TIDMCTH
RNS Number : 6882A
Sheikh Holdings
26 September 2022
26 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
for immediate release
RECOMMED OFFER
for
CARETECH HOLDINGS PLC ("CARETECH")
by
AMALFI BIDCO LIMITED ("BIDCO")
(a newly formed company indirectly owned by joint offerors
Sheikh Holdings Group (Investments) Limited, Belgravia Investments
Limited and Kensington Capital Limited, and funds managed by THCS
IV GP S.à r.l. and TH Management IV S.à r.l. and advised by THCP
Advisory Limited)
Update on Financing Arrangements
On 27 June 2022, the CareTech Independent Board and the board of
Bidco announced that they had reached agreement on the terms of a
recommended offer by Bidco for the entire issued and to be issued
ordinary share capital of CareTech (the "Offer"), to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme"). The circular in relation to
the Scheme was published on 25 July 2022 (the "Scheme Document")
and the Court Meeting and General Meeting have been convened for 8
September 2022.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document.
In the Scheme Document (see Part VII, paragraph 13.1), it was
stated that on 27 June 2022, Bidco (as the company), Ares
Management Limited (as mandated lead arranger) and Global Loan
Agency Services Limited (as facility agent), amongst others,
entered into the Senior Facilities Agreement.
The Scheme Document further stated (see Part VII, paragraph
13.2) that on 27 June 2022, Midco (as the issuer), Ares Management
Limited and THCP Advisory Ltd (as the arrangers) and Global Loan
Agency Services Limited (as facility agent), amongst others,
entered into the Notes Facilities Agreement.
Bidco announces that, on 23 September 2022:
1. Bidco, together with certain other parties to the Senior
Facilities Agreement, entered into an accession agreement relating
to the Senior Facilities Agreement (the "SFA Accession Agreement")
in order for certain credit funds managed by Ares Management
Limited to become party to, amongst other documents, the Senior
Facilities Agreement as additional lenders of the Senior Term
Facility A and Senior Term Facility B; and
2. Midco, together with certain other parties to the Notes
Facilities Agreement, entered into an accession agreement relating
to the Notes Facilities Agreement (the "Notes Accession Agreement",
together with the SFA Accession Agreement, the "Accession
Agreements"), in order for certain credit funds managed by Ares
Management Limited to become party to, amongst other documents, the
Notes Facilities Agreement as additional noteholders of the
Original Notes.
Copies of the Accession Agreements are now available on CareTech
and Bidco's websites at
https://www.caretech-uk.com/offer-sheikh-holdings-group-investments-limited
and http://www.sheikhholdings.co.uk/firm-offer-for-caretech /
respectively.
Enquiries:
Bidco Tel: 01707 661503
Marco Anatriello
Farouq Sheikh
Haroon Sheikh
Citigroup Global Markets Limited (joint Tel: 020 7986 4000
financial adviser to Bidco)
Andrew Truscott
Sian Evans
Will Morton
Chris Wren (Corporate Broking)
Dean Street Advisers Limited (joint Tel: 020 3818 8520
financial adviser to Bidco)
Bob Morris
Graeme Atkinson
Finsbury Glover Hering (PR adviser Tel: 020 7251 3801
to Bidco)
Faeth Birch Tel: 07768 943171
Charlie Chichester
Richard Webster-Smith
Important Notices
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 Offer or otherwise, nor shall there
be any sale, issuance or transfer of securities of CareTech in any
jurisdiction in contravention of applicable law. The Offer will be
implemented solely pursuant to the terms of the Scheme Document
(or, if the Offer is implemented by way of a Takeover Offer, the
Offer Document), which contains the full terms and conditions of
the Offer, including details of how to vote in respect of the
Offer. Any vote in respect of, or other response to, the Offer
should be made only on the basis of the information contained in
the Scheme Document (or, if the Offer is implemented by way of a
Takeover Offer, the Offer Document).
