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

FOR IMMEDIATE RELEASE

                                                                                                                                    22 July 2021 

Increased and Final Recommended Cash Offer for

UDG Healthcare plc

by

Nenelite Limited

 (a newly incorporated company and Affiliate of Clayton, Dubilier & Rice, LLC, as manager of CD&R Funds X and XI)

to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014

RESULTS OF ADJOURNED SCHEME MEETING AND ADJOURNED EGM

The boards of Nenelite Limited ("Bidco") and UDG Healthcare plc ("UDG") are pleased to announce that at today's Adjourned Scheme Meeting and Adjourned EGM in connection with the increased and final recommended cash offer by Bidco, an Affiliate of Clayton, Dubilier & Rice, LLC ("CD&R"), for the entire issued and to be issued share capital of UDG (the "Acquisition"), to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"):

·    the UDG Shareholders voted in favour of the Adjourned Scheme Meeting Resolution to approve the Scheme at the Adjourned Scheme Meeting; and

·    the UDG Shareholders voted in favour of the Adjourned EGM Resolutions at the Adjourned EGM.

Full details of the Resolutions passed are set out in the notices of the Scheme Meeting and EGM contained in the Scheme Document dated 31 May 2021, and repeated for information in the Revised Scheme Document dated 7 July 2021.

The detailed voting results in relation to the Adjourned Scheme Meeting and Adjourned EGM are set out below:

Voting Results of the Adjourned Scheme Meeting

The Scheme was duly passed on a poll vote. The results of the poll were as follows. The required quorum in respect of the Adjourned Scheme Meeting, being at least two persons holding or representing by proxy at least one-third in nominal value of the UDG Shares, was satisfied.

* The total number of UDG Shares in issue at the Voting Record Time was 251,975,343.

Voting Results of the Adjourned EGM

* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.

** The total number of UDG Shares in issue at the Voting Record Time was 251,975,343.

Effective Date and Timetable

Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Revised Scheme Document including the sanction by the High Court of the Scheme at the Court Hearing.

It is expected that an application will shortly be made to the High Court to fix the date of the Court Hearing to sanction the Scheme on a date in early August 2021. Once this date has been fixed, UDG will give notice of this date by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on UDG's website.

In light of the expected timetable for completion of the Acquisition, no Q3 2021 trading update will be issued by UDG.

Capitalised terms used, but not defined, in this announcement have the same meaning as in the Revised Scheme Document dated 7 July 2021.

 Enquiries:

Updated disclosure of relevant securities in issue pursuant to Takeover Rule 2.10

In accordance with Rule 2.10 of the Takeover Rules, UDG confirms that it has 251,975,343 ordinary shares of €0.05 each ("UDG Ordinary Shares") in issue and admitted to listing on the Official List of the FCA and to trading on the main market of the London Stock Exchange. The ISIN for the UDG Ordinary Shares is IE0033024807.

UDG also confirms that there are 3,250,468 options over ordinary shares outstanding under UDG's share schemes (the 2010 LTIP and the 2019 Performance Share Plan).

Information in relation to relevant securities in this announcement is as of 6.00 pm on 18 July 2021, being the Voting Record Time in respect of the Adjourned Scheme Meeting and the Adjourned EGM.

Statements Required by the Takeover Rules

The UDG Directors accept responsibility for the information contained in this announcement relating to UDG, the UDG Group and the UDG Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the UDG Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Goldman Sachs International, which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting as financial adviser to UDG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with any matter referred to herein. Goldman Sachs International has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to UDG, including providing independent financial advice to the UDG Directors for the purposes of Rule 3 of the Takeover Rules, and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG 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, the Acquisition or otherwise. Rothschild & Co has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as corporate broker and corporate finance adviser to UDG and no one else in connection with the matters described in this announcement and will not be responsible to any person for providing the protections afforded to customers of Davy or for advising any other person in connection with any matter referred to herein.

Liberum Capital Limited, which is authorised and regulated by the FCA, is acting as corporate broker to UDG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Liberum Capital Limited nor for providing advice in connection with any matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting as corporate broker for UDG and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with any matter referred to herein.

Disclosure requirements of the Takeover Rules

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, 1 per cent. or more of any class of "relevant securities" of UDG, all "dealings" by such person in any "relevant securities" of UDG (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 pm (Irish time) on the "business day" in Dublin following the date of the relevant transaction.  This requirement will continue until the date on which the "offer period" ends.  If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire  an "interest" in "relevant securities" of UDG, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of UDG by CD&R or Bidco, or by any party Acting in Concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the "business day" in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

General

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 in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document and the Revised Scheme Document (or, if the Acquisition is implemented by way of a Takeover 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 Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document and the Revised Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

Overseas Shareholders

The availability of the Acquisition to UDG Shareholders who are not resident in and citizens of Ireland or the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in Ireland or the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in Ireland or the United Kingdom to vote their UDG Shares with respect to the Scheme at the Adjourned Scheme Meeting, or to appoint another person as proxy to vote at the Adjourned Scheme Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such 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. Further details in relation to Overseas Shareholders will be contained in the Revised Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Rules, and permitted by applicable law and regulation, the Acquisition will not be made available, 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 from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any 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 and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.