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CTH Caretech Holdings Plc

750.00
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Caretech Holdings Plc LSE:CTH London Ordinary Share GB00B0KWHQ09 ORD 0.5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 750.00 749.00 750.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

CareTech Holdings PLC Results of Placing (3450A)

23/03/2017 1:45pm

UK Regulatory


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TIDMCTH

RNS Number : 3450A

CareTech Holdings PLC

23 March 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

 
 For immediate release   23 March 2017 
 

CareTech Holdings PLC

("CareTech" or "the Company")

Results of Placing

CareTech Holdings PLC (AIM: CTH), a leading UK provider of specialist social care services, is pleased to announce the successful completion of the Placing announced on 22 March 2017.

A total of 13,060,091 Placing Shares, comprising 11,000,000 New Shares and 2,060,091 Sale Shares have been placed by the Bookrunners at a price of 355 pence per share. The Placing has, pursuant to the issue of the New Shares, raised approximately GBP39 million (before expenses) for the Company.

Panmure Gordon, WH Ireland and finnCap are acting as Bookrunners in connection with the Bookbuild.

Farouq Sheikh, CareTech's Executive Chairman, said:

"We are delighted with the level of support for our oversubscribed fundraising. We would like to take the opportunity to welcome new shareholders onto our register as well as thank our existing investors for their continued support. We look forward to deploying the funds raised for the Company, with a view to generating further value for all our shareholders."

PDMR Dealings

ExSOP

Farouq Sheikh (Executive Chairman), Haroon Sheikh (Chief Executive Officer) and Michael Hill (Group Finance Director) were, pursuant to the CareTech Executive Shared Ownership Plan 2012 ("ExSOP"), previously interested in 285,000, 380,000 and 166,250 Ordinary Shares respectively (831,250 Ordinary Shares in aggregate), with their respective interests in the ExSOP jointly held by the EBT.

Following the announcement of the Placing on 22 March 2017, the Executives served notice, under the terms of the ExSOP, of their intentions to "swap out" their respective interests in the Ordinary Shares previously jointly held with the EBT.

Pursuant to these arrangements:

-- Farouq Sheikh, Haroon Sheikh and Michael Hill have each now taken sole ownership of 153,919, 205,226 and 89,786 Ordinary Shares respectively at a deemed price of 351 pence per share (as determined under the rules of the ExSOP). These Ordinary Shares are included in the previously notified 12 month lock-in covering, in aggregate, 2 per cent. of the Company's issued share capital (as enlarged by the issue of the New Shares pursuant to the Placing).

-- The EBT took sole ownership of 382,319 Ordinary Shares which, along with a further 88,735 Ordinary Shares, have today been sold on the EBT's behalf.

Cosaraf Trust

As part of the arrangements for the Placing, Cosaraf Trust has sold 2,060,091 Sale Shares at the Placing Price. Cosaraf Trust is a trust whose beneficiaries are the children of Farouq Sheikh and Haroon Sheikh. Farouq Sheikh and Haroon Sheikh are both trustees of the Cosaraf Trust which, accordingly, is classified as one of their Persons Closely Associated ("PCA") under the EU Market Abuse Regulation.

Summary

The interests of Farouq Sheikh and Haroon Sheikh and their PCAs and Michael Hill in the current issued share capital and the Company's issued share capital, as enlarged by the issue of the New Shares under the Placing and immediately following Admission, are set out below:

 
                                                            No. Ordinary       % of issued 
                      No. Ordinary                                Shares     share capital 
                            Shares      % of current    held immediately       immediately 
                         currently            issued           following         following 
                              held     share capital           Admission         Admission 
 Farouq Sheikh             485,000              0.8%             638,919              0.9% 
 Haroon Sheikh             485,000              0.8%             690,226              0.9% 
 Westminster 
  Holdings Limited      11,263,519             17.5%          11,263,519             15.0% 
 Cosaraf Trust           2,060,091              3.2%                   -                 - 
 Cosaraf Pension 
  Fund                     170,000              0.2%             170,000              0.2% 
 Total: Farouq 
  Sheikh and 
  Haroon Sheikh 
  and their 
  respective 
  PCAs                  14,463,610             22.5%          12,762,664             17.0% 
 Michael Hill               47,619              0.1%             137,405              0.2% 
 

Certain of the Company's senior managers have also agreed to subscribe for, in aggregate, New Shares at the Placing Price raising gross proceeds of approximately GBP0.13 million for the Company pursuant to the Placing.

Unless the context requires otherwise, capitalised terms in this announcement have the same meanings as defined in the Company's announcement of the Placing released via RNS on 22 March 2017.

