CareTech Presentation Team Farouq Sheikh Group Executive Chairman - - PowerPoint PPT Presentation

CareTech Presentation Team

• Farouq Sheikh

Group Executive Chairman

• Michael Hill

Group Finance Director

• John Ivers

Chief Operating Officer

2

Executive Summary

• CareTech has a proven track record of growth, profitability and cash generation over 25 years
• Underlying EBITDA and Diluted EPS have grown by CAGRs of 26% and 20% respectively since IPO
• We operate in c.£12.6bn per annum UK social care sector
• Significant organic growth opportunities and bolt on acquisitions are being driven by:
• Market growing in size and value
• Regulatory burden
• Increased outsourcing
• Shortfall of specialist beds
• A proven track record of accretive and successful integrated acquisitions since IPO.
• Cambian Group – Acquired by CareTech in October 2018.
• Management commitment of £3m as part of the acquisition.
• Presents opportunity for Strong Value Creation

3

The Journey so far…

Today

• UK Market size of £12.6bn per annum
• Capacity of 2,622
• CareTech market share of less than 3%
• Three specialist operating divisions:

– Adult services – incorporating adult learning disability – Children services – incorporating young people residential services, fostering care and learning services – Specialist Services – incorporating mental health and acquired brain injury

• Cambian Group Acquired

At IPO

• UK Market size of £2.1bn
• Capacity of 435
• CareTech market share of less than 1%
• One focused operating division – residential and day care services

for adults with learning disabilities

13th year on the Public Markets Underlying EBITDA and Diluted EPS has grown by CAGR of 26% and 20% respectively since IPO

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20 40 60 80 100 120 140 160 180 200 2005 A 2006 A 2007 A 2008 A 2009 A 2010 A 2011 A 2012 A 2013 A 2014 A 2015 A 2016 A 2017 A 2018 A

Revenue

5 10 15 20 25 30 35 40 45 50 2005 A 2006 A 2007 A 2008 A 2009 A 2010 A 2011 A 2012 A 2013 A 2014 A 2015 A 2016 A 2017 A 2018 A

EBITDA

5 10 15 20 25 30 35 40 2005 A 2006 A 2007 A 2008 A 2009 A 2010 A 2011 A 2012 A 2013 A 2014 A 2015 A 2016 A 2017 A 2018 A

EPS

Highlights

Financial

• Revenue increased by 11.9% to £185.7m (2017:

£166.0m)

• Underlying EBITDA increased by 10.0% to £43.9m

(2017: £39.9m)

• Underlying profit before tax increased by 11.9% to

£32.9m (2017: £29.4m)

• Strong operating cash inflow before non-underlying

items of £39.1m(2017:£32.7m)

• Final dividend increased by 13.6% to 7.50p (2017:

6.60p) per share

• Cambian Group Acquired for £366.5m

Operational

• Improved CQC and Ofsted ratings remain ahead of

sector averages

• Strong Occupancy maintained
• Accelerated organic growth continues
• Successful ongoing integration of recent acquisitions
• Strengthened management team able to scale the

business further

• Acquisition of Cambian Group presents strong
• pportunity for value creation.

Targeting double digit growth

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Highly complementary service offering and geographical coverage providing a nationwide integrated care pathway focused on higher acuity social care Unique opportunity for investors to enhance exposure through a market leader in the highly attractive UK market for social care services for children and adults

1

Acquisition of on 19 October 2018

A Combination that Presents a Tremendous Opportunity for Value Creation

Deep operational expertise to better service local authority partners, deliver strong user outcomes, and implement positive staff engagement Opportunity to unlock significant value through a compelling strategic fit, tangible near-term synergies and enhanced trading liquidity

4 3 2 6

797 359 321 213 206 196 191 179 177 166 44

Enlarged Group Provides Public Investors with Unique Access to the Social Care Market

Note: (1)Per last reported revenue. Source: Priory as per Acadia 2017 annual report; Cygnet as per Orbis 2016; VoyageCare as per the 2017 annual report; St. Andrews as per the 2017 annual report; Cambian standalone as per the 2017 annual report; NFA as per Orbis 2016, including Acorn as per Orbis 2016; CoreAssets as per Orbis 2016; Elysium as per 2017 financials from the March 2018 public lender presentation; CareTech standalone as per the 2017 annual report; Witherslack Group as per Orbis 2016. (2) Pro Forma CareTech and Cambian revenue presented as financial year-ending September 2017 in line with CareTech’s financial reporting year, with Cambian’s revenue calendarized to September 2017 year-end. (3) CareTech based on 2018 interim presentation; Cambian based on 2017 Annual Report. Average number of employees for the year ended 30 September 2017 for CareTech and 31 December 2017 for Cambian. (4) CareTech represents available capacity on the basis of the children that carers are able to look after. Cambian represents average foster placementsin the period. (5) CareTech represents freehold properties as per 2018 interim results; Cambian represents total facilities as per 2017 Annual Report.

Creation of the #2 UK Social Care Operator and the Only One with a UK Listing… ...With Significant Scale Across Every Metric

Ranking by Revenue(1) (£m) Illustrative Metrics Based on Latest Reported Figures(3)

(2)

Beds / Places (Ex-Fostering) 2,271 1,643 Foster Care(4) 301 634 Facilities(5) (Illustrative) 205 222 Employees 4,744 4,539

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Improved National Scale and Local Reach Providing Full Pathways

CareT ech(1)

Adult Learning Disabilities Specialist Services Foster Care Young People & Children Residential Services Schools

Note: There may be more than one location within an area highlighted on the map. (1) Illustrative map based on locations disclosed in the interim 2017 results presentation. (2) Illustrative map based on locations disclosed on Cambian’s website.

Cambian(2)

Specialist education services Specialist residential care services Foster care services Specialist mental health services

Creates a true nationwide integrated care pathway focused on higher acuity Access to new key regions for Cambian Ability to grow in areas with established brands and reputation Local reach to better serve partners and communities

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Our Care Pathways

Our Approach Delivering

5000 expert trained and quality focused staff provide care through over 300 sites Tailored to individual service user and family requirements High Quality Outcome focused Promoting independence and choice Excellent Value

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Offering a broad range of services across Care Pathway

Care Pathway – 30 September 2018 Capacity

Our Core Business Today

Adult Learning Disabilities

• Residential
• Independent supported living
• Community support services
• Transitional Services

1,754

% net Growth from Sept 2017

Adults Specialist Services

• Residential care
• Low secure and step down
• Independent supported living
• Community outreach

214 1,968 1% Young People Residential Services

• Residential care of children
• Transitional Services
• Education and therapy

353 Children’s & Young People Foster care

• Fostering

301 654 12% Overall Capacity 2,622 2% Learning services

• Employee Pre-employment and

apprenticeships 266

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Initiatives Underpinning Growth

Our Focus and Approach

• Pioneering provision of specialist social care services across the UK
• National profile with Local Engagement and Service Delivery
• Innovative Emerging Models of Care
• New Partnerships Approach
• Acquisition provides opportunities to extend care

pathways, value creation and synergies.

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Social Care Sector in UK

• Increasedpublic outsourcing of care

Note: (1) CareTech 2017 annual results. (2) As per PwC report “Capture the growth”, representing 2017-2020 CAGR for total public and private healthcare spending.

Key Drivers

• Fragmented sector with room for consolidation
• Opportunity to improve outcomes of current interventions
• Government support and with high reaching ambitions for

children’s care services and mental health

• Increasing numbers of Looked After Children
• Increasing prevalence of learning disabilities, mental health

and special education needs

5.7% 5.2% 5.5% 2.9% Children and Young People Fostering Adults

£1.5bn(1) £1.6bn(1) £9.5bn(1)

UK Healthcare(2) Sector Growth (%)

UK Social Care Market Size

£12.6bn(1)

We Operate in High Growth UK Healthcare Services Market

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Community Based Adult Services

• Established over 25 years ago as the initial CareTech service
• 1754 capacity September 2018
• Increased service offering (Learning Disability/Mental Health/Physical Disabilities)
• Geographic Expansion (North/South Regional focus across UK)
• Reconfiguring services to meet changing needs and demand
• Developing new projects to meet growing needs
• 6 projects/reconfigurations in 2018
• Quality ratings currently overall 85% Outstanding/Good; +3% 2017

Revenue EBITDA IPO 2005 £23.0m £2.4m Full Year 2018 £101.0m £27.0m

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Adults Supported Living Services Projects

Examples of Projects undertaken in 2018

• Hyde House situated in Tameside opened August 2018. Shared supported living property for three

individuals with mental health problems.

• Norton Crescent situated in Baldock, Hertfordshire, opened in August 2018. Supporting two service

users with Learning Difficulties, Autistic Spectrum Disorder and Communication Disorder.

• Crescent Court situated in Stockport, opened September 2018 for supporting living scheme consisting
• f eleven flats supporting individuals with mental health problems.
• Toms Lane situated in Kings Langley, Hertfordshire opened in April 2018. Three bedroom bungalow

staffed 24 hours for two individuals with Learning Disabilities who moved in the first week of the service

• pening.

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Purchased June 2017 coverage across the Midlands and South West regions of the UK Providers of specialist residential care, supported living services, outreach and day care services for adults with a range

• f learning disabilities and associated mental health needs including challenging behaviours. Additional capacity of 88

beds added with 57 in residential care and 30 in supported living. This year has focused on integration of the service into the existing adult operational structures aligning with CareTech internal policies and procedures and systems (back office). We have focused on filling existing capacity and in 2019 will undertake new projects.

Recent Acquisition Update

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Newly Formed January 2018

Neurological services – specialists in providing nursing and personal care for people with complex and progressive neurological conditions including Huntington’s Disease and complex and challenging dementia Care at home – We specialise in enabling rehabilitation and maximising independence and well- being for children and adults with complex and additional support needs

Specialist Services Division

Mental health services – focusing on a recovery model to community transitional placements and supported living accommodation, service users with complex mental health needs receive personalised programmes which can be through short-term, crisis, respite placements

• r longer term options. Major project at Uplands started in January 2017 finishes Q1 2019.

All services benefit from large multi-disciplinary teams providing expert and specialist knowledge

• 214 capacity September 2018

Revenue EBITDA IPO 2005 Nil Nil Full Year 2018 £15.3m £4.4m Quality Ratings – Overall 92 % outstanding/good (Sept 2018) a new division created In January 2018

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• Northamptonshire based provider of specialist brain injury rehabilitation and other neurological conditions for men
• ver 18 - rated Outstanding by CQC in June 2018
• Currently 100 residential and nursing places with three different service levels
• Strong reputation and quality ratings
• Planned development to increase Cotswolds capacity
• Launch of Mosley Lodge at Main Site of a 4 bed higher acuity service
• Expansion of community houses with acquisition of community house

Recent Acquisitions Update

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Children and Young People Residential Care with Education & Therapy Pathways

• Providing SEMH (Social Emotional and Mental Health) services for Children and Young

People and also Learning Disability, Autism and associated complex needs

• 11 Specialist Schools across the UK for those with Special Educational

needs (SEN).

• Integrated therapy input.
• Residential short break and respite options
• 4 Specialist Fostering Agencies
• 8 major Residential Projects and 3 leaving care in 2018.
• Overall Children’s quality ratings overall 93% Outstanding/good

(Sept 2018) improved by +5% on 2017

• Award winning services.

₋ Management Excellence Award 2016 ₋ Best Children’s Service 2017 ₋ Finalist Best Service 2018 Laing & Buisson Revenue EBITDA IPO 2005 Nil Nil Full Year 2018 £67.0m £18.9m

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Extending Scope and Coverage of Existing Services Children's and Young People

Hidelow Extending the highly successful specialist children’s service from Wales into England. Converting a holiday let complex in Worcestershire into a 8 bed Children’s service. Opened November 2017 and received their first Ofsted inspection achieving an overall ‘Good’ rating Acorn Way Our Short Break service within Inspire continues to grow, currently supporting over 100 families, achieving an Outstanding rating from Ofsted Linx Supported Accommodation During 2017 / 2018 have developed Linx; our Supported Accommodation service for Young People aged 16+. Three new services have opened in the last 6 months: The Vicarage in Gloucester, The Gables in Peterborough, Chapel Hill in Weston-super-mare.

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Recent Acquisition Update

Acquired in July 2015 Strong management team retained and focused on growth based on strong quality service provision Five new projects plus one pending:

• West Cottage – Opened 2016, full occupancy
• Brandyburn – Opened 2017, full occupancy
• The Shian – Opened 2017, full occupancy
• Easter Hayston – 5 bedded house. Opened 2017, full occupancy
• Oaklea – Located in Kirkintilloch, a 5 bedded children’s service. Opened 2018, building to full occupancy
• Fosterhill – A new property in Moscow, Ayrshire has been purchased to support five children and young people.

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Recent Acquisition Update

Acquired in December 2015, ROC North West have had 4 homes rated Outstanding through the 2018 time

• period. Strong Management team retained and focused on growth. Since purchase we have developed 5

new projects all filled up within 3 months of opening. New Projects in 2018 Thorngarth – 5 bedded home based in Ingleton, North Yorkshire. Opened July 2018. Full after opening. Culcheth House – 5 bedded home. Located in Culcheth near Warrington. Purchased November 2018. Due to open January 2019. Mountwood Academy Mountwood is a children’s home and school for 29 young people consisting of a selection of 8 bespoke modern buildings. The site is set on a plot of 14 acres. Opened in July 2017 for young people with a learning disability and Autistic Spectrum conditions.

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Complementary Operational Fit Enhancing Care Pathways

Adult Learning Disability Specialist Services Young People & Children Residential Foster Care(3) Learning Services

1,732 214 325 64 301 509 578 179

(excludes schools)

641 1,062 37

Beds / Places(2) Facilities(2)

■

Social, Emotional and Mental Health (SEMH)day schools

■

Sexual Trauma day schools

■

Child and Adolescent Mental Health (CAMHS)day schools

■

Special Educational Needs (SEN)Schools and Further Education (FE)Colleges, Day and Residential Schools

■

Social, Emotional & Mental Health (SEMH) Schools, Day Schools

■

Therapeutic Fostering

■

Residential care

■

Independent supported living

■

Community support services

■

Transitional services

■

Residential care

■

Independent supported living

■

Community outreach

■

Low secure and step down

■

Residential care of children

■

Transitional Services

■

Education and therapy

■

Fostering

■

Employee Pre- employment and apprenticeships

Adult Services Y

• ung People & Children Services

Young People & Children Residential Therapeutic Fostering Specialist Education

(1) Based on CareTech interim 2018 presentation. Young People & Children Residential facilities as per Ofsted database.Learning Services as per CareTech 2017 annual report. (2) Based on Cambian’s Capital Markets Day 2018 presentation; beds / facilities as at 30 June 2017. (3) CareTech represents available capacity on the basis of the children that carers are able to look after. Cambian represents average foster placements.

Specialist Education

411 11

Beds / Places(1) Facilities(1)

■

Special Educational Needs (SEN)Schools

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93% 80% 79% 71%

(1) Blended occupancy estimates based on CareTech FY 2018 mature estate and Cambian 2017 annual results. (2) Estimates based on staff turnover for Cambian as per Investecreport (published 8 February 2018); CareTech as per the 2018 interim results. (3) Based on CareTech ratings for its children's services at September 2018;estimates for Cambian based on combined CQC and Ofsted quality ratings taken from 2017 annual results.

Leverage Deep Operational Expertise Across the Group

86% 78%

High Occupancy Levels(1) Strong Staff Retention Levels(2) High Quality Estate(3)

Estimated Quality Ratings (Good and/or Outstanding)

CareT ech Cambian CareT ech Cambian CareT ech Cambian

Deep operational expertise is enabled by continuous strong investment in back office and I.T . infrastructure

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Cambian Update

• Completion 19 October 2018
• Bank Syndication completed successfully
• The Bridging Loan £79.6m has been repaid
• Early days – no surprises, business as usual
• Synergies are underway/on track
• I.T. planning to have the same back office systems is underway with key I.T. suppliers
• CMA Voluntary Submission then IEO/Derogations at Completion
• Currently CMA going external for comments then Stage 1 process

Divisional breakdown

Extraordinary days every day Financial Results for the year ended 30 September 2018

Financial Highlights

• Revenue increased by 11.9% to £185.7m (2017: £166.0m)
• Underlying EBITDA increased by 10.0% to £43.9m (2017: £39.9m)
• Underlying profit before tax increased by 11.9% to £32.9m (2017: £29.4m)
• Final dividend proposed increase by 13.6% to 7.5p (2017: 6.60p) per share
• Cash inflows from operating activities before non-underlying items were

£39.1m (2017: £32.7m)

• Independent Property valuation at £424m

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Service Revenue & EBITDA for the twelve months ended 30 September 2018

Twelve months ending 2018 2018 2017 2017 Revenue Underlying Revenue Underlying £m EBITDA £m EBITDA £m £m Adult Learning Disabilities 101.0 27 87.7 26.3 Specialist Services 15.3 4.4 15.5 3.9 Sub Total 116.3 31.4 103.2 30.2 Young People Residential Services 58.7 17 43.8 13.2 Foster Care 8.2 1.9 8.6 1.9 Sub Total 66.9 18.9 52.4 15.1 Learning Services 2.5 0.5 10.4 0.9 Sub Total 69.4 19.4 62.8 16.0 Less Unallocated Group Costs (6.9) (6.3) Total 185.7 43.9 166.0 39.9 Margin 23.6% 24.0%

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Non-underlying items

• The disclosure of certain current and non-current liabilities has been enhanced and more clearly

demonstrates their future impact on net debt. IFRS also requires changes in acquisition fair values to be restated for the prior period.

