Recommended Combination of CareTech Holdings PLC and Cambian Group plc - 16 August 2018

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Recommended Combination of CareTech Holdings PLC and Cambian Group plc - 16 August 2018
Recommended Combination of
CareTech Holdings PLC and Cambian Group plc
16 August 2018
Recommended Combination of CareTech Holdings PLC and Cambian Group plc - 16 August 2018
Disclaimer
IMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING. NOT FOR RELEASE, PRESENTATION, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This presentation has been prepared by or on behalf of CareTech Holdings PLC ("CareTech") in connection with the potential acquisition of the entire issued and to be issued share capital of Cambian Group Plc
("Cambian") by CareTech (the "Proposed Acquisition"). The information set out in this presentation is not intended to form the basis of any contract. By attending (whether in person, by telephone or webcast) this
presentation or by reading the presentation slides, you agree to the conditions set out below. This presentation (including any oral briefing and any question-and-answer session in connection with it) is for information
only. The presentation is not intended to, and does not constitute, represent or form part of any offer, invitation, inducement or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. It must not be acted on or relied on in connection with any contract or commitment whatsoever. It does not constitute a
recommendation regarding any securities. Past performance, including the price at which CareTech's securities have been previously bought or sold and the past yield on CareTech's securities, cannot be relied on as a
guide to future performance. Nothing herein should be construed as financial, legal, tax, accounting, actuarial or other specialist advice.

No shares are being offered to the public by means of this presentation. You should conduct your own independent analysis of CareTech, Cambian and the Proposed Acquisition, including consulting your own
independent advisers in order to make an independent determination of the suitability, merits and consequences of the Proposed Acquisition. The release, presentation, publication or distribution of this presentation in
jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe
any applicable requirements. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. Any failure to comply with applicable requirements may constitute a
violation of the laws and/or regulations of any such jurisdiction.

In the European Economic Area ("EEA"), this presentation is only intended for and directed at persons in member states who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive
(Directive 2003/71/EC) and amendments thereto, including Directive 2010/73/EU (to the extent implemented in the relevant member state of the EEA) and any implementing measure in each relevant member state of
the EEA ("Qualified Investors").In addition, in the United Kingdom, this presentation is being made available only to persons who fall within the exemptions contained in Article 19 and Article 49 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and Qualified Investors. This presentation is not intended to be available to, and must not be relied upon, by any other person.

This document must not be acted on or relied on (i) in the United Kingdom, by persons who do not fall within the Order and (ii) in any member states of the European Economic Area other than the United Kingdom, by
persons who are not Qualified Investors. Nothing in this presentation constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment
objectives, financial situation or particular needs of any specific recipient. None of CareTech, Jefferies International Limited (“Jefferies”) and Panmure Gordon (UK) Limited, nor any of their respective shareholders,
subsidiaries, affiliates, associates, or any of such entities’ respective directors, officers, partners, employees, representatives and advisers (the "Relevant Parties") makes any representation or warranty, express or
implied, as to the accuracy or completeness of the information contained in this presentation, or otherwise made available, nor as to the reasonableness of any assumption contained in such information, and any liability
therefor (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. No information contained herein or otherwise made available is, or shall be relied upon as, a promise, warranty or
representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of such information. The information contained in this
presentation relating to Cambian is derived from publicly available information only. None of the Relevant Parties has independently verified the material in this presentation.

Unless expressly stated otherwise, no statement in this presentation (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this presentation
should be interpreted to mean that cash flow from operations, free cash flow, earnings or earnings per share for CareTech, Cambian or the combined group, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published cash flow from operations, free cash flow, earnings or earnings per share of CareTech or Cambian, as appropriate.

Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, any cost savings or synergies referred to
may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Nothing in this presentation constitutes a quantified financial benefits
statement for the purposes of Rule 28 of the CityCode on Takeovers and Mergers. No statement in this presentation should be construed as a profit forecast or interpreted to mean that the combined group's earnings in
the first full year following implementation of the Proposed Acquisition, or in any subsequent period, would necessarily match or be greater than or be less than those of CareTech or Cambian for the relevant preceding
financial period or any other period.

