8th Nov 2019 07:00
For immediate release | 8 November 2019 |
CareTech Holdings PLC
("CareTech" or "the Group")
Share Plan, Issue of Equity, PDMR dealings and Total Voting Rights
CareTech Holdings PLC (AIM: CTH), a pioneering provider of specialist social care and education services to adults and children in the UK, makes a further announcement pursuant to the Trading Update on 24 October 2019. At that time, the Company announced its most wide-ranging share incentive plan to include over 550 individuals from across the business including home managers, back office staff and executive management.
Today the Company has issued a total of 2,504,475 new ordinary shares of 0.5p in the Company (the "New Ordinary Shares") under an Executive Shared Ownership Plan ("Share Plan") to 30 senior and executive management. There will now be over 600 staff members participating in various share option plans.
The Share Plan was created in 2015 and this will be the third such issuance under the Share Plan. The New Ordinary Shares will be jointly acquired by the employee benefit trust, which is managed independently by Computershare Trustees (Jersey) Limited (the "EBT") and award recipients, at a price of 399.17 per share, being the average closing share price for the three days ending 6 November 2019.
Application has been made for the New Ordinary Shares to be admitted to trading on AIM ("Admission") and is expected to take place on 13 November 2019. The New Ordinary Shares rank equally in all respects with the existing ordinary shares.
An award under the Share Plan enables the participant to benefit only from the future growth in the value of the New Ordinary Shares above their market value on the award date, in excess of a "carrying cost" of 3% per annum.
The vesting of the Share Plan requires specific performance conditions being satisfied. As with the previous issuance of the Share Plan, the target is an EPS Target which requires the growth in the Company's underlying Diluted EPS over the three-year period beginning on the date of issue of the awards to be at least 15% (being an average 5% annual growth rate, calculated without compounding). Participants may not normally realise any such benefit from the Share Plan awards before 8 November 2022.
There are 30 participants in the ExSOP for a total number of 2,504,475 shares. The following executive Directors and PDMRs were granted awards under the Share Plan whereby each would acquire (with the EBT) joint interests in the following numbers of New Ordinary Shares:
Director /PDMR | Title | Number of New Ordinary Shares jointly owned |
Haroon Sheikh | Chief Executive Officer | 400,000 |
Farouq Sheikh | Executive Chairman | 400,000 |
Mike Adams | Care Partnerships Director | 93,750 |
John Ivers | Chief Operating Officer | 225,000 |
Christopher Dickinson | Cambian Chief Financial Officer | 155,250 |
David Parkinson | Group Financial Controller | 60,000 |
Andrew Lee | Group Commercial Director | 60,000 |
Nasir Quraishi | HR Director | 97,500 |
Non-Executive Directors will not participate in the Share Plan.
Award recipients, including Directors, will have voting rights in respect of the New Ordinary Shares should the Company's share price at a specified time prior to a shareholders meeting be more than double at that time. Other than in these circumstances, voting rights are held by the EBT.
The New Ordinary Shares issued under the Share Plan are eligible for dividends with the Award recipients being entitled to a proportion of the dividend based on their economic interest in the Award share at that time.
The New Ordinary Shares represent around 2.2% of the Company's issued share capital following grant.
Total voting rights
Following issue of the New Ordinary Shares and taking into account 1,066 ordinary shares which have been issued since 31 October 2019 pursuant to the Company's block admission facility in respect of the exercise of shares options, the Company has 111,690,985 Ordinary Shares in issue. There are no shares held in treasury. The total number of voting rights in the Company is therefore 111,690,985.
The above figure of 111,690,985 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Farouq Sheikh, CareTech's Executive Chairman, commented:
"I am delighted to be announcing further details of our share incentive arrangements. The inclusion of a very broad range of staff, and especially our home managers, demonstrates our commitment to create a culture of share ownership and to ensure that our staff share in the success of our business.
"For the Executive Share Option Plan, the participants are required to make a financial commitment upfront for a vesting in the next three years demonstrating their commitment to the journey we are on."
For further information, please contact:
CareTech Holdings PLC 01707 601800
Farouq Sheikh, Executive Chairman
Gareth Dufton, Interim Group Finance Director
Buchanan (PR Adviser) 020 7466 5000
Mark Court
Tilly Abraham
Panmure Gordon (Nomad and Joint Broker) 020 7886 2500
Emma Earl
Freddy Crossley
Charles Leigh-Pemberton
WH Ireland (Joint Broker) 020 7220 1666
Adrian Hadden
Jessica Cave
Matthew Chan
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.
About CareTech
CareTech Holdings plc is a leading provider of specialist social care and education services, supporting around 4,500 adults and children with a wide range of complex needs in more than 550 residential facilities and specialist schools around the UK and employing approximately 10,000 staff.
Committed to the highest standards of care and care governance, CareTech provides its innovative care pathways covering; Adult learning disabilities and specialist services; Children's residential and education services; and foster care.
CareTech, which was founded in 1993, began trading on the AIM market of the London Stock Exchange in October 2005 under the ticker symbol CTH.
For further information please visit: www.caretech-uk.com
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| 1. Haroon Sheikh - Chief Executive Officer 2. Farouq Sheikh - Executive Chairman 3. Mike Adams - Care Partnerships Director 4. John Ivers - Chief Operating Officer 5. Christopher Dickinson - Cambian Chief Financial Officer 6. David Parkinson - Group Financial Controller 7. Andrew Lee - Group Commercial Director 8. Nasir Quraishi - HR Director
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2
| Reason for the notification
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a)
| Position/status
| See 1(a) above for all positions - all classified as PDMRs of the Company | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Caretech | ||||
b)
| LEI
| 213800HI1AZG2GLBYF65 | ||||
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 of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 0.5p each
GB00B0KWHQ09 | ||||
b)
| Nature of the transaction
| Awards of ordinary shares pursuant to an ExSOP and subject to vesting criteria | ||||
c)
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Price(s) and volume(s) |
| ||||
d)
| Aggregated information
- Aggregated volume - Price
|
1,491,500 Ordinary Shares in aggregate All at 399.17p | ||||
e)
| Date of the transaction
| 7 November 2019 | ||||
f)
| Place of the transaction
| London Stock Exchange | ||||
Related Shares:
CTH.L