23 Mar 2017 13:45
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
For immediate release | 23 March 2017 |
CareTech Holdings PLC
("CareTech" or "the Company")
Results of Placing
CareTech Holdings PLC (AIM: CTH), a leading UK provider of specialist social care services, is pleased to announce the successful completion of the Placing announced on 22 March 2017.
A total of 13,060,091 Placing Shares, comprising 11,000,000 New Shares and 2,060,091 Sale Shares have been placed by the Bookrunners at a price of 355 pence per share. The Placing has, pursuant to the issue of the New Shares, raised approximately £39 million (before expenses) for the Company.
Panmure Gordon, WH Ireland and finnCap are acting as Bookrunners in connection with the Bookbuild.
Farouq Sheikh, CareTech's Executive Chairman, said:
"We are delighted with the level of support for our oversubscribed fundraising. We would like to take the opportunity to welcome new shareholders onto our register as well as thank our existing investors for their continued support. We look forward to deploying the funds raised for the Company, with a view to generating further value for all our shareholders."
PDMR Dealings
ExSOP
Farouq Sheikh (Executive Chairman), Haroon Sheikh (Chief Executive Officer) and Michael Hill (Group Finance Director) were, pursuant to the CareTech Executive Shared Ownership Plan 2012 ("ExSOP"), previously interested in 285,000, 380,000 and 166,250 Ordinary Shares respectively (831,250 Ordinary Shares in aggregate), with their respective interests in the ExSOP jointly held by the EBT.
Following the announcement of the Placing on 22 March 2017, the Executives served notice, under the terms of the ExSOP, of their intentions to "swap out" their respective interests in the Ordinary Shares previously jointly held with the EBT.
Pursuant to these arrangements:
· Farouq Sheikh, Haroon Sheikh and Michael Hill have each now taken sole ownership of 153,919, 205,226 and 89,786 Ordinary Shares respectively at a deemed price of 351 pence per share (as determined under the rules of the ExSOP). These Ordinary Shares are included in the previously notified 12 month lock-in covering, in aggregate, 2 per cent. of the Company's issued share capital (as enlarged by the issue of the New Shares pursuant to the Placing).
· The EBT took sole ownership of 382,319 Ordinary Shares which, along with a further 88,735 Ordinary Shares, have today been sold on the EBT's behalf.
Cosaraf Trust
As part of the arrangements for the Placing, Cosaraf Trust has sold 2,060,091 Sale Shares at the Placing Price. Cosaraf Trust is a trust whose beneficiaries are the children of Farouq Sheikh and Haroon Sheikh. Farouq Sheikh and Haroon Sheikh are both trustees of the Cosaraf Trust which, accordingly, is classified as one of their Persons Closely Associated ("PCA") under the EU Market Abuse Regulation.
Summary
The interests of Farouq Sheikh and Haroon Sheikh and their PCAs and Michael Hill in the current issued share capital and the Company's issued share capital, as enlarged by the issue of the New Shares under the Placing and immediately following Admission, are set out below:
No. Ordinary Shares currently held | % of current issued share capital | No. Ordinary Shares held immediately following Admission | % of issued share capital immediately following Admission | |
Farouq Sheikh | 485,000 | 0.8% | 638,919 | 0.9% |
Haroon Sheikh | 485,000 | 0.8% | 690,226 | 0.9% |
Westminster Holdings Limited | 11,263,519 | 17.5% |
11,263,519 | 15.0% |
Cosaraf Trust | 2,060,091 | 3.2% | - | - |
Cosaraf Pension Fund | 170,000 | 0.2% | 170,000 | 0.2% |
Total: Farouq Sheikh and Haroon Sheikh and their respective PCAs | 14,463,610 | 22.5% | 12,762,664 | 17.0% |
Michael Hill | 47,619 | 0.1% | 137,405 | 0.2% |
Certain of the Company's senior managers have also agreed to subscribe for, in aggregate, New Shares at the Placing Price raising gross proceeds of approximately £0.13 million for the Company pursuant to the Placing.
Unless the context requires otherwise, capitalised terms in this announcement have the same meanings as defined in the Company's announcement of the Placing released via RNS on 22 March 2017.
Application for admission to trading on AIM and total voting rights
Application has been made to the London Stock Exchange for admission to trading of the New Shares on AIM. It is expected that Admission will take place at or around 8:00 a.m. on or around 28 March 2017 (at which time the Placing will become unconditional) and that dealings in the New Shares on AIM will commence at the same time.
The New Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the New Shares.
