Shares, representing approximately 41.7 per cent. of the existing issued share capital of Animalcare as at the Latest Practicable Date.

·          Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in paragraph 8 and Appendix 3 to this Announcement.

Background to and reasons for the Recommendation by the Animalcare Directors

·          The Animalcare Board remains highly confident in Animalcare's standalone prospects and its position as a leading veterinary sales, marketing and product development platform. Notwithstanding this confidence, the Animalcare Board has, over the past few years, received and considered approaches by several parties regarding a potential offer for the Animalcare Group. Following a period of disciplined deleveraging and the successful integration of Randlab in early 2025, the Animalcare Board has evaluated the Acquisition against its growth strategy and the risks associated with this, and believes that the Acquisition represents a superior outcome for stakeholders compared to remaining an independent AIM-listed entity.

·          The Cash Offer represents an attractive premium to Animalcare's recent trading performance and the Animalcare Board believes that it fairly recognises Animalcare's future growth prospects, with Animalcare's share price last being at or around the level of the Cash Offer in March 2022. While the Animalcare Board is confident in the strategy outlined at the Animalcare Group's capital markets event in March 2026, it recognises that achieving Animalcare's ambitious targets, including reaching revenue of ~£150 million and an EBITDA margin of ~25 per cent. by 2030, carries significant risks in an increasingly volatile macroeconomic environment.

·          The Animalcare Board recently outlined opportunities to accelerate Animalcare's revenue growth in the near to medium-term through increased and targeted investment, while continuing to develop and build the R&D pipeline of new products to deliver long-term growth potential, underpinned by the three-pillar strategy:

·    Organic growth: Driving growth of Animalcare's existing flagships brands through investment in sales and marketing capabilities and capacity, geographic expansion, life cycle management and establishing a retail channel to broaden the reach of Animalcare's dental franchise and, over time, other over-the-counter products;

·    Inorganic growth: Animalcare is committed to pursuing value-creating external opportunities through M&A, in-licensing of late-stage assets and novel technologies and partnerships; and

·    New product development: Building a balanced R&D pipeline while increasing the proportion of proprietary innovations through both organic and partnered research and development, with the potential to deliver transformational growth beyond the 2030 horizon.

·          The Animalcare Board recognises that the next phase of growth will require a materially higher level of investment in research and development, both in absolute and relative terms, than the previous five years, which were characterised by a focus on debt reduction and platform consolidation. Specifically:

·          Animalcare has transitioned from a fragmented business with one asset in the pipeline to a focused platform with six assets currently in development;

·          Animalcare has set a materially higher absolute target for research and development investment to build a balanced pipeline of pharmaceuticals and biologics. This investment will comprise a mix of opex (within EBITDA) and capex, which therefore has the potential to result in volatility and a negative impact on Animalcare's reported earnings; and

·          the Animalcare Board believes this intensive investment cycle, which involves high-risk early-stage discovery and clinical development, with durations of up to 7-8 years, is better suited to a private company capital structure with a longer-term investment horizon.

·          To achieve its 2030 revenue goals, Animalcare's acquisition strategy remains important. While the Animalcare Group has successfully managed its leverage (targeting up to c.2.0x EBITDA), the Animalcare Board believes that Animalcare can be more competitive in accelerating its M&A activities and executing off-market deals under a private equity ownership model. This ownership provides access to additional capital and a more flexible capital structure to undertake transformational M&A that might be dilutive or complex for an AIM-listed company to execute.

·          The Acquisition provides a compelling balance for Animalcare's  diverse shareholder base:

·          Immediate Certainty: Animalcare Shareholders can receive a cash exit at a premium, offering liquidity and certainty in an uncertain market; and

·          Reinvestment Structure: The Acquisition includes the Alternative Offer, allowing Eligible Animalcare Shareholders to retain an economic interest in Animalcare's future. This enables participants to benefit from the potential value creation driven by the research and development pipeline and geographic expansion while under private ownership.

·          In reaching its decision to recommend the Acquisition, the Animalcare Board has recognised and factored in the strong support from Animalcare's two largest shareholders, Harwood Capital and Alychlo NV (Marc Coucke's investment vehicle). The Animalcare Board believes that the support of these large Animalcare Shareholders of the terms of the Acquisition confirms the Animalcare Board's assessment that the Acquisition is in the best interests of Animalcare and Animalcare Shareholders as a whole.

Information on Charterhouse and Bidco

Charterhouse

·          Charterhouse is one of the longest established private equity firms operating in Europe, having built a strong reputation through over 80 years of active investments in private equity and over 35 years of buy-outs. Charterhouse typically invests in companies headquartered in Western Europe and works closely with incumbent management teams providing them with active support to drive growth. Charterhouse pursues a highly selective investment approach, partnering with a small number of high-quality companies.

·          Charterhouse has approximately €7 billion of funds under management and follows a selective, conviction-led approach to investing in high-quality mid-market companies headquartered in Europe. Charterhouse has 65 team members, including 17 partners and 35 investment professionals, all of whom are based in its London headquarters.

Bidco

·          Bidco is a private limited company incorporated in England and Wales. Bidco is a wholly-owned indirect subsidiary of the Charterhouse Funds. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Information on Animalcare

·          Headquartered in York (UK), Animalcare is an animal healthcare company focused on the development and commercialisation of products for companion animals, equine, and production animals. The company has approximately 165 animal health pharma brands across multiple markets and therapeutic areas, with its core focus on pain management, anaesthetics and analgesics, fluid therapy, gastric ulcer and non-antibiotic anti-infectives, and dental products. Animalcare has a long established presence in Europe, with a recent expansion into APAC through its acquisition of Randlab. Animalcare Shares are traded on AIM (ANCR).

Structure, timetable and conditions

·          It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to elect to implement the Acquisition by way of a takeover offer as defined in Part 28 of the Companies Act, subject to the consent of, where necessary, the Panel).

·          The Acquisition will be subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement (including, amongst other things, approval by the requisite majorities of Scheme Shareholders at the Court Meeting and Animalcare Shareholders at the General Meeting and the satisfaction or waiver (as applicable) of the FIRB Condition) and to the full terms and conditions of the Acquisition to be set out in the Scheme Document.

·          The Acquisition will be put to Scheme Shareholders at the Court Meeting and to Animalcare Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders at the Court Meeting, present and voting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, the Resolutions must be passed by Animalcare Shareholders representing at least 75 per cent. of votes cast at the General Meeting, which is expected to be held immediately after the Court Meeting. Following the Court Meeting, the Scheme must also be sanctioned by the Court at the Sanction Hearing. Finally, a copy of the Court Order must be delivered to the Registrar of Companies, upon which the Scheme will become Effective. The Scheme must become Effective by no later than the Long Stop Date.

·          It is expected that the Scheme Document, containing further information about the Acquisition  and notices of the Court Meeting and the General Meeting, will be posted to Animalcare Shareholders (other than those resident in Restricted Jurisdictions) along with the Forms of Proxy and Form of Election as soon as practicable and in any event within 28 days of the date of this Announcement (or such later time as Animalcare, Bidco and the Panel may agree) and the Court Meeting and the General Meeting are expected to be held shortly thereafter.

·              Subject to the satisfaction or, where applicable, waiver of all relevant conditions, including the Conditions, the Acquisition is currently expected to complete during Q2 or Q3 2026. An expected timetable of key events relating to the Acquisition will be set out in the Scheme Document.

Comments on the Acquisition

Commenting on the Acquisition, Haitham Nasri, Partner in the Deal Team of Charterhouse, said:

"We are delighted to be announcing this recommended acquisition of Animalcare, an attractive business with unique characteristics as a global animal health pharmaceuticals platform. We look forward to partnering with the Animalcare management team in accelerating Animalcare's growth and achieving their strategic ambition. Jennifer and her team have built a very strong foundation and as we look to the next phase of Animalcare's growth, we will continue to provide the resources and strategic flexibility required to accelerate R&D investments for the long-term, make the required operational investments and pursue transformative M&A."

Commenting on the Acquisition, Ed Torr, Chair of Animalcare, said:

"As Chair, my priority is to ensure that Animalcare Shareholders have the opportunity to realise fair value for their investment. While the Animalcare Board remains confident in Animalcare's standalone prospects, delivering our long-term growth ambitions would require a sustained period of investment and execution over a number of years, against a backdrop of increasing macroeconomic uncertainty. The offer from Bidco provides Animalcare Shareholders with immediate value certainty in cash at an attractive premium and, for Eligible Animalcare Shareholders, the option to retain an economic interest through the Alternative Offer. Following a comprehensive review, supported by our advisers, the Animalcare Board has concluded unanimously that the Acquisition is in the best interests of Animalcare and the Animalcare Shareholders as a whole."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement including the Appendices. The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 contains the bases of calculation and sources of certain information contained in this Announcement. Appendix 3 contains details of the irrevocable undertakings procured by Bidco in relation to the Acquisition.  Appendix 4 contains a summary of the Aggregator, the Aggregator Interests, the Topco, the Topco Units and the eligibility to elect for the Alternative Offer. Appendix 5 contains details and bases of belief of the Animalcare Profit Estimates. Appendix 6 contains definitions of certain terms used in this summary and in this Announcement.

Allen Overy Shearman Sterling LLP is acting as legal adviser to Charterhouse and Bidco. Squire Patton Boggs (UK) LLP is acting as legal adviser to Animalcare.

The person responsible for arranging the release of this Announcement on behalf of Animalcare is Chris Brewster, Chief Financial Officer and Company Secretary.

Important notices relating to financial advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA, is acting exclusively for Charterhouse and Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Charterhouse and Bidco for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this Announcement, any statement contained herein or otherwise.

Stifel Nicolaus Europe Limited ("Stifel") which is authorised and regulated by the FCA, is acting exclusively for Animalcare and for no one else and will not be responsible to anyone other than Animalcare for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither Stifel, 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 Stifel in connection with this Announcement, any statement contained herein or otherwise.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the FCA, is acting exclusively for Animalcare and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Animalcare for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to the matters referred to in this Announcement. Neither Panmure Liberum nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents 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 Panmure Liberum in connection with the matters referred to in 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 any offer or invitation 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 Animalcare in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme (or, if the Acquisition is implemented by way of an Offer, how to accept the Offer). Any decision in respect of the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Bidco and Animalcare will prepare the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) to be distributed to Animalcare Shareholders. Bidco and Animalcare urge Animalcare Shareholders to read the Scheme Document (or Offer Document, as applicable) when it becomes available because it will contain important information relating to the Acquisition.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

This Announcement does not constitute a prospectus or a prospectus exempted document.

This Announcement contains inside information in relation to Animalcare for the purposes of Article 7 of the UK Market Abuse Regulation. Upon the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. 

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with English law, the Code, the UK Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England. The Acquisition will be subject to the applicable requirements of the Companies Act, the Code, the Panel, the London Stock Exchange, the FCA and applicable securities laws. The release, publication or distribution of this Announcement in, into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Acquisition (including the Alternative Offer) or to vote their Animalcare Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another person to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with such requirements may constitute a violation of securities laws in the relevant 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.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including, without limitation, agents custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition. If the Acquisition is implemented by way of an Offer instead of the Scheme, unless otherwise permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Additional information for U.S. investors

The Acquisition relates to the shares of an English company with a listing on AIM and is being made by means of a scheme of arrangement provided for under English company law. This Announcement has been prepared for the purpose of complying with English law, the Code, the UK Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of the U.S.. 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. Exchange Act. Accordingly, the Scheme will be 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.

If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, such Offer would be made in compliance with applicable U.S. laws and regulations, including any applicable exemptions under the U.S. Exchange Act, and in respect of the issuance of Aggregator Interests, pursuant to exemptions from, or in transactions not subject to, the registration requirements under the U.S. Securities Act. Such an Offer would be made into the United States by Bidco and no one else.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or the Alternative Offer or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S..

It may be difficult for U.S. holders of Animalcare Shares to enforce their rights and any claim arising out of the U.S. federal laws or to enforce a judgment of a U.S. court predicated upon the federal and state securities laws of the U.S., since Bidco and Animalcare are located in jurisdictions outside the U.S., and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. In addition, some or all of the assets of Bidco and Animalcare are or may be located in jurisdictions outside the U.S.. U.S. holders of Animalcare 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, Charterhouse, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Animalcare outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition and/or the Scheme becomes Effective, lapses or is otherwise withdrawn. 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 to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

The Aggregator Interests to be issued under the Alternative Offer have not been registered under the US Securities Act or under any relevant securities laws or with any securities regulatory authority of any state, district or other jurisdiction, of the U.S. and will not be listed on any stock exchange in the U.S.. The Aggregator Interests may not be offered or sold in the U.S. absent registration or an available exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act. To the extent Bidco effects the Acquisition as a scheme of arrangement, the Aggregator Interests will be issued in reliance upon the exemption from the registration requirements of Section 3(a)(10). Nothing in this Announcement constitutes an offer to sell, or a solicitation of offers to purchase, any Aggregator Interests or Topco Units.

