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Cambian Group Plc
Cambian Grp PLC - Publication of Scheme Document
19th September 2018, 15:58
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RNS Number : 3160B
Cambian Group PLC
19 September 2018
 

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 UK Listing Authority. Cambian Shareholders and CareTech Shareholders will receive the CareTech Prospectus in hard copy form. The CareTech Prospectus will also be available later today on CareTech's website at https://www.caretech-uk.com/ and on Cambian's website at http://www.cambiangroup.com/ (in each case, subject to any restrictions relating to persons resident in certain jurisdictions).   

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, London, E14 5JJ.

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, London, E14 5JJ.

(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 London (unless otherwise stated).

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 United Kingdom, is acting exclusively for Cambian and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Cambian for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. Investec is acting exclusively for Cambian and no one else in connection with the matters set out in this announcement. In connection with such matters, Investec will not regard any other person other than Cambian as their client, nor will Investec be responsible to anyone other than Cambian for providing the protections afforded to clients of Investec or for providing advice in relation to the contents of this announcement or any other matter referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Cambian and no one else in connection with the Transaction and will not regard any other person as its client in relation to the Transaction and will not be responsible to anyone other than Cambian for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the Transaction or any other matter referred to herein.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and should observe, any applicable requirements. Any failure to comply with these 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 Transaction disclaim any responsibility or liability for the violation of such requirements by any person.

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 England and Wales.

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 United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the New CareTech Shares under the Transaction to Cambian Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident (including affecting the ability of such shareholder to vote their Cambian shares with respect to the Scheme and the Transaction at a court meeting and general meeting of Cambian Shareholders, or to execute and deliver forms of proxy appointing another to vote at such meetings on their behalf).

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 United States. Accordingly, the New CareTech Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom.

The New CareTech Shares are expected to be issued in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. CareTech Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of CareTech or Cambian prior to, or of CareTech after, the Effective Date will be subject to certain US transfer restrictions relating to the New CareTech Shares received pursuant to the Scheme (as described below).

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 the United States of New CareTech Shares received pursuant to the Scheme. Whether a person is an "affiliate" of a company for such purposes depends upon the circumstances, but an "affiliate" of a company includes a person that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, CareTech, and may include certain officers and directors and significant shareholders of CareTech. Cambian Shareholders who believe they may be affiliates for the purposes of the US Securities Act should consult their own legal advisers prior to any resale of New CareTech Shares received under the Scheme.

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 (London time) on 20 September 2018. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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, West Sussex BN99 6DA or by telephone on 0371 384 2050 (non-UK callers +44 (0) 121 415 0259), providing your full name and the full address to which the hard copy may be sent.

 


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