REG - Care REIT PLC - Court Sanction of Scheme

Care REITAnnouncement

07/05/2025 17:30

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RNS Number : 7659H  Care REIT PLC  07 May 2025

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

FOR IMMEDIATE RELEASE

7 May 2025

RECOMMENDED CASH ACQUISITION

OF

care reit plc ("CRT plc")

BY

CR UNITED BIDCO LTD ("Bidco")

(a wholly-owned subsidiary of CareTrust REIT, Inc. ("CareTrust"))

Court sanction of Scheme

On 11 March 2025, the boards of CareTrust and CRT plc announced that they had
reached agreement on the terms and conditions of a recommended all-cash
acquisition pursuant to which Bidco, a newly-incorporated wholly-owned
subsidiary of CareTrust, would acquire the entire issued and to be issued
ordinary share capital of CRT plc (excluding any Scheme Restricted Shares)
(the "Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").

Capitalised terms used but not defined in this announcement (this
"Announcement") have the meanings given to them in the scheme document
published on 2 April 2025 containing the full terms and conditions of the
Acquisition (the "Scheme Document").

Further to the announcement made by CRT plc on 29 April, confirming that (i)
the Scheme was approved by the requisite majority of Scheme Shareholders at
the Court Meeting, and (ii) the Resolutions were passed by the requisite
majority of CRT plc Shareholders at the General Meeting, CRT plc and CareTrust
are pleased to announce that the Court has today issued the Court Order
sanctioning the Scheme under section 899 of the Companies Act 2006.

Next steps and timetable

The Scheme has become fully unconditional, subject only to the delivery of a
copy of the Court Order to the Registrar of Companies, which is expected to
occur on 9 May 2025 and at which point the Scheme will be Effective.

The last day of dealings in, and for the registration of transfers of, CRT plc
Shares, will be 8 May 2025, and all dealings in CRT plc Shares will be
suspended by 7.30 a.m. on 9 May 2025.

Save in respect of Scheme Restricted Shares (further details of which are set
out in paragraph 7 (Sanctions Disqualified Shareholders) of Part 2
(Explanatory Statement) of the Scheme Document), on the Effective Date, share
certificates in respect of CRT plc Shares will cease to be valid and
entitlements to CRT plc Shares held within the CREST system will be
cancelled.  CRT plc Shareholders shall be required to return share
certificates to CRT plc or destroy them following the Effective Date.

It is expected that, subject to the Scheme becoming Effective, the CRT plc
Shares will be cancelled from listing on the Official List and trading on the
London Stock Exchange's main market for listed securities by 7.30 a.m. on 12
May 2025.

A further announcement will be made when the Scheme becomes Effective.

  Enquiries:

 CareTrust / Bidco

 Dave Sedgwick                                                             +1 (949) 542 3134

 Piper Sandler Limited (Financial Adviser to CareTrust and Bidco)

 Richard Singh                                                             +44 (0) 20 7796 8400

 Damian Thornton

 Frederic Bloquel

 J.P. Morgan Cazenove (Financial Adviser to CareTrust and Bidco)

 Ashish Agrawal                                                            +44 (0) 20 3493 8000

 Jonty Edwards

 Edward Hatter

 CRT plc

 Simon Laffin, Independent Chair                                           Via H/Advisors Maitland

 Jefferies International Limited (Financial Adviser & Joint Corporate
 Broker to CRT plc)

 Tom Yeadon                                                                +44 (0) 20 7029 8000

 Rishi Bhuchar

 Paul Bundred

 Andrew Morris

 Thomas Bective

 Winterflood Securities Limited (Joint Corporate Broker to CRT plc)

 Joe Winkley                                                               +44 (0) 203 100 0000

 Neil Langford

 H/Advisors Maitland (Communications Adviser to CRT plc)                   +44 207 379 5151

 Neil Bennett                                                              +44 (0) 7900 000777

 Billy Moran                                                               +44 (0) 755 491 2008

Jones Day is retained as legal adviser to CareTrust and Bidco. Travers Smith
LLP is retained as legal adviser to CRT plc.

