TIDMPVG
RNS Number : 3236O
Premier Veterinary Group PLC
29 January 2019
Premier Veterinary Group PLC
("PVG", the "Company" or the "Group")
Confirmation of Funding
London, UK, 29 January 2019 - Premier Veterinary Group PLC (LSE:
PVG) confirms that it has entered into a secured loan of GBP3.85m
with Bybrook Finance Solutions Limited ("BFSL" a company of which
Rajan Uppal, a director of PVG, is the sole director and
Shareholder).
The loan is repayable on 25 April 2019 with an option for PVG to
extend the repayment date to 25 January 2021 by issuing warrants to
subscribe for up to 767,347 new PVG ordinary shares of 10p each at
an exercise price of 10p per share within 5 years of the issue of
any such warrants.
As part of the consideration for the loan, PVG and its wholly
owned subsidiary Premier Vet Alliance Limited have granted an
exclusive, royalty free licence in perpetuity to BFSL for
applications of their technology outside of PVG's area of strategic
focus (non-human animals).
GBP1.85m of the loan has been utilised to pay the arrangement
fee of GBP350,000 and to repay the GBP1.5m previously loaned by
BFSL to PVG pursuant to the conditional funding agreement dated 27
November 2017 (as amended and restated on 14 June 2018). The
remaining GBP2m of the loan will be utilised by PVG to fund its
working capital requirements.
Interest of 1% per month is payable by PVG to BFSL at the end of
each calendar month.
Crossroads Finance Limited ("Crossroads"), a company jointly
owned and controlled by Dominic Tonner, Chief Executive Officer of
PVG, and his spouse, have taken part in the PVG funding by entering
into direct arrangements with BFSL. These arrangements provide for
Crossroads to loan GBP250,000 to BFSL, whereby Crossroads will
receive 7.14% of the interest received by BFSL from PVG. The
GBP250,000 will be paid last out of any amounts repaid by the
Company to BFSL together with an exit fee of GBP50,000. 30 per
cent. of any warrants issued to BFSL will be assigned to
Crossroads.
As disclosed at the time of the reverse acquisition of Ark
Therapeutics Group plc by Premier Vet Group Limited, which
completed in February 2015, Mr Uppal, Mr Tonner and BFSL were
deemed to be acting in concert for the purposes of the Takeover
Code. Should the warrants be issued and subsequently exercised,
this may trigger the requirement for a mandatory offer to be made
to all shareholders in PVG under Rule 9 of the Takeover Code. As a
consequence, PVG may apply to the Takeover Panel to seek
shareholder approval for a Rule 9 waiver prior to the date on which
any warrants would be issued.
Full Year Results year ended 30 September 2018
As announced on 18 January 2019 full year results for year ended
30th September 2018 will be released on 31st January 2019.
For further information, please contact:
Premier Veterinary Group Tel: +44 (0)117 970 4130
plc
Dominic Tonner, Chief Executive
Officer
Andy Paull, Chief Financial
Officer
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Note to Editors:
PVG's services to third party veterinary practices, through its
wholly owned subsidiary, Premier Vet Alliance Limited ("PVA"),
include the administration and support of a preventative healthcare
programme for pets branded "Premier Pet Care Plan" ("PPCP"). In the
US, PPCP is marketed through the Company's wholly owned subsidiary,
Premier Vet Alliance (US) Limited.
PPCP is a structured, preventative healthcare programme for
cats, dogs and rabbits and is available only through veterinary
practices. The programme is seen as a way of providing gold
standard care for pets at an affordable price for the client, by
way of fixed monthly payments.
PPCP uses a clinical approach to prevention, as this is the most
effective method of ensuring illnesses are diagnosed more quickly
and not given a chance to advance. What truly sets PPCP apart is
its unique approach of offering an end-to-end solution and support
to the practice, which has been proven to work extremely well. PVA
works alongside practices to create a tailor-made, cost-effective
service for clients, one that delivers excellent care to their
patients and significantly improves practice performance.
For further details: http://www.premiervetalliance.co.uk/
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, and any statements preceded by,
followed by or that include forward-looking terminology such as the
words "targets", "believes", "estimates", "expects", "aims",
"intends", "will", "can", "may", "anticipates", "would", "should",
"could" or similar expressions or the negative thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained in this
announcement to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statements are based. As a result
of these factors, readers are cautioned not to rely on any
forward-looking statement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUWRBRKVAAUAR
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January 29, 2019 02:00 ET (07:00 GMT)
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