Offer Update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

10 September 2018

Publication of Scheme Document

On 16 August 2018 the boards of Cambian Group plc ("Cambian") and CareTech Holdings PLC ("CareTech") announced that they had reached agreement on the terms of a recommended acquisition of Cambian by CareTech, pursuant to which CareTech will acquire the entire issued and to be issued ordinary share capital of Cambian (the "Transaction"). The Transaction is intended to be implemented by means of a scheme of arrangement of Cambian under Part 26 of the Companies Act 2006 (the "Scheme").

That announcement stated, in accordance with the City Code on Takeovers and Mergers (the "Takeover Code"), that Cambian would send to its shareholders a scheme document containing, amongst other things, the full terms and conditions of the Scheme and notices convening a court meeting and general meeting of Cambian's shareholders (the "Scheme Document"), as soon as practicable and in any event within 28 days of that announcement (or such date as agreed between CareTech, Cambian and the Panel on Takeovers and Mergers (the "Panel")).

CareTech and Cambian have agreed to extend the date by which the Scheme Document must be sent to Cambian's shareholders. Accordingly, the Scheme Document is expected to be sent to Cambian's shareholders during the week commencing 17 September 2018 and on the same date as CareTech publishes its combined prospectus and AIM admission document in connection with the Transaction (the "CareTech Prospectus"). The Panel has consented to this extension.

Enquiries:

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities of Cambian or CareTech in any jurisdiction pursuant to the Transaction in contravention of applicable law.

The Transaction will be implemented solely pursuant to the Scheme Document to be distributed to Cambian's shareholders, which, together with the relevant forms of proxy and the form of election will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction and how to make an election under the full cash alternative set out therein. Any vote in respect of the Scheme or other response in relation to the Transaction should be made only on the basis of the information contained in the Scheme Document and the CareTech Prospectus. This announcement does not constitute a prospectus or prospectus equivalent document.

No person should construe the contents of this announcement as legal, financial or tax advice and any interested person should consult its own advisors in connection with such matters.

Important notices

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Cambian and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Cambian for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. Investec is acting exclusively for Cambian and no one else in connection with the matters set out in this announcement. In connection with such matters, Investec will not regard any other person other than Cambian as their client, nor will Investec be responsible to anyone other than Cambian for providing the protections afforded to clients of Investec or for providing advice in relation to the contents of this announcement or any other matter referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Cambian and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Cambian for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.

Information for overseas persons

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and should observe, any applicable requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such requirements by any person.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdictions outside England and Wales.

Unless otherwise determined by CareTech or required by the Takeover Code, and permitted by applicable law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Transaction by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, posted or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Transaction (including custodians, nominees and trustees) must not post or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the CareTech shares proposed to be issued in connection with the Transaction to Cambian's shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident (including affecting the ability of such shareholder to vote their Cambian shares with respect to the Scheme and the Transaction at a court meeting and general meeting of Cambian's shareholders, or to execute and deliver forms of proxy appointing another to vote at such meetings on their behalf).

Publication on website and hard copies

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Transaction is sent or made available to Cambian's shareholders in that jurisdiction, on Cambian's website at http://www.cambiangroup.com promptly and in any event by no later than 12 noon (London time) on 11 September 2018. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

A person so entitled may request a copy of this announcement in hard copy form (hard copies will not be provided unless requested). Hard copies may be requested by contacting Cambian's registrars, Equiniti, at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by telephone on 0371 384 2050 (non-UK callers +44 (0) 121 415 0259), providing your full name and the full address to which the hard copy may be sent.