TIDMCTH
RNS Number : 2535A
CareTech Holdings PLC
22 March 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
For immediate release 22 March 2017
CareTech Holdings PLC
("CareTech" or "the Company")
Proposed Placing to raise up to GBP39 million
CareTech Holdings PLC (AIM: CTH), a leading UK provider of
specialist social care services, is pleased to announce a placing
of up to 11,000,000 new Ordinary Shares ("New Shares"),
representing approximately 17.1 per cent. of the Company's existing
ordinary share capital, to raise up to approximately GBP39 million,
before expenses, at a price of 355 pence per share ("Placing
Price"). In addition, it is intended that the Cosaraf Trust will be
selling up to, in aggregate, 2,060,091 existing Ordinary Shares
("Sale Shares") at the Placing Price.
Highlights
-- Up to approximately GBP39 million, before expenses, to be
raised for the Company in a Placing with new and existing investors
at a Placing Price of 355 pence per share, representing a discount
of 4.7 per cent. to the average closing mid-market price over the
previous 30 trading days up to and including 22 March 2017 (being
the last dealing day prior to the announcement of the Placing) of
372.3 pence per Ordinary Share.
-- The Company intends to use the net proceeds of the Placing to
accelerate the Company's growth strategy through the funding of its
current acquisition pipeline, organic growth projects and further
potential bolt-on acquisition opportunities. The Company intends to
deploy the net proceeds of the Placing within one year.
-- The Placing will be conducted by way of an accelerated
bookbuild ("Bookbuild"), which will be launched immediately
following this announcement in accordance with the terms and
conditions set out in the Appendix to this announcement. Panmure
Gordon (UK) Limited ("Panmure Gordon"), WH Ireland Limited ("WH
Ireland") and finnCap Ltd ("finnCap") (together "Bookrunners") are
acting as Bookrunners in connection with the Bookbuild.
-- Farouq Sheikh (Executive Chairman), Haroon Sheikh (Chief
Executive Officer) and Michael Hill (Group Finance Director)
(together "Executives") intend, shortly following release of this
announcement, to initiate a cashless exercise over their interests
in 831,250 Ordinary Shares under the CareTech Executive Shared
Ownership Plan 2012 ("ExSOP") jointly held with the Company's
Employee Benefit Trust ("EBT"). These arrangements will result in
the Executives taking, in aggregate, approximately 0.48 million
existing Ordinary Shares into their sole ownership under the ExSOP.
The Executives have agreed to a 12 month lock-in period,
demonstrating their confidence in the Company's growth
strategy.
-- Certain of the Company's senior managers also intend to
subscribe for New Shares at the Placing Price up to an aggregate
amount of approximately GBP0.13 million pursuant to the
Placing.
Farouq Sheikh, CareTech's Executive Chairman, said:
"Our track record of acquisitions and our commitment to
providing the highest standards of care mean that we are well
placed to accelerate the consolidation of the fragmented market in
which we operate. We have already identified a number of
acquisition opportunities and it is our intention to use the
proceeds of the Placing to fund our acquisition pipeline and to
support organic growth initiatives with the objective of delivering
double digit growth in underlying earnings."
Background to and reasons for the Placing
CareTech is a profitable, cash generative and asset-backed
business with a dividend yield. The Company operates in a growing
and fragmented market in which outsourcing to the private sector is
increasing. There continues to be a shortfall in specialist service
provision whilst the regulatory burden is driving consolidation.
These factors are creating significant opportunities for the
Company.
CareTech joined AIM in 2005, since which time both the Company
and the market in which it operates have grown significantly. On
joining AIM, CareTech had a capacity of 435 service users whereas
it currently has a capacity in excess of 2,300 service users in
three specialist operating divisions: adult services, incorporating
adult learning disability and mental health; children services,
incorporating foster care and young people residential services;
and learning services, incorporating EQL Solutions and Dawn Hodge
Associates.
