TIDMCMBN
RNS Number : 9571E
Cambian Group PLC
16 April 2014
NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
OR ANY COPY OF IT
FOR IMMEDIATE RELEASE
16 April 2014
Cambian Group plc
Admission to trading on the London Stock Exchange
Further to its announcements on 16 April 2014 relating to its
initial public offering (the "Offer"), Cambian Group plc ("Cambian"
or the "Company"), one of the UK's leading providers of specialist
behavioural health services, is pleased to announce that its entire
issued ordinary share capital of 172,335,110 ordinary shares (the
"Shares") has today been admitted to the premium listing segment of
the Official List of the UK Listing Authority and to trading on
London Stock Exchange's main market for listed securities under the
ticker "CMBN".
Further information:
Cambian was founded in 2004 and has grown to become a
significant partner to the UK Government. The Group includes the
businesses of Cambian Healthcare, Cambian Education, Care
Aspirations (trading as Cambian Learning Disabilities) and Advanced
Childcare. The Group's services have a specific focus on
individuals who present high severity needs with challenging
behaviours and complex care requirements. Cambian employs
approximately 6,000 people across a UK-wide portfolio of 249
purpose-designed facilities, comprising 23 schools, 35 hospitals,
188 specialist homes / day facilities and 3 fostering offices.
Further information is available at:
http://www.cambiangroup.com/
As at the date of this announcement, Care Aspirations II LLC,
Advanced Childcare LLC and Cambian Holdings LLC (together "GI
Partners") are, in aggregate, interested in Shares carrying
approximately 45.7 per cent of the voting rights of the Company.
Subject to certain limits, the Company has authority to purchase
its Shares which authority is due to expire at the conclusion of
the Company's next annual general meeting. If this buyback
authority were to be used in full and this does not involve any
Shares held by GI Partners being purchased by the Company, it could
result in GI Partners' aggregate voting interests in the Company
increasing to approximately 53.8 per cent. Whilst the Panel on
Takeovers and Mergers will presume GI Partners to be acting in
concert for the purpose of the City Code on Takeovers and Mergers
(the "Code"), it has confirmed to the Company, on an ex parte
basis, that any increase in GI Partners' voting interests in the
Company which results from the use of the authority referred to
above will not have any consequences under Rule 9 the Code (which
relates to mandatory offers and their terms). In the event that GI
Partners' voting interests in the Company come to exceed 50 per
cent of the voting rights of the Company in this way, GI Partners
would potentially be able to acquire further interests in Shares
without incurring any obligation under Rule 9 of the Code to make a
general offer for the Company.
Enquiries
For further information please contact:
Global Co-ordinator, Sole Sponsor and Joint Bookrunner
J.P. Morgan Cazenove +44 (0) 20 7742 4000
Greg Chamberlain
James Taylor
James Mitford
Charles Pretzlik
Juha Anjala
Joint Bookrunner
Numis +44 (0) 20 7260 1000
Alex Ham
Michael Meade
James Black
Tom Ballard
Co-Lead Manager
Canaccord Genuity +44 (0) 20 7523 8000
Roger Lambert
Lucy Tilley
Financial Adviser
Rothschild +44 (0) 20 7280 5000
Adam Young
Hedley Goldberg
Isambard Corbett
PR Advisor for Cambian
Tulchan Communications LLP +44 (0) 207 353 4200
Tom Buchanan
Stephen Malthouse
Lucy Legh
Important notice
The contents of this announcement, which have been prepared by
and are the sole responsibility of Cambian, have been approved by
J.P. Morgan Securities plc (which operates its investment banking
business in the UK under the name J.P. Morgan Cazenove) solely for
the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000.
Neither this announcement nor any copy of it may be made or
transmitted into the United States, or distributed, directly or
indirectly, in the United States. Neither this announcement nor any
copy of it may be taken or transmitted directly or indirectly into
Australia, Canada or Japan or to any persons in any of those
jurisdictions, except in compliance with applicable securities
laws. Any failure to comply with this restriction may constitute a
violation of United States, Australian, Canadian or Japanese
securities laws. The distribution of this announcement in other
jurisdictions may be restricted by law and persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions. This announcement is not an
offer of securities for sale, or a solicitation of an offer to
purchase securities in the United States, Australia, Canada or
Japan or in any jurisdiction to whom or in which such offer or
solicitation is unlawful.
The securities to which this announcement relates have not been
and will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act") or with any regulating authority or
under any applicable securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold
within the United States unless registered under the Securities Act
or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in
compliance with applicable state law. There will be no public offer
of the securities in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada or Japan and,
subject to certain exceptions, may not be offered or sold within
Australia, Canada or Japan or to any national, resident or citizen
of Australia, Canada or Japan.
In any EEA Member State that has implemented Directive
2003/71/EC (together with any applicable implementing measures in
any Member State, the "Prospectus Directive") other than the United
Kingdom, this announcement is only addressed to and is only
directed at qualified investors in that Member State within the
meaning of the Prospectus Directive.
