Recommended acquisition of Animalcare Group plc

IMPORTANT INFORMATION – OFFER PERIOD IN RELATION TO THE RECOMMENDED OFFER FOR ANIMALCARE GROUP PLC ("ANIMALCARE") BY CCP PAW 2 LIMITED ("BIDCO”) A WHOLLY OWNED AND INDIRECT SUBSIDIARY OF FUNDS MANAGED AND ADVISED BY CHARTERHOUSE CAPITAL PARTNERS LLP (“CHARTERHOUSE”) (THE "OFFER").

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ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE MICROSITE. IF YOU ARE UNABLE OR HAVE ANY DOUBT AS TO WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION, YOU SHOULD PRESS 'I DO NOT AGREE', AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER PERIOD AND THE OFFER.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH CHARTERHOUSE REGARDS AS UNDULY ONEROUS OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE OFFER IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A "RESTRICTED JURISDICTION"). UNLESS OTHERWISE DETERMINED BY CHARTERHOUSE AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

The information contained on this Microsite is not intended to, and does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for, any securities pursuant to any offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.

The Offer will be made solely by means of a scheme document or offer document which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely on the basis of the information provided in any such document.>

Electronic versions of the materials you are seeking to access are being made available on this Microsite by Charterhouse in good faith, for information purposes only and subject to the terms and conditions set out below.

Basis of access

The information contained on this Microsite is in respect of the Offer.

The information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Charterhouse.

Responsibility

The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and none of Bidco, Charterhouse nor any of their respective affiliated companies has, or accepts, any responsibility or duty to update any such information, document or announcement. Charterhouse reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.

In relation to any document, announcement or information contained on the Microsite, save as otherwise expressly set out in that document, announcement or information, the only responsibility accepted by the employees, directors, partners or other personnel of Bidco and Charterhouse ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, nor Charterhouse, have reviewed and none of them is or shall be responsible for, or accepts any liability in respect of, any information contained on any other website that may be linked to this Microsite by a third party.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended from time to time) or, if you are located outside the United Kingdom ("UK"), from an appropriately authorised independent financial adviser.

Overseas persons

The information contained in the Microsite is not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into or from a Restricted Jurisdiction, and the availability of such information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside of the UK or the United States, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws or regulations of the relevant jurisdictions. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and must not distribute or send them, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws or regulations of any such jurisdiction.

Viewing the materials you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.

If they are not resident in, or a citizen or national of, a Restricted Jurisdiction, any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.

If you are not permitted to view materials on this Microsite, please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access this Microsite and you should take independent legal advice. To the fullest extent permitted by applicable law, neither Charterhouse nor its advisers accept responsibility for any violation by any person of these restrictions and disclaim any responsibility or liability for the violations of any such restrictions by any person.

The information contained in this Microsite may not be downloaded, forwarded, copied, transmitted or shared with any other person either in whole or in part where to do so would or may constitute a breach of any applicable local laws or regulations.

The Offer will not be made, in whole or in part, directly or indirectly, in or into or from any jurisdiction where it would be unlawful to do so, or by use of mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, and the Offer will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.

If you are not permitted to view the information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page or click the ‘I do not agree’ button below and seek independent legal advice. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. None of Bidco, Charterhouse nor any of their respective affiliated companies, nor any of their respective advisers assumes any responsibility for any violation by any person of any of these restrictions.

Important information for U.S. investors

The Offer relates to an offer for the shares of an English company and is expected to be implemented by way of a scheme of arrangement provided for under UK company law (a "Scheme"). A transaction effected by means of a Scheme is not subject to the tender offer rules or the proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended ("U.S. Exchange Act"). Accordingly, the Offer may be subject to the disclosure requirements of, and practices applicable in the UK to Schemes, which differ from the disclosure and procedural requirements of the U.S. tender offer and proxy solicitation rules. Any financial statements or other financial information included in this Microsite has or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If, in the future, Bidco were to exercise its right to implement the Offer by way of a takeover offer into the U.S., such offer would be required to be made in compliance with applicable U.S. securities laws and regulations including the exemptions therefrom.

