CareTech Holdings - De-listing and cancellation of trading
28/09/2022 11:30
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RNS Number : 0169B CareTech Holdings PLC 28 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
28 September 2022
RECOMMENDED 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
DE-LISTING AND CANCELLATION OF TRADING OF CARETECH SHARES
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"). The Offer is to be implemented by means of a scheme of
arrangement under Part 26 of the Companies Act. A circular in relation to the
Offer was published by CareTech on 25 July 2022 ("Scheme Document").
Further to the announcement made by the CareTech Independent Board on 27
September 2022 that the Scheme has become Effective in accordance with its
terms, CareTech confirms that the admission to trading of CareTech Shares on
the AIM Market of the London Stock Exchange has been cancelled with effect
from 7:00 a.m. today.
Capitalised terms used but not otherwise defined in this announcement have the
meaning given to them in the Scheme Document.
All references in this announcement to times are to times in London, unless
otherwise stated.
Enquiries:
CareTech Holdings PLC Tel: 01707 601800
Jamie Cumming
Panmure Gordon (UK) Limited (Rule 3 adviser and joint financial adviser to Tel: 020 7886 2500
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 CareTech Independent Board and joint Tel: 020 7260 1000
broker to CareTech)
Jonathan Wilcox
James Black
Alec Pratt
Duncan Monteith
Consilium Strategic Communications (PR adviser to the CareTech Independent Tel: 020 3709 5700
Board)
Mary-Jane Elliot
Chris Welsh
Angela Gray
Charles Russell Speechlys LLP is acting as legal adviser to CareTech.
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.
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.
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
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.
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