TIDMCMBN TIDMCTH
RNS Number : 5061E
Cambian Group PLC
18 October 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
18 October 2018
RECOMMED OFFER FOR CAMBIAN GROUP PLC ("CAMBIAN") BY CARETECH
HOLDINGS PLC ("CARETECH")
Scheme of Arrangement becomes Effective
On 16 August 2018 the boards of Cambian and CareTech announced
that they had reached agreement on the terms of a recommended
acquisition of Cambian by CareTech, to be implemented by way of a
scheme of arrangement of Cambian under Part 26 of the Companies Act
(the "Scheme"), pursuant to which CareTech would acquire the entire
issued and to be issued ordinary share capital of Cambian (the
"Transaction").
Cambian and CareTech are pleased to announce that, following the
delivery of the Court Order to the Registrar of Companies, the
Scheme has become Effective in accordance with its terms. This
follows the Court's sanction of the Scheme at the Court Hearing
held yesterday, 17 October 2018, as announced by Cambian on the
same day.
The full terms and conditions of the Transaction were set out in
the scheme document published by Cambian on 19 September 2018 (the
"Scheme Document") and in the combined prospectus and AIM admission
document published by CareTech on 19 September 2018.
Consideration due to Scheme Shareholders
Scheme Shareholders on the register at the Scheme Record Time,
being 6:00 p.m. yesterday, 17 October 2018, will receive 0.267 New
CareTech Shares and 100 pence in cash for each Scheme Share held
(the "Headline Offer"), subject to fractional entitlements, unless
they have made a valid election under the Full Cash Alternative (a
"Cash Election"). Scheme Shareholders who made valid Cash Elections
will receive 190 pence in cash for each Scheme Share in respect of
which such election was made.
Cash Elections were made in respect of 61,807,835 Scheme Shares,
representing approximately 33% of the total number of Scheme Shares
as at the Scheme Record Time. No Cash Election was made in respect
of 124,302,907 Scheme Shares, representing approximately 67% of the
total number of Scheme Shares as at the Scheme Record Time.
Suspension, delisting and cancellation of trading of Cambian
Shares
Dealings in Cambian Shares on the Main Market and the listing of
Cambian Shares on the premium listing segment of the Official List
were suspended with effect from 7.30 a.m. this morning.
Delisting of Cambian Shares from the premium listing segment of
the Official List and the cancellation of the admission to trading
of Cambian Shares on the Main Market is expected take effect by no
later than 8.00 a.m. tomorrow, 19 October 2018.
Resignation of Cambian Directors
As announced on 16 August 2018 and set out in paragraph 6 of
Part 1 of the Scheme Document, each of Saleem Asaria (Chief
Executive Officer), Anoop Kang (Chief Financial Officer),
Christopher Kemball (Chairman), Alfred Foglio (Non-Executive
Director), Dr. Graham Rich (Senior Independent Non-Executive
Director), Mike Butterworth (Independent Non-Executive Director)
and Donald Muir (Independent Non-Executive Director) has resigned
from the board of directors of Cambian with effect as of today, 18
October 2018.
Admission of the Enlarged Share Capital
It is expected that 33,188,817 New CareTech Shares will be
issued pursuant to the Scheme and that the admission of the
Enlarged Share Capital to trading on AIM will take place by 8.00
a.m. tomorrow, 19 October 2018. CareTech's share capital will at
that time consist of 108,880,240 ordinary shares with identical
voting rights.
Settlement
As further described in the Scheme Document, CareTech will
despatch to Scheme Shareholders share certificates in respect of
the New CareTech Shares due under the Headline Offer and cheques in
respect of the cash consideration due under the Headline Offer or
the Full Cash Alternative, or effect settlement through CREST, as
appropriate, within 14 days of the Effective Date, being today, 18
October 2018.
General
Capitalised terms used but not 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
Rothschild (lead financial adviser Tel:
to Cambian)
Hedley Goldberg +44 (0)20 7280 5000
Thibault Poirier
Investec (financial adviser and Tel:
joint corporate broker to Cambian)
Gary Clarence +44 (0)20 7597 4000
Edward Thomas
J.P. Morgan Cazenove (financial Tel:
adviser and joint corporate broker
to Cambian)
James Mitford +44(0)20 7742 4000
Alex Bruce
Kekst CNC (communications adviser Tel:
to Cambian)
Richard Campbell +44 (0)20 3219 8800
Katherine Fennell
CareTech Tel:
Farouq Sheikh, Executive Chairman +44 (0)17 0760 1800
Haroon Sheikh, Chief Executive
Officer
Michael Hill, Group Finance Director
Jefferies (financial adviser to Tel:
CareTech)
Christopher Dickinson +44 (0)20 7029 8000
Ashwin Pai
Tariq Hussain
Panmure Gordon (Nomad and joint Tel:
corporate broker to CareTech)
Emma Earl +44 (0)20 7886 2500
Freddy Crossley
Charles Leigh-Pemberton
WH Ireland (joint corporate broker Tel:
to CareTech)
Adrian Hadden +44 (0)20 7220 1666
Chris Viggor
Buchanan (PR adviser to CareTech) Tel:
Mark Court +44 (0)20 7466 5000
Sophie Wills
Tilly Abraham
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.
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.
Jefferies International Limited, which is regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
financial adviser exclusively for CareTech and no one else in
connection with the matters set out herein. In connection with such
matters, Jefferies will not regard any other person as its client
and will not be responsible to anyone other than CareTech for
providing the protections afforded to clients of Jefferies or for
providing advice in relation to the contents hereof or any other
matter referred to herein. Neither Jefferies nor any of its
subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Jefferies in
connection with this announcement, any statement contained herein
or otherwise.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for CareTech and no one else in connection with the
matters set out in this announcement and will not be responsible to
anyone other than CareTech for providing the protections afforded
to clients of Panmure Gordon, nor for providing advice in relation
to the matters set out in this announcement or any matters referred
to in this announcement.
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 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. 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
announcement 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.
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 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
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 has advised the Court through
counsel that it will rely on the Section 3(a)(10) exemption based
on the Court's sanctioning of the Scheme.
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 announcement, 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 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
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.
Rule 26.1 disclosure
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/ and on CareTech's website at
www.caretech-uk.com promptly and in any event by no later than 12
noon (London time) on 19 October 2018. For the avoidance of doubt,
the content of those websites referred to in this announcement are
not incorporated into and do 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, 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) (for Cambian Shareholders) or by contacting Link, at Link
Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU or by telephone on +44 (0) 871 664 0300 (non-UK callers +44
(0) 371 664 0300) (for CareTech Shareholders), in each case
providing your full name and the full address to which the hard
copy may be sent.
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 United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOALLFEFISLTLIT
(END) Dow Jones Newswires
October 18, 2018 08:58 ET (12:58 GMT)
Cambian (LSE:CMBN)
Historical Stock Chart
From Jul 2024 to Aug 2024
Cambian (LSE:CMBN)
Historical Stock Chart
From Aug 2023 to Aug 2024