Schedule 1 Update - CareTech Holdings PLC

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

CareTech Holdings PLC ("CareTech" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

5th Floor

Metropolitan House

3 Darkes Lane

Potters Bar

EN6 1AG

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.caretech-uk.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Admission is being sought as a result of the proposed reverse takeover of Cambian Group plc ("Cambian" and, following completion of the acquisition by CareTech, the "Enlarged Group") (the "Acquisition").

CareTech is a leading provider of specialist social care services, supporting adults and children with a wide range of complex needs in approximately 330 specialist services around the UK. The Company provides care pathways through five divisions covering adult learning disabilities, specialist services, young people residential services, foster care and learning services.

Cambian is a leading UK children's specialist education and behavioural health service provider. Cambian's services have a specific focus on children who present high severity needs with challenging behaviours and complex care requirements across a portfolio of 222 residential facilities.

Cambian's service offering and geographical coverage is highly complementary to CareTech's which will provide the Enlarged Group with a nationwide integrated care pathway focused on higher acuity social care. The combined operational expertise of the Enlarged Group is expected to better service local authority partners, deliver strong user outcomes, implement positive staff engagement and result in improved care quality.

The Enlarged Group's main country of operation is the United Kingdom.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

108,880,240 Ordinary Shares of 0.5 pence each in the share capital of the Company ("Ordinary Shares") to be admitted, consisting of 75,691,423 existing Ordinary Shares, and 33,188,817 new Ordinary Shares issued in respect of the consideration for the Acquisition.

No Ordinary Shares to be held in treasury.

There are no restrictions on the transfer of ordinary shares.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Anticipated market capitalisation on admission: £377 million (depending on the prevailing mid-market share price of the Company immediately prior to admission).

No capital to be raised on admission.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 35.9%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

Not applicable

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors on admission:

Farouq Rashid Sheikh (Executive Chairman)

Haroon Rashid Sheikh (Chief Executive Officer)

Michael Gerard Hill (Chief Financial Officer)

James ("Jamie") Stuart Cumming (Non-executive Director)

Karl Upton Monaghan (Non-executive Director)

Michael ("Mike") John Adams OBE (Non-executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

No persons to be disclosed.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 September.

(ii) With respect to CareTech, 31 March 2018 (unaudited interim financial information).

With respect to Cambian, 30 June 2018 (unaudited interim financial information).

(iii) 31 March 2019, 30 June 2019, 31 March 2020.

EXPECTED ADMISSION DATE:

19 October 2018

NAME AND ADDRESS OF NOMINATED ADVISER:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

NAME AND ADDRESS OF BROKER:

Joint Broker:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

Joint Broker:

W.H. Ireland

24 Martin Lane

London

EC4R 0DR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document, which contains full details about the Company and the admission of its Ordinary Shares, is available to view on the Company's website, details of which are given above.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

UK Corporate Governance Code (published July 2018).

DATE OF NOTIFICATION:

18 October 2018

NEW/ UPDATE:

Update