CareTech : Scheme of Arrangement becomes Effective

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

18 October 2018

RECOMMENDED OFFER FOR CAMBIAN GROUP PLC ('CAMBIAN') BY CARETECH HOLDINGS PLC ('CARETECH')

Scheme of Arrangement becomes Effective

On 16 August 2018 the boards of Cambian and CareTech announced that they had reached agreement on the terms of a recommended acquisition of Cambian by CareTech, to be implemented by way of a scheme of arrangement of Cambian under Part 26 of the Companies Act (the 'Scheme'), pursuant to which CareTech would acquire the entire issued and to be issued ordinary share capital of Cambian (the 'Transaction').

Cambian and CareTech are pleased to announce that, following the delivery of the Court Order to the Registrar of Companies, the Scheme has become Effective in accordance with its terms. This follows the Court's sanction of the Scheme at the Court Hearing held yesterday, 17 October 2018, as announced by Cambian on the same day.

The full terms and conditions of the Transaction were set out in the scheme document published by Cambian on 19 September 2018 (the 'Scheme Document') and in the combined prospectus and AIM admission document published by CareTech on 19 September 2018.

Consideration due to Scheme Shareholders

Scheme Shareholders on the register at the Scheme Record Time, being 6:00 p.m. yesterday, 17 October 2018, will receive 0.267 New CareTech Shares and 100 pence in cash for each Scheme Share held (the 'Headline Offer'), subject to fractional entitlements, unless they have made a valid election under the Full Cash Alternative (a 'Cash Election'). Scheme Shareholders who made valid Cash Elections will receive 190 pence in cash for each Scheme Share in respect of which such election was made.

Cash Elections were made in respect of 61,807,835 Scheme Shares, representing approximately 33% of the total number of Scheme Shares as at the Scheme Record Time. No Cash Election was made in respect of 124,302,907 Scheme Shares, representing approximately 67% of the total number of Scheme Shares as at the Scheme Record Time.

Suspension, delisting and cancellation of trading of Cambian Shares

Dealings in Cambian Shares on the Main Market and the listing of Cambian Shares on the premium listing segment of the Official List were suspended with effect from 7.30 a.m. this morning.

Delisting of Cambian Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Cambian Shares on the Main Market is expected take effect by no later than 8.00 a.m. tomorrow, 19 October 2018.

Resignation of Cambian Directors

As announced on 16 August 2018 and set out in paragraph 6 of Part 1 of the Scheme Document, each of Saleem Asaria (Chief Executive Officer), Anoop Kang (Chief Financial Officer), Christopher Kemball (Chairman), Alfred Foglio (Non-Executive Director), Dr. Graham Rich (Senior Independent Non-Executive Director), Mike Butterworth (Independent Non-Executive Director) and Donald Muir (Independent Non-Executive Director) has resigned from the board of directors of Cambian with effect as of today, 18 October 2018.

Admission of the Enlarged Share Capital

It is expected that 33,188,817 New CareTech Shares will be issued pursuant to the Scheme and that the admission of the Enlarged Share Capital to trading on AIM will take place by 8.00 a.m. tomorrow, 19 October 2018. CareTech's share capital will at that time consist of 108,880,240 ordinary shares with identical voting rights.

Settlement

As further described in the Scheme Document, CareTech will despatch to Scheme Shareholders share certificates in respect of the New CareTech Shares due under the Headline Offer and cheques in respect of the cash consideration due under the Headline Offer or the Full Cash Alternative, or effect settlement through CREST, as appropriate, within 14 days of the Effective Date, being today, 18 October 2018.

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

Rothschild (lead financial adviser to Cambian)	Tel: [phone]
Hedley Goldberg
Thibault Poirier
Investec (financial adviser and joint corporate broker to Cambian)	Tel: [phone]
Gary Clarence
Edward Thomas
J.P. Morgan Cazenove (financial adviser and joint corporate broker to Cambian)	Tel: [phone]
James Mitford
Alex Bruce
Kekst CNC (communications adviser to Cambian)	Tel: [phone]
Richard Campbell
Katherine Fennell
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)	Tel: [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

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.

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 herein. 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 hereof 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.

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. 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.

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 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 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 has advised the Court through counsel that it will rely on the Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme.

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 athttp://www.cambiangroup.com/and on CareTech's website atwww.caretech-uk.compromptly and in any event by no later than 12 noon (London time) on 19 October 2018. For the avoidance of doubt, the content of those websites referred to in this announcement are not incorporated into and do 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, Equiniti, at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by telephone on 0371 384 2050 (non-UK callers [phone]) (for Cambian Shareholders) or by contacting Link, at Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephone on [phone] (non-UK callers [phone]) (for CareTech Shareholders), in each case providing your full name and the full address to which the hard copy may be sent.