REG - Care REIT PLC - Results of Court Meeting and General Meeting

Care REITAnnouncement

Tue 14:45

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RNS Number : 6744G  Care REIT PLC  29 April 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 April 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"))

Results of Court Meeting and General Meeting

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").

CRT plc announces that the Court Meeting to consider the Scheme and the
General Meeting to consider the Resolutions relating to the Acquisition were
each held today, and all resolutions were approved by the requisite majorities
and, accordingly, the Scheme was approved, as set out in further detail below.

At the Court Meeting, the requisite majority of Scheme Shareholders voted in
favour of the Scheme.

At the General Meeting, the requisite majority of CRT plc Shareholders voted
in favour of the Resolutions to implement the Scheme, including amending CRT
plc's articles of association in connection with the Scheme and authorising
the CRT plc Directors to take all such action as they may consider necessary
or appropriate for carrying the Scheme into effect.

Details of the resolutions passed at the Meetings are set out in the Notice of
Court Meeting and Notice of General Meeting contained in Parts 9 and 10
(respectively) of the scheme document published to shareholders on 2 April
2025 (the "Scheme Document").

At the Voting Record Time, CRT plc had 414,368,169 CRT plc shares in issue,
with a nominal value of 1 pence each and held no CRT plc shares in treasury.
There were 9,097 Scheme Restricted Shares.  Therefore, the total voting
rights in CRT plc as at the Voting Record Time were 414,359,072 votes.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Scheme Document.

Number of Scheme Shareholders voting and votes cast at the Court Meeting

The table below sets out the results of the poll conducted at the Court
Meeting held on 29 April 2025. Each Scheme Shareholder present, in person or
by proxy, was entitled to one vote per Scheme Share held at the Voting Record
Time.

 (1)      (2)                             (3)                        (4)                                       (5)                                  (6)

          Number of Scheme Shares voted   % of Scheme Shares voted   Number of Scheme Shareholders who voted   % of Scheme Shareholders who voted   Number of Scheme Shares voted as a % of Scheme Shares eligible to be voted
 FOR      232,619,169                     99.51%                     43                                        84.31%                               56.14%
 AGAINST  1,155,132                       0.49%                      8                                         15.69%                               0.28%
 TOTAL    233,774,301                     100%                       51                                        100%                                 56.42%

Note 1: percentages rounded to two decimal places.

Note 2: Where a Scheme Shareholder has cast some of their votes "for" and some
of their votes "against" the resolution, such Scheme Shareholder has been
counted as having voted both "for" and "against" the resolution for the
purposes of determining the number and percentage of Scheme Shareholders who
voted as set out in columns 4 and 5.

Number of CRT plc Shareholders voting and votes cast at General Meeting

The table below sets out the results of the poll conducted at the General
Meeting held on 29 April 2025 in respect of the Resolutions. Each CRT plc
Shareholder was entitled to one vote per CRT plc Share held at the Voting
Record Time.

           Number of CRT plc Shareholders voting  Number of CRT plc Shares voted  % of votes cast
 FOR       131                                    199,140,417                     84.76%
 AGAINST   17                                     35,803,660                      15.24%
 TOTAL     148                                    234,944,077                     100%
 WITHHELD  6                                      64,659                          N/A

Note 1: percentages rounded to two decimal places.

Note 2: a vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" or "against" the Resolutions.

Next steps and timetable

The outcome of the Court Meeting and General Meeting means that Conditions 2a)
and 2b) (as set out in Part A (Conditions to the Scheme and the Acquisition)
of Part 3 (Conditions to and Further Terms of the Scheme and the Acquisition)
of the Scheme Document) have been satisfied.

The Scheme remains subject to the sanction by the Court at the Court Hearing
and the satisfaction (or, where applicable, the waiver) of the other
Conditions to the Scheme (as set out in the Scheme Document). The Court
Hearing is scheduled to take place on 7 May 2025.