The financial information included in this Announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and so may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). U.S. GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this Announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

U.S. Animalcare Shareholders should be aware that the Acquisition may have tax consequences under applicable U.S. federal, state and local, as well as foreign and other, tax laws and that such consequences, if any, are not described in this Announcement. Each Animalcare Shareholder, including U.S. Animalcare Shareholders, is urged to consult with appropriate independent legal, tax and financial advisers in connection with the consequences of the Acquisition on them.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and/or Animalcare contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of the management of Bidco and Animalcare about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on the Bidco Group and/or, the Animalcare Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "budgets", "targets", "aims", "scheduled", "estimates", "forecast", "intends", "anticipates", "seeks", "prospects", "potential", "possible", "assume" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and/or Animalcare (as appropriate) believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Animalcare can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Bidco and/or Animalcare) because they relate to events and depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of the Bidco Group and/or the Animalcare Group that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which the Bidco Group and the Animalcare Group operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco Group and the Animalcare Group operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this Announcement. Neither the Bidco Group nor the Animalcare Group, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties. All forward-looking statements contained in this Announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations (including under the Code, the UK Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules), neither the Bidco Group nor the Animalcare Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, profit estimates or quantified financial benefits statements

Other than the Animalcare Profit Estimates, except where otherwise expressly described as such, no statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Animalcare for the current or future financial years, would necessarily match or exceed the historical published earnings or earnings per share for Animalcare.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (a) the offeree company; and (b) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (a) the offeree company; and (b) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Animalcare Shareholders, persons with information rights and other relevant persons for the receipt of communications from Animalcare may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 to the Code.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Animalcare's website at https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/ and on Charterhouse's website at https://www.paw.charterhouse.co.uk/ promptly and in any event by no later than 12 noon (London time) on the Business Day following the date of this Announcement. Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks in this Announcement is incorporated into, or forms part of, this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Animalcare Shareholders, participants in the Animalcare Share Plan and persons with information rights may, subject to applicable securities laws, request a hard copy of this Announcement free of charge by contacting Animalcare's registrar, MUFG Corporate Markets, between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales) on 0371 664 0321 (or +44 371 664 0321 from overseas) or by submitting a request in writing to MUFG Corporate Markets (UK) Limited, Central Square, 29 Wellington Street, Leeds, LS1 4DL, with an address to which the hard copy may be sent. Such persons may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Animalcare confirms that as at the Latest Practicable Date, it had in issue and admitted to trading on AIM of the London Stock Exchange 69,045,945 ordinary shares of 20 pence each. No shares are held in treasury. The International Securities Identification Number (ISIN) of the ordinary shares is GB0032350695. The legal entity identifier of Animalcare is 213800A7XPQ528RMCC72.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

16 April 2026

RECOMMENDED ACQUISITION

OF

ANIMALCARE GROUP PLC ("Animalcare")

BY

CCP PAW 2 LIMITED ("Bidco")

(a wholly-owned indirect subsidiary of funds managed or advised by Charterhouse ("Charterhouse"))

to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006

1.         Summary

The boards of directors of Bidco and Animalcare are pleased to announce that they have reached agreement on the terms and conditions of a recommended acquisition by Bidco of the entire issued, and to be issued,  share capital of Animalcare (the "Acquisition"). 

2.         The Acquisition

The Cash Offer

Under the terms of the Cash Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, each Animalcare Shareholder will be entitled to receive:

336 pence in cash for each Animalcare Share held (the "Cash Offer")

The Cash Offer values the entire issued and to be issued share capital of Animalcare at approximately £235.2 million on a fully diluted basis.

The Cash Offer represents a premium of approximately:

o    36.0 per cent. to the Closing Price of 247 pence per Animalcare Share on 15 April 2026 (being the last Business Day before the date of this Announcement);

o    27.4 per cent. to the volume-weighted average price of 264 pence per Animalcare Share for the three-month period ended 15 April 2026 (being the last Business Day before the date of this Announcement); and

o    33.3 per cent. to the volume-weighted average price of 252 pence per Animalcare Share for the six-month period ended 15 April 2026 (being the last Business Day before the date of this Announcement).

The Alternative Offer

As an alternative to the Cash Offer, each Eligible Animalcare Shareholder may elect to reinvest the proceeds from the sale of such number of their Animalcare Shares as equals at least 66% of the Animalcare Shares held by them as at the Reinvestment Election Date by subscribing (on a cashless basis and indirectly through the Aggregator) for one Topco Unit for the proceeds from each Animalcare Share in relation to which their election relates, subject to the terms and conditions of the Alternative Offer (referred to in paragraph 13 of this Announcement, Appendix 4 to this Announcement and to be further set out in the Scheme Document) (the "Alternative Offer"). Each Topco Unit will be issued to and held by the Aggregator, with the Reinvesting Animalcare Shareholders being issued a proportionate number of Aggregator Interests.

The Aggregator Interests will be independently valued and an estimate of the value of the Aggregator Interests will be included in the Scheme Document. A summary of the Aggregator, the Aggregator Interests, Topco and the Topco Units is set out in paragraph 13 of this Announcement and in Appendix 4 to this Announcement, and further details will be included in the Scheme Document, the Aggregator Shareholders' Agreement, the Topco Shareholders' Agreement and the Topco Articles.

Implementation of the Acquisition

It is intended that the Acquisition (and, accordingly, the Cash Offer and the Alternative Offer) will be implemented by way of a scheme of arrangement as defined in Part 26 of the Companies Act (although Bidco reserves the right to elect to implement the Acquisition (and, accordingly, the Cash Offer and the Alternative Offer) by way of an Offer, subject to the consent of, where necessary, the Panel).

Dividends

The Animalcare Shares will be acquired by Bidco pursuant to the Scheme fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights attaching thereto as at the date of this Announcement or subsequently attaching or accruing to them, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, paid or payable or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Animalcare Shares.  

If,  on or after the date of this Announcement, any dividend and/or distribution and/or other return of capital is announced, declared, made or paid in respect of the Animalcare Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition  (and, accordingly, the Cash Offer and the Alternative Offer) for the Animalcare Shares by the aggregate amount of such dividend, distribution and/or other return of capital, in which case any reference in this Announcement to the consideration payable under the Cash Offer (or under the Alternative Offer) will be deemed to be a reference to the consideration as so reduced. In such circumstances, Animalcare Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition or the Scheme.

Scheme Document

It is currently expected that the Scheme Document will be published as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement. Subject to the satisfaction or, where applicable, waiver of all relevant Conditions and the further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, the Acquisition is currently expected to complete during Q2 or Q3 2026.

3.         Background to and reasons for the Acquisition

Charterhouse believes Animalcare represents an attractive asset with unique characteristics as a global animal health pharmaceuticals platform.

Animalcare is strategically positioned in an attractive animal health market, supported by structural tailwinds. Charterhouse believes that Animalcare has built a balanced and focused portfolio of products with low product concentration and broad geographic coverage across Europe and Australasia.

Charterhouse recognises that the acquisition of Randlab by Animalcare serves as a strategic blueprint for Animalcare's global expansion and proves the buy-and-build capabilities, and that strong internal R&D capabilities (demonstrated by successful recent launches and development of the pipeline) provide a path to further growth. However, Charterhouse believes Animalcare is better able to achieve its long-term growth potential as a private company rather than a public company. Charterhouse is well positioned to support Animalcare's next phase of growth by partnering with the high-quality management team, providing the strategic flexibility required to accelerate R&D investments for the long-term, make the required operational investments and pursue transformative M&A.

Charterhouse is one of the longest-established private equity firms operating in Europe, with a strong track-record of deploying capital into the healthcare sector, having supported the growth of a number of high-quality businesses and supported their management teams in achieving their strategic ambitions. Charterhouse believes that it can leverage its experience, resources and network to help build on the existing strong foundations and support the Animalcare business in its next phase of growth.

Accordingly, following careful consideration (in line with their fiduciary duties) of both the financial terms of the Cash Offer and the Alternative Offer, the Animalcare Directors intend to recommend unanimously the Acquisition to Animalcare Shareholders.

4.         Unanimous Recommendation by the Animalcare Directors

The Cash Offer

The Animalcare Directors, who have been so advised by Stifel as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing their advice to the Animalcare Directors, Stifel has taken into account the commercial assessments of the Animalcare Directors. Stifel is providing independent financial advice to the Animalcare Directors for the purposes of Rule 3 of the Code.

The Animalcare Directors consider the Acquisition to be in the best interests of Animalcare Shareholders as a whole. Accordingly, the Animalcare Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Animalcare Shareholders vote in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, that Animalcare Shareholders accept or procure acceptance of such Offer) as the Animalcare Directors who hold Animalcare Shares (in a personal capacity or through a nominee or connected investment vehicle) have irrevocably undertaken to do in respect of their entire beneficial holdings of Animalcare Shares, amounting in aggregate to 16,118,007 Animalcare Shares (representing approximately 23.3 per cent. of the existing issued share capital of Animalcare) as at the Latest Practicable Date.

Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in paragraph 8 and Appendix 3 to this Announcement.

The Alternative Offer

The Animalcare Directors have reviewed the terms of the Alternative Offer, but for the reasons described in this Announcement, the Animalcare Directors are unable to form a view as to whether or not the terms of the Alternative Offer are fair and reasonable and accordingly are not making any recommendation to Animalcare Shareholders in relation to the Alternative Offer.

In reviewing the terms of the Alternative Offer, the Animalcare Directors and Stifel  have identified certain key disadvantages and advantages of electing for the Alternative Offer, including but not limited to, those which are set out in further detail in paragraph 5 of this Announcement. Animalcare Shareholders are strongly encouraged to take into account such disadvantages and advantages, as well as a number of investment considerations and risk factors outlined in paragraph 5 of this Announcement and their particular circumstances, when deciding whether to elect for the Alternative Offer in respect of such number of their Animalcare Shares as equals at least 66% of the Animalcare Shares held by them as at the Reinvestment Election Date. Animalcare Shareholders should also determine whether acquiring or holding the Aggregator Interests is affected by the laws or regulations of the relevant jurisdiction in which they reside and whether the Alternative Offer is a suitable investment in light of their own personal and tax circumstances.

Jennifer Winter has given an irrevocable undertaking to accept the Alternative Offer in respect of certain of her own Animalcare Shares (as set out in further detail in paragraph 8 of this Announcement). Jennifer Winter has undertaken to elect for the Alternative Offer in the manner described in paragraph 8 of this Announcement because it allows her both to realise some cash when the Acquisition becomes Effective and to receive potential future benefit from the Aggregator Interests. Jennifer's personal circumstances mean that she is willing to hold unlisted, non-transferrable instruments, and she believes in her case these factors outweigh the other disadvantages outlined in this Announcement.

The remaining Animalcare Directors who are also Animalcare Shareholders have not yet determined whether or not they wish to elect for the Alternative Offer. Their intentions in relation to the Alternative Offer will be set out in the Scheme Document. The Animalcare Directors are not able to and do not give any advice to Animalcare Shareholders as to whether they should elect for the Alternative Offer as its benefits will depend on each Animalcare Shareholder's individual tax and financial situation. As set out above, Eligible Animalcare Shareholders should consider whether electing for the Alternative Offer is a suitable option for them in light of their own personal circumstances and investment objectives and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Alternative Offer.

5.         Background to and reasons for the Recommendation by the Animalcare Directors

The Animalcare Board remains highly confident in Animalcare's standalone prospects and its position as a leading veterinary sales, marketing and product development platform. Notwithstanding this confidence, the Animalcare Board has, over the past few years, received and considered approaches by several parties regarding a potential offer for the Animalcare Group. Following a period of disciplined deleveraging and the successful integration of Randlab in early 2025, the Animalcare Board has evaluated the Acquisition against its growth strategy and the risks associated with this, and believes that the Acquisition represents a superior outcome for stakeholders compared to remaining an independent AIM-listed entity.

The Cash Offer represents an attractive premium to Animalcare's recent trading performance and the Animalcare Board believes that it fairly recognises Animalcare's future growth prospects, with Animalcare's share price last being at or around the level of the Cash Offer in March 2022. While the Animalcare Board is confident in the strategy outlined at the Animalcare Group's capital markets event in March 2026, it recognises that achieving Animalcare's ambitious targets, including reaching revenue of ~£150 million and an EBITDA margin of ~25 per cent. by 2030, carries significant risks in an increasingly volatile macroeconomic environment.

The Animalcare Board recently outlined opportunities to accelerate Animalcare's revenue growth in the near to medium-term through increased and targeted investment, while continuing to develop and build the R&D pipeline of new products to deliver long-term growth potential, underpinned by the three-pillar strategy:

·    Organic growth: Driving growth of Animalcare's existing flagships brands through investment in sales and marketing capabilities and capacity, geographic expansion, life cycle management and establishing a retail channel to broaden the reach of Animalcare's dental franchise and, over time, other over-the-counter products;

·    Inorganic growth: Animalcare is committed to pursuing value-creating external opportunities through M&A, in-licensing of late-stage assets and novel technologies and partnerships; and

·    New product development: Building a balanced R&D pipeline while increasing the proportion of proprietary innovations through both organic and partnered research and development, with the potential to deliver transformational growth beyond the 2030 horizon.

The Animalcare Board recognises that the next phase of growth will require a materially higher level of investment in research and development, both in absolute and relative terms, than the previous five years, which were characterised by a focus on debt reduction and platform consolidation. Specifically:

·          Animalcare has transitioned from a fragmented business with one asset in the pipeline to a focused platform with six assets currently in development;

·          Animalcare has set a materially higher absolute target for research and development investment to build a balanced pipeline of pharmaceuticals and biologics. This investment will comprise a mix of opex (within EBITDA) and capex, which therefore has the potential to result in volatility and a negative impact on Animalcare's reported earnings; and

·          the Animalcare Board believes this intensive investment cycle, which involves high-risk early-stage discovery and clinical development, with durations of up to 7-8 years, is better suited to a private company capital structure with a longer-term investment horizon.

To achieve its 2030 revenue goals, Animalcare's acquisition strategy remains important. While the Animalcare Group has successfully managed its leverage (targeting up to c.2.0x EBITDA), the Animalcare Board believes that Animalcare can be more competitive in accelerating its M&A activities and executing off-market deals under a private equity ownership model. This ownership provides access to additional capital and a more flexible capital structure to undertake transformational M&A that might be dilutive or complex for an AIM-listed company to execute.

