23rd Mar 2022 16:52
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Computershare Trustees (Jersey) Limited as trustee of the Caretech Holdings Employees' Share Trust
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(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. | CareTech Holdings plc as settlor
Beneficiaries are any person who is a bona fide employee or former employee of any member of CareTech Holdings plc or any subsidiary of CareTech Holdings plc from time to time and any dependant (spouse, widow or widower, child or step-child under the age of 18) of any such employee or former employee except any person resident in Jersey. |
(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
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(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
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(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure |
23/03/2022 |
(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" | NO |
2. POSITIONS OF THE PERSON 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 following the dealing (if any)
Class of relevant security:
| 0.5p Ordinary Shares in CareTech Holdings plc | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 3,644,1901 | 3.22 | ||
(2) Cash-settled derivatives:
| ||||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | ||||
TOTAL: | 3,644,1901 | 3.22 | ||
1The Caretech Holdings Employees' Share Trust ("EBT") holds 81,587 unencumbered ordinary shares and 3,562,603 jointly owned ordinary shares pursuant to Executive Share Ownership Plans. The following directors and persons acting in concert with both the Offeree and the Offeror are interested in shares jointly held with the EBT:
Persons connected to the Offeror:
- 720,000 Ordinary Shares on behalf of Haroon Sheikh (Chief Executive Officer of CareTech Holdings plc)
- 720,000 Ordinary Shares on behalf of Farouq Sheikh (Executive Chairman of CareTech Holdings plc)
- 155,250 Ordinary Shares on behalf of Christopher Dickinson (Chief Financial Officer of CareTech Holdings plc)
- 20,000 Ordinary Shares on behalf of Dr Junaid Bajwa (a director of certain Sheikh Holdings Group (Investments) Limited subsidiaries
Persons connected to the Offeree:
- 93,750 Ordinary Shares on behalf of Mike Adams (Non-executive Director of CareTech Holdings plc)
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).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | |
Details, including nature of the rights concerned and relevant percentages: |
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
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(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
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(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure 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" |
As regards voting rights, once the shares have doubled in value, the employee benefit trust ("Co-owner") is obliged to cast the votes in accordance with the participating employee's instructions. Until the jointly owned shares have doubled in value the Co-owner will refrain from voting on the jointly owned shares. The participant and Co-owner shall be entitled to take up all other rights and entitlements relating to the shares under joint ownership (e.g. on a rights issue).
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(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 23 March 2022 |
| Contact name: | Fahrina Maharaj |
| Telephone number*: | 01707601800 |
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.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
CTH.L