Cambian Group Regulatory News (CMBN)

NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Cambian Group plc ("Cambian", the "Company" or the "Cambian Group") in due course in connection with the offer of its ordinary shares (the "Shares") and the proposed admission of its Shares to the premium listing segment of the Official List of the UK Listing Authority ("Official List") and to trading on the main market for listed securities (the "Main Market") of the London Stock Exchange plc (the "London Stock Exchange"). Copies of the Prospectus will, following publication, be available from http://www.cambiangroup.com/, subject to applicable securities laws, and at the Company's registered office at 4th Floor, Waterfront Building, Chancellors Road, Hammersmith Embankment, London W6 9RU.

The contents of this announcement, which has been prepared by and is the sole responsibility of Cambian, has been approved by J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") solely for the purposes of section 21(2) (b) of the Financial Services and Markets Act 2000 (as amended).

FOR IMMEDIATE RELEASE

11 April 2014

Cambian Group plc

Initial Public Offering - Announcement of Offer Price

Offer price set at 225 pence per Ordinary share

The Cambian Group, one of the UK's leading providers of specialist behavioural health services, today announces the successful pricing of its initial public offering (the "IPO or "Offer") of 172,335,110 Ordinary Shares at 225 pence per Ordinary Share (the "Offer Price").

· Based on the Offer Price, the market capitalisation of the Company at the commencement of conditional dealings will be £387.8 million

· The Offer is expected to raise gross proceeds of £194.3 million for the Company and selling shareholders assuming no exercise of the over-allotment option, and £213.7 million assuming exercise in full of the over-allotment option

· The Company will receive £20 million of gross proceeds from the Offer

· The selling shareholders comprise GI Partners, and certain of the Company's senior management, employees and ex-employees of the Cambian Group

· At Admission the Company will have 172,335,110 Ordinary Shares in issue with an expected free float of greater than 50% assuming no exercise of the over-allotment option and 55% assuming exercise in full of the over-allotment option

· Conditional dealings will commence on the London Stock Exchange at 8:00 a.m. today under the ticker "CMBN" (ISIN: GB00BKXNB024)

· Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings are expected to take place at 8:00am on 16 April 2014

· As stabilising manager, J.P. Morgan Cazenove has been granted an over-allotment option (exercisable no later than thirty days from today) by GI Partners of up to 8,636,310 Ordinary Shares, representing approximately 10% of the Offer

· It is expected that the Company will be eligible for inclusion in the FTSE UK Index Series at the quarterly review in June 2014

Commenting on today's announcement, Saleem Asaria, Chief Executive Officer of Cambian said:

"We are delighted to have reached this milestone and wish to acknowledge the immense contribution of all of our teams. Our vision is to be the highest quality provider of specialist behavioural health services to children and adults and to ensure that every one of the people in our care achieves their personal best. Our listing provides Cambian with access to a source of permanent capital to further develop the scope of our specialist services."

Further Information

· The Company (180 days), GI Partners (180 days) and the Director shareholders and certain Senior Manager shareholders (545 days) have committed to lock-up arrangements following Admission, which are subject to certain customary exemptions including waiver by the Joint Bookrunners

· In relation to the Offer, J.P. Morgan Securities plc (which conducts its UK investment banking activities as "J.P. Morgan Cazenove") is acting as the Global Co-ordinator, Sole Sponsor and Joint Bookrunner, Numis Securities Limited ("Numis") is acting as a Joint Bookrunner and Canaccord Genuity Limited ("Canaccord Genuity") is acting as Co-Lead Manager. N M Rothschild & Sons Limited ("Rothschild") is acting as Financial Adviser in connection with Admission and the Offer and the Company's new debt facilities

· Santander UK PLC was Bookrunner for the new debt facilities for the Cambian Group, which were also provided by AIB, Barclays, RBS and Yorkshire Bank

Full details of the Offer will be included in the Prospectus, expected to be published and available on the Company's website later today.