Subject to the Scheme receiving the sanction of the Court, the filing of the
Court Order with the Registrar of Companies and the satisfaction or, where
applicable, the waiver of the other Conditions, the Scheme is expected to
become Effective on 9 May 2025.

The expected timetable of principal events for the implementation of the
Scheme remains as set out on page 12 of the Scheme Document. If any of the key
dates and/or times set out in the timetable change, CRT plc will give notice
of this change by issuing an announcement through a Regulatory Information
Service and by making such announcement available on CRT plc's website at
https://www.carereit.co.uk/investors/the-offer/.

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

A further announcement will be made following the Scheme becoming 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

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.

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.

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.  The
Acquisition is intended to be implemented by way of a Scheme pursuant to the
terms of the Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the Scheme.
Any decision, vote or other response in respect of the Acquisition should be
made only on the basis of the information contained in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the
document to be sent to CRT plc Shareholders which will contain the terms and
conditions of such Takeover Offer).

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, the rules of the London Stock Exchange and the Takeover Code and
the 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
and regulations of any jurisdictions outside England and Wales.

This Announcement does not constitute a prospectus or a prospectus exempted
document.

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

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws and/or regulations
of those jurisdictions and therefore persons into whose possession this
Announcement comes should inform themselves about and observe such
restrictions.  Further details in relation to the Overseas Shareholders are
contained in the Scheme Document.  Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction.  To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction.  Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.

The availability of the Acquisition to CRT plc Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident or to which they are subject.
Persons who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements, as any failure to comply with
such requirements may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the Listing Rules.

Additional information for US investors

The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the United
States Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the "US Exchange Act") or other
requirements of US law. Instead, the Scheme will be subject to disclosure
requirements and practices applicable in the United Kingdom to schemes of
arrangement, which are different from the disclosure requirements of the
United States under the US Exchange Act, including US proxy solicitation or
tender offer rules.

The financial information included in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the document to be sent
to CRT plc Shareholders which will contain the terms and conditions of such
Takeover Offer) has been, or will have been, prepared in accordance with
accounting standards applicable in the UK and thus may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the US. Generally accepted accounting principles in the US differ in
significant respects from accounting standards applicable in the UK.

Neither the US Securities and Exchange Commission, nor any US state securities
commission or any securities commission of other jurisdictions, has approved
or disapproved the Acquisition, passed judgement upon the fairness or the
merits of the Acquisition or passed judgement upon the adequacy or accuracy of
this Announcement or the Scheme Document. Any representation to the contrary
may be a criminal offence in the United States.

If Bidco were to elect to implement the Acquisition by means of a Takeover
Offer and determines to extend the Takeover Offer into the United States, such
Takeover Offer would be made in compliance with all applicable United States
laws and regulations, including to the extent applicable Section 14(e) of the
US Exchange Act and Regulation 14E thereunder, and in accordance with the
Takeover Code. Such a takeover would be made in the United States by Bidco and
no one else. Accordingly, the Acquisition would be subject to disclosure and
other procedural requirements, including with respect to withdrawal rights,
offer timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer procedures and
law.

If the Acquisition is implemented by way of a Takeover Offer, and it is
determined that Rule 14e-5 of the US Exchange Act applies to the Takeover
Offer, then in accordance with normal United Kingdom practice and pursuant to
Rule 14e-5(b) of the US Exchange Act, 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 CRT plc outside of the
United States, other than pursuant to the Acquisition, until the date on which
the Acquisition becomes Effective, lapses or is otherwise withdrawn.

The receipt of cash pursuant to the Acquisition by a US CRT plc Shareholder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws.

Each US holder of CRT plc Shares is urged to consult his, her or its
independent professional adviser immediately regarding the tax consequences of
the Acquisition.

It may be difficult for US holders of CRT plc Shares to enforce their rights
and claims arising out of the US federal securities laws, since CRT plc is
located in a country other than the US, all of its officers and directors are
residents of countries other than the US, and all of its assets are located
outside of the US. US holders of CRT plc Shares may not be able to effect
service of process within the United States on a non-US company or sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's jurisdiction and
judgement.