In February 2015, the Company announced a placing to raise GBP21
million gross to invest in organic growth projects and bolt-on
acquisitions. The proceeds were deployed within 12 months,
primarily on two earnings-enhancing acquisitions: Spark of Genius
and ROC North West, both of which have been accretive and
successfully integrated into the Group.
The Placing is now seeking to further accelerate the Company's
organic and acquisitive growth strategy and the Company has already
identified specific opportunities for organic growth and bolt-on
acquisitions. The Company is currently actively progressing three
acquisition opportunities, with others at an earlier stage.
Use of Placing proceeds
The net proceeds of the Placing receivable by the Company will
be used to fund the Company's current acquisition pipeline, organic
growth projects and further potential bolt-on acquisition
opportunities. The Company intends to deploy the net proceeds of
the Placing within one year.
Current trading
Following the Company's most recent trading update, announced on
7 March 2017, the Directors are pleased to report that CareTech's
trading performance for the year to date continues in line with the
Board's expectations.
ExSOP
The interests of the Executives in the capital of CareTech
include 831,250 Ordinary Shares jointly held with the Company's EBT
pursuant to the ExSOP. The Executives intend, shortly following
release of this announcement, to initiate a cashless exercise over
their interests in 831,250 Ordinary Shares under the ExSOP jointly
held with the EBT. These arrangements will result in the Executives
taking, in aggregate, approximately 0.48 million existing Ordinary
Shares into their sole ownership under the ExSOP. The EBT will take
approximately 0.35 million existing Ordinary Shares into its sole
ownership. By way of demonstrating their confidence in the
Company's growth strategy, the Executives have also agreed a 12
month lock-in covering, in aggregate, Ordinary Shares representing
approximately 2 per cent. of its share capital as enlarged by the
issue of the New Shares pursuant to the Placing.
Details of the Placing
The Company is proposing to raise up to approximately GBP39
million before expenses by way of a conditional placing of up to
11,000,000 New Shares at the Placing Price with new and existing
institutional investors. The New Shares are to be issued by the
Company pursuant to the Directors' existing authority to allot
Ordinary Shares for cash on a non-pre-emptive basis.
The Placing also comprises the proposed placing at the Placing
Price of, in aggregate, up to 2,060,091 Sale Shares, to be sold by
the Cosaraf Trust, whose beneficiaries include the respective
children of Farouq Sheikh and Haroon Sheikh, both of whom are
trustees of the Cosaraf Trust.
The Placing will be effected by way of the Bookbuild to be
managed by the Bookrunners and will be conducted in accordance with
the terms and conditions set out in the Appendix. The Bookbuild
will commence with immediate effect and is expected to close no
later than 4.30 p.m. on 23 March 2017, but the Bookrunners reserve
the right to close the Bookbuild earlier, without further
notice.
The timing of the closing of the Bookbuild and allocations are
at the absolute discretion of the Bookrunners. The Placing will be
limited to the subscription of up to 11,000,000 New Shares,
representing approximately 17.1 per cent. of the Company's existing
issued share capital, and the sale of up to 2,060,091 Sale Shares.
The number of New Shares and Sale Shares will be agreed by the
Company with the Bookrunners at the close of the Bookbuild. Details
of the number of New Shares and Sale Shares will be announced as
soon as practicable after the close of the Bookbuild.
The Placing Price represents a discount of 4.7 per cent. to the
average closing mid-market price over the previous 30 trading days
up to and including 22 March 2017 (being the last dealing day prior
to the announcement of the Placing) of 372.3 pence per Ordinary
Share.
The New Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares of the Company, including the right to receive all dividends
or other distributions made, paid or declared in respect of such
shares after the date of issue of the New Shares.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement not being terminated
prior to Admission.
This announcement should be read in its entirety. In particular,
your attention is drawn to the Important Notice section of this
announcement, to the detailed Terms and Conditions of the Placing
and further information relating to the Bookbuild described in the
Appendix. By choosing to participate in the Placing and by making
an oral and legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
announcement in its entirety and to be making such offer on the
terms and subject to the conditions in it, and to be providing the
representations, warranties, acknowledgements and undertakings
contained in the Appendix.
