CareTech : Result of CareTech General Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE 15 October 2018

CareTech Holdings PLC ('CareTech')

Result of CareTech General Meeting

CareTech is pleased to announce that at the General Meeting held earlier today in connection with the acquisition of Cambian Group plc ('Cambian') (the 'Transaction') and the renewal of certain share allotment authorities, all resolutions were duly passed in accordance with the terms set out in the Notice of General Meeting contained in the combined prospectus and AIM admission document published by CareTech on 19 September 2018 (the 'Prospectus'). Details of resolutions passed are set out in the Notice of General Meeting.

Further details of the Transaction can be found in the Prospectus which is available on the CareTech website at www.caretech-uk.com and in the announcement released by CareTech and Cambian on 16 August 2018 ('Transaction Announcement') and in the announcement released by CareTech on 19 September 2018 (each in connection with the Transaction).

The table below sets out the voting results in respect of the resolutions (which were taken on a poll):

Resolution	Votes for*	% for**	Votes against	% against**	Total votes cast	% of ISC voted**	Votes withheld***
1 Approval of the Acquisition	48,308,421	99.72	137,265	0.28	48,445,686	64.00	0
2 Authority to allot shares in connection with the Acquisition	48,308,421	99.72	137,265	0.28	48,445,686	64.00	0
3 Authority to allot shares up to a specified level, conditional on completion of the Acquisition	48,308,421	99.72	137,265	0.28	48,445,686	64.00	0
4 Disapplication of pre-emption rights	45,287,162	98.15	853,524	1.85	46,140,686	60.96	2,305,000
5 Disapplication of pre-emption rights conditional on completion of the Acquisition	45,240,387	98.15	853,524	1.85	46,093,911	60.90	2,351,775

* Includes discretionary votes
**Rounded to two decimal places
***A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' any of the resolutions.

As outlined in the Transaction Announcement and the Prospectus, the Transaction is intended to be implemented by means of a court-sanctioned scheme of arrangement of Cambian under Part 26 of the Companies Act 2006 (the 'Scheme').

Completion of the Transaction remains subject to satisfaction or (where applicable) waiver of certain other Conditions set out in the Scheme Document (and the Prospectus), including the approval of the Cambian Shareholders at the Court Meeting and the Cambian General Meeting to be held today and sanctioning of the Scheme by the Court which is scheduled to occur on 17 October 2018. Subject to receiving the sanction of the Court on that date, the Scheme is expected to become Effective on 18 October 2018, with admission of the Enlarged Share Capitalto trading on AIM expected to take place on or around 8:00 am (London time) on 19 October 2018.

The expected timetable of principal events remains as set out in the Prospectus. If any of the remaining times and/or dates in the timetable change, the revised times and/or dates will be notified to CareTech Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

Defined terms used but not defined in this Announcement have the meanings set out in Transaction Announcement or the Prospectus.

Enquiries

CareTech	Tel: [phone]
Farouq Sheikh, Executive Chairman
Haroon Sheikh, Chief Executive Officer
Michael Hill, Group Finance Director
Jefferies (financial adviser to CareTech)	Tel: [phone]
Christopher Dickinson
Ashwin Pai Tariq Hussain
Panmure Gordon (Nomad and joint corporate broker to CareTech)	[phone]
Emma Earl
Freddy Crossley Charles Leigh-Pemberton
WH Ireland (joint corporate broker to CareTech)	Tel: [phone]
Adrian Hadden
Chris Viggor
Buchanan (PR adviser to CareTech)	Tel: [phone]
Mark Court
Sophie Wills Tilly Abraham

Important Notices

Jefferies International Limited, which is regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for CareTech and no one else in connection with the matters set out in this Announcement. In connection with such matters, Jefferies will not regard any other person as its client and will not be responsible to anyone other than CareTech for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this Announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for CareTech and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than CareTech for providing the protections afforded to clients of Panmure Gordon, nor for providing advice in relation to the matters set out in this Announcement or any matters referred to in this Announcement.

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.

Forward looking statements

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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 this 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 this 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 1 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas Jurisdictions

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.

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, no documents relating to the Transaction are 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 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 any documents relating to the Transaction to any jurisdiction outside the UK 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. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements. Further details in relation to Overseas Shareholders are contained in the Scheme Document and the Prospectus.

If CareTech reasonably believes or is advised that an Overseas Shareholder has registered address in, or is a citizen, resident or national of, a Restricted Jurisdiction, CareTech may, at its sole discretion, determine that such Restricted Overseas Shareholder will not receive New CareTech Shares and cash consideration pursuant to the Headline Offer and instead will receive cash consideration only pursuant to the Full Cash Alternative in respect of all of their Scheme Shares, whether or not such Overseas Shareholder makes an election to receive the Full Cash Alternative in respect of such Scheme Shares.

US Shareholders

The Transaction relates to shares of a UK company 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 proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if, in the future, CareTech decides to exercise its right to implement the Transaction by means of a takeover offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including, without limitation, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and subject, in the case of participation by Cambian Shareholders resident in the United States to the availability of an exemption (if any) from the registration requirements of the US Securities Act and of the securities laws of any state or other jurisdiction of the United States. Such Takeover Offer would be made by CareTech and no one else. In addition to any such Takeover Offer, CareTech, any affiliates of CareTech's financial advisers, CareTech and its affiliates may make certain purchases of, or arrangements to purchase, shares in Cambian outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the UK Listing Authority and will be available on the London Stock Exchange website:http://www.londonstockexchange.com/.

The availability of the Transaction and the New CareTech Shares under the Transaction to Cambian Shareholders who are not resident in the United Kingdom, and the availability of the Full Cash Alternative to such shareholders, may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

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.

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)(1) 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.

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.

It may be difficult for US Cambian Shareholders to enforce their rights and claims arising out of the US federal securities laws, since CareTech and Cambian are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Cambian Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 judgment.

None of the securities referred to in this Announcement has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Announcement. Any representation to the contrary is a criminal offence in the United States.

Publication on website and hard copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CareTech's website at www.caretech-uk.com and Cambian's website at www.cambiangroup.com by no later than 12 noon on 16 October 2018. For the avoidance of doubt, the content of those websites is not incorporated into and do not form part of this Announcement.

Cambian Shareholders and CareTech Shareholders may request a hard copy of this Announcement by contacting [phone] (non-UK callers [phone]) (for Cambian Shareholders) or [phone] (non-UK callers [phone]) (for CareTech Shareholders) during business hours or by submitting a request in writing to Equiniti at Cambian Group plc Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (for Cambian Shareholders) or Link at Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (for CareTech Shareholders). If you have received this Announcement in electronic form, copies of this Announcement will not be provided unless such a request is made.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser, duly authorised under FSMA if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser.