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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 OF THAT JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND CAMBIAN SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW CARETECH SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE PROSPECTUS WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE FOR IMMEDIATE RELEASE
19 September 2018
RECOMMENDED OFFER FOR CAMBIAN GROUP PLC BY CARETECH HOLDINGS PLC
TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006
Publication of Prospectus and Notice of General Meeting
Application for Admission of the Enlarged Share Capital to trading on AIM
On 16 August 2018 the boards of Cambian Group plc ('Cambian') and CareTech Holdings PLC ('CareTech') announced that they had reached agreement on the terms of a recommended acquisition of Cambian by CareTech, pursuant to which CareTech will acquire the entire issued and to be issued ordinary share capital of Cambian (the 'Transaction') ('Transaction Announcement').
As outlined in that Transaction Announcement, the Transaction is intended to be implemented by means of a court-sanctioned scheme of arrangement of Cambian under Part 26 of the Companies Act 2006 (the 'Scheme').
The Transaction constitutes a reverse takeover under Rule 14 of the AIM Rules and is therefore subject to the approval of CareTech Shareholders at a general meeting.
Subject to the Transaction becoming effective, an application will be made to the London Stock Exchange for the share capital of CareTech as enlarged by the New CareTech Shares to be issued in connection with the Transaction (the 'Enlarged Share Capital') to be admitted or re-admitted (as applicable) to trading on AIM.
Admission is expected to occur on 19 October 2018. Further details of the Conditions to which the Transaction is subject are included in the Transaction Announcement and in the Prospectus.
An expected timetable of principal events in connection with the Transaction is set out below.
Further to the Transaction Announcement, CareTech announces that the combined prospectus and AIM admission document dated 19 September 2018 (the 'Prospectus'), prepared in connection with the Transaction, has been approved by the Financial Conduct Authority and is being made available to Cambian Shareholders and CareTech Shareholders today.
CareTech Shareholders and Cambian Shareholders will receive the Prospectus in hard copy form.
A copy of the Prospectus will also be available later today, subject to certain restrictions relating to persons with a registered address in, or who are citizens, residents or nationals of, a Restricted Jurisdiction, on CareTech's website atwww.caretech-uk.comand on Cambian's website atwww.cambiangroup.com.
The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection atwww.morningstar.co.uk/uk/NSM.
The Prospectus contains a notice convening a general meeting of CareTech (the 'CareTech General Meeting') in order to, amongst other things, seek the approval of CareTech Shareholders for the Transaction and the authority for the issue and allotment of the New CareTech Shares.
A proxy form in connection with the CareTech General Meeting will be sent to CareTech Shareholders together with the Prospectus.
The CareTech General Meeting will be held at 11:00 a.m. on 15 October 2018 at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2AG.
CareTech recommends that Cambian Shareholders and CareTech Shareholders read the Prospectus in full since it will contain important information in relation to the Transaction, the Enlarged Group, Admission and the New CareTech Shares.
Publication of Scheme Document
Cambian has today published and posted to Cambian Shareholders its scheme document in connection with the Transaction (the 'Scheme Document') which contains, amongst other things, a letter from the Chairman of Cambian, the full terms and conditions of the Scheme, an explanatory statement, notices convening the Court Meeting and the Cambian General Meeting and an expected timetable of principal events.
The Court Meeting and the Cambian General Meeting will take place on the same day as the CareTech General Meeting.
A copy of the Scheme Document will also be available later today, subject to certain restrictions relating to persons with a registered address in, or who are citizens, residents or nationals of, a Restricted Jurisdiction, on CareTech's website atwww.caretech-uk.comand on Cambian's website atwww.cambiangroup.com.
Expected timetable of principal events
CareTech will give notice of any change(s) to the expected timetable to CareTech Shareholders by issuing an announcement through a Regulatory Information Service.
Capitalised terms not otherwise defined and used in this announcement have the meaning given to them in the Transaction Announcement, as the context so requires, unless stated otherwise.
All references to times are to times in London.
Farouq Sheikh, Executive Chairman
+44 (0)17 0760 1800
Haroon Sheikh, Chief Executive Officer
Michael Hill, Group Finance Director
Jefferies (financial adviser to CareTech)
+44 (0)20 7029 8000
Panmure Gordon (Nomad and joint corporate broker to CareTech)
+44 (0)20 7886 2500
WH Ireland (joint corporate broker to CareTech)
+44(0)20 7220 1666
Buchanan (PR adviser to CareTech)
+44 (0)20 7466 5000
Jefferies International Limited, which is regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for CareTech and no one else in connection with the matters set out in this Announcement.
In connection with such matters, Jefferies will not regard any other person as its client and will not be responsible to anyone other than CareTech for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.
Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for CareTech and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than CareTech for providing the protections afforded to clients of Panmure Gordon, nor for providing advice in relation to the matters set out in this Announcement or any matters referred to in this Announcement.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer 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 Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities of Cambian or CareTech in any jurisdiction pursuant to the Transaction in contravention of applicable law.
The Transaction will be implemented solely pursuant to the Scheme Documentto be distributed to Cambian Shareholders, which, together with the Forms of Proxy and the Form of Election will contain the full terms and conditions of the Transaction including details of how to vote in respect of the Transaction, and the Prospectus.
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Any vote in respect of the Scheme or other response in relation to the Transaction should be made only on the basis of the information contained in the Scheme Document and the Prospectus. CareTech Shareholders are advised to read the Prospectus in full before voting on the resolutions to be proposed at the CareTech General Meeting.
This Announcement does not constitute a prospectus or prospectus equivalent document.