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Disclaimers
Dean Street Advisers Limited ("Dean Street") is authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom and is acting as joint financial adviser to Bidco and for
no one else in connection with the Offer and other matters referred
to in this Announcement and will not be responsible to anyone other
than Bidco for providing the protections afforded to its clients or
for providing advice in relation to the Offer, the contents of this
Announcement or any other matters referred to in this Announcement.
Neither Dean Street nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of Dean Street in connection with this
Announcement, any statement contained herein, the Offer or
otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority ("PRA") and regulated in the
UK by FCA and the PRA, is acting joint financial adviser to Bidco
and for no one else in connection with the Offer and other matters
referred to in this Announcement and will not be responsible to
anyone other than Bidco for providing the protections afforded to
its clients or for providing advice in relation to the Offer, the
contents of this Announcement or any other matters referred to in
this Announcement. Neither Citi nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Citi in
connection with this Announcement, any statement contained herein,
the Offer or otherwise.
Overseas jurisdictions
This Announcement has been prepared in accordance with, and for
the purpose of complying with, the laws of England and Wales and
the Takeover Code, and 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 of jurisdictions outside
England.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable requirements of
their jurisdictions.
The availability of the Offer to CareTech Shareholders who are
not resident in and citizens of the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
United Kingdom to vote their CareTech Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. Any failure to comply with the
applicable restrictions 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 Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the Offer
will not be made available, in whole or in part, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Offer by any such use, means, instrumentality
or from within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this Announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of the Offer.
If the Offer is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility
of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
The Offer will be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the
FCA.
Additional information for US investors
The Offer relates to shares of a company incorporated in England
and Wales and is proposed to be effected by means of a scheme of
arrangement under the laws of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or proxy solicitation rules under the US
Exchange Act. Accordingly, the Offer is subject to the disclosure
and procedural requirements applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation rules.
If, in the future, Bidco exercises its right to implement the Offer
by means of a Takeover Offer and determines to extend the Takeover
Offer into the United States, such offer would be made in
compliance with applicable US laws and regulations.
In accordance with normal United Kingdom practice, Bidco or its
nominees or its brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, shares or
other securities of CareTech outside of the US, other than pursuant
to the Offer, until the date of the Offer and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or
arrangements to purchases shall be disclosed as required in the UK,
shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at
www.londonstockexchange.com .
It may be difficult for US holders of CareTech Shares to enforce
their rights and any claim arising out of the US federal laws,
since CareTech, Bidco, Midco, Cleanco and Topco are located in a
nonUS jurisdiction, and some or all of their officers and directors
may be residents of a non-US jurisdiction. US holders of CareTech
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
The securities to be issued in connection with the Partial
Alternative Offer pursuant to the Scheme have not been and will not
be registered under the US Securities Act or the securities laws of
any state or other jurisdiction of the United States and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the US
Securities Act and such other laws. It is expected that any such
securities would be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof. Such securities will also not be
registered under any US state securities laws and may only be
issued to persons resident in a state pursuant to an exemption from
the registration requirements of the securities laws of such
state.
The financial information included in this Announcement and the
Scheme Document has been or will be prepared in accordance with
IFRS and may not be comparable to the financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
The receipt of consideration by a US holder for the transfer of
CareTech Shares pursuant to the Scheme is expected to be a taxable
transaction for US federal income tax purposes. Each CareTech
Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Offer
applicable to them, including under applicable US federal, state
and local as well as non-US and other tax laws.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on CareTech's website at
https://www.caretech-uk.com/possible-offer-sheikh-holdings-groupinvestments-limited
and the website used by Bidco at
http://www.sheikhholdings.co.uk/possibleoffer-caretech/ by no later
than 12 noon (London time) on the first Business Day following the
date of this Announcement. For the avoidance of doubt, neither the
contents of these websites nor the contents of any websites
accessible from any hyperlinks is incorporated into or forms part
of this Announcement.
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END
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