• Adjustment items charged / credited in the Income Statement are as follows:

2018 £m 2017 £m Acquisition Costs (0.8) (0.8) Integration, Reorganisation Costs and Redundancy costs (2.9) (2.9) Costs arising from placement of shares

• (0.3)

Charitable Foundation (0.4)

• Onerous lease provision

(0.3) (0.3) (4.4) (4.3) Non Cash items Provision for Acquisition Costs (3.3)

• Other Intangible movements

(2.4)

• (5.7)
• EBITDA Adjustment Items

(10.1) (4.3) Amortisation of Intangibles (7.4) (7.2) Financing costs

• (1.1)

PBT Adjustment Items (17.5) (12.6)

(i) EBITDA is operating profit stated before depreciation, share-based payments charge and adjustment items (ii) Profit before tax and diluted earnings per share are stated before adjustment items

Financials

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Cashflow Highlights for the twelve months ended 30 September 2018

2018 £m 2017 £m Operating Cash flow before Adjustments 43.9 39.9 Movement in working capital (4.8) (7.2) 39.1 32.7 Capital Expenditure (17.1) (19.8) Interest, Dividend & Tax Paid (16.3) (17.2) Share Placing funds

• 37.4

Acquisitions

• (16.6)

Treasury & Acquisition Related Costs (5.6) (7.2) Decrease In Net Debt 0.1 9.3 Opening Net Debt (147.1) (156.4) Closing Net Debt (147.0) (147.1)

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Continuing our growth…… …Acquiring Cambian Group creates further opportunity for value creation…

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10 20 30 40 50 60 70 80 90 20 40 60 80 100 120 140 160 180 200 2005 A 2006 A 2007 A 2008 A 2009 A 2010 A 2011 A 2012 A 2013 A 2014 A 2015 A 2016 A 2017 A 2018 A Revenue EBITDA EPS p 2p 4p 6p 8p 10p 12p x 1x 2x 3x 4x 5x 6x 7x 2005 A 2006 A 2007 A 2008 A 2009 A 2010 A 2011 A 2012 A 2013 A 2014 A 2015 A 2016 A 2017 A 2018 A

Dividend Leverage

Balance Sheet Highlights as at 30 September 2018

2018 2017 £m £m Tangible Fixed Assets - £424.1m Valuation 301.1 297.2 Goodwill and Intangibles 83.8 84.1 Net Debt

(147.0)

(147.1) Other Liabilities (Net)

(29.7)

(30.0) Net Assets

208.2

204.2 Actual 2018 Actual 2017 EBITDA: INTEREST 8.8 times 7.2 times NET DEBT: EBITDA 3.31 times 3.31 times LOAN: VALUE 48% 46%

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Key Investment Merits

An investment in CareTech offers investors ➢ Celebrating 25 years in Care ➢ Long term sustainable growth in a publicly funded growing market

– Demand is growing as people live longer and have long lasting health conditions requiring support

➢ Strong defensive characteristics

– Visibility of contracted revenue – Length of resident stay measured in decades – Strong asset backing

➢ Strong organic growth opportunity

– There is an undersupply of places – A highly scalable model – reinforced through reinforced organisational structure

➢ Strong acquisition growth opportunity

– Highly fragmented market to consolidate – geographical and service fragmentation – Many small operators unable to cope with regulation

➢ Proven business model

– Strength and depth of management team to operational level – Demonstrable track record of delivering growth – Ahead on quality standards – Strong cash generation – Solid strategic position

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Outlook

IPO 2005 Actual 2017 Placing 2015

Direction of Travel

Underlying Market factors remain positive

• Growing market
• Increased outsourcing
• Regulatory burden increasing
• Shortage of specialist beds
• Quality provision a differentiator
• Integrated offering across Care Pathways

attractive to funders Overcoming Perceived Headwinds

• National Minimum Wage and National Living Wage
• Staffing and staff retention
• Fee rates
• Brexit

Revenue £23m EBITDA £2.4m EPS 4.1p Market size £2.1bn Market Share 1% Revenue £123.3m EBITDA £30.7m EPS 31.02p Market size £9.7bn Market Share less than 2% Revenue £166.0m EBITDA £39.9m EPS 38.0p Market size £12.6bn Market Share 2%

Full Year Actual 2018

Revenue £185.7m EBITDA £43.9m EPS 35.07p Market size £12.6bn Market Share 3% Enlarged Group

Added Value Creation and Synergies: Scale benefit, services and coverage extended.

