CareTech Holdings PLC Form 8 (OPD) Offeror Caretech (5036V)
23 Luglio 2018 - 6:54PM
UK Regulatory
TIDMCTH TIDMCMBN
RNS Number : 5036V
CareTech Holdings PLC
23 July 2018
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: CareTech Holdings PLC (the "Company")
(b) Owner or controller of interests and short positions disclosed, if
different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the
trustee(s),
settlor and beneficiaries must be named.
--------------------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this The Company
form relates:
Use a separate form for each offeror/offeree
--------------------------------------
(d) Is the discloser the offeror or the offeree? OFFEROR
--------------------------------------
(e) Date position held: 23 July 2018
The latest practicable date prior to the disclosure
--------------------------------------
(f) In addition to the company in 1(c) above, is the discloser making YES - Cambian Group plc
disclosures in respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
--------------------------------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary shares of 0.5 pence
Interests Short positions
------------------ ------------------
Number % Number %
------------- --- ------------- ---
(1) Relevant securities owned and/or controlled: Nil - Nil -
------------- --- ------------- ---
(2) Cash-settled derivatives: Nil - Nil -
------------- --- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to Nil - Nil -
purchase/sell:
------------- --- ------------- ---
Nil - Nil -
TOTAL:
------------- --- ------------- ---
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: N/A
-----
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the party to the offer making
the disclosure:
a) Interests of the directors of the Company and their close relatives and related trusts
in shares in the Company
Class of relevant Ordinary shares of 0.5 pence
security:
Name of registered Beneficial holder Number of Percentage
holder (if different ordinary shares of issued
from registered held share capital
holder) (%) (to
2 d.p.)
---------------------- ----------------- ---------------
Lynchwood Nominees Westminster Holdings
Limited Limited(1) 9,763,519 12.90
---------------------- ----------------- ---------------
Cosaraf Pension
Ferlim Nominees Limited Fund(2) 170,000 0.22
---------------------- ----------------- ---------------
HSBC Global Custody
Nominee (UK) Limited Farouq Sheikh 638,919 0.84
---------------------- ----------------- ---------------
HSBC Global Custody
Nominee (UK) Limited Haroon Sheikh 690,226 0.91
---------------------- ----------------- ---------------
Michael Hill 137,405 0.18
----------------- ---------------
Brewin Nominees Limited Karl Monaghan 34,250 0.05
---------------------- ----------------- ---------------
Computershare Nominees
(Channel Islands)
Limited Mike Adams 2,300 0.00
---------------------- ----------------- ---------------
(1) Westminster Holdings Limited is a company owned by a trust, the beneficiaries of which
include Farouq Sheikh and Haroon Sheikh.
(2) Cosaraf Pension Fund is a self-administered scheme established for the benefit of Farouq
Sheikh and Haroon Sheikh.
(b) Options over shares in the Company held by the directors of the Company and their close
relatives and related trusts
Executive Shared Ownership Plan 2016
Director Number of ordinary Date of grant Date of vesting
shares under
award
Farouq Sheikh 320,000 29 March 2016 29 March 2019
------------------- -------------- ----------------
Haroon Sheikh 320,000 29 March 2016 29 March 2019
------------------- -------------- ----------------
Michael Hill 189,000 29 March 2016 29 March 2019
------------------- -------------- ----------------
CareTech Holdings PLC Sharesave Scheme 2016
Director Number of ordinary Date of grant Date of vesting
shares under
award
Farouq Sheikh 9,278 17 March 2016 1 May 2019
------------------- -------------- ----------------
Haroon Sheikh 9,278 17 March 2016 1 May 2019
------------------- -------------- ----------------
Michael Hill 9,278 17 March 2016 1 May 2019
------------------- -------------- ----------------
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
None.
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None.
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 23 July 2018
Contact name: Michael Hill, Director and Company Secretary
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Telephone number: 01707 601 800
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
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
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