The Acquisition provides a compelling balance for Animalcare's diverse shareholder base:

·    Immediate Certainty: Animalcare Shareholders can receive a cash exit at a premium, offering liquidity and certainty in an uncertain market; and

·    Reinvestment Structure: The Acquisition includes the Alternative Offer, allowing Eligible Animalcare Shareholders to retain an economic interest in Animalcare's future. This enables participants to benefit from the potential value creation driven by the research and development pipeline and geographic expansion while under private ownership.

In reaching its decision to recommend the Acquisition, the Animalcare Board has recognised and factored in the strong support from Animalcare's two largest shareholders, Harwood Capital and Alychlo NV (Marc Coucke's investment vehicle). The Animalcare Board believes that the support of these large Animalcare Shareholders of the terms of the Acquisition confirms the Animalcare Board's assessment that the Acquisition is in the best interests of Animalcare and Animalcare Shareholders as a whole.

Stifel is unable to advise the Animalcare Directors as to whether or not the terms of the Alternative Offer are fair and reasonable. This is because Stifel has not had any involvement in the development and validation of any financial projections for the Aggregator or the Topco Group. As a result, Stifel is unable to assess any plans Charterhouse or Topco may have for the development of the Topco Group to the degree necessary to form an assessment of the value of the Alternative Offer. Stifel also notes the significant and variable impact that the disadvantages and advantages of the Alternative Offer may have for individual Eligible Animalcare Shareholders.

In terms of the advantages of the Alternative Offer, these include, in particular, the ability to participate in the potential future value creation of the Animalcare Group. In terms of the disadvantages, these include, in particular, the level of uncertainty in the future value of the Aggregator Interests which will depend on the performance of Animalcare in future which itself will be impacted by the business plan and strategy of the business under Charterhouse, as well as the terms of the Aggregator Interests and Topco Units (which are set out in further detail below).

Accordingly, the Animalcare Directors are unable to form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to Eligible Animalcare Shareholders as to whether or not they should elect for the Alternative Offer. In reviewing the terms of the Alternative Offer proposed by Charterhouse, the Animalcare Directors and Stifel have identified certain key disadvantages and advantages of electing for the Alternative Offer as set out below. Further investment considerations are outlined in paragraph 13 of this Announcement.

Disadvantages of electing for the Alternative Offer:

·          Eligible Animalcare Shareholders will only be able to elect for the Alternative Offer in relation to such number of their Animalcare Shares as equals at least 66% of the Animalcare Shares held by them as at the Reinvestment Election Date, and not a lower proportion of their Animalcare Shares.

·          Eligible Animalcare Shareholders have no certainty as to the number of Topco Units that they would receive an indirect interest in because:

·          the maximum number of Topco Units available to the Aggregator under the Alternative Offer will be limited to the equivalent of 24.99 per cent. of the total share capital of Topco immediately following the Effective Date; and

·          to the extent that elections for the Alternative Offer cannot be satisfied in full (as the maximum number of Topco Units described above would be otherwise exceeded), the entitlement to Topco Units of the Aggregator will be reduced on a pro rata basis and rounded down to the nearest whole number, and the balance of the consideration due to Animalcare Shareholders who were to receive Aggregator Interests in relation to those Topco Units (but for such scale back mechanism) will be paid in cash in accordance with the Cash Offer.

·          Following the Effective Date, the Animalcare Group will be controlled by the Charterhouse Funds (through Bidco) and neither holders of Aggregator Interests nor Topco Units (being the Aggregator itself) (each of which do not carry any voting rights and will only confer upon the Lead Aggregator Holders consent rights only in respect of a very limited number of Reserved Matters) will therefore have limited influence over decisions made by the Topco Group in relation to its investment in Animalcare Group or any other business.

·          The Aggregator Interests and Topco Units are unquoted and there is no current expectation that they will be listed or admitted for trading on any exchange or market for trading of securities and will therefore be illiquid. Any assessment of the value of the Aggregator Interests should therefore take into account an individual shareholder's assessment of an appropriate liquidity discount.

·          The Aggregator Interests and the Topco Units will not be transferrable (save in very limited circumstances such as with the prior consent of Charterhouse, pursuant to 'drag along' and 'tag along' provisions or otherwise in connection with an exit initiated by Charterhouse or, in relation to Topco Units, certain affiliate transfers where the shareholder is an investment fund).

·          The value of the Aggregator Interests will be uncertain and there can be no assurance that any such securities will be capable of being sold in the future or that they will be capable of being sold at the value to be estimated by Rothschild & Co in the Scheme Document.

·          Dividends, other distributions or returns of capital in respect of Aggregator Interests and Topco Units will not be guaranteed.

·          Further issuances of securities by Topco may occur. Holders of Aggregator Interests and Topco Units will not have any veto or pre-emption rights on further funding of Topco.

·          The limited catch-up right of holders of Topco Units to participate (indirectly through the Aggregator) in future issues of securities by Topco on the same terms as Charterhouse will be subject to certain customary exclusions.

·          In relation to any future issues of Topco Units, if Reinvesting Animalcare Shareholders wish to avoid their interest in Topco being reduced by any such issue, they will need to invest further cash sums. In particular, Animalcare Shareholders who do not elect to exercise their limited catch-up rights by investing the necessary cash sums in respect of such further issues of securities by Topco could suffer significant indirect dilution to their interest in Topco.

·          If the Topco Group introduces one or more management incentive plans for actual or potential employees, directors, officers and/or consultants of the Topco Group after the Effective Date that provides participants with an interest in securities in the Topco Group, such issue(s) could significantly dilute the interest of the Reinvesting Animalcare Shareholders. In addition, the Animalcare Group may not receive material cash sums as consideration for the issue of any such securities and the returns on any such securities may be structured to increase their proportionate interest in the Topco Group if the Topco Group increases in value (whether pursuant to a ratchet mechanism or otherwise).

·          The precise number of securities that may be issued by Topco from time to time cannot be ascertained at the date of this Announcement and will depend on a variety of factors including those above.

·          Any exit will occur at the sole discretion of Charterhouse, and holders of the Aggregator Interests and Topco Units will therefore not have control over the date(s), terms or value(s) on or at which they may be able to realise their investment in the Topco Group (if at all).

·          Charterhouse may make any amendment to, or variation of, the Topco Shareholders' Agreement, the Aggregator Shareholders' Agreement and/or the Topco Articles and/or related documents without the consent of, or notification to, holders of Aggregator Interests or Topco Units, provided that such amendments or variations are not disproportionately adverse to the economic position, and do not disproportionately increase the obligations, of the holders of Aggregator Interests compared to Charterhouse without the prior consent of the Aggregator or the Lead Aggregator Holders.

·          The Aggregator Shareholders' Agreement and Topco Shareholders' Agreement will also contain powers of attorney whereby the Aggregator and each Reinvesting Animalcare Shareholder (as applicable) appoints Topco as its attorney to secure the performance by the Aggregator or the relevant Animalcare Shareholder (as applicable) of certain obligations to be included in the Aggregator Shareholders' Agreement or Topco Shareholders' Agreement, including in relation to exits, transfers and refinancings.

·          A combination of such powers of attorney, and the variation provisions described above and certain other requirements to be included in the Aggregator Shareholders' Agreement, Aggregator Articles, Topco Shareholders' Agreement and Topco Articles will therefore narrow the scope of class rights protections which would otherwise be available to holders of Aggregator Interests and Topco Units under local law.

·          The Animalcare Shares are currently admitted to trading on the London Stock Exchange's AIM market and Animalcare Shareholders are afforded certain standards and protections, including in respect of disclosure, as a result. Animalcare Shareholders who elect for the Alternative Offer and reinvest in the Topco Group will not be afforded protections commensurate with those that they currently benefit from as shareholders in Animalcare.

·          While Animalcare Shareholders will need to take their own tax and legal advice, the structure of the Alternative Offer may have tax implications for those who are subject to tax and Animalcare Shareholders may be subject to taxes on proceeds even if such proceeds are reinvested as part of the Alternative Offer.

·          An investment in the Aggregator may have different tax implications compared to an investment in Animalcare Shares. Animalcare Shareholders will need to take their own legal and tax advice to consider these implications.

Advantages of electing for the Alternative Offer:

·          The Alternative Offer allows Animalcare Shareholders to reinvest in the Aggregator, providing continued economic exposure (indirectly) to Animalcare under private ownership.

·          The Alternative Offer allows Animalcare Shareholders to participate in potential future value creation and may ultimately deliver greater value than the Cash Offer (although this cannot be guaranteed).

Animalcare Shareholders are strongly encouraged to take into account the disadvantages and advantages of the Alternative Offer, as well as a number of investment considerations and risk factors outlined in paragraph 13 of this Announcement and their particular circumstances, when deciding whether to elect for the Alternative Offer in respect of such number of their Animalcare Shares as equals at least 66% of the Animalcare Shares held by them as at the Reinvestment Election Date.

Animalcare Shareholders should also determine whether acquiring or holding Aggregator Interests is affected by the laws or regulations of the relevant jurisdiction in which they reside and are encouraged to consider the advantages and disadvantages of electing for the Alternative Offer (including, but not limited to, those set out above), and whether the Aggregator Interests are a suitable investment in light of their own personal and tax circumstances.

Animalcare Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and full consideration of the information to be set out in the Scheme Document.

Further detail on the Animalcare Directors' elections for the Alternative Offer are set out in paragraph 8 below.

6.         Information on Charterhouse and Bidco

Charterhouse

Charterhouse is one of the longest established private equity firms operating in Europe, having built a strong reputation through over 80 years of active investments in private equity and over 35 years of buy-outs. Charterhouse typically invests in companies headquartered in Western Europe and works closely with incumbent management teams providing them with active support to drive growth. Charterhouse pursues a highly selective investment approach, partnering with a small number of high-quality companies.

Charterhouse has approximately €7 billion of funds under management and follows a selective, conviction-led approach to investing in high-quality mid-market companies headquartered in Europe. Charterhouse has 65 team members, including 17 partners and 35 investment professionals, all of whom are based in its London headquarters.

Bidco

Bidco is a private limited company incorporated in England and Wales. Bidco is a wholly-owned indirect subsidiary of the Charterhouse Funds. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

7.         Information on Animalcare

Headquartered in York (UK), Animalcare is an animal healthcare company focused on the development and commercialisation of products for companion animals, equine, and production animals. The company has approximately 165 animal health pharma brands across multiple markets and therapeutic areas, with its core focus on pain management, anaesthetics and analgesics, fluid therapy, gastric ulcer and non-antibiotic anti-infectives, and dental products. Animalcare has a long established presence in Europe, with a recent expansion into APAC through its acquisition of Randlab. Animalcare Shares are traded on AIM (ANCR).

8.         Irrevocable undertakings

Each of the Animalcare Directors who hold Animalcare Shares (in a personal capacity or through a nominee or connected investment vehicle) has irrevocably undertaken to vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolutions at the General Meeting (and, if the Scheme is subsequently structured as an Offer, to accept (or procure the acceptance of the Offer), in respect of their entire beneficial holdings of (in aggregate) 16,118,007 Animalcare Shares (representing approximately 23.3 per cent. of the existing issued share capital of Animalcare) as at the Latest Practicable Date.

One of the Animalcare Directors, Jennifer Winter, has also irrevocably undertaken to elect for the Alternative Offer in respect of:

(a)     all of the Animalcare Shares held by her as at the Reinvestment Election Date; and

(b)     such number of Animalcare Shares as would result in her having made an election in respect of the Alternative Offer in relation to 80 per cent. (net of applicable taxes and social security contributions and any exercise price and/or nominal value required to be paid on acquisition by her of the Plan Shares) of the cash consideration she would have otherwise received in respect of the Acquisition (absent any election for the Alternative Offer).

In addition to the irrevocable undertakings received from the Animalcare Directors as set out above, Bidco has also received an irrevocable undertaking from Harwood Capital, in respect of their entire beneficial holdings of Animalcare Shares (being 12,700,500 Animalcare Shares, representing approximately 18.4 per cent. of the existing issued share capital of Animalcare as at the Latest Practicable Date), to:

(a)     vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (and, if the Scheme is subsequently structured as an Offer, to accept or procure the acceptance of such Offer) in respect of all of their Animalcare Shares); and

(b)     to elect for the Alternative Offer in respect of not less than 8,928,572 Animalcare Shares.

In aggregate, therefore, Bidco has received irrevocable undertakings to vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept or procure the acceptance of the Offer) in respect of 28,818,507 Animalcare Shares, representing approximately 41.7 per cent. of the existing issued share capital of Animalcare as at the Latest Practicable Date.

Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in Appendix 3 to this Announcement.

9.         Intentions of Bidco

Strategic plans for the Animalcare Group

Bidco intends to support Animalcare's existing strategy following the completion of the Acquisition and believes that the successful execution of the key elements of Animalcare's strategy, in particular R&D investments, operational investments and transformative M&A can be underpinned and enhanced without the pressures of being a listed business. Bidco believes that private ownership can allow access to additional capital and resources to accelerate the longer term potential of the business.

Employees and management

Bidco attaches great importance to the skills and experience of Animalcare's employees and believes that identifying and retaining key staff within Animalcare will be of paramount importance moving forwards following the Acquisition. Bidco believes that employees will benefit from greater opportunities in a private setting following the Acquisition.

As noted in paragraph 15 once Animalcare ceases to be a listed company, the listed company-related functions will no longer be needed or will be capable of being merged or reorientated to align with Animalcare's new status as a private company. This may lead to a limited reduction in the headcount of Animalcare.

Other than as described above, Bidco does not intend for the Acquisition to have any material impact on the continued employment of Animalcare's employees.

Existing employment rights and pensions

Bidco confirms that, following completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all Animalcare employees will be fully safeguarded in accordance with applicable law. Bidco does not intend for there to be any changes to employer contributions into Animalcare's pension schemes, the accrual of benefits for existing members, and the admission of new members. Save as set out in this Announcement, Bidco does not intend to make any material changes to the conditions of employment, or to the balance of skills and functions, of the employees of Animalcare, unless otherwise agreed with the relevant employees.

Management incentive arrangements

Bidco has not entered into any form of incentivisation arrangements with members of Animalcare's management nor has it had discussions with them about the terms of any such incentivisation. At an appropriate future date following completion of the Acquisition, Bidco intends to discuss and agree the provision of an alternative future incentive structure for certain members of the Animalcare management team.

Headquarters, locations, fixed assets and research and development

Bidco does not intend to make any changes to Animalcare's fixed assets or asset base. Bidco does not intend to carry out any material restructurings or changes in the location or functions of Animalcare's headquarters or with regard to Animalcare's operations and places of business, other than in respect of the listed company-related functions as described above, and as a consequence of supporting management in continuing its strategy (including of acquiring businesses). Animalcare's R&D function remains strategically important to Bidco and Bidco intends to continue the Animalcare Board's strategy of making materially higher levels of investment in Animalcare's research and development function, in both absolute and relative terms, compared to the levels of investment made by Animalcare over the preceding five-year period.

Trading facilities

Animalcare Shares are currently admitted to trading on AIM. Prior to the Effective Date, it is intended that an application will be made to the London Stock Exchange for admission of the Animalcare Shares to trading on AIM to be cancelled with effect from or shortly following the Effective Date. Bidco also intends that, following the cancellation of the trading of the Animalcare Shares on AIM, Animalcare will be re-registered as a private limited company. Please refer to paragraph 15 of this Announcement for further information.

No post-offer undertakings

No statements in this paragraph are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

10.       Animalcare Share Plan

Participants in the Animalcare Share Plan will be contacted regarding the effect of the Acquisition on their rights under the Animalcare Share Plan and, to the extent required, in due course appropriate proposals pursuant to Rule 15 of the Code will be made to such participants which reflect their entitlements under the Animalcare Share Plan.

Further details of such proposals will be set out in the Scheme Document and in separate letters to be sent to the participants in due course.

11.       Financing of the Acquisition

The Charterhouse Funds have committed to make indirect capital contributions to Bidco to finance the entire cash consideration payable to Animalcare Shareholders under the terms of the Cash Offer. Rothschild & Co in its capacity as financial adviser to Charterhouse and Bidco, is satisfied that sufficient cash resources are available to Bidco to enable Bidco to satisfy in full the cash consideration payable to Animalcare Shareholders under the terms of the Cash Offer.

Bidco has also obtained a signed commitment letter from certain lenders in respect of debt financing which may be used towards, inter alia: (i) financing or refinancing all amounts payable in connection with the Acquisition; (ii) repayment and/or backstopping of existing indebtedness of the Animalcare Group (and any related prepayment fees); and (iii) payment of fees, costs, expenses, stamp duty, taxes and/or liabilities in connection with the foregoing.

Further information in relation to the financing of the Acquisition will be set out in the Scheme Document.

12.       Offer‑related arrangements

Confidentiality Agreement

Charterhouse and Animalcare entered into the Confidentiality Agreement on 8 January 2026 pursuant to which Charterhouse has undertaken, subject to certain exceptions (a) to keep certain information relating to the Acquisition and to the other party confidential; and (b) not to disclose such information to third parties.

The Confidentiality Agreement also contains customary non-solicitation and standstill provisions, in each case subject to customary carve-outs, which apply for a period of 6 months for the non-solicitation provisions; and 12 months for the standstill provisions, in each case from the date of the Confidentiality Agreement.

The obligations in the Confidentiality Agreement shall terminate on the date falling 24 months after the date of the Confidentiality Agreement.

Clean Team Agreement

Charterhouse and Animalcare entered into the Clean Team Agreement on 2 March 2026, which sets out, among other things, how confidential information that is competitively sensitive can be disclosed, used or shared between Charterhouse's clean team members and/or external advisers retained by Charterhouse and Animalcare's clean team members and/or external advisers retained by Animalcare.

13.       Alternative Offer

Terms of the Alternative Offer

Under the Alternative Offer, Eligible Animalcare Shareholders may elect, in respect of such number of their Animalcare Shares as equals at least 66% of the Animalcare Shares held by them as at the Reinvestment Election Date, to indirectly reinvest their proceeds (by way of a cashless subscription for Aggregator Interests), in lieu of the Cash Offer to which they are otherwise entitled, and ultimately indirectly receive, for each Animalcare Share, 1 Topco Unit.

Accordingly, by way of example, if an Eligible Animalcare Shareholder with 1,000 Animalcare Shares validly elects to receive the Alternative Offer in respect of all of its Animalcare Shares, it will be entitled to reinvest the proceeds from the sale of all of its Animalcare Shares by subscribing (on a cashless basis) for such number of Aggregator Interests as is proportionate to the value of 1,000 Topco Units (which shall in turn be subscribed for by the Aggregator in relation to that Animalcare Shareholder's Topco Units).

The maximum number of Topco Units available to the Aggregator under the Alternative Offer will be limited to the equivalent of 24.99% of the total share capital of Topco in issue immediately following the Effective Date (the "Alternative Offer Maximum").

If valid elections are received from Eligible Animalcare Shareholders in respect of a number of Animalcare Shares that would require the issue of Topco Units exceeding the Alternative Offer Maximum, such elections will be unable to be satisfied in full. In these circumstances, the entitlement to Topco Units of each Animalcare Shareholder who has made a valid election will be reduced on a pro rata basis and rounded down to the nearest whole number, and the balance of the consideration due to such Animalcare Shareholder will be paid in cash in accordance with the terms of the Cash Offer.

Eligible Animalcare Shareholders who elect for the Alternative Offer will, pursuant to a power of attorney to be included in the Form of Election and/or the Scheme Document, deliver a fully executed deed of adherence pursuant to which they will be bound by the Aggregator Shareholders' Agreement.

Animalcare Shareholders who do not validly elect for the Alternative Offer will automatically receive the full amount of the Cash Offer for their entire holding of Animalcare Shares.

For the purpose of Rule 24.11 of the Code, Rothschild & Co, as financial adviser to Bidco, will provide an estimate of the value of an Aggregator Interest, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, in a letter to be included in the Scheme Document.

If an Eligible Animalcare Shareholder elects to reinvest the cash consideration payable to it in respect of a number of its Animalcare Shares equalling at least 66% of the Animalcare Shares held by it as at the Reinvestment Election Date, the portion of the cash consideration in respect of which such election is made will instead be applied on a cashless basis, at its direction in making payment to the Aggregator by way of a subscription for Aggregator Interests. Any balance shall be paid out to that Animalcare Shareholder in cash. In respect of any such election, the Aggregator will in turn apply such cash consideration on a cashless basis, at the Aggregator's direction in making payment to Topco by way of a subscription for Topco Units.

Aggregator Interests

The Aggregator Interests issued to Animalcare Shareholders who validly elect for the Alternative Offer will be issued credited as fully paid. The Aggregator Ordinary Shares will rank pari passu in all respects with each other. The Aggregator Preferred Return Instruments will rank pari passu in all respects with each other. The economic rights attaching to the Aggregator Ordinary Shares and the Aggregator Preferred Return Instruments will mirror those of the Topco Ordinary Shares and the Topco Preferred Return Instruments respectively, such that the relative economic entitlements as between the two classes of instruments at the Aggregator level reflect the relative economic entitlements as between the corresponding classes at the Topco level.

Aggregator share capital as a result of the Acquisition

On or around the Effective Date, Animalcare Shareholders who validly elect for the Alternative Offer will subscribe for Aggregator Ordinary Shares and Aggregator Preferred Return Instruments. The ratio of Aggregator Ordinary Shares to Aggregator Preferred Return Instruments subscribed for by each such Animalcare Shareholder shall be the same as the ratio of Topco Ordinary Shares to Topco Preferred Return Instruments for which the Aggregator subscribes.

Topco Units

The Topco Units issued to the Aggregator in connection with the Alternative Offer will be issued credited as fully paid. The Topco Preferred Return Instruments will rank pari passu with each other. The Topco A Ordinary Shares and Topco B Ordinary Shares will rank pari passu in all respects with each other, save that Topco B Ordinary Shares will have no voting rights and governance rights will be as described in Appendix 4 to this Announcement.

Topco share capital as a result of the Acquisition

On or around the Effective Date, Topco will, subject to the terms and conditions of the Alternative Offer, issue Topco Units to the Aggregator. The Topco B Ordinary Shares to be issued to the Aggregator on or around the Effective Date will be issued at an equivalent value to the Topco A Ordinary Shares to be issued to an entity controlled by the Charterhouse Funds on or around the Effective Date, and the Topco Preferred Return Instruments to be issued to the Aggregator on or around the Effective Date will be issued at an equivalent value to the Topco Preferred Return Instruments to be issued to an entity controlled by the Charterhouse Funds on or around the Effective Date.

The aggregate number of Topco B Ordinary Shares issued to the Aggregator will comprise up to 24.99 per cent. of the total issued ordinary share capital of Topco, and the aggregate value of Topco Preferred Return Instruments issued to the Aggregator will comprise up to 24.99 per cent. of the total nominal value of Topco Preferred Return Instruments issued by Topco.

Risk factors and other investment considerations

A summary of the key rights attaching to the Aggregator Interests and the Topco Units is set out in Appendix 4 to this Announcement and further details will be set out in the Scheme Document, the Aggregator Shareholders' Agreement, the Topco Shareholders' Agreement, the Aggregator Articles and the Topco Articles.

The attention of Eligible Animalcare Shareholders who may be considering electing for the Alternative Offer is drawn to certain risk factors and other investment considerations relevant to such an election. These will be set out in full in the Scheme Document and include, inter alia, the following:

·          following the Effective Date, the Animalcare Group will be controlled by the Charterhouse Funds (through Bidco) and neither holders of Aggregator Interests nor Topco Units (being the Aggregator itself) (each of which do not carry any voting rights and will only confer upon the Lead Aggregator Holders consent rights only in respect of a very limited number of Reserved Matters) will therefore have limited influence over decisions made by Topco in relation to its investment in Animalcare or any other business;

·          the Aggregator Interests and Topco Units are unquoted and there is no current expectation that they will be listed or admitted for trading on any exchange or market for trading of securities and will therefore be illiquid. Any assessment of the value of the Aggregator Interests should therefore take into account an individual shareholder's assessment of an appropriate liquidity discount;

·          the Aggregator Interests and the Topco Units will not be transferrable (save in very limited circumstances such as with the prior consent of Charterhouse, pursuant to 'drag along' and 'tag along' provisions or otherwise in connection with an exit initiated by Charterhouse or, in relation to Topco Units, certain affiliate transfers where the shareholder is an investment fund);

·          the value of the Aggregator Interests will be uncertain and there can be no assurance that any such securities will be capable of being sold in the future or that they will be capable of being sold at the value to be estimated by Rothschild & Co in the Scheme Document;

·          dividends, other distributions or returns of capital in respect of Aggregator Interests and Topco Units will not be guaranteed;

·          given the scale back mechanism described at paragraph 13 above, Animalcare Shareholders will have no certainty as to the number of Topco Units they would receive an interest in;

·          further issuances of securities by Topco may occur. Holders of Aggregator Interests and Topco Units will not have any veto or pre-emption rights on further funding of Topco;

·          the limited catch-up right of holders of Topco Units to participate (indirectly through the Aggregator) in future issues of securities by Topco on the same terms as Charterhouse will be subject to certain customary exclusions;

·          in relation to any future issues of Topco Units, if Reinvesting Animalcare Shareholders wish to avoid their interest in Topco being reduced by any such issue, they will need to invest further cash sums. In particular, Animalcare Shareholders who do not elect to exercise their limited catch-up rights by investing the necessary cash sums in respect of such further issues of securities by Topco could suffer significant indirect dilution to their interest in Topco;

·          if the Topco Group introduces one or more management incentive plans for actual or potential employees, directors, officers and/or consultants of the Topco Group after the Effective Date that provides participants with an interest in securities in the Topco Group, such issue(s) could significantly dilute the interest of the Reinvesting Animalcare Shareholders. In addition, the Topco Group may not receive material cash sums as consideration for the issue of any such securities and the returns on any such securities may be structured to increase their proportionate interest in the Topco Group if the Topco Group increases in value (whether pursuant to a ratchet mechanism or otherwise);

·          the precise number of securities that may be issued by Topco from time to time cannot be ascertained at the date of this Announcement and will depend on a variety of factors including those above;

·          any exit will occur at the sole discretion of Charterhouse, and holders of the Aggregator Interests and Topco Units will therefore not have control over the date(s), terms or value(s) on or at which they may be able to realise their investment in the Topco Group (if at all);

·          Charterhouse may make any amendment to, or variation of, the Topco Shareholders' Agreement, the Aggregator Shareholders' Agreement and/or the Topco Articles and/or related documents without the consent of, or notification to, holders of Aggregator Interests or Topco Units, provided that such amendments or variations are not disproportionately adverse to the economic position, and do not disproportionately increase the obligations, of the holders of Aggregator Interests compared to Charterhouse without the prior consent of the Aggregator or the Lead Aggregator Holders;

·          the Aggregator Shareholders' Agreement and Topco Shareholders' Agreement will also contain powers of attorney whereby the Aggregator and each Reinvesting Animalcare Shareholder (as applicable) appoints Topco as its attorney to secure the performance by the Aggregator or the relevant Animalcare Shareholder (as applicable) of certain obligations to be included in the Aggregator Shareholders' Agreement or Topco Shareholders' Agreement, including in relation to exits, transfers and refinancings;

·          a combination of such powers of attorney, and the variation provisions described above and certain other requirements to be included in the Aggregator Shareholders' Agreement, Aggregator Articles, Topco Shareholders' Agreement and Topco Articles will therefore narrow the scope of class rights protections which would otherwise be available to holders of Aggregator Interests and Topco Units under local law;

·          the Animalcare Shares are currently admitted to trading on the London Stock Exchange's AIM market and Animalcare Shareholders are afforded certain standards and protections, including in respect of disclosure, as a result. Animalcare Shareholders who elect for the Alternative Offer and reinvest in the Animalcare Group will not be afforded protections commensurate with those that they currently benefit from as shareholders in Animalcare;

·          while Animalcare Shareholders will need to take their own tax and legal advice, the structure of the Alternative Offer may have tax implications for those who are subject to tax and Animalcare Shareholders may be subject to taxes on proceeds even if such proceeds are reinvested as part of the Alternative Offer; and

·          an investment in the Aggregator may have different tax implications compared to an investment in Animalcare Shares. Animalcare Shareholders will need to take their own legal and tax advice to consider these implications.