For further information please contact:
CareTech Holdings PLC 01707 601 800
Farouq Sheikh, Executive
Chairman
Michael Hill, Group Finance
Director
Buchanan (PR Adviser) 0207 466 5000
Mark Court
Sophie Cowles
Stephanie Watson
Panmure Gordon (Nomad
and Bookrunner) 020 7886 2500
Freddy Crossley
Charles Leigh-Pemberton
Peter Steel
WH Ireland (Bookrunner) 020 7220 1666
Adrian Hadden
Nick Prowting
finnCap Ltd (Bookrunner) 020 7220 0663
Geoff Nash
Tim Redfern
Christian Hobart
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR") relating to the
Placing. For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, this announcement is being
made on behalf of the Company by Farouq Sheikh (Executive
Chairman), Haroon Sheikh (Chief Executive Officer) and Michael Hill
(Group Finance Director).
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY PANMURE
GORDON (UK) LIMITED ("PANMURE GORDON"), WH IRELAND LIMITED "WH
IRELAND") AND FINNCAP LTD ("FINNCAP") (PANMURE GORDON TOGETHER WITH
WHI IRELAND AND FINNCAP, THE "BOOKRUNNERS" AND EACH A "BOOKRUNNER")
WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF
DIRECTIVE 2003/71/EC AS AMED (THE"PROSPECTIVE DIRECTIVE") AND (B)
IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 AS AMED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS
DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") OR (C) OTHERWISE TO PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The new and existing rdinary shares ("Ordinary Shares") in the
capital of CareTech Holdings PLC ("CareTech" or "Company") that are
the subject of the Placing (the "Placing Shares") have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or
indirectly, in or into the United States absent registration except
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the Securities Act. No public
offering of the Placing Shares is being made in the United
States.
This document does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction including, without limitation, the United States,
Canada, Australia, Japan, the Republic of South Africa or any other
jurisdiction in which such offer or solicitation is or may be
unlawful (a "Prohibited Jurisdiction"). This document and the
information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Prohibited
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, Panmure Gordon, WH Ireland,
finnCap or any of their respective Affiliates (as defined below)
that would permit an offer of the Placing Shares or possession or
distribution of this document or any other publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this document are
required to inform themselves about and to observe any such
restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this document should seek appropriate advice before taking any
action.
Any indication in this document of the price at which the
Ordinary Shares of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this document is intended to be a profit forecast and
no statement in this document should be interpreted to mean that
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Panmure Gordon (UK) Limited which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority ("FCA") is
acting exclusively for the Company and no one else in connection
with the Placing and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the Placing or any other
matters referred to in this announcement.
WH Ireland Limited, which is authorised and regulated in the
United Kingdom by the FCA, is acting for CareTech and for no one
else in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for affording advice in relation to the
Placing, or any other matters referred to herein.
finnCap Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting for CareTech and for no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for affording advice in relation to the Placing, or
any other matters referred to herein.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral offer to take up Placing Shares is
deemed to have read and understood this document in its entirety
(including this Appendix) and to be providing the representations,
warranties, undertakings, agreements and acknowledgements contained
herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company and the owner of existing Ordinary Shares that are
subject to the Placing ("Selling Shareholder") have today entered
into a placing agreement (the "Placing Agreement") with the
Bookrunners. Pursuant to the Placing Agreement, the Bookrunners
have, subject to the terms set out therein, agreed severally as
agents of the Company and the Selling Shareholder to use reasonable
endeavours to procure Placees for the Placing Shares (the
"Placing"). The Placing is not underwritten.
The New Shares will, when issued be subject to the articles of
association of the Company, be credited as fully paid and will rank
pari passu in all respects with each other and with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the New Shares.
The new Ordinary Shares that are subject to the Placing ("New
Shares") will be issued free of any encumbrance, lien or other
security interest.
Application for listing and admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the New Shares
on AIM ("Admission"). It is expected that Admission will become
effective on or around 8.00 a.m. on or around 28 March 2017 and
that dealings in the New Shares will commence at that time.
