TIDMCTH
RNS Number : 3450A
CareTech Holdings PLC
23 March 2017
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 GBP39
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 % of issued
No. Ordinary Shares share capital
Shares % of current held immediately immediately
currently issued following following
held share capital Admission 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 GBP0.13 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 Initial Notification
/Amendment
--- ----------------------- --------------------------------------------
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 Ordinary Shares of 0.5 pence
of the financial each
instrument,
type of instrument
--- ----------------------- --------------------------------------------
b) Identification GB00B0KWHQ09
code
--- ----------------------- --------------------------------------------
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 Farouq Sheikh - 153,919 Ordinary
volume(s) 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 N/A
- Aggregated
volume
- Price
--- ----------------------- --------------------------------------------
e) Date of the 22 March 2017
transactions
--- ----------------------- --------------------------------------------
f) Place of the Outside a trading venue
transaction
--- ----------------------- --------------------------------------------
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 Initial Notification
/Amendment
--- ----------------------- ---------------------------------------
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 Ordinary Shares of 0.5 pence
of the financial each
instrument,
type of instrument
--- ----------------------- ---------------------------------------
b) Identification GB00B0KWHQ09
code
--- ----------------------- ---------------------------------------
c) Nature of the Sale of Ordinary Shares
transactions
--- ----------------------- ---------------------------------------
d) Price(s) and Volume(s):
volume(s) 2,061,091 Ordinary Shares
Price:
355 pence per Ordinary Share
--- ----------------------- ---------------------------------------
d) Aggregated information N/A
- Aggregated
volume
- Price
--- ----------------------- ---------------------------------------
e) Date of the 23 March 2017
transactions
--- ----------------------- ---------------------------------------
f) Place of the London Stock Exchange, AIM Market
transaction (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 Initial Notification
/Amendment
--- ----------------------- ------------------------------------
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 Ordinary Shares of 0.5 pence
of the financial each
instrument,
type of instrument
--- ----------------------- ------------------------------------
b) Identification GB00B0KWHQ09
code
--- ----------------------- ------------------------------------
c) Nature of the
transactions Purchase of Ordinary Shares
--- ----------------------- ------------------------------------
d) Price(s) and Shokat Akbar - 2,816 Ordinary
volume(s) 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 N/A
- Aggregated
volume
- Price
--- ----------------------- ------------------------------------
e) Date of the 23 March 2017
transactions
--- ----------------------- ------------------------------------
f) Place of the London Stock Exchange, AIM Market
transaction (XLON)
--- ----------------------- ------------------------------------
Name of authorised official of issuer responsible for making
notification:
Michael Hill
Company Secretary to CareTech Holdings PLC
This information is provided by RNS
The company news service from the London Stock Exchange
END
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