AIM - Sch 1 Update-Phibro Animal
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RNS Number:1247R
AIM
31 March 2008
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR
COMPANIES ("AIM RULES")
COMPANY NAME:
Phibro Animal Health Corporation
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Principal Place of business
65 Challenger Road
Ridgefield Park
New Jersey 07660
United States
Office of Registered Agent
Golenbock Eiseman Assor Bell & Peskoe LLP
437 Madison Avenue
New York
New York 10022
United States
COUNTRY OF INCORPORATION:
United States of America
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.pahc.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
Phibro Animal Health Corporation ("the Company") is a leading diversified global manufacturer and marketer of a
broad range of animal health and nutrition products, specifically medicated feed additives ("MFAs") and
nutritional feed additives ("NFAs"), which the Company sells throughout the world predominantly to the poultry,
swine and cattle markets. MFAs are used preventively and therapeutically in animal feed to produce healthy
animals. NFAs are used to fortify and enhance the nutrition of animal feeds. The Company is also a manufacturer
and marketer of performance products for use in the ethanol, personal care, automotive, chemical catalyst, semi
conductor and wood treatment industries. The Company has several proprietary products, and many of its products
provide critical performance attributes to its customers' products, while representing a relatively small
percentage of total end-product cost. The Company operates around the world and sells products to approximately
2,500 customers in over 50 countries.
The Company's Animal Health and Nutrition business manufactures and markets more than 500 formulations and
concentrations of medicated and nutritional feed additives, including antibiotics, antibacterials,
anticoccidials, anthelmintics, trace minerals, vitamins, vitamin premixes and other animal health and nutrition
products to the animal and pet food industries. The Company's MFA products are internationally recognised for
quality and efficacy in the prevention and treatment of diseases in animals, such as coccidiosis in poultry,
dysentery in swine and acidosis in cattle. The Company markets its Animal Health and Nutrition products under
hundreds of governmental product registrations approving its MFA products with respect to animal drug safety and
effectiveness.
The Company's Performance Products business (comprised of the Distribution and Industrial Chemicals segments)
manufactures and markets a number of performance products including ethanol processing aids, wood treatment
chemicals, surface finishing and coating materials and personal care active ingredients.
The Company's main region of operation in terms of sales revenue is North America with manufacturing facilities
located in Brazil, Israel and the United States.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where
known, number and type of shares, nominal value and issue price to which it seeks admission and the number and
type to be held as treasury shares):
TBC common shares of $0.0001 par value per share
The common shares to be admitted were offered and sold by the Company and certain of its selling shareholders in
compliance with the United States Securities Act of 1933 provisions for "Category 3" offshore transactions under
Regulation S. Reg S Category 3 has several requirements, including specified "offering restrictions" which must
be in place in connection with the offering, certificates representing the shares must bear a legend and transfer
restrictions relating to resales of the common shares. The Reg S Category 3 legends must be kept in place for a
minimum of 1 year during the "distribution compliance period" from the date of Admission.
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
TBC
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
TBC
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE
COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known
or including any other name by which each is known):
Jack Clifford Bendheim (Chairman and President)
Gerald (Jerry) Kenneth Carlson (Chief Executive Officer)
Sam Gejdenson (Independent Non-executive Director)
Mary Louise Malanoski, (Independent Non-executive Director)
Alan Browning MacKay (Non-executive Director)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE
AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each
is known):
Before admission
BFI Co., LLC 80.5%
3i Quoted Private Equity Limited (QPE.L) 19.5%
After admission
TBC
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
None
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) Accounting Reference Date 30 June
(ii) Admission Document Financial Information 3 years to 30 June 2007 (unaudited interim accounts
to 31 December 2007 have also been included)
(iii) First annual accounts due 31 December 2008 for the year ended 30 June 2008, First half-yearly
report due 31 March 2009 for the six months ended 31 December 2008 and Second annual accounts due 31 December
2009 for the year ended 30 June 2009
EXPECTED ADMISSION DATE:
4 April 2008
NAME AND ADDRESS OF NOMINATED ADVISER:
Panmure Gordon (UK) Limited
Moorgate Hall
155 Moorgate
London EC2M 6XB
NAME AND ADDRESS OF BROKER:
Panmure Gordon (UK) Limited (Joint)
Moorgate Hall
155 Moorgate
London EC2M 6XB
Arbuthnot Securities Limited (Joint)
Arbuthnot House
20 Ropemaker Street
London EC2Y 9AR
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION
DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
The Admission document which will contain full details about the Company and the admission of its common shares
to AIM, will be available on the Company's website www.pahc.com from the date of Admission.
DATE OF NOTIFICATION:
31 March 2008
NEW/ UPDATE:
UPDATE
This information is provided by RNS
The company news service from the London Stock Exchange
END
AIMEAPDFDFSPEEE
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