This Announcement may contain statements about the Wider CareTech Group, the Wider Cambian Group and the Enlarged Group that are or may be forward looking statements.
All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words 'targets', 'should', 'continue', 'plans', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'estimates', 'projects', 'ambition' or words or terms of similar substance or the negative thereof, are forward looking statements.
Cambian Group PLC
Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Wider Cambian Group's, the Wider CareTech Group's or the Enlarged Group's operations and potential synergies resulting from the Transaction; and (iii) the effects of government regulation on the Wider Cambian Group's, the Wider CareTech Group's or the Enlarged Group's business.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on assumptions and assessments made by CareTech and/or Cambian in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate.
Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Neither the Wider Cambian Group nor the Wider CareTech Group assume any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 this Announcement in which any securities exchange offeror is first identified.
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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 (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following this Announcement in which any securities exchange offeror is first identified.
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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 Takeover Code, any person who is, or becomes, interested in 1 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 (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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.
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).
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 Takeover 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.
The release, publication or distribution of this Announcement, the Prospectus and the Scheme Document in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and should observe, any applicable requirements.
Any failure to comply with these requirements 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 Transaction disclaim any responsibility or liability for the violation of such requirements by any person.
Unless otherwise determined by CareTech or required by the Takeover Code, and permitted by applicable law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Transaction by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Accordingly, no documents relating to the Transaction are being, and must not be, directly or indirectly, posted or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving documents relating to the Transaction (including custodians, nominees and trustees) must not post or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward any documents relating to the Transaction to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
The availability of the New CareTech Shares under the Transaction to Cambian Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident (including affecting the ability of such Cambian Shareholders to vote their Cambian Shares with respect to the Scheme and the Transaction at the Cambian Shareholder Meetings, or to execute and deliver Forms of Proxy appointing another to vote at the Cambian Shareholder Meetings on their behalf).
Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements. Further details in relation to Overseas Shareholders are contained in the Scheme Document and the Prospectus.
If CareTech reasonably believes or is advised that an Overseas Shareholder has registered address in, or is a citizen, resident or national of, a Restricted Jurisdiction, CareTech may, at its sole discretion, determine that such Restricted Overseas Shareholder will not receive New CareTech Shares and cash consideration pursuant to the Headline Offer and instead will receive cash consideration only pursuant to the Full Cash Alternative in respect of all of their Scheme Shares, whether or not such Overseas Shareholder makes an election to receive the Full Cash Alternative in respect of such Scheme Shares.
The Transaction relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales.
CARETECH HOLDINGS PLC
A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.
However, if, in the future, CareTech decides to exercise its right to implement the Transaction by means of a takeover offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including, without limitation, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and subject, in the case of participation by Cambian Shareholders resident in the United States to the availability of an exemption (if any) from the registration requirements of the US Securities Act and of the securities laws of any state or other jurisdiction of the United States.
Such Takeover Offer would be made by CareTech and no one else. In addition to any such Takeover Offer, CareTech, any affiliates of CareTech's financial advisers, CareTech and its affiliates may make certain purchases of, or arrangements to purchase, shares in Cambian outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance.
Intention to Float
If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the UK Listing Authority and will be available on the London Stock Exchange website:http://www.londonstockexchange.com/.
The availability of the Transaction and the New CareTech Shares under the Transaction to Cambian Shareholders who are not resident in the United Kingdom, and the availability of the Full Cash Alternative to such shareholders, may be affected by the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.
The New CareTech Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act, or with any securities regulatory authority or under the securities laws of any state or other jurisdiction of the United States.
Accordingly, the New CareTech Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New CareTech Shares are expected to be issued in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereunder, Cambian will advise the Court through counsel that it will rely on the Section 3(a)(1) exemption based on the Court's sanctioning of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to Cambian Shareholders, at which hearing all such shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders.
The New CareTech Shares generally should not be treated as 'restricted securities' within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme (other than 'affiliates' as described in the paragraph below) may resell them without restriction under the US Securities Act.
Under US securities laws, persons who are or will be deemed to be affiliates (as defined under the US Securities Act) of CareTech prior to or after the Effective Date may be subject to timing, manner of sale and volume restrictions on the resale in the United States of New CareTech Shares received pursuant to the Scheme.
Whether a person is an 'affiliate' of a company for such purposes depends upon the circumstances, but an 'affiliate' of a company includes a person that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, CareTech, and may include certain officers and directors and significant shareholders of CareTech. Cambian Shareholders who believe they may be affiliates for the purposes of the US Securities Act should consult their own legal advisers prior to any resale of New CareTech Shares received under the Scheme.
It may be difficult for US Cambian Shareholders to enforce their rights and claims arising out of the US federal securities laws, since CareTech and Cambian are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States.
US Cambian Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
None of the securities referred to in this Announcement has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Announcement.
Any representation to the contrary is a criminal offence in the United States.
Publication on website and hard copies
A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CareTech's website at www.caretech-uk.com and Cambian's website at www.cambiangroup.com by no later than 12 noon on 20 September 2018.
For the avoidance of doubt, the content of those websites is not incorporated into and do not form part of this Announcement.
Cambian Shareholders and CareTech Shareholders may request a hard copy of this Announcement by contacting +44 (0) 371 384 2050 (non-UK callers +44 (0) 121 415 0259) (for Cambian Shareholders) or +44 (0) 871 664 0300 (non-UK callers +44 (0) 371 664 0300) (for CareTech Shareholders) during business hours or by submitting a request in writing to Equiniti at Cambian Group plc Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (for Cambian Shareholders) or Link at Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (for CareTech Shareholders).
If you have received this Announcement in electronic form, copies of this Announcement will not be provided unless such a request is made.
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 if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser.