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 OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
12 May 2025
RECOMMENDED CASH ACQUISITION
OF
care reit plc ("CRT plc ")
BY
CR UNITED BIDCO LTD (" Bidco ")
( a wholly-owned subsidiary of CareTrust REIT, Inc. ("CareTrust"))
Cancellation of Listing
On 11 March 2025, the boards of CareTrust and CRT plc announced that they had reached agreement on the terms and conditions of a recommended all-cash acquisition pursuant to which Bidco, a newly-incorporated wholly-owned subsidiary of CareTrust, would acquire the entire issued and to be issued ordinary share capital of CRT plc (excluding any Scheme Restricted Shares) (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Capitalised terms used but not defined in this Announcement have the meanings given to them in the scheme document published on 2 April 2025 containing the full terms and conditions of the Acquisition (the "Scheme Document").
Further to the announcement made by CRT plc on 9 May 2025 that the Scheme has become Effective in accordance with its terms, CRT plc confirms that the listing of ordinary shares in CRT plc on the Official List and their admission to trading on the London Stock Exchange's Main Market for listed securities have been cancelled with effect from 7:30 a.m. (London time) today, 12 May 2025.
Full details of the Acquisition are set out in the Scheme Document.
Enquiries:
| CareTrust / Bidco |
|
| Dave Sedgwick |
+1 (949) 542 3134 |
| Piper Sandler Limited (Financial Adviser to CareTrust and Bidco) |
|
| Richard Singh Damian Thornton Frederic Bloquel |
+44 (0) 20 7796 8400 |
| J.P. Morgan Cazenove (Financial Adviser to CareTrust and Bidco) |
|
| Ashish Agrawal Jonty Edwards Edward Hatter |
+44 (0) 20 3493 8000 |
| CRT plc |
|
| Simon Laffin, Independent Chair |
Via H/Advisors Maitland |
| Jefferies International Limited (Financial Adviser & Joint Corporate Broker to CRT plc) |
|
| Tom Yeadon Rishi Bhuchar Paul Bundred Andrew Morris Thomas Bective |
+44 (0) 20 7029 8000 |
| Winterflood Securities Limited (Joint Corporate Broker to CRT plc) |
|
| Joe Winkley Neil Langford |
+44 (0) 203 100 0000 |
| H/Advisors Maitland (Communications Adviser to CRT plc) |
+44 207 379 5151 |
| Neil Bennett Billy Moran |
+44 (0) 7900 000777 +44 (0) 755 491 2008 |
Important notices
Piper Sandler Limited ("Piper Sandler"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser exclusively to CareTrust and Bidco and for no one else in connection with the Acquisition and the matters set out in this Announcement and will not regard any other person as its client in relation to the Acquisition and the matters in this Announcement and will not be responsible to anyone other than CareTrust and Bidco for providing the protections afforded to clients of Piper Sandler nor for providing advice in relation to any matter referred to in this Announcement. Neither Piper Sandler nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Piper Sandler in connection with the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.
J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorized in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority) ("J.P. Morgan") , is acting as financial adviser exclusively for CareTrust and Bidco 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 in this Announcement and will not be responsible to anyone other than CareTrust and Bidco for providing the protections afforded to clients of J.P. Morgan, nor for providing advice in relation to any matter referred to herein.
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for CRT plc and for no one else in connection with the Acquisition and the matters set out in this Announcement and will not regard any other person as its client in relation to the Acquisition and the matters in this Announcement and will not be responsible to anyone other than CRT plc for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.
Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for CRT plc and for no one else in connection with the Acquisition and the matters set out in this Announcement and will not regard any other person as its client in relation to the Acquisition and the matters in this Announcement and will not be responsible to anyone other than CRT plc for providing the protections afforded to clients of Winterflood nor for providing advice in relation to any matter referred to in this Announcement. Neither Winterflood nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Winterflood in connection with the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.
General
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriate authorised independent financial adviser.
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