Cambian Group PLC Court Sanction of Scheme of Arrangement (3802E)

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RNS Number : 3802E

Cambian Group PLC

17 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

17 October 2018

Court Sanction of Scheme of Arrangement

Cambian Group plc ("Cambian") announces that the High Court of Justice in England and Wales has today sanctioned the scheme of arrangement under Part 26 of the Companies Act (the "Scheme") by which the recommended acquisition of Cambian by CareTech Holdings PLC ("CareTech") is being implemented. The Scheme has now become fully unconditional, subject only to the delivery of the Court Order to the Registrar of Companies.

It is anticipated that the Effective Date will be tomorrow, 18 October 2018, when the Court Order is delivered to the Registrar of Companies.

The Scheme Record Time will be 6:00 p.m. today, 17 October 2018. No transfers of Cambian Shares will be registered after this time.

The expected timetable of remaining principal events remains as set out in the Scheme Document. If any of the key dates set out in the timetable changes, Cambian will give notice of this change by issuing an announcement via a Regulatory Information Service.

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 will be suspended with effect from 7.30 a.m. on 18 October 2018. Applications have been made to UK Listing Authority and the London Stock Exchange in relation to the 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 and, subject to the Scheme becoming Effective, these are expected to take effect by 8.00 a.m. on 19 October 2018.

General

Full details of the Transaction are set out in the Scheme Document published on 19 September 2018 (the "Scheme Document").

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

 
             Cambian                                            Tel: 
             Christopher Kemball, Non-Executive 
              Chairman                                          [phone] 
             Saleem Asaria, Chief Executive 
              Officer 
             Anoop Kang, Chief Financial Officer 
 
             Rothschild (lead financial adviser                 Tel: 
              to Cambian) 
             Hedley Goldberg                                    [phone] 
             Thibault Poirier 
 
             Investec (financial adviser and                    Tel: 
              joint corporate broker to Cambian) 
             Gary Clarence                                      [phone] 
             Edward Thomas 
 
             J.P. Morgan Cazenove (financial                    Tel: 
              adviser and joint corporate broker 
              to Cambian) 
             James Mitford                                      [phone] 
             Alex Bruce 
 
             CNC (communications adviser to                     Tel: 
              Cambian) 
             Richard Campbell                                   [phone] 
             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.

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.

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, 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 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 (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 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/ promptly and in any event by no later than 12 noon (London time) on 18 October 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 [phone]), 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 [e-mail] or visit www.rns.com.

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October 17, 2018 10:11 ET (14:11 GMT)