TIDMCTH
RNS Number : 8473A
CareTech Holdings PLC
27 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU 596/2014) WHICH IS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON
PUBLICATION OF THIS ANNOUNCEMENT IT IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
27 September 2022
RECOMMED ACQUISITION
of
CARETECH HOLDINGS PLC ("CARETECH")
by
AMALFI BIDCO LIMITED ("BIDCO")
(a newly formed company indirectly owned by joint offerors
Sheikh Holdings Group (Investments) Limited, Belgravia Investments
Limited and Kensington Capital Limited, and funds managed by THCS
IV GP S.à r.l. and TH Management IV S.à r.l. and advised by THCP
Advisory Limited)
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
CARETECH SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 27 June 2022, the CareTech Independent Board and the board of
Bidco announced that they had reached agreement on the terms of a
recommended offer by Bidco for the entire issued and to be issued
ordinary share capital of CareTech (the "Offer"). Under the terms
of the Offer, Scheme Shareholders will receive 750 pence in cash
for each Scheme Share. Scheme Shareholders will also be able to
elect under the Partial Alternative Offer, in respect of all or
part of their Scheme Shares, to receive Rollover Securities in lieu
of all or part of the Cash Consideration to which they are
otherwise entitled.
The Offer is to be implemented by means of a scheme of
arrangement pursuant to Part 26 of the Companies Act (the
"Scheme"). The circular in relation to the Scheme was published or
made available to CareTech Shareholders on 25 July 2022 (the
"Scheme Document")
On 8 September 2022, the Scheme was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
Resolution in connection with the implementation of the Scheme was
passed by the requisite majority of CareTech Shareholders at the
General Meeting.
On 23 September 2022, the CareTech Independent Board and the
board of Bidco announced that the Court had sanctioned the
Scheme.
The CareTech Independent Board and the board of Bidco are
pleased to announce that the Scheme has today become Effective in
accordance with its terms, following delivery of the Court Order to
the Registrar of Companies, and the entire issued and to be issued
ordinary share capital of CareTech is now owned by Bidco.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
All references in this announcement to times are to times in
London, unless otherwise stated.
Settlement
Under the terms of the Scheme, Scheme Shareholders on the
register of members of CareTech at the Scheme Record Time, being
6.00 p.m. on 26 September 2022, are entitled to receive 750 pence
in cash for every Scheme Share held. Cheques will be dispatched to
Scheme Shareholders holding Scheme Shares in certificated form and
the CREST accounts of Scheme Shareholders holding Scheme Shares in
uncertificated form will be credited within 14 days of today's
date.
Where Rollover Securities are issued to Scheme Shareholders
pursuant to the Partial Alternative Offer, certificates for the
Rollover Securities will be despatched by first class post (or by
international post or airmail, if overseas) within 14 days of
today's date to the relevant Scheme Shareholders at the address
appearing in the CareTech register of members at the Scheme Record
Time.
Suspension and cancellation of trading
Trading in CareTech Shares on AIM was suspended with effect from
7.30 a.m. on 27 September 2022. Following the application by
CareTech to the London Stock Exchange, the cancellation of
admission to trading of CareTech Shares on AIM is expected to be
effective as of 7.00 a.m. on 28 September 2022.
Board changes
As the Scheme has now become Effective, CareTech has duly
announced that, with effect from today's date, Jamie Cumming, Moira
Livingston and Adrian Stone have each resigned as non-executive
directors of CareTech.