Application for admission to trading on AIM and total voting rights

Application has been made to the London Stock Exchange for admission to trading of the New Shares on AIM. It is expected that Admission will take place at or around 8:00 a.m. on or around 28 March 2017 (at which time the Placing will become unconditional) and that dealings in the New Shares on AIM will commence at the same time.

The New Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the New Shares.

CareTech's enlarged issued ordinary share capital immediately following Admission will be 75,196,103 Ordinary Shares with voting rights attached. The Company has no shares in Treasury; therefore the total number of voting rights in CareTech is 75,196,103. This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify an interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

For further information please contact:

 
 CareTech Holdings PLC          01707 601 800 
 Farouq Sheikh, Executive 
  Chairman 
 Michael Hill, Group Finance 
  Director 
 
   Buchanan (PR Adviser)          0207 466 5000 
 Mark Court 
 Sophie Cowles 
 Stephanie Watson 
 
 Panmure Gordon (Nomad 
  and Bookrunner)               020 7886 2500 
 Freddy Crossley 
 Charles Leigh-Pemberton 
 Peter Steel 
 
 WH Ireland (Bookrunner)        020 7220 1666 
 Adrian Hadden 
 Nick Prowting 
 
 finnCap (Bookrunner)           020 7220 0663 
 Geoff Nash 
 Tim Redfern 
 Christian Hobart 
 
 

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCAs") with them.

 
  1   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  --------------------------------------------------------------------- 
 a)   Names                    Farouq Sheikh, Haroon Sheikh, 
                                Michael Hill 
---  -----------------------  -------------------------------------------- 
 2    Reason for the notification 
---  --------------------------------------------------------------------- 
 a)   Position/status          Farouq Sheikh - Executive Chairman 
                                and PDMR 
                                Haroon Sheikh - Chief Executive 
                                Officer and PDMR 
                                Michael Hill - Group Finance 
                                Director and PDMR 
---  -----------------------  -------------------------------------------- 
 b)   Initial notification     Initial Notification 
       /Amendment 
---  -----------------------  -------------------------------------------- 
 3    Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  --------------------------------------------------------------------- 
 a)   Name                     CareTech Holdings PLC 
---  -----------------------  -------------------------------------------- 
 b)   LEI 
---  -----------------------  -------------------------------------------- 
 4    Details of the transaction(s): section to be 
       repeated for (i) each type of instrument; (ii) 
       each type of transaction; (iii) each date; 
       and (iv) each place where transactions have 
       been conducted 
---  --------------------------------------------------------------------- 
 a)   Description              Ordinary Shares of 0.5 pence 
       of the financial         each 
       instrument, 
       type of instrument 
---  -----------------------  -------------------------------------------- 
 b)   Identification           GB00B0KWHQ09 
       code 
---  -----------------------  -------------------------------------------- 
 c)   Nature of the 
       transactions              Farouq Sheikh (Executive Chairman), 
                                 Haroon Sheikh (Chief Executive 
                                 Officer) and Michael Hill (Group 
                                 Finance Director) (together "Executives") 
                                 were, pursuant to the CareTech 
                                 Executive Shared Ownership Plan 
                                 2012 ("ExSOP"), previously interested 
                                 in 285,000, 380,000 and 166,250 
                                 Ordinary Shares respectively 
                                 (831,250 Ordinary Shares in aggregate), 
                                 with their respective interests 
                                 in the ExSOP jointly held by 
                                 the Company's Employee Benefit 
                                 Trust ("EBT"). 
 
                                 Following CareTech's announcement 
                                 on 22 March 2017, the Executives 
                                 served notice, under the terms 
                                 of the ExSOP, of their intentions 
                                 to "swap out" their respective 
                                 interests in the Ordinary Shares 
                                 previously jointly held with 
                                 the EBT, such that the Executives 
                                 have taken sole ownership of 
                                 Ordinary Shares as described 
                                 in 4d) below. 
---  -----------------------  -------------------------------------------- 
 d)   Price(s) and             Farouq Sheikh - 153,919 Ordinary 
       volume(s)                Shares 
                                Haroon Sheikh - 205,226 Ordinary 
                                Shares 
                                Michael Hill - 89,786 Ordinary 
                                Shares 
                                Price: 351 pence per Ordinary 
                                Share (as determined under the 
                                ExSOP rules) 
---  -----------------------  -------------------------------------------- 
 d)   Aggregated information    N/A 
       - Aggregated 
       volume 
       - Price 
---  -----------------------  -------------------------------------------- 
 e)   Date of the              22 March 2017 
       transactions 
---  -----------------------  -------------------------------------------- 
 f)   Place of the             Outside a trading venue 
       transaction 
---  -----------------------  -------------------------------------------- 
 