The Alternative Offer is not being offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction and individual acceptances of the Alternative Offer will only be valid if all regulatory approvals required by an Animalcare Shareholder to acquire the Aggregator Interests have been obtained.

In addition, Eligible Animalcare Shareholders who elect for the Alternative Offer will be required to provide certain "Know Your Client" information as requested by Bidco and Charterhouse.

14.       Scheme process

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to elect to implement the Acquisition by way of a takeover offer as defined in Part 28 of the Companies Act, subject to the consent of, where necessary, the Panel).

The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of Animalcare. The Scheme is an arrangement between Animalcare and the Scheme Shareholders and is subject to the approval of the Court. The procedure involves, among other things, an application by Animalcare to the Court to sanction the Scheme, in consideration for which Scheme Shareholders will receive cash or Aggregator Interests on the basis described in paragraph 2 of this Announcement.

On the Scheme becoming Effective: (a) it will be binding on all Animalcare Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and the General Meeting (and, if they attended and voted, whether or not they voted in favour); and (b) share certificates in respect of Animalcare Shares will cease to be of value and should be destroyed and entitlements to Animalcare Shares held within the CREST system will be cancelled. The consideration payable under the Scheme will be despatched to Scheme Shareholders by Bidco no later than 14 days after the Effective Date.

Any Animalcare Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions at the General Meeting will, among other matters, provide that the articles of association of Animalcare be amended to incorporate provisions requiring any Animalcare Shares issued after the Scheme Record Time (other than to Bidco or its nominee(s)) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the articles of association of Animalcare (as amended) will avoid any person (other than Bidco or its nominee(s)) holding Animalcare Shares after the Effective Date.

The Acquisition will be subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document. Those Conditions include the Scheme becoming Effective by 11.59 p.m. (London time) on the Long Stop Date and the Scheme itself will be conditional upon:

(a)        the approval of the Scheme by a majority in number of the Scheme Shareholders, representing not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders, present and voting, either in person or by proxy, at the Court Meeting;

(b)        the passing of the Resolutions by at least 75 per cent. of votes cast at the General Meeting;

(c)        the Scheme being sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and Animalcare); and

(d)        the Court Order being delivered to the Registrar of Companies.

The Acquisition will also be conditional upon the satisfaction or waiver (as applicable) of the FIRB Condition, which must be satisfied or waived (as applicable) before the Scheme can become Effective.

The Scheme will lapse and the Acquisition will not proceed if:

o    the Court Meeting and the General Meeting are not held by the 22^nd day after the expected date of such meetings to be set out in the Scheme Document in due course;

o    the Sanction Hearing is not held by the 22^nd day after the expected date of such hearing to be set out in the Scheme Document in due course; or

o    the Scheme does not become Effective by 11.59 p.m. (London time) on the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Sanction Hearing as set out above may be waived by Bidco and Animalcare and the deadline for the Scheme to become Effective may be extended by agreement between Bidco and Animalcare and with consent of the Panel and (where relevant) the Court.

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, will be posted to Animalcare Shareholders (other than those resident in Restricted Jurisdictions) along with the Forms of Proxy and Form of Election as soon as practicable and in any event within 28 days of the date of this Announcement (or such later time as Animalcare, Bidco and the Panel may agree) and the Court Meeting and the General Meeting are expected to be held shortly thereafter.

Subject to the satisfaction or, where applicable, waiver of all relevant conditions, including the Conditions, the Acquisition is currently expected to complete during Q2 or Q3 2026. An expected timetable of key events relating to the Acquisition will be set out in the Scheme Document.

15.       Delisting, cancellation of trading and re-registration

Animalcare Shares are currently admitted to trading on AIM. Prior to the Scheme becoming Effective, it is intended that applications will be made to the London Stock Exchange to, subject to the Scheme becoming Effective, cancel the admission to trading of Animalcare Shares on AIM, with effect from or shortly following the Effective Date.

The last day of dealings in, and registration of transfers of, Animalcare Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6:00 p.m. (London time) on that date.

On the Effective Date, share certificates in respect of Animalcare Shares will cease to be valid and entitlements to Animalcare Shares held within the CREST system will be cancelled.

It is also intended that, following the Effective Date (or, if the Acquisition is implemented by way of an Offer instead of the Scheme, the Offer becoming or being declared Unconditional) and following the cancellation of the trading of Animalcare Shares on AIM, Animalcare will be re-registered as a private company under the relevant provisions of the Companies Act.

16.       Disclosure of interests in Animalcare securities

Except for the irrevocable undertakings referred to in paragraph 8 above and Appendix 3 to this Announcement, as at close of business on the Latest Practicable Date, neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person treated as acting in concert (within the meaning of the Code) with it for the purposes of the Acquisition, had:

(a)        any interest in, or right to subscribe for, any relevant securities of Animalcare; or

(b)        any short positions in respect of relevant securities of Animalcare (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or

(c)        borrowed or lent any relevant securities of Animalcare (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Code), save for any borrowed shares which have been either on-lent or resold; or

(d)        entered into any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code in relation to the relevant securities of Animalcare. 

An "interest in securities" for these purposes arises, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an "interest" by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

17.       Documents published on a website

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Animalcare's website at https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/ and on Charterhouse's website at https://www.paw.charterhouse.co.uk/ promptly and in any event by no later than 12 noon (London time) on the Business Day following this Announcement and will remain so available until the end of the Offer Period:

(a)        this Announcement;

(b)        the Confidentiality Agreement;

(c)        the Clean Team Agreement;

(d)        the Alternative Offer Term Sheet;

(e)        the documents relating to the financing of the Acquisition;

(f)        the irrevocable undertakings described in Appendix 3 to this Announcement; and

(g)        the consents of Rothschild & Co, Stifel, and Panmure Liberum referred to in paragraph 18 below.

Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

18.       General

Bidco reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of an Offer instead of the Scheme. In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments (including to statutory voting requirements), to reflect the change in method of implementing the Acquisition, including in particular the amendments referred to in Part 2 of Appendix 1 to this Announcement.

In deciding whether or not to vote or procure votes to approve the Scheme at the Court Meeting or to vote or procure votes in favour of the Resolutions at the General Meeting in respect of their Animalcare Shares, Animalcare Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Animalcare Shareholders should be aware that Bidco may purchase Animalcare Shares otherwise than under the Scheme (or any Offer), including pursuant to privately negotiated purchases.

Rothschild & Co (as Financial Adviser to Charterhouse and Bidco) and Stifel (as Financial Adviser, Rule 3 Adviser, and Joint Broker to Animalcare and Panmure Liberum (as Joint Broker to Animalcare) have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their name in the form and context in which they appear.

The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 contains the bases of calculation and sources of certain information contained in this Announcement. Appendix 3 contains details of the irrevocable undertakings procured by Bidco in relation to the Acquisition.  Appendix 4 contains a summary of the Aggregator, the Aggregator Interests, the Topco, the Topco Units and the eligibility to elect for the Alternative Offer. Appendix 5 contains details and bases of belief of the Animalcare Profit Estimates. Appendix 6 contains definitions of certain terms used in this Announcement.

Allen Overy Shearman Sterling LLP is acting as legal adviser to Charterhouse and Bidco. Squire Patton Boggs (UK) LLP is acting as legal adviser to Animalcare.

The person responsible for arranging the release of this Announcement on behalf of Animalcare is Chris Brewster, Chief Financial Officer and Company Secretary.

Important notices relating to financial advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA, is acting exclusively for Charterhouse and Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Charterhouse and Bidco for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this Announcement, any statement contained herein or otherwise.

Stifel Nicolaus Europe Limited ("Stifel") which is authorised and regulated by the FCA, is acting exclusively for Animalcare and for no one else and will not be responsible to anyone other than Animalcare for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither Stifel, 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 Stifel in connection with this Announcement, any statement contained herein or otherwise.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the FCA, is acting exclusively for Animalcare and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Animalcare for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to the matters referred to in this Announcement. Neither Panmure Liberum nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents 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 Panmure Liberum in connection with the matters referred to in 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 any offer or invitation 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 Animalcare in any jurisdiction in contravention of applicable law . The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme (or, if the Acquisition is implemented by way of an Offer, how to accept the Offer). Any decision in respect of the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Bidco and Animalcare will prepare the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) to be distributed to Animalcare Shareholders. Bidco and Animalcare urge Animalcare Shareholders to read the Scheme Document (or Offer Document, as applicable) when it becomes available because it will contain important information relating to the Acquisition.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

This Announcement does not constitute a prospectus or a prospectus exempted document.

This Announcement contains inside information in relation to Animalcare for the purposes of Article 7 of the UK Market Abuse Regulation. Upon the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. 

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with English law, the Code, the UK Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England. The Acquisition will be subject to the applicable requirements of the Companies Act, the Code, the Panel, the London Stock Exchange, the FCA and applicable securities laws. The release, publication or distribution of this Announcement in, into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Acquisition (including the Alternative Offer) or to vote their Animalcare Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another person to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with such requirements may constitute a violation of securities laws in the relevant 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.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including, without limitation, agents custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition. If the Acquisition is implemented by way of an Offer instead of the Scheme, unless otherwise permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Additional information for U.S. investors

The Acquisition relates to the shares of an English company with a listing on AIM and is being made by means of a scheme of arrangement provided for under English company law. This Announcement has been prepared for the purpose of complying with English law, the Code, the UK Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of the U.S.. 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. Exchange Act. Accordingly, the Scheme will be 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.

If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, such Offer would be made in compliance with applicable U.S. laws and regulations, including any applicable exemptions under the U.S. Exchange Act, and in respect of the issuance of Aggregator Interests, pursuant to exemptions from, or in transactions not subject to, the registration requirements under the U.S. Securities Act. Such an Offer would be made into the United States by Bidco and no one else.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or the Alternative Offer or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S..

It may be difficult for U.S. holders of Animalcare Shares to enforce their rights and any claim arising out of the U.S. federal laws or to enforce a judgment of a U.S. court predicated upon the federal and state securities laws of the U.S., since Bidco and Animalcare are located in jurisdictions outside the U.S., and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. In addition, some or all of the assets of Bidco and Animalcare are or may be located in jurisdictions outside the U.S.. U.S. holders of Animalcare 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, Charterhouse, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Animalcare outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition and/or the Scheme becomes Effective, lapses or is otherwise withdrawn. 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 to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

The Aggregator Interests to be issued under the Alternative Offer have not been registered under the US Securities Act or under any relevant securities laws or with any securities regulatory authority of any state, district or other jurisdiction, of the U.S. and will not be listed on any stock exchange in the U.S.. The Aggregator Interests may not be offered or sold in the U.S. absent registration or an available exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act. To the extent Bidco effects the Acquisition as a scheme of arrangement, the Aggregator Interests will be issued in reliance upon the exemption from the registration requirements of Section 3(a)(10). Nothing in this Announcement constitutes an offer to sell, or a solicitation of offers to purchase, any Aggregator Interests or Topco Units.

