NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
19 September 2018
Publication of Scheme Document
On 16 August 2018 the boards of Cambian Group plc ("Cambian") and CareTech Holdings PLC ("CareTech") announced that they had reached agreement on the terms of a recommended acquisition of Cambian by CareTech, pursuant to which CareTech will acquire the entire issued and to be issued ordinary share capital of Cambian (the "Transaction"). The Transaction is intended to be implemented by means of a scheme of arrangement of Cambian under Part 26 of the Companies Act 2006 (the "Scheme").
Cambian is pleased to announce that the Scheme Document is being sent to Cambian Shareholders today and has been published on the Cambian website at http://www.cambiangroup.com/. The Scheme Document sets out, amongst other things, a letter from the Chairman of Cambian, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, an indicative timetable of principal events, notices of the required meetings and details of the action to be taken by Cambian Shareholders (including how to elect for the Full Cash Alternative).
Together with the Scheme Document, Forms of Proxy for the Court Meeting and the Cambian General Meeting and, if applicable, a Form of Election are also being sent to Cambian Shareholders today.
Publication of CareTech Prospectus
CareTech has also today published a combined prospectus and AIM admission document in relation to the Transaction, the New CareTech Shares to be issued in respect of the Transaction and Admission, which includes information about the Enlarged Group (the "CareTech Prospectus"). The CareTech Directors are responsible for the CareTech Prospectus, which has been approved by the
Notices of the Court Meeting and Cambian General Meeting
As described in the Scheme Document, the Scheme will require the approval of Cambian Shareholders at the Court Meeting and the passing of a special resolution at the Cambian General Meeting, and then the sanction of the Court. The Court Meeting and the Cambian General Meeting are scheduled to be held at 12:00 p.m. and 12:15 p.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned) respectively on 15 October 2018 at the offices of Clifford Chance LLP, 10 Upper Bank Street,
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court can be satisfied that there is a fair representation of Scheme Shareholder opinion. Scheme Shareholders are therefore strongly encouraged to sign and return the Forms of Proxy or, alternatively, submit their proxy by electronic means, for both the Court Meeting and the Cambian General Meeting, as soon as possible.
Timetable
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is copied below.
Event |
Time/date(1) |
Publication of the Scheme Document and the CareTech Prospectus |
19 September 2018 |
Latest time for lodging forms of proxy for use at the CareTech General Meeting |
11:00 a.m. on 11 October 2018 |
Latest time for lodging blue Forms of Proxy for the Court Meeting: |
12:00 p.m. on 11 October 2018(2) |
Latest time for lodging white Forms of Proxy for the Cambian General Meeting |
12:15 p.m. on 11 October 2018(3) |
Voting Record Time for the Court Meeting and the Cambian General Meeting |
6:30 p.m. on 11 October 2018(4) |
CareTech General Meeting |
11:00 a.m. on 15 October 2018 |
Court Meeting |
12:00 p.m. on 15 October 2018 |
Cambian General Meeting |
12:15 p.m. on 15 October 2018(5) |
Court Hearing to sanction the Scheme |
17 October 2018 |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Cambian Shares |
17 October 2018(6) |
Latest time for returning Form of Election or settling TTE Instruction |
1:00 p.m. on 17 October 2018 |
Scheme Record Time |
6:00 p.m. on 17 October 2018 |
Suspension of listing of, and dealings in, Cambian Shares |
7:30 a.m. on 18 October 2018 |
Effective Date of the Scheme |
18 October 2018 |
Admission of the Enlarged Group to trading on AIM |
by 8:00 a.m. on 19 October 2018 |
New CareTech Shares issued to Cambian Shareholders |
by 8:00 a.m. on 19 October 2018 |
Cancellation of listing of Cambian Shares |
by 8:00 a.m. on 19 October 2018 |
CREST accounts of Cambian Shareholders to be credited with New CareTech Shares and any cash due in respect of the cash consideration pursuant to the Headline Offer, the Full Cash Alternative or the sale of fractional entitlements |
Within 14 days of the Effective Date |
Despatch of share certificates in respect of New CareTech Shares and cheques for any cash due in respect of the cash consideration pursuant to the Headline Offer, the Full Cash Alternative or the sale of fractional entitlements |
Within 14 days of the Effective Date |
Long Stop Date |
31 December 2018(7) |
The Court Meeting and the Cambian General Meeting will each be held at the offices of Clifford Chance LLP, 10 Upper Bank Street,
(1) These times and dates are indicative only and will depend, among other things, on the date upon which (i) the Conditions are satisfied or (where applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. Cambian will give notice of the change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to Cambian Shareholders and persons with information rights.
(2) It is requested that blue Forms of Proxy for the Court Meeting be lodged before 12:00 p.m. on 11 October 2018 or, if the Court Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting. However, blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting at the commencement of the Court Meeting.
(3) White Forms of Proxy for the Cambian General Meeting must be lodged before 12:15 p.m. on 11 October 2018 in order to be valid or, if the Cambian General Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting. White Forms of Proxy cannot be handed to the Chairman of the Cambian General Meeting at that meeting.