Enquiries:
CareTech Holdings PLC Tel: 01707 601800
Jamie Cumming
Panmure Gordon (UK) Limited (Rule 3 Tel: 020 7886 2500
adviser and joint financial adviser to
the CareTech Independent Board), nominated
adviser and joint broker to CareTech
Emma Earl
Freddy Crossley
Charles Leigh-Pemberton
James Sinclair-Ford
Mark Rogers
Numis (joint financial adviser to the Tel: 020 7260 1000
CareTech Independent Board and joint
broker to CareTech)
Jonathan Wilcox
James Black
Alec Pratt
Duncan Monteith
Consilium Strategic Communications (PR Tel: 020 3709 5700
adviser to the CareTech Independent Board)
Mary-Jane Elliot
Chris Welsh
Angela Gray
Bidco Tel: 01707 661503
Marco Anatriello
Farouq Sheikh
Haroon Sheikh
Citigroup Global Markets Limited (joint Tel: 020 7986 4000
financial adviser to Bidco)
Andrew Truscott
Sian Evans
Will Morton
Chris Wren (Corporate Broking)
Dean Street Advisers Limited (joint Tel: 020 3818 8520
financial adviser to Bidco)
Bob Morris
Graeme Atkinson
Finsbury Glover Hering (PR adviser to Tel: 020 7251 3801
Bidco)
Faeth Birch Tel: 07768 943171
Charlie Chichester
Richard Webster-Smith
Ashurst LLP is acting as legal adviser to Sheikh Holdings and
Bidco.
Charles Russell Speechlys LLP is acting as legal adviser to
CareTech.
Proskauer Rose (UK) LLP is acting as legal adviser to THCP.
GSC Solicitors LLP is acting as legal adviser to Kensington and
Belgravia.
Deutsche Bank AG, London Branch is acting as financial adviser
to Sheikh Holdings.
Further information
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 Offer or otherwise, nor shall there
be any sale, issuance or transfer of securities of CareTech in any
jurisdiction in contravention of applicable law.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Disclaimers
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated in the United Kingdom by the FCA and is
acting as joint financial adviser and Rule 3 adviser to the
CareTech Independent Board, and nominated adviser and joint broker
to CareTech and for no one else in connection with the Offer and
other matters referred to in this Announcement and will not be
responsible to anyone other than the CareTech Independent Board for
providing the protections afforded to its clients or for providing
advice in relation to the Offer, the contents of this Announcement
or any other matters referred to in this Announcement. Neither
Panmure Gordon nor any of its affiliates, directors or employees
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is
not a client of Panmure Gordon in connection with this
Announcement, any statement contained herein, the Offer or
otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA and is acting as joint
financial adviser to the CareTech Independent Board and joint
broker to CareTech and for no one else in connection with the Offer
and other matters referred to in this Announcement and will not be
responsible to anyone other than the CareTech Independent Board for
providing the protections afforded to its clients or for providing
advice in relation to the Offer, the contents of this Announcement
or any other matters referred to in this Announcement. Neither
Numis nor any of its affiliates, directors or employees owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a
client of Numis in connection with this Announcement, any statement
contained herein, the Offer or otherwise.
Dean Street Advisers Limited ("Dean Street") is authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom and is acting as joint financial adviser to Bidco and for
no one else in connection with the Offer and other matters referred
to in this Announcement and will not be responsible to anyone other
than Bidco for providing the protections afforded to its clients or
for providing advice in relation to the Offer, the contents of this
Announcement or any other matters referred to in this Announcement.
Neither Dean Street nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of Dean Street in connection with this
Announcement, any statement contained herein, the Offer or
otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority ("PRA") and regulated in the
UK by FCA and the PRA, is acting joint financial adviser to Bidco
and for no one else in connection with the Offer and other matters
referred to in this Announcement and will not be responsible to
anyone other than Bidco for providing the protections afforded to
its clients or for providing advice in relation to the Offer, the
contents of this Announcement or any other matters referred to in
this Announcement. Neither Citi nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Citi in
connection with this Announcement, any statement contained herein,
the Offer or otherwise.
Deutsche Bank AG is a joint stock corporation incorporated with
limited liability in the Federal Republic of Germany, with its head
office in Frankfurt am Main where it is registered in the
Commercial Register of the District Court under number HRB 30 000.