The financial information included in this Announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and so may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). U.S. GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this Announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

U.S. Animalcare Shareholders should be aware that the Acquisition may have tax consequences under applicable U.S. federal, state and local, as well as foreign and other, tax laws and that such consequences, if any, are not described in this Announcement. Each Animalcare Shareholder, including U.S. Animalcare Shareholders, is urged to consult with appropriate independent legal, tax and financial advisers in connection with the consequences of the Acquisition on them.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and/or Animalcare contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of the management of Bidco and Animalcare about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on the Bidco Group and/or, the Animalcare Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "budgets", "targets", "aims", "scheduled", "estimates", "forecast", "intends", "anticipates", "seeks", "prospects", "potential", "possible", "assume" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and/or Animalcare (as appropriate) believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Animalcare can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Bidco and/or Animalcare) because they relate to events and depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of the Bidco Group and/or the Animalcare Group that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which the Bidco Group and the Animalcare Group operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco Group and the Animalcare Group operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this Announcement. Neither the Bidco Group nor the Animalcare Group, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties. All forward-looking statements contained in this Announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations (including under the Code, the UK Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules), neither the Bidco Group nor the Animalcare Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, profit estimates or quantified financial benefits statements

Other than the Animalcare Profit Estimates, except where otherwise expressly described as such, no statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Animalcare for the current or future financial years, would necessarily match or exceed the historical published earnings or earnings per share for Animalcare.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (a) the offeree company; and (b) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (a) the offeree company; and (b) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Animalcare Shareholders, persons with information rights and other relevant persons for the receipt of communications from Animalcare may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 to the Code.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Animalcare's website at https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/ and on Charterhouse's website at www.paw.charterhouse.co.uk promptly and in any event by no later than 12 noon (London time) on the Business Day following the date of this Announcement. Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks in this Announcement is incorporated into, or forms part of, this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Animalcare Shareholders, participants in the Animalcare Share Plan and persons with information rights may, subject to applicable securities laws, request a hard copy of this Announcement free of charge by contacting Animalcare's registrar, MUFG Corporate Markets, between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales) on 0371 664 0321 (or +44 371 664 0321 from overseas) or by submitting a request in writing to MUFG Corporate Markets (UK) Limited, Central Square, 29 Wellington Street, Leeds, LS1 4DL, with an address to which the hard copy may be sent. Such persons may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Animalcare confirms that as at the Latest Practicable Date, it had in issue and admitted to trading on AIM of the London Stock Exchange 69,045,945 ordinary shares of 20 pence each. No shares are held in treasury. The International Securities Identification Number (ISIN) of the ordinary shares is GB0032350695. The legal entity identifier of Animalcare is 213800A7XPQ528RMCC72.

Appendix 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

Part 1

conditions to the acquisition

Scheme Condition

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Code, by no later than 11.59 p.m. (London time) on the Long Stop Date.

2.         The Scheme will be subject to the following conditions:

2.1       (a)        its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders who are on the register of members of Animalcare at the Voting Record Time (or the relevant class or classes thereof, if applicable), in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting or at any separate class meeting which may be required by the Court (as applicable); and

(b)       the Court Meeting and any separate class meeting which may be required by the Court  being held on or before the 22^nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date (i) as Bidco and Animalcare may agree or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and, in each case that, if so required, the Court may allow);

2.2       (a)        the Resolutions being duly passed by the requisite majority or majorities at the General Meeting; and

(b)       the General Meeting being held on or before the 22^nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date (i) as Bidco and Animalcare may agree or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and, in each case that, if so required, the Court may allow); and

2.3       (a)        the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to Bidco and Animalcare);

(b)       the Sanction Hearing being held on or before the 22^nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date (i) as Bidco and Animalcare may agree or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel and, in each case that, if so required, the Court may allow); and

(c)        the Court Order being delivered to the Registrar of Companies.

General Conditions

3.         In addition, subject as stated in Part 2 of this Appendix 1 and to the requirements of the Panel, Bidco and Animalcare have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to complete the Acquisition will not be taken unless the following Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

Official authorisations, regulatory clearances and Third Party clearances

Australia

3.1       Bidco giving the Treasurer of the Commonwealth of Australia notice in accordance with the Foreign Acquisitions and Takeovers Act 1975 (Cth) ("FATA") that Bidco proposes to undertake the Acquisition and pays any applicable fee, and the Treasurer of the Commonwealth of Australia (or his or her delegate) either:

(a)        gives a no objection notification (within the meaning of the FATA) stating that, or to the effect that, the Commonwealth Government of Australia does not object to the Acquisition either unconditionally or subject only to any other conditions which are acceptable to Bidco (acting reasonably and in good faith); or

(b)        becomes precluded by passage of time from making an order or decision under Part 3 of the FATA in relation to the Acquisition, and the Acquisition is not prohibited under section 82 of the FATA; or

(c)        makes an interim order under section 68 of the FATA in respect of the Acquisition, and the subsequent period for making an order or decision under Part 3 of the FATA in relation to the Acquisition elapses without the Treasurer of the Commonwealth of Australia (or his or her delegate) making such an order or decision,

(collectively, the "FIRB Condition");

General Third Party approvals

3.2       the waiver (or non-exercise within any applicable time limits) by any Relevant Authority or any other body or person whatsoever in any jurisdiction (each a "Third Party") of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition) arising as a result of or in connection with the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, Animalcare by Bidco or any member of the Wider Bidco Group;

3.3       other than in relation to the approvals referred to in Conditions set out in paragraph 3.1  above, all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, Animalcare and all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals  deemed necessary or appropriate by Bidco or any member of the Wider Bidco Group for or in respect of the Acquisition including without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, Animalcare or any member of the Wider Animalcare Group by any member of the Wider Bidco Group having been obtained in terms and in a form satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider Animalcare Group has entered into contractual arrangements and all such authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals deemed necessary or appropriate to carry on the business of any member of the Wider Animalcare Group which are material in the context of the Bidco Group or the Animalcare Group as a whole or for or in respect of the Acquisition, including (without limitation) its implementation or financing remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Scheme becomes Effective (or, if the Acquisition is implemented by way of an Offer instead of the Scheme, the Offer becomes or is declared Unconditional) and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

3.4       other than in relation to the approvals referred to in Conditions set out in paragraph 3.1 above, no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other steps, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:

(a)        require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or any member of the Wider Animalcare Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own, control or manage any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Bidco Group or the Wider Animalcare Group in either case taken as a whole;

(b)        require, prevent or delay, or alter the terms envisaged for, any proposed divestiture by any member of the Wider Bidco Group of any shares or other securities in Animalcare;

(c)        impose any material limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Animalcare Group or the Wider Bidco Group or to exercise voting or management control over any such member;

(d)        materially adversely limit the ability of any member of the Wider Bidco Group or of the Wider Animalcare Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any member of the Wider Bidco Group or of the Wider Animalcare Group;

(e)        otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider Animalcare Group to an extent which is material in the context of the Wider Bidco Group or the Wider Animalcare Group in either case taken as a whole or in the context of the Acquisition;

(f)        make the Acquisition or its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control of, Animalcare void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto;

(g)        require (save as envisaged in the Acquisition or sections 974 to 991 (inclusive) of the Companies Act) any member of the Wider Bidco Group or the Wider Animalcare Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Animalcare Group or the Wider Bidco Group owned by any Third Party;

(h)        impose any limitation on or result in any delay in the ability of any member of the Wider Bidco Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Animalcare Group which is adverse to and material in the context of the Wider Animalcare Group or the Wider Bidco Group, each taken as a whole, or in the context of the Acquisition; or

(i)         result in any member of the Wider Animalcare Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Animalcare Shares having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement etc.

3.5       save as Disclosed, there being no provision of any agreement, arrangement, licence, franchise, lease, permit or other instrument to which any member of the Wider Animalcare Group is a party or by or to which any such member or any of its assets are or may be bound, entitled or subject to, or any circumstance which, in each case as a consequence of the Acquisition or the proposed acquisition of any shares or other securities (or equivalent) in Animalcare or because of a change in the control or management of Animalcare or otherwise, could or might result in any of the following to an extent which is or would be material and adverse in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition:

(a)        any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member of the Wider Animalcare Group, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b)        any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(c)        any assets or interests of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(d)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(e)        the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(f)        the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(g)        any such member ceasing to be able to carry on business under any name under which it presently does so;

(h)        the creation or acceleration of any liability, actual or contingent, by any such member (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition; or

(i)         any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent),

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, franchise, lease or other instrument to which any member of the Wider Animalcare Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject to, would or might reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs (a) to (i) of this Condition 3.5;

Certain events occurring since Last Accounts Date

3.6       save as Disclosed, no member of the Wider Animalcare Group having, since the Last Accounts Date:

(a)        save as between Animalcare and wholly owned subsidiaries of Animalcare or for Animalcare Shares issued under or pursuant to the exercise of options granted under the Animalcare Share Plan in the ordinary course, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;

(b)        save as between Animalcare and wholly owned subsidiaries of Animalcare for the grant of options and other rights under the Animalcare Share Plan in the ordinary course, issued, or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(c)        other than to another member of the Wider Animalcare Group, sold (or agreed to transfer or sell) any shares held in treasury;

(d)        other than to another member of the Animalcare Group, before completion of the Acquisition, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise or made any bonus issue;

(e)        save for intra-Animalcare Group transactions, authorised, implemented or announced any merger or demerger with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition;

(f)        save for intra-Animalcare Group transactions, made or authorised or proposed or announced an intention to propose any material change in its loan capital;

(g)        issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-Animalcare Group transactions or save in the ordinary course of business), incurred or increased any indebtedness or become subject to any liability (actual or contingent);

(h)        purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in paragraph (a) or (b) of this Condition 3.6, made any other change to any part of its share capital, in each case, to the extent which is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition;

(i)         except for intra-Animalcare Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(j)         been unable or deemed unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(k)        (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(l)         commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise;

(m)       waived, settled or compromised any claim (otherwise than in the ordinary course of business), which is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition;

(n)        entered into, varied or authorised any material agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(i)         is of a long-term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude (save in the ordinary course of business); or

(ii)        is likely to restrict the business of any member of the Wider Animalcare Group other than of a nature and to an extent which is normal in the context of the business concerned,

and, in either case, which is or would reasonably be expected to be material and adverse in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition;

(o)        entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 3.6;

(p)        made any material alteration to its constitutional documents;

(q)        made or agreed or consented to any change to:

(i)         the terms of the governing documentation (including, as applicable, the trust deeds) constituting the pension scheme(s) established by any member of the Wider Animalcare Group for its directors or employees or their dependents;

(ii)        the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(iii)       the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(iv)       the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,

in each case, which has an effect that is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition;

(r)        proposed, agreed to provide or modified the terms of any of the Animalcare Share Plan or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Animalcare Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Animalcare Group, save as agreed by the Panel (if required) and by Bidco, or entered into or changed the terms of any contract with any director or senior executive;

(s)        other than with the consent of Bidco, taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Animalcare Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code; or

(t)         entered into or varied in a material way the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider Animalcare Group;

No adverse change, litigation or regulatory enquiry

3.7       save as Disclosed, since the Last Accounts Date:

(a)        no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Animalcare Group which, in any such case, is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;

(b)        no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Animalcare Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider Animalcare Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider Animalcare Group which in any such case has had or might reasonably be expected to have an adverse effect on the Wider Animalcare Group taken as a whole or in the context of the Acquisition;

(c)        no contingent or other liability of any member of the Wider Animalcare Group having arisen or become apparent to Bidco or increased which has had or might reasonably be expected to have an adverse effect on the Wider Animalcare Group, taken as a whole or in the context of the Acquisition;

(d)        no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member of the Wider Animalcare Group which in any case is material in the context of the Wider Animalcare Group taken as a whole;

(e)        no member of the Wider Animalcare Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition; and

(f)        no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider Animalcare Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, an adverse effect which is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

3.8       save as Disclosed, Bidco not having discovered:

(a)        that any financial, business or other information concerning the Wider Animalcare Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Animalcare Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of the Announcement by disclosure either publicly or otherwise to Bidco or its professional advisers, in each case, to the extent which is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition;

(b)        that any member of the Wider Animalcare Group is subject to any liability (actual or contingent) which is material in the context of the Wider Animalcare Group taken as a whole; or

(c)        any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Animalcare Group and which is material in the context of the Wider Animalcare Group taken as a whole;

3.9       save as Disclosed, Bidco not having discovered that:

(a)        any past or present member of the Wider Animalcare Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider Animalcare Group and which is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition;

(b)        there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Animalcare Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Animalcare Group (or on its behalf) or by any person for which a member of the Wider Animalcare Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party and which is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition;

(c)        circumstances exist (whether as a result of the making of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Bidco Group or any present or past member of the Wider Animalcare Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Animalcare Group (or on its behalf) or by any person for which a member of the Wider Animalcare Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition; or

(d)        circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider Animalcare Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider Animalcare Group and which is material in the context of the Wider Animalcare Group taken as a whole or in the context of the Acquisition; and

Anti-corruption, economic sanctions, criminal property and money laundering

3.10     save as Disclosed, Bidco not having discovered that:

(a)        any past or present member, director, officer or employee of the Wider Animalcare Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule or regulation concerning improper payments or kickbacks;

(b)        any person that performs or has performed services for or on behalf of the Wider Animalcare Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule or regulation concerning improper payments or kickbacks;

(c)        any asset of any member of the Wider Animalcare Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule or regulation concerning money laundering or proceeds of crime or any member of the Wider Animalcare Group is found to have engaged in activities constituting money laundering under any applicable law, rule or regulation concerning money laundering;

(d)        any past or present member, director, officer or employee of the Wider Animalcare Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:

(i)         any government, entity or individual in respect of which U.S., UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by U.S., UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or

(ii)        any government, entity or individual targeted by any of the economic sanctions of the United Nations, the U.S., the UK or the European Union or any of its Member States;

(e)        any past or present member, director, officer or employee of the Wider Animalcare Group, or any other person for whom any such person may be liable or responsible:

(i)         has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

(ii)        has engaged in conduct which would violate any relevant anti-boycott law, rule or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

(iii)       has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

(iv)       is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any Relevant Authority or found to have violated any applicable law, rule or regulation concerning government contracting or public procurement; or

(f)        any member of the Wider Animalcare Group is or has been engaged in any transaction which would cause Bidco to be in breach of any law or regulation upon its acquisition of Animalcare, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC or any other Relevant Authority.

