REG - Care REIT PLC - Scheme Becomes Effective

Care REITAnnouncement

09/05/2025 07:00

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RNS Number : 9746H  Care REIT PLC  09 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

9 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"))

Scheme becomes Effective

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 and CareTrust on 7 May 2025
confirming that the Court had sanctioned the Scheme, the boards of CRT plc and
CareTrust are pleased to announce that, following the delivery earlier today
of a copy of the Court Order to the Registrar of Companies, the Scheme has
become Effective in accordance with its terms and the entire issued and to be
issued share capital of CRT plc, except for any Scheme Restricted Shares, is
now owned by Bidco.

A Scheme Shareholder on the register of members of CRT plc at 6.00 p.m. on 8
May 2025 will be entitled to receive 108 pence in cash for each Scheme Share
held.  Settlement of the consideration to which any Scheme Shareholder is
entitled pursuant to the Scheme will be effected by the despatch of cheques
(or other such method approved by the Panel) (for Scheme Shareholders holding
Scheme Shares in certificated form) or the crediting of CREST accounts (for
Scheme Shareholders holding Scheme Shares in uncertificated form) no later
than 14 days after the Effective Date as set out in the Scheme Document, such
date being 23 May 2025.

Suspension and cancellation of CRT plc Shares

As previously advised, trading in CRT plc Shares on the London Stock
Exchange's main market for listed securities was suspended with effect from
7.30 a.m. today and the cancellation of CRT plc Shares from listing on the
Official List and trading on the London Stock Exchange's main market for
listed securities is expected to take place by 7.30 a.m. on 12 May 2025.

Full details of the Acquisition are set out in the scheme document published
on 2 April 2025.

Board Changes

With effect from today, the Board of Directors of CRT plc have resigned from
the board and Dave Sedgwick, James Callister and Bill Wagner have been
appointed to the board of CRT plc, as nominated by Bidco.

Dealing Disclosures

CRT plc is no longer in an "offer period" as defined in the Takeover Code and
accordingly the dealing disclosure requirements previously notified to CRT plc
Shareholders no longer apply.

General

All references to times in this announcement are to London times unless
otherwise stated. If any of the dates and/or times set out above change, the
revised dates and/or times will be notified  to CRT plc Shareholders by
announcement through a Regulatory Information Service, with such
announcement being made available on the websites of CRT plc at
https://www.carereit.co.uk/investors/the-offer/
(https://www.carereit.co.uk/investors/the-offer/) and CareTrust at
https://investor.caretrustreit.com/resources/Offer-for-Care-REIT
(https://investor.caretrustreit.com/resources/Offer-for-Care-REIT) ,
respectively.

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.

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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