Deutsche Bank AG is authorised under German banking law. The London
branch of Deutsche Bank AG is registered in the register of
companies for England and Wales (registration number BR000005) with
its registered address and principal place of business at
Winchester House, 1 Great Winchester Street, London EC2N 2DB.
Deutsche Bank AG is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche
Bank AG is authorised by the PRA with deemed variation of
permission. It is subject to regulation by the FCA and limited
regulation by the PRA. Details about the Temporary Permissions
Regime, which allows EEA-based firms to operate in the UK for a
limited period while seeking full authorisation, are available on
the FCA's website. Deutsche Bank AG, London Branch ("Deutsche
Bank") is acting as financial adviser to Sheikh Holdings and no one
else in connection with the matters described in this Announcement
and will not be responsible to anyone other than Sheikh Holdings
for providing the protections afforded to clients of Deutsche Bank
nor for providing advice in connection with the subject matter of
this Announcement or any other matter referred to in this
Announcement.
Overseas jurisdictions
This announcement has been prepared in accordance with, and for
the purpose of complying with, the laws of England and Wales and
the Takeover Code, and information disclosed may not be the same as
that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside
England.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable requirements of
their jurisdictions.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the Offer
will not be made available, in whole or in part, 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 Offer 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 Offer 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
them in or into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of the Offer.
If the Offer 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.
The Offer will be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the
FCA.
Additional information for US investors
The Offer relates to shares of a company incorporated in England
and Wales and is proposed to be effected by means of a scheme of
arrangement under the laws of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or proxy solicitation rules under the US
Exchange Act. Accordingly, the Offer is subject to the disclosure
and procedural requirements applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
The financial information included in this Announcement and the
Scheme Document has been prepared in accordance with IFRS and may
not be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
If, in the future, Bidco exercises its right to implement the
Offer by means of a Takeover Offer and determines to extend the
Takeover Offer into the United States, such offer would be made in
compliance with all applicable US laws and regulations, including
any applicable exemptions under the US Exchange Act. Such a
Takeover Offer would be made in the United States by Bidco and no
one else.
In accordance with normal United Kingdom practice, Bidco or its
nominees or its brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, shares or
other securities of CareTech outside of the US, other than pursuant
to the Offer, until the date of the Offer and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or
arrangements to purchases shall be disclosed as required in the UK,
shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at
www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of
CareTech Shares pursuant to the Scheme will likely be a taxable
transaction for US federal income tax purposes. Each CareTech
Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Offer
applicable to them, including their applicable US state and local
as well as overseas and other tax laws.
The Partial Alternative Offer will not be registered in the
United States and it is proposed that the Partial Alternative Offer
will be made pursuant to applicable exemptions from such
registration.
Forward-looking statements
This Announcement contains statements about the Wider CareTech
Group, the Wider Bidco Group and the Combined Group's operations
that may 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 term of similar substance or the
negative thereof, are forward looking statements. 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 CareTech
Group, the Wider Bidco Group and the Combined Group's operations
and potential synergies resulting from the Offer; and (iii) the
effects of government regulation of the Wider CareTech Group, the
Wider Bidco Group and the Combined 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 Bidco in light
of their experience and their perception of historical trends,
current conditions, future developments or 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 CareTech Group nor the Wider Bidco Group assume any
obligation to update any forward looking or other statements
contained herein, except as required by applicable law or
regulation.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on CareTech's website at
https://www.caretech-uk.com/offer-sheikh-holdings-group-investments-limited
and the website used by Bidco at
http://www.sheikhholdings.co.uk/firm-offer-for-caretech by no later
than 12 noon (London time) on the first Business Day following the
date of this Announcement. For the avoidance of doubt, neither the
contents of these websites nor the contents of any websites
accessible from any hyperlinks is incorporated into or forms part
of this Announcement.
This information is provided by RNS, the news service of the
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END
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September 27, 2022 05:33 ET (09:33 GMT)
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