• c£6m synergies by

FY2021

• Improving Cambian

performance

• Market share c6%

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• Strong solid year of growth of core business, reconfiguration projects and developments for

acquired businesses.

• Trading in line with current market expectations
• CareTech is a profitable, cash generative and asset backed business with an attractive yield
• Highly fragmented market with growth opportunities through organic and acquisition
• Exciting and identifiable opportunities for both organic development, property

related transactions, bolt on acquisitions and reconfigurations

• Experienced and strengthened management team whose interests are aligned with

shareholders

• A business model that is flexible, scalable and well positioned for growth
• Cambian Group acquisition creates further opportunities for Value Creation and Synergies

Summary

Summary

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Disclaimer

This presentation has been prepared by CareTech Holdings PLC (“CareTech” or the “Company”) and the information contained herein is restricted and is not intended for distribution to, or use by any person or entity in any jurisdiction

• r country where such distribution or use would be contrary to local law or regulation. In particular, the information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States,

Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. The presentation and the information contained herein is for information purposes only and shall not constitute an offer to sell or otherwise issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. This presentation and the information herein does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to purchase, acquire or subscribe for any securities in the United States, Canada, Australia, Japan or the Republic of South Africa and may not be viewed by persons in the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”)). Securities in the Company may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities law of any relevant state or other jurisdiction of the United States. Recipients in jurisdictions outside the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements in relation to the distribution or possession of these presentation slides to or in that

• jurisdiction. In this respect, neither CareTech nor any of its connected persons accepts any liability to any person in relation to the distribution or possession of these presentation slides to or in any such jurisdiction.

This presentation is strictly confidential and is being provided to you solely for your information and may not be reproduced in any form or further distributed to any person or published in whole or in part, for any purpose; any failure to comply with this restriction may constitute a violation of applicable securities laws. This presentation has not been (i) produced as a result of a process which was designed to ensure that it satisfies the standards, of accuracy, disclosure or completeness required of a prospectus, or listing particulars or other disclosure document to be published in connection with an application for shares or other securities to be admitted to listing or dealing or trading on a regulated market or a recognised investment exchange (as defined in the Financial Services and Markets Act 2000 (“FSMA”)) (ii) approved for the purposes of section 21 of FSMA by, a person authorised under FSMA or (iii) subjected to the due diligence investigations, verifications and other procedures commonly carried out or applied in relation to the publication of a prospectus, listing particulars or other disclosure document on such an application, nor does it contain all information that would be required if it were a prospectus for the purposes of Directive 2003/71/EC. Accordingly, this presentation does not purport to be all-inclusive. In making this presentation available, CareTech makes no recommendation to buy, sell or otherwise deal in shares in CareTech and its subsidiaries (the “Group”) or in any other securities or investments whatsoever, and you should neither rely nor act upon, directly or indirectly, any of the information contained in these presentation slides in respect of any such investment activity. Past performance is no guide to future performance. If you are considering engaging in investment activity, you should seek appropriate independent financial advice and make your own assessment. This presentation (and any subsequent discussions arising thereon) may contain certain statements, statistics and projections that are or may be forward-looking. The accuracy and completeness of all such statements, including, without limitation, statements regarding the future financial position, strategy, projected costs, plans and objectives for the management of future operations of the Group are not warranted or guaranteed. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future. Although CareTech believes that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors, many of which are beyond the control of the Group, which could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors such as: future revenues being lower than expected; increasing competitive pressures in the industry; and/or general economic conditions or conditions affecting the relevant industry, both domestically and internationally, being less favourable than expected. We do not intend to publicly update or revise these projections or other forward-looking statements to reflect events or circumstances after the date hereof, and we do not assume any responsibility for doing so. By accepting these presentation slides, you agree to be bound by the above conditions and limitations

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