CareTech's enlarged issued ordinary share capital immediately following Admission will be 75,196,103 Ordinary Shares with voting rights attached. The Company has no shares in Treasury; therefore the total number of voting rights in CareTech is 75,196,103. This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify an interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
For further information please contact:
CareTech Holdings PLC | 01707 601 800 |
Farouq Sheikh, Executive Chairman | |
Michael Hill, Group Finance Director | |
Buchanan (PR Adviser) |
0207 466 5000 |
Mark Court | |
Sophie Cowles | |
Stephanie Watson | |
Panmure Gordon (Nomad and Bookrunner) | 020 7886 2500 |
Freddy Crossley | |
Charles Leigh-Pemberton | |
Peter Steel | |
WH Ireland (Bookrunner) | 020 7220 1666 |
Adrian Hadden | |
Nick Prowting | |
finnCap (Bookrunner) | 020 7220 0663 |
Geoff Nash | |
Tim Redfern | |
Christian Hobart | |
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCAs") with them.
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Names | Farouq Sheikh, Haroon Sheikh, Michael Hill |
2 | Reason for the notification | |
a) | Position/status
| Farouq Sheikh - Executive Chairman and PDMR Haroon Sheikh - Chief Executive Officer and PDMR Michael Hill - Group Finance Director and PDMR |
b) | Initial notification /Amendment | Initial Notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | CareTech Holdings PLC |
b) | LEI | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 0.5 pence each |
b) | Identification code | GB00B0KWHQ09 |
c) | Nature of the transactions |
Farouq Sheikh (Executive Chairman), Haroon Sheikh (Chief Executive Officer) and Michael Hill (Group Finance Director) (together "Executives") were, pursuant to the CareTech Executive Shared Ownership Plan 2012 ("ExSOP"), previously interested in 285,000, 380,000 and 166,250 Ordinary Shares respectively (831,250 Ordinary Shares in aggregate), with their respective interests in the ExSOP jointly held by the Company's Employee Benefit Trust ("EBT").
Following CareTech's announcement on 22 March 2017, the Executives served notice, under the terms of the ExSOP, of their intentions to "swap out" their respective interests in the Ordinary Shares previously jointly held with the EBT, such that the Executives have taken sole ownership of Ordinary Shares as described in 4d) below. |
d)
| Price(s) and volume(s) | Farouq Sheikh - 153,919 Ordinary Shares Haroon Sheikh - 205,226 Ordinary Shares Michael Hill - 89,786 Ordinary Shares Price: 351 pence per Ordinary Share (as determined under the ExSOP rules) |
d)
| Aggregated information - Aggregated volume - Price | N/A
|
e)
| Date of the transactions | 22 March 2017 |
f) | Place of the transaction | Outside a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Names | Cosaraf Trust |
2 | Reason for the notification | |
a) | Position/status
| Farouq Sheikh and Haroon Sheikh, Executive Chairman and Chief Executive Officer of the Company respectively and PDMRs, are trustees of the Cosaraf Trust and, as such, the Cosaraf Trust is classified as a PCA for the purposes of the EU Market Abuse Regulation. |
b) | Initial notification /Amendment | Initial Notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | CareTech Holdings PLC |
b) | LEI | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 0.5 pence each |
b) | Identification code | GB00B0KWHQ09 |
c) | Nature of the transactions | Sale of Ordinary Shares |
d)
| Price(s) and volume(s) | Volume(s): 2,061,091 Ordinary Shares Price: 355 pence per Ordinary Share |
d)
| Aggregated information - Aggregated volume - Price | N/A
|
e)
| Date of the transactions | 23 March 2017 |
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Names | Shokat Akbar, Fazl Syed, Charlotte Smith, Andrew Lee, John Ivers, Junaid Bajwa, Nasir Quraishi, Wahid Cockar |
2 | Reason for the notification | |
a) | Position/status
| The individuals in 1a) above are all classified as PDMRs of the Company |
b) | Initial notification /Amendment | Initial Notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | CareTech Holdings PLC |
b) | LEI | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 0.5 pence each |
b) | Identification code | GB00B0KWHQ09 |
c) | Nature of the transactions |
Purchase of Ordinary Shares |
d)
| Price(s) and volume(s) | Shokat Akbar - 2,816 Ordinary Shares Fazl Syed - 14,084 Ordinary Shares Charlotte Smith - 1,408 Ordinary Shares Andrew Lee - 3,098 Ordinary Shares John Ivers - 3,385 Ordinary Shares Junaid Bajwa - 7,042 Ordinary Shares Nasir Quraishi - 2,816 Ordinary Shares Wahid Cockar - 2,816 Ordinary Shares Price: all purchases completed at 355 pence per Ordinary Share |
d)
| Aggregated information - Aggregated volume - Price | N/A
|
e)
| Date of the transactions | 23 March 2017 |
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) |
Name of authorised official of issuer responsible for making notification:
Michael Hill
Company Secretary to CareTech Holdings PLC