Forward-looking statements

This Announcement and the Scheme Document (including information incorporated
by reference in this Announcement and the Scheme Document), oral statements
made regarding the Acquisition, and other information published by CareTrust,
Bidco and CRT plc contain certain statements which are, or may be deemed to
be, forward-looking statements (including, (in the case of CareTrust and Bidco
only but not in the case of CRT plc) for the purposes of the US Private
Securities Litigation Reform Act of 1995), beliefs or opinions, with respect
to the financial condition, results of operations and business of CareTrust,
Bidco and CRT plc. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.

Forward-looking statements often use words such as "anticipate", "target",
"expect", "envisage", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or other words
of similar meaning. These statements are based on assumptions and assessments
made by CRT plc, and/or CareTrust and/or Bidco, in light of their experience
and their perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, because they relate
to events and depend on circumstances that will occur in the future and the
factors described in the context of such forward-looking statements in this
Announcement and/or the Scheme Document could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can
be given by CRT plc, CareTrust and Bidco that such expectations will prove to
have been correct and CRT plc Shareholders are therefore cautioned not to
place undue reliance on these forward-looking statements which speak only as
at the date of this Announcement. Neither CRT plc nor CareTrust nor Bidco
assumes any obligation and CRT plc, CareTrust and Bidco disclaim any intention
or obligation, to update or correct the information contained in this
Announcement or the Scheme Document (whether as a result of new information,
future events or otherwise), except as required by applicable law or
regulation (including under the Listing Rules and the Disclosure Guidance and
Transparency Rules of the FCA).

EXCEPT AS EXPRESSLY PROVIDED IN THIS ANNOUNCEMENT AND/OR THE SCHEME DOCUMENT,
THE FORWARD-LOOKING STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF CRT
PLC, CARETRUST OR BIDCO OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES
THAT COULD SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY
ASSUMPTIONS. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING
STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE
SATISFACTION OF THE CONDITIONS AND THE RISKS DISCUSSED IN CARETRUST'S 10-K
FILING WITH THE US SECURITIES EXCHANGE COMMISSION, WHICH CAN BE ACCESSED AT
https://www.sec.gov/
ix?doc=/Archives/edgar/data/0001590717/000162828025005118/ctre-20241231.htm,
AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC,
BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND
INTEREST RATES, FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS, THE ABILITY AND
WILLINGNESS OF TENANTS TO MEET AND/OR PERFORM THEIR OBLIGATIONS UNDER LEASES,
THE IMPACT OF HEALTHCARE REFORM LEGISLATION, THE ABILITY OF TENANTS TO COMPLY
WITH APPLICABLE LAWS, RULES AND REGULATIONS IN THE OPERATION OF THE PROPERTIES
LEASED TO THEM, THE ABILITY OF CARETRUST AND ITS AFFILIATES (INCLUDING, AFTER
THE ACQUISITION, CRT PLC) TO GENERATE SUFFICIENT CASH FLOWS TO SERVICE
OUTSTANDING INDEBTEDNESS, CARETRUST'S AND, AFTER THE ACQUISITION, CRT PLC'S
ACCESS TO DEBT AND, INDIRECTLY, EQUITY CAPITAL MARKETS, THE ABILITY TO RETAIN
KEY MANAGEMENT PERSONNEL (WHETHER EXTERNAL OR INTERNAL), CHANGES IN TAX LAWS
AND TAX RATES, AND OTHER RISKS INHERENT IN THE REAL ESTATE BUSINESS. SUCH
FORWARD-LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH
FACTORS. NEITHER CARETRUST NOR BIDCO NOR CRT PLC, NOR ANY OF THEIR RESPECTIVE
ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY REPRESENTATION,
ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED
IN ANY FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.

No profit forecasts, estimates or quantified benefits statements

No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for CRT plc for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
CRT plc.

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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