Part 2

CERTAIN FURTHER TERMS OF THE ACQUISITION

1.         Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

2.         Subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive, in whole or in part, all or any of the Conditions in Part 1 of Appendix 1, except the Conditions set out in paragraphs 1, 2.1(a), 2.2(a), 2.3(a) and 2.3(c) of Part 1 of Appendix 1 which cannot be waived. If any of Conditions set out in paragraphs 1,  2.1(b), 2.2(b) and 2.3(b) is not satisfied by the relevant deadline specified in the relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether, subject to paragraph 3 below, it has invoked the relevant Condition, waived the relevant deadline or extended the relevant deadline. The Conditions set out in paragraphs 2.1, 2.2 and 3 must each be satisfied or (if capable of waiver) be waived by Bidco by no later than 11.59 p.m. on the date immediately preceding the date of the Sanction Hearing.

3.         Under Rule 13.5(a) of the Code, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. Each of the Conditions set out in paragraphs 1 and 2 of Part 1 of Appendix 1 (and, if the Acquisition is implemented by way of an Offer instead of the Scheme, any acceptance condition) will not be subject to Rule 13.5(a) of the Code. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.

4.         Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part 1 of Appendix 1 above that it is entitled (with the consent of the Panel) to invoke, by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

5.         The Acquisition will not complete unless the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where appropriate, have been determined by Bidco to be or remain satisfied by no later than the Long Stop Date.

6.         If the Panel requires Bidco to make an offer or offers for Animalcare Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions as are necessary to comply with those provisions.

7.         Bidco reserves the right to implement the Acquisition by way of an Offer as an alternative to the Scheme, subject to the Panel's consent. In such an event, such Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments). Those amendments will include (without limitation) an acceptance condition set at a level permitted by the Panel (being in any case more than 50 per cent. of the Animalcare Shares). If the Acquisition is effected by way of an Offer, and such Offer becomes or is declared unconditional and sufficient acceptances are received in respect of such Offer, Bidco intends to exercise its rights to apply the provisions of the Companies Act so as to acquire compulsorily any Animalcare Shares in respect of which the Offer has not been accepted.

8.         Animalcare Shares will be acquired by Bidco pursuant to the Acquisition fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at completion of the Acquisition, including (without limitation) voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital made, following the Scheme becoming Effective (or, if the Acquisition is implemented by way of an Offer instead of the Scheme, the Offer becoming or being declared Unconditional).

9.         If, on or after the date of this Announcement, any dividend and/or distribution and/or other return of capital is announced, declared, made or paid in respect of the Animalcare Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition (and, accordingly, the Cash Offer and the Alternative Offer) for the Animalcare Shares by the aggregate amount of such dividend, distribution and/or other return of capital, in which case any reference in this announcement to the consideration payable under the Cash Offer (or under the Alternative Offer) will be deemed to be a reference to the consideration as so reduced. In such circumstances, Animalcare Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital. Any exercise by Bidco of its rights referred to in this paragraph 9 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition or the Scheme.

10.       The Acquisition will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales and to the Conditions and further terms set out above and to be set out in the Scheme Document (or, if the Acquisition is implemented by way of an Offer instead of the Scheme, the Offer Document). The Acquisition will be subject to the applicable requirements of the Companies Act, the Registrar of Companies, the Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and applicable securities laws.

Appendix 2

SOURCES of Information AND BASES OF Calculation

In this Announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used.

1.         As at close of business on the Latest Practicable Date there were 69,045,945 Animalcare Shares in issue.

2.         Any reference to the fully diluted share capital of Animalcare is based on:

2.1       the number of Animalcare Shares referred to in paragraph 1 above; plus

2.2       a further up to 967,954 Animalcare Shares which may be issued on or after the date of this Announcement on the exercise of options under the Animalcare Share Plan.

3.         Animalcare does not hold any shares in treasury.

4.         A value of approximately £235.2 million for the entire issued and to be issued share capital of Animalcare is calculated on the basis of:

4.1       Animalcare's fully diluted share capital of 70,013,899 Animalcare Shares, as set out in paragraph 2 above; and

4.2       the Cash Offer.

5.         The enterprise value of approximately £244.3 million is based on the equity value as set out in paragraph 4 above, adjusted for net debt (excluding lease liabilities) of £9.1 million as at 31 December 2025.

6.         The volume-weighted average prices of an Animalcare Share are derived from data provided by Bloomberg for the relevant periods.

7.         Unless otherwise stated, all prices for Animalcare Shares have been derived from data provided by Bloomberg and represent Closing Prices on the relevant dates.

8.         Unless otherwise stated, the financial information relating to Animalcare has been extracted (without material adjustment) from the audited consolidated financial statements of Animalcare for the year ended 2024.

9.         Certain figures included in this Announcement have been subject to rounding adjustments.

Appendix 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

1.   Animalcare Directors

The following Animalcare Directors have each given an irrevocable undertaking to vote (or procure a vote) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting in accordance with the procedure to be set out in the Scheme Document (or, in the event the Acquisition is subsequently structured as an Offer, to accept (or, where applicable, procure the acceptance of) the Offer) in respect of their own beneficial holdings of Animalcare Shares (and those Animalcare Shares over which they have control), as follows:

Note:

(1)   Marc Coucke's interest in Animalcare Shares is held through his investment vehicle Alychlo NV.

These irrevocable undertakings extend to any Animalcare Shares acquired by the Animalcare Directors as a result of the exercise of options under the Animalcare Share Plan (as applicable).

The obligations of the Animalcare Directors under the irrevocable undertakings given by them shall lapse and cease to have effect immediately:

·    if the Offer or the Scheme (as applicable) is withdrawn or lapses in accordance with its terms, except where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of an Offer rather than a Scheme.

·    on the date on which any competing offer for the entire issued and to be issued share capital of Animalcare becomes or is declared unconditional (if implemented by way of an Offer) or, if proceeding by way of a Scheme becomes effective;

·    if Bidco publicly announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition, and no new, revised or replacement Scheme or Offer is announced by Bidco in accordance with Rule 2.7 of the Code at the same time; or

·    the Scheme has not become effective (or the Acquisition declared unconditional if implemented by way of an Offer) in accordance with its terms before the Long Stop Date (or any later date agreed between Animalcare and Bidco.

These irrevocable undertakings remain binding in the event that a higher competing offer is made for Animalcare.

One of the Animalcare Directors, Jennifer Winter, has also irrevocably undertaken to elect for the Alternative Offer in respect of:

(a)        all of the Animalcare Shares held by her as at the Reinvestment Election Date; and

(b)        such number of Animalcare Shares as would result in her having made an election in respect of the Alternative Offer in relation to 80 per cent. (net of applicable taxes and social security contributions and any exercise price and/or nominal value required to be paid on acquisition by her of the Plan Shares) of the cash consideration she would have otherwise received in respect of the Acquisition (absent any election for the Alternative Offer).

Jennifer Winter has also agreed that she will not amend, revoke or withdraw her election in respect of the Alternative Offer other than with Bidco's prior written consent or Bidco's written instructions.

The remaining Animalcare Directors who are also Animalcare Shareholders have not yet determined whether or not they wish to elect for the Alternative Offer. Their intentions in relation to the Alternative Offer will be set out in the Scheme Document.

2.   Animalcare Shareholder irrevocable undertakings

In addition to the Animalcare Directors, Harwood Capital has given an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting in accordance with the procedure to be set out in the Scheme Document (or, in the event the Acquisition is subsequently structured as an Offer, to accept the Offer) in respect of its entire beneficial holdings of Animalcare Shares, as follows:

Pursuant to the irrevocable undertaking given by Harwood Capital, Harwood Capital has agreed to elect for the Alternative Offer in respect of not less than 8,928,572 Animalcare Shares. Harwood Capital has also agreed that it will not amend, revoke or withdraw its election in respect of the Alternative Offer other than with Bidco's prior written consent or Bidco's written instructions.

The obligations of Harwood Capital under the irrevocable undertaking given by it shall lapse and cease to have effect immediately if the Offer or the Scheme (as applicable) is withdrawn or lapses in accordance with its terms, except where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of an Offer rather than a Scheme.

This irrevocable undertaking remains binding in the event that a higher competing offer is made for Animalcare.

Appendix 4

DETAILS ON AGGREGATOR, AGGREGATOR INTERESTS, TOPCO AND TOPCO UNITS

1.   Information on Aggregator and Topco

The Aggregator is indirectly wholly owned by the Charterhouse Funds. The Aggregator is a private limited company registered in Jersey and incorporated on 13 April 2026. The share capital of Topco currently comprises 1 ordinary share of no par value but will be reorganised on or prior to the Effective Date so that it comprises Aggregator Preferred Return Instruments and Aggregator Ordinary Shares. Aggregator has not traded since the date of its incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Topco is indirectly wholly owned by the Charterhouse Funds. Topco is a private limited company registered in Jersey and incorporated on 13 April 2026. The share capital of Topco currently comprises 1 ordinary share  of no par value but will be reorganised on or prior to the Effective Date so that it comprises Topco Preferred Return Instruments, Topco A Ordinary Shares and Topco B Ordinary Shares. Topco has not traded since the date of its incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Bidco is an indirect wholly-owned subsidiary company of Topco.

Set out below is a summary of the proposed share capital structures of Aggregator and Topco and intended principal provisions of the Aggregator Shareholders' Agreement, Topco Shareholders' Agreement, Aggregator Articles and Topco Articles, further details on which will be included in the Scheme Document.

The Topco Shareholders' Agreement, Topco Articles, Aggregator Shareholders' Agreement and Aggregator Articles will be finalised and made publicly available when the Scheme Document is published. Animalcare Shareholders who wish to elect for the Alternative Offer are encouraged to read the Topco Shareholders' Agreement, Topco Articles, Aggregator Shareholders' Agreement, Aggregator Articles and the Scheme Document, when published.

2.   Information on Aggregator share capital and Topco share capital

On or around the Effective Date, the Aggregator will, subject to the terms and conditions of the Alternative Offer, issue Aggregator Interests (comprising Aggregator Ordinary Shares and Aggregator Preferred Return Instruments) to those Animalcare Shareholders who have validly elected to receive the Alternative Offer, with the Aggregator in turn subscribing for Topco Units (comprising Topco B Ordinary Shares and Topco Preferred Return Instruments).

Aggregator Ordinary Shares

On or around the Effective Date, the Aggregator is expected to have one class of ordinary shares on issue, being the Aggregator Ordinary Shares. All Aggregator Ordinary Shares will have the same economic rights.

Aggregator Preferred Return Instruments

In addition to the Aggregator Ordinary Shares, the Aggregator will issue Aggregator Preferred Return Instruments (which, subject to further tax advice, are expected to be preference shares). All Aggregator Preferred Return Instruments held by the Reinvesting Animalcare Shareholders will rank pari passu with each other. The interest rate on the Aggregator Preferred Return Instruments will be 12% per annum (accruing daily and compounding annually). The principal and accrued interest on the Aggregator Preferred Return Instruments will be payable in priority to any payments in respect of the Aggregator Ordinary Shares. Accrued interest on Preferred Return Instruments will not be payable in cash (unless otherwise determined by Charterhouse) and instead will roll-up and become payable on repayment of principal.

Topco Ordinary Shares

On or around the Effective Date, Topco will, subject to the terms and conditions of the Alternative Offer, have two classes of ordinary shares in issue: (i) Topco A Ordinary Shares, being economic shares with voting rights to be held by Charterhouse; and (ii) Topco B Ordinary Shares, being economic shares with no voting rights to be held by the Aggregator. All Topco Ordinary Shares will have the same economic rights.

Topco Preferred Return Instruments

In addition to the Topco Ordinary Shares, Topco will issue Topco Preferred Return Instruments (which, subject to further tax advice, are expected to be priority shares). All Topco Preferred Return Instruments held by Charterhouse and the Aggregator will rank pari passu with each other. The interest rate on the Topco Preferred Return Instruments will be 12% per annum (accruing daily and compounding annually). The principal and accrued interest on the Topco Preferred Return Instruments will be payable in priority to any payments in respect of the Topco Ordinary Shares. Accrued interest on Topco Preferred Return Instruments will not be payable in cash (unless otherwise determined by Charterhouse) and instead will roll-up and become payable on repayment of principal.

Entitlement and subscription mechanics

If an Animalcare Shareholder elects for the Alternative Offer, they will be entitled to 1 Topco Unit for each Animalcare Share in respect of which they have elected for the Alternative Offer. The number of Topco B Ordinary Share(s) and Topco Preferred Return Instruments making up each Topco Unit is subject to ongoing tax structuring advice.

For each Animalcare Shareholder who validly elects for the Alternative Offer, the Aggregator will subscribe for the percentage of Topco Ordinary Shares and Topco Preferred Return Instruments reflecting the proportion that such Animalcare Shareholder's reinvested cash proceeds bear to the total Cash Offer, in the same ratio of Topco Ordinary Shares to Topco Preferred Return Instruments and on the same economic terms as Charterhouse.

Each Topco Unit will be issued to and held by the Aggregator, with such Animalcare Shareholder's interest in the Aggregator increasing proportionately to reflect the value of the Topco Unit issued (as a proportion of the Cash Offer price).

Maximum Reinvestment Amount

The aggregate number of Topco Ordinary Shares issued to the Aggregator shall not exceed 24.99% of the total issued ordinary share capital of Topco, and the aggregate value of Topco Preferred Return Instruments issued to the Aggregator shall not exceed 24.99% of the total nominal value of Topco Preferred Return Instruments issued by Topco (the "Maximum Reinvestment Amount").

If the aggregate valid elections received from Animalcare Shareholders who elect for the Alternative Offer would result in the Maximum Reinvestment Amount being exceeded, the entitlement of each such Animalcare Shareholder to interests in Topco Units shall be reduced on a pro rata basis.

