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Form 8 (OPD) (CareTech Holdings Plc)

5 May 2022 07:00

RNS Number : 3778K
Sheikh Holdings
05 May 2022
 

FORM 8 AMENDMENT

 

The (Form 8) - Sheikh Holdings announcement released on (18/03/2022) at (16:24) under RNS No 3343F has been amended.

 

Amendments are identified with an asterisk (*).

 

The full amended text is shown below.

 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 

(a) Full name of discloser:

SHEIKH HOLDINGS GROUP (INVESTMENTS) LIMITED

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

CARETECH HOLDINGS PLC

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

The latest practicable date prior to the disclosure

4 MAY 2022

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

N/A

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary Shares of 0.5 pence each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0

Nil

0

(2) Cash-settled derivatives:

 

Nil

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0

 

TOTAL:

Nil

0

Nil

0

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b) Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

Nil

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

a) Holdings of subsidiaries of Sheikh Holdings Group (Investments) Limited:

 

Name

Number of Ordinary Shares held

Percentage of total issued share capital (to two decimal places)

Sheikh Ventures Limited1

1,392,145

1.23

Grosvenor (UK) Limited2

1,250,000

1.10

Total:

2,642,145

2.33

 

1 Sheikh Ventures Limited is a 100% owned subsidiary of Sheikh Holdings Group (Investments) Limited, which is wholly owned by Haroon Sheikh and Farouq Sheikh OBE and their immediate family.

2 Grosvenor (UK) Limited is a 100% owned subsidiary of Sheikh Holdings Group (Investments) Limited, which is wholly owned by Haroon Sheikh and Farouq Sheikh OBE and their immediate family, and is beneficially interested in these shares via a Contract for Difference which was effected at a price of 350 pence per share.

 

b) Options and awards held by directors of Sheikh Holdings Group (Investments) Limited:

 

Name

Maximum number of CareTech shares awarded (Ordinary Shares)

Date of grant

Date of vesting or exercise period

Exercise price

CareTech Sharesave Scheme 2020

Farouq Sheikh OBE

5,070

1 November 2020

1 November 2023 - 30 April 2024

355 pence

Haroon Sheikh

5,070

1 November 2020

1 November 2023 - 30 April 2024

355 pence

CareTech Long Term Incentive Plan 2020

Farouq Sheikh OBE

123,203

20 December 2020

20 December 2023

Nil cost

Farouq Sheikh OBE

104,785

15 December 2021

15 December 2024

Nil cost

Haroon Sheikh

138,604

20 December 2020

20 December 2023

Nil cost

Haroon Sheikh

117,883

15 December 2021

15 December 2024

Nil cost

Total:

494,615

 

c) Holdings of companies or related trusts of the directors of Sheikh Holdings Group (Investments) Limited:

 

Name

Number of Ordinary Shares held

Percentage of total issued share capital (to two decimal places)

Westminster Holdings Limited3

9,297,864

8.20

Cosaraf Pension Fund4

230,000

0.20

Computershare Trustees (Jersey) Limited5

720,000

0.64

Computershare Trustees (Jersey) Limited6

720,000

0.64

*CareTech Charitable Foundation7

1,000,000

0.88

Total:

11,967,864

10.56

 

3 Westminster Holdings Limited is a company owned by a trust, the beneficiaries of which include Haroon Sheikh and Farouq Sheikh OBE.

4 Cosaraf Pension Fund is a self-administered pension scheme established for the benefit of Haroon Sheikh and Farouq Sheikh OBE.

5 Computershare Trustees (Jersey) Limited is CareTech Holdings PLC's employee benefit trust and holds these Ordinary Shares on behalf of Haroon Sheikh.

6 Held on behalf of Farouq Sheikh OBE.

7 CareTech Charitable Foundation is an independent grant-making corporate foundation founded and funded by CareTech Holdings PLC.

 

 

d) Holdings of close relatives of the directors of Sheikh Holdings Group (Investments) Limited:

 

Name

Number of Ordinary Shares held

Percentage of total issued share capital (to two decimal places)

Dr Junaid Bajwa8

7,042

0.01

 

8 Dr Junaid Bajwa is a director of certain Sheikh Holdings Group (Investments) Limited subsidiaries.

 

e) Options and awards held by close relatives of the directors of Sheikh Holdings Group (Investments) Limited or individuals otherwise acting in concert with Sheikh Holdings Group (Investments) Limited:

 

Name

Maximum number of CareTech shares awarded (ordinary shares)

Date of grant

Date of vesting

Exercise price

CareTech Sharesave Scheme 2020

Aleena Sheikh9

5,070

1 November 2020

1 November 2023 - 30 April 2024

355 pence

Christopher Dickinson10

5,070

1 November 2020

1 November 2023 - 30 April 2024

355 pence

CareTech Long Term Incentive Plan 2020

Christopher Dickinson

92,402

15 December 2020

15 December 2023

Nil cost

Christopher Dickinson

78,588

15 December 2021

15 December 2024

Nil cost

Total:

181,130

 

9 Aleena Sheikh is a close relative of Haroon Sheikh and Farouq Sheikh OBE.

10 Christopher Dickinson is Chief Financial Officer and director of CareTech Holdings PLC.

 

f) Holdings of companies or related trusts of close relatives of the directors of Sheikh Holdings Group (Investments) Limited or individuals otherwise acting in concert with Sheikh Holdings Group (Investments) Limited:

 

Name

Number of Ordinary Shares held

Percentage of total issued share capital (to two decimal places)

Computershare Trustees (Jersey) Limited11

155,250

0.14

Computershare Trustees (Jersey) Limited12

20,000

0.02

Essential Guides (UK) Limited13

11,905

0.01

Total:

187,155

0.17

 

11 Held on behalf of Christopher Dickinson.

12 Held on behalf of Dr Junaid Bajwa.

13 Essential Guides (UK) Limited is a company owned 50% by Dr Junaid Bajwa who is a director of certain Sheikh Holdings Group (Investments) Limited subsidiaries.

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

5 May 2022

Contact name:

Sheeam Hussain

Telephone number:

01707 661503

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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END
 
 
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