(4) If either of the Cambian Shareholder Meetings is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:30 p.m. on a day which not more than 48 hours before the time set for the adjourned meeting (excluding any part of a day that is not a working day).
(5) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(6) Cambian Shares will be disabled in CREST from 6:00 p.m. on 17 October 2018.
(7) This date may be extended to such date as Cambian and CareTech may, with the consent of the Panel, agree, and the Court (if required) may allow.
All references to times are to times in
It is intended that following the Transaction becoming Effective, the London Stock Exchange and FCA will be requested respective to cancel trading in Cambian Shares on the London Stock Exchange's Main Market. Such cancellation is expected to take effect on 19 October 2018.
General
Capitalised terms used in but not defined in this announcement have the meanings set out in the Scheme Document.
Enquiries:
|
|
Rothschild (lead financial adviser to Cambian) |
Tel: |
Hedley Goldberg |
+44 (0)20 7280 5000 |
Thibault Poirier |
|
|
|
Investec (financial adviser and joint corporate broker to Cambian) |
Tel: |
Gary Clarence |
+44 (0)20 7597 4000 |
Edward Thomas |
|
|
|
J.P. Morgan Cazenove (financial adviser and joint corporate broker to Cambian) |
Tel: |
James Mitford |
+44(0)20 7742 4000 |
Alex Bruce |
|
|
|
CNC (communications adviser to Cambian) |
Tel: |
Richard Campbell |
+44 (0)20 3219 8800 |
Katherine Fennell |
|
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 Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities of Cambian or CareTech in any jurisdiction pursuant to the Transaction in contravention of applicable law.
The Transaction will be implemented solely pursuant to the Scheme Document to be distributed to Cambian Shareholders, which, together with the relevant forms of proxy and the form of election will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction and how to make an election under the full cash alternative set out therein. Any vote in respect of the Scheme or other response in relation to the Transaction should be made only on the basis of the information contained in the Scheme Document and the CareTech Prospectus. This announcement does not constitute a prospectus or prospectus equivalent document.
No person should construe the contents of this announcement as legal, financial or tax advice and any interested person should consult its own advisors in connection with such matters.
Important notices
N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the
Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated in the
J.P. Morgan Securities plc, which conducts its
Information for Overseas Shareholders
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the
This announcement has been prepared for the purposes 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
Unless otherwise determined by CareTech or required by the Takeover Code, and permitted by applicable law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Transaction by any such use, means, instrumentality or form within any 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 Transaction are not being, and must not be, directly or indirectly, posted or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Transaction (including custodians, nominees and trustees) must not post or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this document and/or any other related document to any jurisdiction outside the
The availability of the New CareTech Shares under the Transaction to Cambian Shareholders who are not resident in the
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Additional information for US investors
The New CareTech Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act, or with any securities regulatory authority or under the securities laws of any state or other jurisdiction of
The New CareTech Shares are expected to be issued in
The New CareTech Shares generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme (other than "affiliates" as described in the paragraph below) may resell them without restriction under the US Securities Act.
Under US securities laws, persons who are or will be deemed to be affiliates (as defined under the US Securities Act) of CareTech prior to or after the Effective Date may be subject to timing, manner of sale and volume restrictions on the resale in
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereunder, Cambian will advise the Court through counsel that it will rely on the Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to Cambian Shareholders, at which hearing all such shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders.
Further details in relation to US investors are contained in the Scheme Document.
Forward looking statements
This announcement, including information included or incorporated by reference in this document, may contain statements about the Wider CareTech Group, the Wider Cambian Group and the Enlarged Group that are or may be forward-looking statements. All statements other than statements of historical facts included in this document 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 terms 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 Cambian Group's, the Wider CareTech Group's or the Enlarged Group's operations and potential synergies resulting from the Transaction; and (iii) the effects of government regulation on the Wider Cambian Group's, the Wider CareTech Group's or the Enlarged 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 Cambian in light of their experience and their perception of historical trends, current conditions, future developments and 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 Cambian Group nor the Wider CareTech Group assume any obligation to update any forward-looking or other statements contained herein, except as required by applicable law or regulation.
No profit forecasts or estimates
No statement in this announcement should be construed as a profit forecast or interpreted to mean that the Enlarged Group's earnings or earnings per share in the first full year following Completion, or in any subsequent period, would necessarily match or be greater than or be less than those of CareTech and/or Cambian for the relevant preceding financial period or any other period.
Publication on website and hard copies
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Transaction is sent or made available to Cambian Shareholders in that jurisdiction, on Cambian's website at http://www.cambiangroup.com/ promptly and in any event by no later than 12 noon (
A person so entitled may request a copy of this announcement in hard copy form (hard copies will not be provided unless requested). Hard copies may be requested by contacting Cambian's registrars, Equiniti, at Equiniti Limited, Aspect House, Spencer Road, Lancing,
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the