Participation in, and principal terms of, the Placing
Each of Panmure Gordon, WH Ireland and finnCap and their
respective Affiliates (as defined below) is entitled to participate
as a Placee.
The Placing Price will be 355p per Placing Share and will be
payable by all Placees.
Prospective Placees will be identified and contacted by Panmure
Gordon, WH Ireland or finnCap.
The Placing is expected to close today.
Panmure Gordon, WH Ireland or finnCap will re-contact and
confirm orally to Placees the size of their respective allocations
and a trade confirmation will be despatched as soon as possible
thereafter. Panmure Gordon, WH Ireland or finnCap's (as the case
may be) oral confirmation of the size of allocations and each
Placee's oral commitments to accept the same will constitute a
legally binding agreement pursuant to which each such Placee will
be required to accept the number of Placing Shares allocated to the
Placee at the Placing Price and otherwise on the terms and subject
to the conditions set out herein.
The Bookrunners reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. The Bookrunners also reserve
the right not to accept offers to subscribe for Placing Shares or
to accept such offers in part rather than in whole. The acceptance
of offers shall be at the absolute discretion of each of the
Bookrunners. The Company reserves the right (upon agreement with
the Bookrunners) to reduce or seek to increase the amount to be
raised pursuant to the Placing.
To the fullest extent permissible by law, none of Panmure
Gordon, WH Ireland or finnCap, any holding company thereof, any
subsidiary thereof, any subsidiary of any such holding company, any
branch, affiliate or associated undertaking of any such company nor
any of their respective directors, officers and employees (each an
"Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the
Bookrunners, any of their respective Affiliates nor any person
acting on their behalf shall have any liability (including, to the
extent legally permissible, any fiduciary duties), in respect of
its conduct of the Placing as the Bookrunners and the Company may
determine. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
Each Placee's obligations will be owed to the Company and to the
Bookrunners. Following the oral confirmation referred to above,
each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and the relevant Bookrunner
as agent of the Company, to pay to the relevant Bookrunner (or as
such Bookrunner may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such
Placee has agreed to acquire.
All obligations of the Bookrunners under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of each of the Bookrunners under the Placing
Agreement are conditional, inter alia, on:
1 the representations and warranties on the part of the Company
and the Selling Shareholder contained in the Placing Agreement
being true and accurate and not misleading as of the date of the
Placing Agreement and at all times up to and immediately prior to
Admission by reference to the facts and circumstances then
subsisting;
2 the performance by the Company and the Selling Shareholder of
their respective obligations under the Placing Agreement to the
extent that they fall to be performed or satisfied prior to
Admission;
3 in the opinion of the Bookrunners, there shall have been no
material adverse change since the date of the Placing Agreement
(whether or not foreseeable at the date of the Placing Agreement)
before Admission; and
4 Admission occurring not later than 8.00 a.m. on 11 April 2017
or such later time as the Bookrunners may agree in writing with the
Company (but in any event not later than the Long Stop Date).
If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Bookrunners),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Placee's rights
and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof. None of
the Bookrunners, the Company, nor any of their respective
Affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement", and will not be capable of rescission or
termination by the Placee.
Right to terminate under the Placing Agreement
Any of the Bookrunners may, at any time before Admission,
terminate the Placing Agreement by giving notice to the Company if
in the opinion of either of the Bookrunners, inter alia:
1 the Company or the Selling Shareholder are in breach of any
warranty in the Placing Agreement;
2 the Company or the Selling Shareholder (as the case may be) is
in breach of any of its obligations under the Placing
Agreement;
3 a statement in the Placing Documents (as such term is defined
in the Placing Agreement) has become, or an omission in the Placing
Documents results in them being untrue, inaccurate or misleading in
any respect; or
4 in the opinion of the Bookrunners, there shall have been no
material adverse change since the date of the Placing Agreement
(whether or not foreseeable at the date of the Placing Agreement)
before Admission.
