Possible offer Caretech

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Possible offer for Caretech Holdings PLC (the “Company”) by Sheikh Holdings (the “Possible Offer”).

Access to the website

You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Possible Offer.

If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. Sheikh Holdings reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the website. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of Sheikh Holdings.

This part of the website contains electronic versions of materials relating to the Possible Offer. The materials you are seeking to access are made available by Sheikh Holdings in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to Sheikh Holdings that they are doing so for information purposes only.

To allow you to view information about the Possible Offer, you must read this notice and then click “AGREE”. If you are unable to agree, you should click “DISAGREE” and you will not be able to view information about the Possible Offer.

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Cautionary Note Regarding Forward-Looking Statements

The materials on this part of the website, including information included or incorporated by reference, may contain certain forward-looking statements. These statements are based on the current expectation of the management of Sheikh Holdings and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as “will”, “may”, “should”, “could”, “would”, “can”, “believes”, “intends”, “expects”, “indicates”, “anticipates” or similar words or terms or by discussions of, inter alia, strategies, goals or plans. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Company’s and/or Sheikh Holdings’ operations and potential synergies resulting from an offer; and (iii) the effects of government regulation on the Company’s and/or Sheikh Holdings’ business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. 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 the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, Sheikh Holdings cannot give any assurance that any forward-looking statement will prove to be correct in the future. Sheikh Holdings does not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation. You are therefore cautioned not to place undue reliance on these forward-looking statements.

Responsibility

In relation to any Possible Offer related materials accessible on this area of the website please note any statement of responsibility contained therein.

The documents included in this part of the website issued or published by Sheikh Holdings speak only at the specified date of the relevant document and Sheikh Holdings has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Possible Offer related materials issued or published by Sheikh Holdings, or which relate to Sheikh Holdings and its group, that are accessible on this website, the only responsibility accepted by Sheikh Holdings and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Sheikh Holdings, nor Sheikh Holdings, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Confirmation of understanding and acceptance

• I have read and understood the notice set out above and I agree to be bound by its terms.

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If you are not able to give these confirmations, you should click on DISAGREE below.

Name Download
Project Amalfi - Secured Subordinated Notes Facility Agreement (SIGNED_ DATED AND REDACTED) DOWNLOAD
Project Amalfi - Secured Subordinated Facility Arrangement Fee Letter (Executed Version) (SIGNED_ DATED AND REDACTED) DOWNLOAD
Project Amalfi - Consortium Bid Conduct Agreement (27 June 2022) (SIGNED_ DATED AND REDACTED) DOWNLOAD
Project Amalfi - Agent and Security Agent Fee Letter (execution version) (Amended) (SIGNED_ DATED AND REDACTED) DOWNLOAD
Confidentiality Agreement (dated 5 April 2022) (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Syndication Letter dated 27 Jun 2022 (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Share Exchange Agreement - 27 June 2022 (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Senior Facilities Agreement dated 27 Jun 2022 (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Letter of Intent - OVMK Asset Management (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Letter of Intent - Kernow (SIGNED_ DATED AND REDACTED) DOWNLOAD

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Amalfi - Firm Offer Microsite Disclaimer DOWNLOAD
Amalfi - Letter of Intent - Hargreave Hale Limited (Canaccord) (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Letter of Intent - CareTech Charitable Foundation (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Letter of Intent - Amati (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Irrevocable Undertaking (Mike Adams) (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Facility Agent and Security Agent fee letter dated 27 Jun 2022 (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Dean Street Consent Letter (27 June 2022) (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Consent Letter (Deutsche Bank) (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Consent Letter - Numis (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - Co-op Agreement (27 June 2022) (SIGNED_ DATED AND REDACTED) DOWNLOAD

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Amalfi - Arrangement Fee Letter dated 27 Jun 2022 (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - 2.7 Consent Letter (Panmure) (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - 2.7 Citi Consent Letter (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - 2.7 Announcement (FINAL) DOWNLOAD
Amalfi - 2.7 - Irrevocable Undertaking - RG (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - 2.7 - Irrevocable Undertaking - Lombard (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - 2.7 - Irrevocable Undertaking - Jamie Cumming (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - 2.7 - Irrevocable Undertaking - Stichting (SIGNED_ DATED AND REDACTED) DOWNLOAD
Amalfi - 2.7 - Irrevocable Undertaking - OVMK Asset Management (SIGNED_ DATED AND REDACTED) DOWNLOAD

Possible offer documents

Statement re Possible Offer DOWNLOAD
Extension of PUSU Deadline DOWNLOAD
Extension to deadline Sheikh Holdings DOWNLOAD

2.4 Announcement

2.4 Announcement - Revised possible offer to acquire CareTech Holdings PLC DOWNLOAD

Irrevocable Undertakings

Irrevocable Undertaking - Richard Griffiths DOWNLOAD
Irrevocable Undertaking - Lombard Odier DOWNLOAD

Letters of Intent

Letter of Intent - Kernow DOWNLOAD
Letter of Intent - Canaccord DOWNLOAD
Letter of Intent - Amati DOWNLOAD
Letter of Intent - ASN (Shafqat) DOWNLOAD
Letter of Intent - ASN (His Excellency) DOWNLOAD
Letter of Intent - Tellworth DOWNLOAD
Letter of Intent - Stichting DOWNLOAD
Letter of Intent - OVMK Asset Management DOWNLOAD

The information included in this section is restricted due to applicable securities laws of the country where you are located.

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