Belgravia Investments Limited, THCS IV GP S.a.r.l, managed by Thcp Advisory Limited, Asset Management Arm, Kensington Capital Limited and Sheikh Holdings Group (Investments) Limited made an offer to acquire remaining 87.8% stake in CareTech Holdings PLC (AIM:CTH) from a group of sellers for approximately £850 million on March 22, 2022. Under the Initial Proposal, the Consortium would offer each CareTech shareholder 710 pence in cash for each CareTech ordinary share. Following discussions between the parties, on 30 March 2022, the Independent Directors received a revised proposal including an indicative offer of 725 pence per CareTech ordinary share in cash. As on April 13, 2022, Consortium submitted a revised and improved proposal of 750 pence per CareTech Share. As an alternative to the Cash Offer, for each CareTech Share held, eligible CareTech Shareholders may elect to receive a class of non-voting ordinary shares in the indirect parent of the new entity to be incorporated for the purposes of the Transaction ("Topco") ("Rollover Securities"). The Partial Alternative Offer would be limited to a maximum of approximately 22% of the issued ordinary share capital of Topco. This would represent approximately 5% of the fully diluted equity value of the Company. The availability of the Partial Alternative Offer is conditional on elections being made such that total elections exceed approximately 0.6% of the fully diluted equity value of the Company. Richard Griffiths has also elected to receive the Partial Alternative Offer in respect of his holding of 5,233,870 CareTech Shares. On June 27, 2022, Belgravia Investments Limited, THCS IV GP S.a.r.l, managed by Thcp Advisory Limited, Asset Management Arm, Kensington Capital Limited and Sheikh Holdings Group (Investments) Limited signed the agreement to acquire remaining 87.8% stake in CareTech Holdings PLC (AIM:CTH) from a group of sellers. As of August 25, 2022, Tellworth Investments intention in respect of 183,760 shares of CareTech Holdings remains as described in letter of intent.

As per update on June 27, 2022, the Independent Directors of CareTech Holdings PLC unanimously recommended its shareholders to vote in favor of the transaction. The transaction is subject to certain conditions including approval from shareholders of CareTech Holdings PLC and court approval. The offer is expected to become effective in third quarter of 2022. The Scheme is expected to become Effective on 27 September 2022.

Emma Earl, Freddy Crossley, Charles Leigh-Pemberton, James Sinclair-Ford and Mark Rogers of Panmure Gordon (UK) Limited and Jonathan Wilcox, James Black, Alec Pratt and Duncan Monteith of Numis Securities Limited acted as financial advisor to CareTech. Lazard advised Three Hills Capital Partners and Sheikh Holdings. Ashurst is advising Amalfi Bidco Limited (a newly formed company indirectly owned by 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) in relation to its recommended cash and share acquisition of the entire issued and to be issued share capital of CareTech Holdings PLC. Andrew Truscott, Sian Evans, Will Morton and Chris Wren of Citigroup Global Markets Limited, Bob Morris and Graeme Atkinson of Dean Street Advisers Limited acted as financial advisors to offerors. Charles Russell Speechlys LLP is acting as legal adviser to CareTech. Proskauer Rose (UK) LLP is acting as legal adviser to THCP. GSC Solicitors LLP is acting as legal adviser to Kensington and Belgravia. Deutsche Bank AG, London Branch is acting as financial adviser to Sheikh Holdings.