By participating in the Placing, each Placee agrees with the
Bookrunners that the exercise by either of the Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the
Bookrunners and that no Bookrunner need make any reference to the
Placees in this regard and that, to the fullest extent permitted by
law, no Bookrunner shall have any liability whatsoever to the
Placees in connection with any such exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this document and any information
previously published by or on behalf of the Company by notification
to a Regulatory Information Service (as defined in the Listing
Rules). Each Placee, by accepting a participation in the Placing,
agrees that the content of this document is exclusively the
responsibility of the Company and confirms to the Bookrunners and
the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Bookrunners (other than the amount of the relevant
Placing participation in the oral confirmation given to Placees and
the trade confirmation referred to below), any of their respective
Affiliates, any persons acting on its behalf or the Company and
none of the Bookrunners any of their respective Affiliates, any
persons acting on their behalf, nor the Company will be liable for
the decision of any Placee to participate in the Placing based on
any other information, representation, warranty or statement which
the Placee may have obtained or received (regardless of whether or
not such information, representation, warranty or statement was
given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges to and
agrees with the Bookrunners for itself and as agent for the Company
that, except in relation to the information contained in this
document, it has relied on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B0KWHQ09) following Admission will take place within the CREST
system, using the DvP mechanism, subject to certain exceptions. The
Bookrunners reserve the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that
they deem necessary, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this document or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to the relevant Bookrunner and settlement instructions. Placees
procured by Panmure Gordon should settle against CREST ID: 83801,
placees procured by WH Ireland should settle against CREST ID: 601
and placees procured by finnCap should settle against CREST ID:
CAQAQ 2015095. It is expected that such trade confirmation will be
despatched on 23 March 2017 and that this will also be the trade
date. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
which it has in place with the relevant Bookrunner.
It is expected that settlement will be on 28 March 2017 on a DvP
basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by the Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Bookrunners may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for the relevant Bookrunner's own account
and profit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The Placee will, however, remain
liable for any shortfall below the aggregate amount owed by such
Placee and it may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to PTM levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither the Bookrunners nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
Restart Numbering Applied
1 represents and warrants that it has read and understood this
document in its entirety (including this Appendix) and acknowledges
that its participation in the Placing will be governed by the terms
of this document (including this Appendix);
2 acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares;
3 agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Bookrunners, their respective Affiliates
and any person acting on their behalf from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this document and further agrees that the
provisions of this document shall survive after completion of the
Placing;
4 acknowledges that the New Shares of the Company will be
admitted to trading on AIM, and the Company is therefore required
to publish certain business and financial information in accordance
with the rules and practices of the London Stock Exchange
(collectively, the "Exchange Information") and that the Placee is
able to obtain or access the Exchange Information without undue
difficulty;
5 acknowledges that none of the Bookrunners, nor any of their
respective Affiliates nor any person acting on their behalf has
provided, and will not provide it with any material or information
regarding the Placing Shares or the Company; nor has it requested
any of the Bookrunners, nor any of their respective Affiliates nor
any person acting on their behalf to provide it with any such
material or information;
6 acknowledges that the content of this document is exclusively
the responsibility of the Company and that no Bookrunner, nor any
of their respective Affiliates nor any person acting on their
behalf will be responsible for or shall have any liability for any
information, representation or statement relating to the Company
contained in this document or any information previously published
by or on behalf of the Company and no Bookrunners, nor any of their
respective Affiliate nor any person acting on their behalf will be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this document or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
to subscribe for the Placing Shares is contained in this document
and any Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the
Placing Shares, and that it has relied on its own investigation
with respect to the Placing Shares and the Company in connection
with its decision to subscribe for the Placing Shares and
acknowledges that it is not relying on any investigation that
either of the Bookrunners, any of their respective Affiliates or
any person acting on their behalf may have conducted with respect
to the Placing Shares or the Company and none of such persons has
made any representations to it, express or implied, with respect
thereto;
7 acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It
has had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for the
Placing Shares, including the tax, legal and other economic
considerations and has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
8 represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting its invitation to participate in the
Placing;
9 acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by either of the Bookrunners, their respective Affiliates or any
person acting on their or any of their respective Affiliates'
behalf and understands that (no Bookrunner, nor any of their
respective Affiliates nor any person acting on their behalf has or
shall have any liability for public information or any
representation; (ii) no Bookrunner, nor any of their respective
Affiliates, nor any person acting on their behalf has or shall have
any liability for any additional information that has otherwise
been made available to such Placee, whether at the date of
publication, the date of this document or otherwise; and that (iii)
no Bookrunner, nor any of their respective Affiliates, nor any
person acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of
this document or otherwise;
10 represents and warrants that (i) it is entitled to acquire
the Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity to commit to participation in the
Placing and to perform its obligations in relation thereto and will
honour such obligations; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in any
territory; and (v) it has not taken any action which will or may
result in the Company, either of the Bookrunners, any of their
respective Affiliates or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory
in connection with the Placing;
11 represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may only be acquired in
"offshore transactions" as defined in and pursuant to Regulation S
under the Securities Act;
12 represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S;
13 represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the European Economic Area which
has implemented the Prospectus Directive other than "qualified
investors" as defined in Article 2.1(e) of the Prospectus
Directive, or in circumstances in which the prior consent of the
Bookrunners has been given to the offer or resale;
14 represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the European Economic Area except in circumstances
falling within Article 3(2) of the Prospectus Directive which do
not result in any requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Directive;
15 represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
16 represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving the United Kingdom;
17 represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Criminal Justice Act 1993, section 118 of FSMA,
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act
2000, the Terrorism Act 2006, the Anti-terrorism Crime and Security
Act 2001, the Money Laundering Regulations (2007) (the
"Regulations") and the Money Laundering Sourcebook of the FCA and,
if it is making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
18 if in the United Kingdom, represents and warrants that it is
(a) a person falling within Article 19(5) of the FPO or (b) a
person falling within Article 49(2)(a) to (d) of the FPO and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
19 if in the United Kingdom, represents and warrants that it is
a qualified investor as defined in section 86(7) of FSMA, being a
person falling within Article 2.1(e)(i), (ii) or (iii) of the
Prospectus Directive;
20 represents and warrants that its participation in the Placing
would not give rise to an offer being required to be made by it or
any person with whom it is acting in concert pursuant to Rule 9 of
the City Code on Takeovers and Mergers;
21 undertakes that it (and any person acting on its behalf) will
pay for the Placing Shares acquired by it in accordance with this
document on the due time and date set out herein against delivery
of such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as either
Bookrunner may, in its absolute discretion, determine and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this document) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
22 acknowledges that no Bookrunner, nor any of their Affiliates
nor any person acting on their behalf is making any recommendations
to it or advising it regarding the suitability or merits of any
transaction it may enter into in connection with the Placing, and
acknowledges that no Bookrunner, nor any of their Affiliates nor
any person acting on their behalf has any duties or
responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of the Bookrunners' rights
and obligations thereunder, including any right to waive or vary
any condition or exercise any termination right contained
therein;
23 undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) no Bookrunner
nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement and (iii) the Placee and any person acting on its
behalf agrees to acquire the Placing Shares on the basis that the
Placing Shares will be allotted to the CREST stock account of the
relevant Bookrunner which will hold them as settlement agent as
nominee for the Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing
Shares being made simultaneously upon receipt of the Placing Shares
in the Placee's stock account on a delivery versus payment
basis;
24 acknowledges that any agreements entered into by it pursuant
to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract;
25 acknowledges that it irrevocably appoints any director of the
relevant Bookrunner as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
26 represents and warrants that it is not a resident of any
Prohibited Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities
legislation of any Prohibited Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Prohibited Jurisdiction;
27 represents and warrants that any person who confirms to
