TIDMCMBN
RNS Number : 0805E
Cambian Group PLC
15 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
15 October 2018
Results of Court Meeting and Cambian General Meeting
Cambian Group plc ("Cambian") is pleased to announce that at the
Court Meeting and Cambian General Meeting held today to consider
the acquisition of Cambian by CareTech Holdings PLC ("CareTech")
(the "Transaction") by means of a Court approved scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"),
all resolutions were duly passed.
At the Court Meeting, a majority in number of the Scheme
Shareholders who voted, and together who represented over 75% by
value of votes cast, voted to approve the Scheme.
At the Cambian General Meeting, Cambian Shareholders, who
together represented over 75% by value of votes cast, voted to pass
the Special Resolution to approve the implementation of the Scheme,
to amend the Cambian Articles and, subject to and conditional on
the Scheme becoming effective, to re-register Cambian as a private
company under the name of "Cambian Group Limited".
Details of the resolutions passed are set out in the notices of
the Court Meeting and Cambian General Meeting contained in Parts 11
and 12 (respectively) of the scheme document published on 19
September 2018 (the "Scheme Document").
The total number of Cambian Shares in issue as at the Voting
Record Time was 184,198,746 carrying one vote each. As at the
Voting Record Time, Cambian held no ordinary shares as treasury
shares. Therefore, the total voting rights in Cambian as at the
Voting Record Time were 184,198,746.
Detailed results of the Court Meeting
The results of the poll conducted at the Court Meeting held on
15 October 2018 are set out in the table below. Each Scheme
Shareholder, present in person or by proxy, was entitled to one
vote per Scheme Share held at the Voting Record Time:
Resolution Number of % of Scheme Number of % of Scheme Number of
Scheme Shares Shares voted Scheme Shareholders Shareholders Scheme Shares
voted who voted who voted voted as
a % of the
issued ordinary
share capital
FOR 164,291,010 100.00 88 98.88 89.19
--------------- -------------- --------------------- -------------- -----------------
AGAINST 109 0.00 1 1.12 0.00
--------------- -------------- --------------------- -------------- -----------------
TOTAL 164,291,119 100.00 89 100.00 89.19
--------------- -------------- --------------------- -------------- -----------------
Voting results of the Cambian General Meeting
The results of the poll conducted at the Cambian General Meeting
held on 15 October 2018 are set out in the table below. Each
Cambian Shareholder, present in person or by proxy, was entitled to
one vote per Cambian Share held at the Voting Record Time:
Special Resolution No. of Cambian No. of Cambian % of votes cast
Shareholders voting Shares voted
FOR* 87 164,290,510 89.19
--------------------- --------------- ----------------
AGAINST 1 500 0.00
--------------------- --------------- ----------------
WITHHELD** 0 0 -
--------------------- --------------- ----------------
TOTAL 88 164,291,010 89.19
--------------------- --------------- ----------------
*Includes discretionary votes
**A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' and 'Against' the
Special Resolution.
A copy of the resolutions passed at the Court Meeting and
Cambian General Meeting has been submitted to the FCA and will
shortly be available for inspection on the National Storage
Mechanism at www.morningstar.co.uk/uk/NSM.
Timetable and Effective Date
Completion of the Transaction remains subject to the
satisfaction or waiver of the remaining Conditions set out in the
Scheme Document, including the Court sanctioning the Scheme at the
Court hearing which is expected to take place on 17 October
2018.
It is expected that the listing of, and dealings in, Cambian
Shares will be suspended with effect from 7:30 a.m. on 18 October
2018, that the Scheme will become effective on 18 October 2018,
that the de-listing of Cambian Shares will take place by 8:00 a.m.
on 19 October 2018 and that the admission and commencement of
dealings in New CareTech Shares on the London Stock Exchange will
take place on the same day.
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 change, Cambian will give notice of this change by
issuing an announcement via a Regulatory Information Service.
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
Cambian Tel:
Christopher Kemball, Non-Executive
Chairman +44 (0)20 8735 6150
Saleem Asaria, Chief Executive
Officer
Anoop Kang, Chief Financial Officer
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
CNC (communications adviser to Tel:
Cambian)
Richard Campbell +44 (0)20 3219 8800
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 16 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 +44 (0) 121 415 0259), providing your full name and the
full address to which the hard copy may be sent.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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
ROMEADESFENPFFF
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