Response to Statement from Cambian Group PLC

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

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014

FOR IMMEDIATE RELEASE 10 July 2018

CareTech Holdings PLC

("CareTech" or the "Company")

Response to statement from Cambian Group PLC and media speculation

CareTech Holdings PLC (AIM: CTH), a pioneering provider of specialist social care services in the UK, notes the announcement released today by Cambian Group PLC ("Cambian") in response to media speculation regarding a possible offer for Cambian by CareTech.

CareTech confirms that it is in discussions with the board of directors of Cambian regarding a possible offer for Cambian to be satisfied by a combination of CareTech shares and a cash consideration funded through new debt facilities.

This announcement does not constitute a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any firm offer will be made or on what terms it would occur.

A further announcement will be made as and when appropriate.

About CareTech

CareTech is a leading provider of specialist social care services, supporting adults and children with a wide range of complex needs in more than 260 specialist services around the UK.

Committed to the highest standards of care and care governance, CareTech provides its innovative care pathways through five divisions covering adult learning disabilities, specialist services, young people residential services, foster care and learning services which come under the two outcome-based sectors of Adult Services and Young People Services.

CareTech, which was founded in 1993, began trading on the AIM market of the London Stock Exchange in October 2005 under the ticker symbol AIM: CTH. Its property portfolio comprises more than 200 properties.

For further information, please visit: https://www.caretech-uk.com/

Enquiries:

CareTech Holdings PLC

Tel: +44 (0)17 0760 1800

Farouq Sheikh, Executive Chairman

Michael Hill, Group Finance Director

Jefferies International Limited (Financial Adviser)Tel: +44 (0)20 7029 8000

Christopher Dickinson

Ashwin Pai

Tariq Hussain

Panmure Gordon (Nomad and Joint Broker)

Tel: +44 (0)20 7886 2500

Corporate Finance: Freddy Crossley, Emma Earl, Peter Steel

Corporate Broking: Charles Leigh-Pemberton

WH Ireland (Joint Broker)

Tel: +44 (0)20 7220 1666

Adrian Hadden

Chris Viggor

Buchanan (PR Adviser)

Tel: +44 (0)20 7466 5000

Mark Court

Sophie Wills

Tilly Abraham

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Disclosure under Rule 2.9 of the Code

In accordance with Rule 2.9 of the Code, CareTech confirms that, as at the date of this announcement, it had in issue 75,691,423 ordinary shares of 0.5 pence each in issue (excluding ordinary shares held in treasury) and admitted to trading on the AIM Market of the London Stock Exchange. CareTech's International Securities Identification Number ("ISIN") is GB00B0KWHQ09.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on CareTech's website at www.CareTech-uk.com/investors as soon as possible and, in any event, by no later than 12 noon on 11 July 2018.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Financial Adviser disclosure

Jefferies International Limited ("Jefferies") which is regulated in the United Kingdom by The Financial Conduct Authority, is acting as lead financial adviser exclusively for CareTech and no one else in connection with the matters set out in this announcement. In connection with such matters, Jefferies will not regard any other person as their client, nor and will not be responsible to anyone other person than CareTech for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Nomad and Joint Broker to CareTech and no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than CareTech for providing the protections afforded to clients of Panmure Gordon, nor for providing advice in relation to the matters set out in this announcement or any matters referred to in this announcement.

Cautionary note regarding forward-looking statements

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations, financial performance, business strategy or plans for future operations of Cambian and/or CareTech. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by CareTech in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate.

By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. CareTech does not assume any obligation to, and does not intend to, update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.