either Bookrunner on behalf of a Placee an agreement to subscribe
for Placing Shares and/or who authorises either Bookrunner to
notify the Placee's name to the Company's registrar, has authority
to do so on behalf of the Placee;
28 acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor either of the
Bookrunners will be responsible. If this is the case, the Placee
should take its own advice and notify the Bookrunners
accordingly;
29 acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
document (including this Appendix);
30 acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with the relevant Bookrunner, any
money held in an account with the relevant Bookrunner on behalf of
the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the relevant
rules and regulations of the FCA. The Placee acknowledges that the
money will not be subject to the protections conferred by the
client money rules; as a consequence, this money will not be
segregated from the relevant Bookrunner money in accordance with
the client money rules and will be used by the relevant Bookrunner
in the course of its business; and the Placee will rank only as a
general creditor of the relevant Bookrunner (as the case may
be);
31 acknowledges and understands that the Company, the
Bookrunners, and others will rely upon the truth and accuracy of
the foregoing representations, warranties, agreements, undertakings
and acknowledgements;
32 acknowledges that the basis of allocation will be determined
by the Bookrunners at their absolute discretion. The right is
reserved to reject in whole or in part and/or scale back any
participation in the Placing;
33 irrevocably authorises the Company and the Bookrunners to
produce this announcement pursuant to, in connection with, or as
maybe required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein; and
34 that its commitment to subscribe for Placing Shares on the
terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's conduct of the
Placing.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and the Bookrunners (for their own benefit and, where relevant, the
benefit of their respective Affiliates and any person acting on
their behalf) and are irrevocable.
No claim shall be made against the Company, the Bookrunners,
their respective Affiliates or any other person acting on behalf of
any of such persons by a Placee to recover any damage, cost, charge
or expense which it may suffer or incur by reason of or arising
from the carrying out by it of the work to be done by it pursuant
hereto or the performance of its obligations hereunder or otherwise
in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor the Bookrunners will
be responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and the Bookrunners in the event
that any of the Company and/or either of the Bookrunners has
incurred any such liability to stamp duty or stamp duty reserve
tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this document may be subject to
amendment. The Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any such changes.
This document has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Bookrunners do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Bookrunners or any of their
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
The rights and remedies of the Bookrunners and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to
either of the Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
Important notice
This announcement, and the information contained in it is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other state or jurisdiction in which the same would
be restricted, unlawful or unauthorised (each a "Restricted
Territory"). This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy, acquire or subscribe for shares in the capital
of the Company in any Restricted Territory or to any person to whom
it is unlawful to make such offer or solicitation. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Subject to certain
exemptions, the securities referred to herein may not be offered or
sold in any Restricted Territory or for the account or benefit of
any national resident or citizen of any Restricted Territory.
This announcement and the information contained herein is not an
offer of securities for sale in the United States and there will be
no public offer of securities in the United States. The offering of
the Placing Shares will only be made outside the United States in
offshore transactions within the meaning of, and in reliance on,
Regulation S under the United States Securities Act of 1933, as
amended and no offer of the Placing Shares will be made in the
United States. No public offering of the shares referred to in this
announcement is being made in the United Kingdom, any Restricted
Territory or elsewhere.
This announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Panmure Gordon, WH Ireland or finnCap or by any of their respective
affiliates or agents as to or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Each of Panmure Gordon, WH Ireland and finnCap is authorised and
regulated by the FCA in the United Kingdom and is acting solely for
the Company in relation to the Placing and nobody else and will not
be responsible to anyone other than the Company for providing the
protections afforded to customers (as defined in the rules of the
FCA) nor for providing advice in relation to the Placing or any
other matter referred to in this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Panmure Gordon, WH Ireland and finnCap by the Financial Services
and Markets Act 2000, as amended or by the regulatory regime
established thereunder, neither Panmure Gordon nor WH Ireland nor
finnCap nor any of their respective affiliates accepts any
responsibility whatsoever for the contents of the information
contained in this announcement or for any other statement made or
purported to be made by or on behalf of Panmure Gordon or WH
Ireland or finnCap or any of their respective affiliates in
connection with the Company, the Placing Shares or the Placing.