Some or all of Animalcare’s officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Animalcare or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal 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 judgment. It may not be possible to sue Animalcare or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

In the event that the Offer is implemented by way of a takeover offer, in accordance with normal UK practice and in compliance with Rule 14e-5(b) of the U.S. Exchange Act, Charterhouse, Bidco or their nominees, or their 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 Offer, until the date on which the Offer becomes effective, lapses, expires 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.

Neither the United States Securities and Exchange Commission nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Offer. Any representation to the contrary is a criminal offence in the U.S.

Forward-looking statements

This Microsite and the information contained in it contains “forward-looking statements” within the meaning of the U.S. Securities Act of 1933, U.S. Exchange Act, the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable securities regulations (collectively, "forward-looking statements"). Forward statements include statements that are predictive in nature, depend upon or refer to future results, events or conditions, and include, but are not limited to, statements which reflect management’s current estimates, assumptions and expectations regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies, capital management and outlook of Animalcare. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “foresees,” “forecasts” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” In particular, the forward-looking statements contained in this Microsite may include statements referring to the growth of the business of Animalcare, international expansion, investment opportunities and expected future deployment of capital and financial earnings. Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable estimates, assumptions and expectations, persons reading this Microsite should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the actual results, performance or achievements of Animalcare to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

These forward-looking statements (including those relating to the Offer and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: (i) investment returns that are lower than target; (ii) the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; (iii) the behaviour of financial markets, including fluctuations in interest and foreign exchange rates and heightened inflationary pressures; (iv) global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; (v) strategic actions including acquisitions and dispositions; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits; (vi) changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); (vii) the ability to appropriately manage human capital; (viii) the effect of applying future accounting changes; (ix) business competition; (x) operational and reputational risks; (xi) technological change; (xii) changes in government regulation and legislation within the countries in which we operate; (xiii) governmental investigations and sanctions; (xiv) litigation; (xv) changes in tax laws; (xvi) ability to collect amounts owed; (xvii) catastrophic events, including but not limited to, earthquakes, hurricanes, epidemics and pandemics; (xviii) the possible impact of international conflicts and other developments including terrorist acts and cyberterrorism; (xix) the introduction, withdrawal, success and timing of business initiatives and strategies; (xx) the failure of effective disclosure controls and procedures and internal controls over financial reporting and other risks; (xxi) health, safety and environmental risks; (xxii) the maintenance of adequate insurance coverage; (xxiii) the existence of information barriers between certain businesses within our asset management operations; (xxiv) risks specific to our business segments; and (xxv) factors detailed from time to time in our documents filed with the securities regulators in the United States.

Such risks and uncertainties include negative effects relating to announcement of the Offer or the completion of the Offer on the market price of Animalcare’s shares, significant transaction costs and/or unknown liabilities. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

We caution that the foregoing list of important factors that may affect future results is not exhaustive and other factors could also adversely affect Animalcare’s results. You are urged to consider the foregoing risks, as well as other uncertainties, factors and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such forward-looking information. Except as required by law, Charterhouse undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

Past performance is not indicative nor a guarantee of future results. There can be no assurance that comparable results will be achieved in the future, that future investments will be similar to the historic investments discussed herein, that targeted returns, growth objectives, diversification or asset allocations will be met or that an investment strategy or investment objectives will be achieved (because of economic conditions, the availability of investment opportunities or otherwise).

Certain of the information contained in the Microsite is based on or derived from information provided by independent third-party sources. While Charterhouse believes that such information is accurate as of the date it was produced and that the sources from which such information has been obtained are reliable, Charterhouse does not make any assurance, representation or warranty, express or implied, with respect to the accuracy, reasonableness or completeness of any of the information or the assumptions on which such information is based, contained herein, including but not limited to, information obtained from third parties, and undue reliance should not be put on them.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Animalcare. Any forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained.

This notice shall be governed by and interpreted in accordance with the laws of England and Wales and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

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