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Corporate governance and Aim Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules (May 2014). This information is up-to-date as at 10 February 2015.

Description of the Business

CareTech Holdings PLC provides care and support to individuals in need. This is mainly for people who have a learning disability, some of whom may have associated physical or psychological impairment. However, the company supports a smaller number of people with other disorders including those with autism, sensory impairment, physical disabilities or mental health problems.

Many of the services are offered in residential care settings on a small homely scale, including a number of nursing homes. All the residential homes are registered with the UK Government regulator, the Care Standards Commission. CareTech also provides care and support to a significant number of people who have their own tenancies (supported living) and in various day centres or hostel type accommodation.

The company was formed in 1993 and was admitted to the AIM market at the London Stock Exchange in October 2005.

CareTech was recognised as the Coutts Family Business of the Year in 2008.

The Directors of CareTech Holdings PLC

The Executive Directors

Farouq Sheikh – Founder and Executive Chairman
Farouq has been a key architect in CareTech's growth, having been involved in the vision and strategy from the outset in 1993. His intimate knowledge of the sector, commercial experience and negotiating expertise has supported the group's growth. Farouq and his brother Haroon have achieved considerable recognition and Farouq became the 2008 Laing and Buisson Entrepreneur of the Year. He has presented at many Health Care Conferences raising awareness of PLD issues.

Haroon Sheikh – Founder and Chief Executive
Haroon, a London University graduate, brings commercial acumen, care sector experience and property knowledge that has helped drive business and service growth. He leads day to day management of the business and has a deep commitment to delivering high quality care and support to people who have a learning difficulty.

Michael Hill – Finance Director
Michael qualified as a chartered accountant in 1975 and became a Fellow of the Institute of Chartered Accountants in 1979. He also has an MBA and a Diploma in Marketing. Over a long career, Michael has gained top tier experience as Finance Director of FTSE -250 quoted Mersey Docks & Harbour Company and with the care sector as Director of Finance with Community Integrated Care and Finance Director with National Fostering Agency.

As Managing Director of CareTech Fostering Holdings, he has built the fostering division of CareTech and was appointed Group Finance Director and Company Secretary of CareTech Holdings PLC on 2 August 2011.

The Non-Executive Directors

Karl Monaghan
After graduating with a BSc in Commerce, Karl trained as a Chartered Accountant with KPMG in Dublin. He later worked in the corporate finance teams of various banks including Credit Lyonnais Securities and Robert W. Baird. He set up Ashlin Capital LLP in December 2002 to provide consultancy to private and quoted companies.

Mike Adams OBE
Mike has a significant track record in the social care and disability sectors. For 5 years he was Director of the National Disability Team responsible for policy and practice for disabled students in higher education. Mike was Director of the Disability Rights Commission for 2 years and has been Chiel Executive Officer of Essex Coalition of Disabled People, a leading user-led organisation, since October 2007. Mike has recently been acting Chair of a large acute hospital trust in Essex and has previously undertaken the role of a visiting professor at Leeds Metropolitan University.

Jamie Cumming
Jamie who was educated at Strathclyde university has a strong track record with extensive experience in the City which will prove invaluable on both the corporate side and more generally in investor relations. He has led corporate advisory and broking businesses, acting as head of desk and as chief executive officer. He will chair the Remuneration Committee and sit on the Audit Committee and the Care Governance and Safeguarding Committee.

Director Responsibilities

Farouq Sheikh as Executive Chairman leads the company's strategic development and takes a special responsibility in respect of acquisitions and investor relations.

Haroon Sheikh is the Chief Executive and accountable to the Board for the day to running of the company as well as management of the strategic plan.

Michael Hill is the Group Finance Director and Company Secretary, taking day to day responsibility for all aspects of financial management and delivery of the financial targets of the company. Michael is a member of the Care Governance and Safeguarding Committee.

Karl Monaghan is a member of both the Audit Committee (Chairman) and Care Governance and Safeguarding Committee and the Remuneration Committee.

Mike Adams OBE is a member of the Audit Committee and the Remuneration Committee, as well as the Care Governance and Safeguarding Committee (Chairman).

Jamie Cumming is a member of the Audit Committee and Care Governance and Safeguarding Committee as well as the Remuneration Committee (Chairman). 

Board Committees

Audit Committee

  • Karl Monaghan – Chairman
  • Mike Adams OBE
  • Jamie Cumming

The committee meets at least twice each year and is responsible for making recommendations to the Board on the appointment of auditors and the audit fee; for reviewing the conduct and control of the annual audit and for reviewing the internal financial controls.

Remuneration Committee

  • Jamie Cumming - Chairman
  • Karl Monaghan
  • Mike Adams OBE

The committee will review the performance of executive directors and set the scale and structure of their remuneration. The committee will review the basis of the executive service agreements with due regard to the interests of shareholders and determine from time to time the allocation of share options to employees.

Corporate Governance
CareTech is incorporated in England (Registration Number 4457287) which is also currently its sole country of operation.

As a Company quoted on AIM, the Company is not required to comply with the UK Corporate Governance Code(the 'Code'). However the Board is accountable to the Company's Shareholders for ensuring effective governance and therefore strives to apply best practice and materially to comply with the UK Corporate Governance Code to the extent that the Board considers it is appropriate for a public company of its size and complexity.

For further information on corporate governance please refer to the company's 2013 annual report pages 28-30. This report is attached to this web site and is also available at the following link: Annual Report 2013.

Care Governance and Safeguarding Committee

  • Mike Adams – Chairman
  • Michael Hill
  • Jamie Cumming
  • Karl Monaghan

The committee will closely examine and pursue improvement to all matters relating to care governance and the safeguarding of those we support.

Current Constitutional Documents
View the Articles of Association.

UK City Code on Takeovers & Mergers
CareTech Holdings PLC is subject to the UK City Code on Takeovers and Mergers.

Details of any other exchanges or trading platforms
The company is not listed on any other exchanges or trading platforms.

Number of securities in issue

This information is up-to-date as at 02 December 2015.

Details of the securities in issue at the time of this notice, the number of shares held as treasury shares and insofar as the company is aware, the percentage of securities that are not in public hands together with the identity and percentage holdings of significant shareholders.

Percentage of shares not in public hands 30.63%
Employee Share Trust 1,686,131
Treasury Shares 0
Number of Shares 64,243,439
3% Shareholders:
Westminster Holdings Limited 11,263,518 17.54%
Henderson Global Investors 8,960,779 13.96%
Octopus Investments Nominees Limited 4,959,170  7.72%
Hof Hoorneman Bankiers 3,151,123 4.91%
Hendrik M Van Heijst 2,870,000 4.47%
Hargreave Hale 3,311,320 5.16%
Theodoor Gilissen Bankiers 2,571,727 4.01%
Brooks Macdonald Asset Management 2,539,111 3.96%
Majedie Asset Management 2,272,039 3.54%
Cosaraf Trust 2,060,091 3.21%
Norges Bank 1,988,444 3.1%

Details of any restrictions on the transfer of securities
There are no restrictions on the transfer of securities except those affected by the lock in arrangements for certain Executive Directors of the company.

Admission Document
View the Company's admission document

Financial Information
View the Company's annual and interim reports

Company Announcements
View all company announcements

Shareholder Information – Documents and Circulars
View shareholder documents and circulars

Advisers

Nominated Adviser and Broker
Panmure Gordon and Co.
One New Change
London, EC4M 9AF

www.panmure.com

Joint Broker

W.H.Ireland
24, Martin Lane

London, EC4R 0DR

http://www.wh-ireland.co.uk

Auditor
Grant Thornton UK LLP
202 Silbury Boulevard
Central Milton Keynes
MK9 1LW

Solicitors
Pinsent Masons
City Point
One Ropemaker Street
London, EC2Y 9AH

Bankers
The Royal Bank of Scotland PLC
280 Bishopsgate
London
EC2M 4RB

Lloyds TSB Bank PLC
Large Corporate
25 Gresham Street
London
EC2V 7HN

Allied Irish Banks PLC
Corporate Banking
9/10 Angel Court
London EC2R 7AB

Alliance & Leicester PLC
Santander Corporate Banking
2 Triton Square
Regents Place
London NW1 3AN

Registrars
Capita Assets Services
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire
HD8 0GA
Shareholder Services Helpline: 0871 664 0300
(calls cost 10p per minute plus network extras, lines are open 8.30am-5.30pm Mon-Fri)

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