Each of Panmure Gordon, WH Ireland and finnCap and their respective
affiliates accordingly disclaims all and any liability, whether
arising in tort, contract or otherwise (save as referred to above)
in respect of any statements or other information contained in this
announcement and no representation or warranty, express or implied,
is made by Panmure Gordon or WH Ireland or finnCap or any of their
respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this announcement.
Nothing in this announcement is, or shall be relied upon as a
promise or representation in this respect, whether as to the past
or the future.
All statements in this announcement other than statements of
historical fact are, or may be deemed to be, "forward-looking
statements". In some cases, these forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout the announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company and/or Directors concerning, among
other things, the trading performance, results of operations,
financial condition, liquidity, prospects and dividend policy of
the Company. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, result of
operations, financial condition, liquidity and dividend policy may
differ materially from the impression created by the
forward-looking statements contained in this announcement. In
addition, even if the performance, results of statements contained
in this announcement, those results or developments may not be
indicative of results or developments in subsequent periods.
Important factors that may cause these differences include, but are
not limited to, changes in economic conditions generally; changes
in interest rates and currency fluctuations; impairments in the
value of the Company's assets; legislative/regulatory changes;
changes in taxation regimes; the availability and cost of capital
for future expenditure; the availability of suitable financing; the
ability of the Group to retain and attract suitably experienced
personnel and competition within the industry. Prospective
investors should specifically consider the factors identified in
this announcement which could cause actual results to differ before
making an investment decision.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Admission" the admission of the New
Shares to trading on AIM,
which is expected to take
place on or around 28 March
2017
"AIM" the AIM market, operated
by the London Stock Exchange
"Board" or "Directors" the board of directors of
the Company, including a
duly constituted committee
thereof
"Bookrunner(s)" Panmure Gordon, finnCap and
WH Ireland together and the
singular shall mean any one
of them as the context so
requires
"Company" CareTech Holdings PLC
"Cosaraf Trustees" Farouq Sheikh, Haroon Sheikh
and their respective wives
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the
paperless settlement of trades
and the holding of uncertificated
securities operated by Euroclear
UK & Ireland Limited
"EBT" the Company's Employee Benefit
Trust
"Executives" Farouq Sheikh, Haroon Sheikh
and Michael Hill, CareTech's
Executive Chairman, Chief
Executive Officer and Group
Finance Director respectively
"ExSOP" CareTech Executive Shared
Ownership Plan 2012
"FCA" the Financial Conduct Authority
of the United Kingdom
"finnCap" finnCap Limited
"FSMA" the Financial Services and
Markets Act 2000 (as amended)
"Group" the Company and its subsidiaries
"London Stock Exchange" London Stock Exchange plc
"New Shares" up to 11,000,000 new Ordinary
Shares to be issued by the
Company pursuant to the Placing
"Ordinary Shares" ordinary shares of 0.5 pence
each in the capital of the
Company
"Panmure Gordon" Panmure Gordon (UK) Limited
"Placees" participants in the Placing
"Placing" the conditional placing of
up to 13,060,091 Placing
Shares with the Placees at
the Placing Price
"Placing Agreement" the agreement between the
Company, Panmure Gordon,
finnCap, WH Ireland, the
Cosaraf Trustees and the
Executives dated 22 March
2017, pursuant to which Panmure
Gordon, finnCap and WH Ireland
have agreed to use reasonable
endeavours to procure Placees
for the Placing Shares
"Placing Price" the price at which the Placing
Shares will be placed pursuant
to the Placing, being 355
pence per Placing Share
"Placing Shares" together, the New Shares
and the Sale Shares
"Sale Shares" up to, in aggregate, 2,060,091
existing Ordinary Shares
to be sold as part of the
Placing by the Cosaraf Trust
"Shareholders" holders of Ordinary Shares
"UK" the United Kingdom of Great
Britain and Northern Ireland
"WH Ireland" WH Ireland Limited
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCJTMRTMBJTBJR
(END) Dow Jones Newswires
March 22, 2017 13:35 ET (17:35 GMT)
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