3.   Listing

Neither the Aggregator Interests nor the Topco Units are intended to be listed or traded on any stock exchange.

4.   Economic rights

Both the Topco A Ordinary Shares and the Topco B Ordinary Shares will have the same economic rights. The Topco B Ordinary Shares will rank pari passu in all respects with the Topco A Ordinary Shares save that the Topco B Ordinary Shares will be non-voting and will carry the governance rights set out in this Appendix 4, including the rights to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling on or after the date of issue of such Topco B Ordinary Shares. All Topco Preferred Return Instruments will have the same economic rights.

All Aggregator Ordinary Shares will have the same economic rights, and all Aggregator Preferred Return Instruments will have the same economic rights.

5.   Board composition

The number of directors on the Topco Board will be determined by Charterhouse. Charterhouse will be entitled, by written notice, to appoint and remove from the Topco Board any number of directors. Only Charterhouse may remove a director appointed by Charterhouse. A director appointed by Charterhouse must vote in favour of any resolution for it to be passed.

The Aggregator shall be entitled to appoint one director to the Topco Board (the "Aggregator Director"). Only the Aggregator may remove the Aggregator Director appointed by the Aggregator.

Charterhouse will also have the right to appoint one or more observers who may attend and speak at board meetings and receive board papers.

6.   Topco governance

The following matters (the "Reserved Matters") will require the prior consent of the Aggregator or the holders of a majority of the Aggregator Ordinary Shares (the "Lead Aggregator Holders"): (a) any return of capital, redemption or buyback of shareholder instruments or recapitalisation of or by any group company other than in accordance with the waterfall; (b) any dividends or distributions made other than in accordance with the waterfall; (c) any related party contract between Charterhouse and any group company other than on arm's length terms or in the ordinary course of business; and (d) amendments to the Topco Shareholders' Agreement or Topco Articles that would have a material and disproportionate effect on the securities held by the Aggregator as compared to the securities held by Charterhouse.

Any decision of the Aggregator shall be made by the Lead Aggregator Holders. The board of the Aggregator shall be controlled by the Lead Aggregator Holders.

7.   Catch-up rights

Reinvesting Animalcare Shareholders will not have a veto right or pre-emption right on further funding of Topco. However, if Charterhouse subscribes for additional Topco Ordinary Shares following the Effective Date, the Aggregator will have a catch-up right to acquire on the same terms as Charterhouse (including subscribing for further Topco Preferred Return Instruments), such proportion of new securities as would restore the Aggregator's percentage shareholding to the level held immediately prior to such issuance (the "Catch-Up Right"). Each Reinvesting Animalcare Shareholder shall have the right to fund the Aggregator pro rata to its interest in the Aggregator to enable the Aggregator to exercise the Catch-Up Right. The Catch-Up Right shall be subject to customary carve-outs and may be disapplied by agreement between Charterhouse and the Aggregator or the Lead Aggregator Holders.

Unless otherwise agreed between Charterhouse and the Aggregator, and subject to customary carve-outs (for example, for emergency funding), any additional equity funding will be at fair market value, meaning: (Adjusted Entry Multiple multiplied by LTM EBITDA) minus Net Financial Debt (to be defined in the Reinvestment Documents) plus Current Pipeline Value, where:

(a)        Adjusted Entry Multiple means the Entry Multiple (to be defined in the Reinvestment Documents), adjusted to reflect the entry Pipeline Value;

(b)        LTM EBITDA means the pre-IFRS EBITDA for the last twelve months;

(c)        Current Pipeline Value means the Pipeline Value as at the date of the relevant equity funding; and

(d)        Pipeline Value means the probability-adjusted discounted cash flow value of the Animalcare Group's pipeline products (as ultimately determined by Topco), with probability of technical and regulatory success (PTRS) rates in line with the following: (i) in relation to Discovery and Proof of Concept, products at this stage valued at cost (therefore PTRS not factored in); (ii) in relation to Exploratory Development products, a PTRS in the range of 25 per cent. to 50 per cent. (in line with PTRS outlined in Animalcare's 2026 Capital Markets Day presentation); (iii) in relation to Full Development products, a PTRS in the range of 50 per cent. to 80 per cent. (in line with PTRS outlined in Animalcare's 2026 Capital Markets Day presentation); and (iv) for products in the Submission phase, a PTRS of 90 per cent.

8.   Transfers

Restrictions on transfer

Charterhouse shall have no restrictions on transfer of its securities in Topco. No securities held by the Aggregator can be transferred, other than: (i) a transfer made in accordance with the drag along or tag along provisions; or (ii) with the prior written consent of Charterhouse, and any such transfer shall be conditional upon the transferee signing a deed of adherence to the Topco Shareholders' Agreement.

No Reinvesting Animalcare Shareholder may transfer any interests in the Aggregator, provided that a Reinvesting Animalcare Shareholder that is a discretionary, advisory or other client fund (an "Investor Fund") shall be permitted to transfer to: (i) any participant or partner in, or member of, such Investor Fund; (ii) any fund managed or advised by the fund manager of such Investor Fund; (iii) any holding company or subsidiary company of the Investor Fund; or (iv) any trustee, nominee or custodian of such Investor Fund.

Tag right

If Charterhouse transfers such number of its securities in Topco which results in a third party holding more than 50 per cent. of all Topco Ordinary Shares in issue, each other holder of securities in Topco (including the Aggregator) will be able to require that, except on an IPO, all of their securities also be transferred on no less favourable terms.

Drag right

If Charterhouse transfers more than 50 per cent. of its holding of Topco Ordinary Shares on arm's length terms to a bona fide third party (including a continuation fund, continuation vehicle or any successor or replacement fund or vehicle managed or advised by Charterhouse or any affiliate of Charterhouse) (a "Drag Sale"), Charterhouse will be able to require all other holders of Topco Ordinary Shares (including the Aggregator) to transfer all their shares and other securities on no less favourable terms (including as to price) as applicable to Charterhouse. No Reinvesting Animalcare Shareholder or the Aggregator shall be required to accept terms which are economically less favourable.

In the event that other holders of Topco Ordinary Shares are required by Charterhouse to transfer all their shares in connection with a Drag Sale to a continuation fund or vehicle managed or advised by Charterhouse or an affiliate of Charterhouse, the holders of Topco Ordinary Shares (including the Aggregator), shall have the option (but not the obligation) and on the same economic terms offered to Charterhouse, to at their sole discretion elect to receive cash consideration or to reinvest its consideration into such continuation fund or vehicle. Charterhouse shall give the Aggregator reasonable prior written notice of any proposed Drag Sale and shall provide such information as is reasonably necessary to enable the Aggregator to understand the economic terms of the transaction, subject to customary confidentiality restrictions.

9.   Exit

Timing

Charterhouse will in its absolute discretion decide the timing, structure, pricing and other terms of an exit and any refinancing of the Topco Group's debt or equity financing arrangements.

Co-operation and assistance

Each Reinvesting Animalcare Shareholder shall, and shall procure that the Aggregator shall, take such actions as reasonably requested by the board of Topco to achieve any exit or refinancing that is approved by Charterhouse provided that such exit or refinancing would not have a material and disproportionate adverse effect on the Reinvesting Animalcare Shareholders as compared to Charterhouse (it being acknowledged that each Reinvesting Animalcare Shareholder will in all cases agree to provide: (i) "lock-up" undertakings and "orderly disposal" provisions in the event of an IPO; and (ii) warranties and/or indemnities that are customary for that Reinvesting Animalcare Shareholder to provide (having regard to, among other things, that Reinvesting Animalcare Shareholder's involvement in the management of the business of Animalcare) in the event of a share sale, and such undertakings, warranties and/or indemnities (as applicable) shall be deemed not to have a material and disproportionate effect on the Reinvesting Animalcare Shareholders as compared to Charterhouse). If Charterhouse agrees to accept certain transfer restrictions on some or all of its shares for a period after any proposed IPO, Charterhouse may also require that such restrictions apply to the other securityholders (including the Aggregator) equally.

Each Reinvesting Animalcare Shareholder and the Aggregator agrees to enter into such documentation and give such consents and exercise its voting rights, and otherwise to provide such cooperation and assistance, as required to give effect to any reorganisation considered desirable by Charterhouse and/or the Animalcare Group (subject to Charterhouse consent and provided it would not be disproportionately adverse for the Reinvesting Animalcare Shareholders as compared to Charterhouse).

Power of attorney

In order to secure the performance of their obligations in relation to (among others) the transfer restrictions, exit and refinancing obligations and tax election obligations of the Aggregator and the Reinvesting Animalcare Shareholders as set out in this Appendix 4, the Aggregator and each Reinvesting Animalcare Shareholder shall grant a customary irrevocable power of attorney and agency in favour of Topco and such person as may be nominated for that purpose by Charterhouse.

10. Costs and fees

The costs and expenses relating to the Topco Shareholders' Agreement, the Topco Articles, the Aggregator Shareholders' Agreement and Aggregator Articles shall be borne pro rata by the Topco shareholders (including Charterhouse) proportionate to their shareholding.

Any management fees charged to the Topco Group by Charterhouse shall be shared pro rata amongst the Topco shareholders proportionate to their shareholding.

11. Long-form documents

Charterhouse and the Aggregator will enter into the Topco Shareholders' Agreement. The Reinvesting Animalcare Shareholders will enter into the Aggregator Shareholders' Agreement, pursuant to which each Reinvesting Animalcare Shareholder will be bound by obligations equivalent to those set out in this Appendix 4 (where required in order to effect the intended economic and control arrangements detailed in this Appendix 4).

Amendments

Charterhouse may make any amendments to: (i) the Aggregator Shareholders' Agreement; (ii) the Topco Shareholders' Agreement; (iii) the Aggregator Articles; (iv) the Topco Articles; and (v) the other constitutional documents of the Topco Group, (together, the "Reinvestment Transaction Documents"), or vary the rights attached to securities issued by any Animalcare Group entity, without the consent of the Aggregator or the Reinvesting Animalcare Shareholders, save that no amendment will be made which is disproportionately adverse to the economic position, or which disproportionately increases the obligations, of the Aggregator compared to Charterhouse without the prior consent of the Aggregator or the Lead Aggregator Holders.

Without prejudice to the generality of the foregoing, Charterhouse and the Reinvesting Animalcare Shareholders will acknowledge and agree that:

(a)        a future issue or transfer of interests in Topco to actual or potential employees, directors, officers, contractors, advisers, workers or consultants of the group, or any other individual providing services to the Topco Group (whether directly or indirectly) which shall dilute the securities held by Charterhouse and the Aggregator pro rata ("MIP Securities") shall not require the consent of the Aggregator and shall not constitute a variation of its rights or class rights whether under the Reinvestment Transaction Documents, the constitutional documents of any Topco Group company or otherwise;

(b)        each Reinvesting Animalcare Shareholder shall, and shall procure that the Aggregator shall, take such action and provide such cooperation and assistance as is reasonably requested by Charterhouse to facilitate such issue or transfer of MIP Securities; and

(c)        the parties shall make such amendments to the Reinvestment Transaction Documents as reasonably required to facilitate the issue or transfer of MIP Securities, provided always that the Reinvesting Animalcare Shareholders shall not be required to agree any amendment which is disproportionately adverse to the economic position, or which disproportionately increases the obligations, of the Aggregator compared to Charterhouse without the prior consent of the Aggregator or the Lead Aggregator Holders.

12. Structuring

The structure of the Topco Group, the Aggregator and their constitutional documents will reflect the internal tax and legal requirements of Charterhouse.

13. Eligibility

In order to be eligible to participate in the Alternative Offer, election by each Animalcare Shareholder will be conditional on satisfying relevant regulatory requirements and obligations under certain overseas securities laws and regulations. In addition, Eligible Animalcare Shareholders who elect for the Alternative Offer will be required to provide, and procure that their affiliates and other related persons provide, to Bidco and Charterhouse before any Aggregator Interests can be issued to them such materials and information with respect to themselves (and, to the extent applicable, their directors, shareholders, affiliates and other relevant parties) as requested by Bidco and Charterhouse in order to satisfy Bidco, Charterhouse and their affiliates' "Know Your Client" checks. Further details regarding the information to be provided, and the manner in which it should be provided, will be set out in the Scheme Document.

Appendix 5

ANIMALCARE PROFIT ESTIMATES

1.   Animalcare Profit Estimates

For the full year ending 31 December 2025:

·    Animalcare is estimating sales in line with consensus expectations of £89.1 million immediately prior to the March 2026 capital markets event; and

·    Animalcare is estimating Underlying EBITDA after R&D costs in line with consensus expectations of £17.6 million immediately prior to the March 2026 capital markets event,

(together the "Animalcare Profit Estimates").

2.   Application of Rule 28 of the Code to Animalcare Profit Estimates

The statements above in relation to sales and Underlying EBITDA after R&D costs constitute profit estimates for the purposes of the Code.

The Panel has granted Animalcare a dispensation from the requirement to include reports from reporting accountants and Animalcare's financial advisers in relation to the Animalcare Profit Estimates on the basis that: (i) the Animalcare Profit Estimates are presented in a manner which is consistent with Animalcare's ordinary course guidance; and (ii) the Animalcare Directors have provided the confirmations stated below.

3.   Animalcare Directors' confirmation

The Animalcare Directors confirm that, as at the date of this Announcement, the Animalcare Profit Estimates are valid as at the date of this Announcement and have been properly compiled on the basis that the accounting used is consistent with Animalcare's accounting policies.

Appendix 6

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires.

For the purposes of this Announcement, subsidiary undertaking, undertaking and associated undertaking have the respective meanings given to them in the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this Announcement.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.