 
  1   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ---------------------------------------------------------------- 
 a)   Names                    Cosaraf Trust 
---  -----------------------  --------------------------------------- 
 2    Reason for the notification 
---  ---------------------------------------------------------------- 
 a)   Position/status          Farouq Sheikh and Haroon Sheikh, 
                                Executive Chairman and Chief 
                                Executive Officer of the Company 
                                respectively and PDMRs, are trustees 
                                of the Cosaraf Trust and, as 
                                such, the Cosaraf Trust is classified 
                                as a PCA for the purposes of 
                                the EU Market Abuse Regulation. 
---  -----------------------  --------------------------------------- 
 b)   Initial notification     Initial Notification 
       /Amendment 
---  -----------------------  --------------------------------------- 
 3    Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ---------------------------------------------------------------- 
 a)   Name                     CareTech Holdings PLC 
---  -----------------------  --------------------------------------- 
 b)   LEI 
---  -----------------------  --------------------------------------- 
 4    Details of the transaction(s): section to be 
       repeated for (i) each type of instrument; (ii) 
       each type of transaction; (iii) each date; 
       and (iv) each place where transactions have 
       been conducted 
---  ---------------------------------------------------------------- 
 a)   Description              Ordinary Shares of 0.5 pence 
       of the financial         each 
       instrument, 
       type of instrument 
---  -----------------------  --------------------------------------- 
 b)   Identification           GB00B0KWHQ09 
       code 
---  -----------------------  --------------------------------------- 
 c)   Nature of the            Sale of Ordinary Shares 
       transactions 
---  -----------------------  --------------------------------------- 
 d)   Price(s) and             Volume(s): 
       volume(s)                2,061,091 Ordinary Shares 
                                Price: 
                                355 pence per Ordinary Share 
---  -----------------------  --------------------------------------- 
 d)   Aggregated information    N/A 
       - Aggregated 
       volume 
       - Price 
---  -----------------------  --------------------------------------- 
 e)   Date of the              23 March 2017 
       transactions 
---  -----------------------  --------------------------------------- 
 f)   Place of the             London Stock Exchange, AIM Market 
       transaction              (XLON) 
---  -----------------------  --------------------------------------- 
 
 
  1   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ------------------------------------------------------------- 
 a)   Names                    Shokat Akbar, Fazl Syed, Charlotte 
                                Smith, Andrew Lee, John Ivers, 
                                Junaid Bajwa, Nasir Quraishi, 
                                Wahid Cockar 
---  -----------------------  ------------------------------------ 
 2    Reason for the notification 
---  ------------------------------------------------------------- 
 a)   Position/status          The individuals in 1a) above 
                                are all classified as PDMRs of 
                                the Company 
---  -----------------------  ------------------------------------ 
 b)   Initial notification     Initial Notification 
       /Amendment 
---  -----------------------  ------------------------------------ 
 3    Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ------------------------------------------------------------- 
 a)   Name                     CareTech Holdings PLC 
---  -----------------------  ------------------------------------ 
 b)   LEI 
---  -----------------------  ------------------------------------ 
 4    Details of the transaction(s): section to be 
       repeated for (i) each type of instrument; (ii) 
       each type of transaction; (iii) each date; 
       and (iv) each place where transactions have 
       been conducted 
---  ------------------------------------------------------------- 
 a)   Description              Ordinary Shares of 0.5 pence 
       of the financial         each 
       instrument, 
       type of instrument 
---  -----------------------  ------------------------------------ 
 b)   Identification           GB00B0KWHQ09 
       code 
---  -----------------------  ------------------------------------ 
 c)   Nature of the 
       transactions              Purchase of Ordinary Shares 
---  -----------------------  ------------------------------------ 
 d)   Price(s) and             Shokat Akbar - 2,816 Ordinary 
       volume(s)                Shares 
                                Fazl Syed - 14,084 Ordinary Shares 
                                Charlotte Smith - 1,408 Ordinary 
                                Shares 
                                Andrew Lee - 3,098 Ordinary Shares 
                                John Ivers - 3,385 Ordinary Shares 
                                Junaid Bajwa - 7,042 Ordinary 
                                Shares 
                                Nasir Quraishi - 2,816 Ordinary 
                                Shares 
                                Wahid Cockar - 2,816 Ordinary 
                                Shares 
                                Price: all purchases completed 
                                at 355 pence per Ordinary Share 
---  -----------------------  ------------------------------------ 
 d)   Aggregated information    N/A 
       - Aggregated 
       volume 
       - Price 
---  -----------------------  ------------------------------------ 
 e)   Date of the              23 March 2017 
       transactions 
---  -----------------------  ------------------------------------ 
 f)   Place of the             London Stock Exchange, AIM Market 
       transaction              (XLON) 
---  -----------------------  ------------------------------------ 
 

Name of authorised official of issuer responsible for making notification:

Michael Hill

Company Secretary to CareTech Holdings PLC

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

March 23, 2017 09:45 ET (13:45 GMT)

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