 

 

Important notices

Piper Sandler Limited ("Piper Sandler"), which is authorised and regulated by
the FCA in the United Kingdom, is acting as financial adviser exclusively to
CareTrust and Bidco and for no one else in connection with the Acquisition and
the matters set out in this Announcement and will not regard any other person
as its client in relation to the Acquisition and the matters in this
Announcement and will not be responsible to anyone other than CareTrust and
Bidco for providing the protections afforded to clients of Piper Sandler nor
for providing advice in relation to any matter referred to in this
Announcement. Neither Piper Sandler nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Piper Sandler in connection with the Acquisition, the contents of
this Announcement or any other matters referred to in this Announcement.

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities
plc (which conducts its UK investment banking business as J.P. Morgan Cazenove
and which is authorized in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority) ("J.P. Morgan"), is acting as
financial adviser exclusively for CareTrust and Bidco and no one else in
connection with the matters set out in this Announcement and will not regard
any other person as its client in relation to the matters in this Announcement
and will not be responsible to anyone other than CareTrust and Bidco for
providing the protections afforded to clients of J.P. Morgan, nor for
providing advice in relation to any matter referred to herein.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for CRT plc
and for no one else in connection with the Acquisition and the matters set out
in this Announcement and will not regard any other person as its client in
relation to the Acquisition and the matters in this Announcement and will not
be responsible to anyone other than CRT plc for providing the protections
afforded to clients of Jefferies nor for providing advice in relation to any
matter referred to in this Announcement. Neither Jefferies nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Jefferies in connection with the
Acquisition, the contents of this Announcement or any other matters referred
to in this Announcement.

Winterflood Securities Limited ("Winterflood"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for CRT plc
and for no one else in connection with the Acquisition and the matters set out
in this Announcement and will not regard any other person as its client in
relation to the Acquisition and the matters in this Announcement and will not
be responsible to anyone other than CRT plc for providing the protections
afforded to clients of Winterflood nor for providing advice in relation to any
matter referred to in this Announcement. Neither Winterflood nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Winterflood in connection with the
Acquisition, the contents of this Announcement or any other matters referred
to in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is unlawful.

Nothing in this Announcement should be relied on for any other purpose.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested (directly
or indirectly) 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 after the commencement of the offer period and, if later, after the
announcement that first identifies any securities exchange offeror. 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 p.m. (London time) on the tenth Business Day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (London time) on the tenth Business Day following the
announcement in which any securities exchange offeror is first identified.
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 as a result of
any dealing becomes) interested in (directly or indirectly) 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 p.m.
(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 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.

Electronic communications

CRT plc Shareholders should be aware that addresses, electronic addresses and
certain information provided by CRT plc Shareholders, persons with information
rights and other relevant persons for the receipt of communications from CRT
plc may be provided to CareTrust and Bidco during the Offer Period as required
under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c)
of the Takeover Code.

Publication of this Announcement on website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions on CareTrust's website at
https://investor.caretrustreit.com/resources/Offer-for-Care-REIT and CRT plc's
website at https://www.carereit.co.uk/investors/the-offer.

For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. Any such person may also request that all
future documents, announcements and information in relation to the Acquisition
are sent to them in hard copy form, in each case, subject to applicable
securities laws.

A hard copy of this Announcement may be requested by contacting Computershare
on 0370 703 0340 (or +44 370 703 0340 if calling from outside the UK). Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday
to Friday (excluding public holidays in England and Wales). Different charges
may apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. Please note the
Shareholder Helpline cannot provide advice on the merits of the Scheme nor
give any financial, investment, legal or tax advice.

General

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 or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 if you are resident in the UK or, if not, from another
appropriate authorised independent financial adviser.

 

 

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