Enquiries

For further information please contact:

Global Co-ordinator, Sole Sponsor and Joint Bookrunner

J.P. Morgan Cazenove +44 (0) 20 7742 4000

Greg Chamberlain

James Taylor

James Mitford

Charles Pretzlik

Juha Anjala

Joint Bookrunner

Numis +44 (0) 20 7260 1000

Alex Ham

Michael Meade

James Black

Tom Ballard

Co-Lead Manager

Canaccord Genuity +44 (0) 20 7523 8000

Roger Lambert

Lucy Tilley

Financial Adviser

Rothschild +44 (0) 20 7280 5000

Adam Young

Hedley Goldberg

Isambard Corbett

PR Advisor for Cambian

Tulchan Communications LLP +44 (0) 207 353 4200

Tom Buchanan

Stephen Malthouse

Lucy Legh

Notes to Editors

Except where the context otherwise requires, defined terms used in these notes to editors have the meanings given to such terms in the Prospectus to be published by Cambian and expected to be dated 11 April 2014.

Expected timetable of principal events

(1) It should be noted that if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.

(2) The times and dates in the table above are indicative only and are subject to change. All times are London times.

(3) No temporary documents of title will be issued.

Offer Statistics 

(1) Assuming no exercise of the Over-allotment Option.

(2) The maximum number of Ordinary Shares subject to the Over-allotment Option will be approximately 10 per cent. of the total number of Offer Shares.

(3) Net proceeds receivable by the Selling Shareholders are stated after deduction of underwriting commissions and other expenses of approximately £6.7 million.

(4) Net proceeds receivable by the Company are stated after deduction of underwriting commissions, other estimated offering-related fees, costs in relation to settlement of pre-existing management share schemes at the date of the Offer, and other related expenses incurred by the Group of approximately £16.3 million, and include the proceeds received by the Company of £0.4 million from the Directed Offering. The Company will not receive any of the proceeds from any sale of Existing Ordinary Shares by Selling Shareholders in the Global Offer.

(5) The market capitalisation of the Company at any given time will depend on the market price of the Ordinary Shares at that time. There can be no assurance that the market price of an Ordinary Share will equal or exceed the Offer Price.

Forward looking statements

This announcement contains "forward-looking" statement, beliefs or opinions. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of Cambian and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "anticipates", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or Cambian with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of Cambian and the industry in which it operates. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Cambian. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Rules and Transparency Rules of the Financial Conduct Authority ("FCA").

Each of J.P. Morgan Cazenove, Numis, Canaccord Genuity and Rothschild and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

Important notice

The contents of this announcement, which have been prepared by and are the sole responsibility of Cambian, have been approved by J.P. Morgan Securities plc (which operates its investment banking business in the UK under the name J.P. Morgan Cazenove) solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Only for distribution to Australian 'exempt investors' as defined in Chapter 6D.2 of the Australian Corporations Act 2001 (Cth) ('Corporations Act') or 'wholesale clients' as defined in Chapter 7 of the Corporations Act.

This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by Cambian in due course in connection with the proposed admission of its Shares to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange. Copies of the Prospectus will, following publication, be available from http://www.cambiangroup.com/, subject to applicable securities laws, and at the Company's registered office.

Any purchase of Shares in the Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Offer. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

This announcement does not constitute a recommendation concerning the Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus, when published. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on Cambian's intentions in relation to Admission at this stage. Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned.

J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom, and Numis, Canaccord Genuity and Rothschild each of which is authorised and regulated by the FCA in the United Kingdom are acting exclusively for Cambian and no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than Cambian for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, each of J.P. Morgan Cazenove, Numis, Canaccord Genuity and Rothschild and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Cambian or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, J.P. Morgan Cazenove, Numis, Canaccord Genuity and Rothschild or any of their respective affiliates acting as investors for their own accounts. J.P. Morgan Cazenove, Numis, Canaccord Genuity and Rothschild and their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on any of J.P. Morgan Cazenove, Numis, Canaccord Genuity or Rothschild by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Cazenove, Numis, Canaccord Genuity, Rothschild or any of their respective affiliates accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Offer and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of J.P. Morgan Cazenove, Numis, Canaccord Genuity and Rothschild and their respective affiliates accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, overallot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.