Only for distribution to Australian 'exempt investors' as
defined in Chapter 6D.2 of the Australian Corporations Act 2001
(Cth) ('Corporations Act') or 'wholesale clients' as defined in
Chapter 7 of the Corporations Act.
This announcement is an advertisement and not a prospectus.
Investors should not subscribe for or purchase any transferable
securities referred to in this announcement except on the basis of
information in the Prospectus published by Cambian in connection
with the proposed admission of its Shares to the premium listing
segment of the Official List and to trading on the Main Market of
the London Stock Exchange. Copies of the Prospectus will be
available from http://www.cambiangroup.com/, subject to applicable
securities laws, and at the Company's registered office.
Any purchase of Shares in the proposed Offer should be made
solely on the basis of the information contained in the final
Prospectus issued by the Company in connection with the Offer.
Before purchasing any Shares, persons viewing this announcement
should ensure that they fully understand and accept the risks which
will be set out in the Prospectus. The information in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy
or completeness. This announcement does not constitute or form part
of any offer or invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for any Shares or any other
securities nor shall it (or any part of it) or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract therefor.
This announcement does not constitute a recommendation
concerning the Offer. The price and value of securities and any
income from them can go down as well as up. Past performance is not
a guide to future performance. Before purchasing any Shares,
persons viewing this announcement should ensure that they fully
understand and accept the risks that will be set out in the
Prospectus. Information in this announcement or any of the
documents relating to the Offer cannot be relied upon as a guide to
future performance. There is no guarantee that Admission will occur
and you should not base your financial decisions on Cambian's
intentions in relation to Admission at this stage. Potential
investors should consult a professional advisor as to the
suitability of the Offer for the entity concerned.
J.P. Morgan Cazenove, which is authorised by the Prudential
Regulation Authority ("PRA") and regulated by the FCA and the PRA
in the United Kingdom, and Numis, Canaccord Genuity and Rothschild
each of which are authorised and regulated by the FCA in the United
Kingdom are acting exclusively for Cambian and no-one else in
connection with the Offer. They will not regard any other person as
their respective clients in relation to the Offer and will not be
responsible to anyone other than Cambian for providing the
protections afforded to their respective clients, nor for providing
advice in relation to the Offer, the contents of this announcement
or any transaction, arrangement or other matter referred to
herein.
In connection with the Offer, each of J.P. Morgan Cazenove,
Numis, Canaccord Genuity and Rothschild and any of their respective
affiliates, acting as investors for their own accounts, may
subscribe for or purchase Shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in such Shares and other securities of Cambian or related
investments in connection with the Offer or otherwise. Accordingly,
references in the Prospectus, to the Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by, J.P. Morgan Cazenove, Numis, Canaccord
Genuity and Rothschild or any of their respective affiliates acting
as investors for their own accounts. J.P. Morgan Cazenove, Numis,
Canaccord Genuity and Rothschild and their respective affiliates do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Apart from the responsibilities and liabilities, if any, which
may be imposed on any of J.P. Morgan Cazenove, Numis, Canaccord
Genuity or Rothschild by the FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
J.P. Morgan Cazenove, Numis, Canaccord Genuity, Rothschild or any
of their respective affiliates accepts any responsibility
whatsoever for, or makes any representation or warranty, express or
implied, as to the contents of this document or for any other
statement made or purported to be made by it, or on its behalf, in
connection with the Company, the Shares or the Offer and nothing in
this announcement will be relied upon as a promise or
representation in this respect, whether or not to the past or
future. Each of J.P. Morgan Cazenove, Numis, Canaccord Genuity and
Rothschild and their respective affiliates accordingly disclaims
all and any responsibility or liability, whether arising in tort,
contract or otherwise (save as referred to above), which it might
otherwise have in respect of this announcement or any such
statement.
In connection with the Offer, a stabilising manager, or any of
its agents, may (but will be under no obligation to), to the extent
permitted by applicable law, overallot Shares or effect other
transactions with a view to supporting the market price of the
Shares at a higher level than that which might otherwise prevail in
the open market. The stabilising manager will not be required to
enter into such transactions and such transactions may be effected
on any stock market, over-the-counter market, stock exchange or
otherwise and may be undertaken at any time during the period
commencing on the date of the commencement of conditional dealings
of the Shares on the London Stock Exchange and ending no later than
30 calendar days thereafter. However, there will be no obligation
on the stabilising manager or any of its agents to effect
stabilising transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilising measures, if
commenced, may be discontinued at any time without prior notice. In
no event will measures be taken to stabilise the market price of
the Shares above the offer price. Save as required by law or
regulation, neither the stabilising manager nor any of its agents
intends to disclose the extent of any over-allotments made and/or
stabilisation transactions conducted in relation to the Offer.
Certain figures contained in this document, including financial
information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this document may not conform exactly with
the total figure given.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGRGDSUSBBGSL
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