The Proposed Acquisition relates to the shares of two UK companies and is subject to UK procedural and disclosure requirements that are different from certain of those of the US. Any financial statements or other
financial information included in this presentation may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose
financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the
US federal securities laws in connection with the Proposed Acquisition, since CareTech and Cambian are located in countries other than the US, and some or all of their officers and directors may be residents of countries
other than the United States. US holders of shares in CareTech or Cambian may not be able to sue CareTech, Cambian or their respective officers or directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel CareTech, Cambian and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

                                                                                                                                                                                                              2
Disclaimer (cont’d)
It is proposed that the Proposed Acquisition is implemented by way of a scheme of arrangement under English law. It will be subject to the disclosure requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the US tender offer rules. If the Proposed Acquisition is implemented by way of a scheme of arrangement, any CareTech shares proposed to be issued to
Cambian shareholders pursuant to the terms of the Proposed Acquisition are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10)
of the US Securities Act. Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the general requirements of registration where the terms and conditions of the issuance and
exchange of such securities have been approved by a court, after a hearing on the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have the
right to appear and be heard. The Court will hold a hearing on the scheme's fairness to Cambian shareholders, at which hearing all such shareholders will be entitled to attend in person or through counsel.

This presentation does not constitute an offer of securities for sale in the US or an offer to acquire or exchange securities in the US. Securities may not be offered or sold in the US absent registration or an exemption
from registration, and any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain
detailed information about the company and management, as well as financial statements. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or
indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the US or any other country in which such offer may not
be made other than (i) in accordance with the US Securities Act, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.

By attending the presentation to which this document relates and/or by accepting this document you will be taken to have represented, warranted and undertaken that: (i) you are a person who is not resident of, or
located in, the United States, Canada, Japan, Australia or South Africa and you are permitted by law to receive it; (ii) you have read and agree to comply with the contents of this notice; and (iii) you will not at any time
during the offer period have any discussion, correspondence or contact concerning the information in this document with any of the employees or shareholders of CareTech or Cambian or their respective affiliates nor
with any of CareTech or Cambian's suppliers or customers or any governmental or regulatory body without the prior written consent of CareTech or Cambian (as applicable).

Jefferies and Panmure Gordon (UK) Limited are acting only for CareTech and and no-one else in connection with the matters set out in this presentation and will not be responsible to anyone other than CareTech for
providing the protections afforded to clients of Jefferies or Panmure Gordon, nor for providing advice in relation to the matters set out in this presentation or any matters referred to in this presentation. Neither Jefferies
or Panmure Gordon, nor any of their respective subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of Jefferies in connection with this presentation, any statement contained herein or otherwise. This presentation is not intended to form the basis of any
investment decision and should not be considered as a recommendation by Jefferies, Panmure Gordon or any other person in relation to the Proposed Acquisition.

This presentation contains forward-looking statements concerning the financial condition, results of operations and businesses of CareTech and of the Proposed Acquisition. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and
involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of CareTech to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions including
as to future potential cost savings, synergies, earnings, cash flow, return on average capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such
as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "objectives", "outlook", "probably", "project", "will", "seek", "target", "risks", "goals", "should" and similar terms and phrases. There are a
number of factors that could affect the future operations of CareTech and could cause those results to differ materially from those expressed in the forward-looking statements included in this presentation, including
(without limitation): (a) changes in demand for CareTech's products; (b) currency fluctuations; (c) loss of market share and industry competition; (d) risks associated with the identification of suitable potential acquisition
properties and targets, and successful negotiation and completion of such transactions; and (e) changes in trading conditions. All forward-looking statements contained in this presentation are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as at the specified
date of the relevant document within which the statement is contained. Neither CareTech nor Cambian undertake any obligation to publicly update or revise any forward-looking statement as a result of new information,
future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this presentation.

IMPORTANT INFORMATION
Each of the CareTech directors, whose names are set out on the "Board of Directors" page of the CareTech website at http://www.caretech-uk.com/about-us/our-people/plc-board.aspx (the "CareTech Directors"),
accepts responsibility for the information contained in this presentation, provided that the only responsibility accepted by them in respect of information relating to Cambian and the Cambian directors, which has been
compiled from published sources, is to ensure that such information is correctly and fairly reproduced and presented.
To the best of the CareTech Directors' knowledge and belief (who have taken all reasonable care to ensure that such is the case), the information contained in this presentation is in accordance with the facts and, where
appropriate, does not omit anything likely to affect the import of such information.
Certain financial data has been rounded. As a result of this rounding, the totals of date presented in this presentation may vary slightly from the actual arithmetic totals of such data.
Unless stated otherwise, defined terms relate to the Rule 2.7 announcement published by CareTech on 16 August 2018.

                                                                                                                                                                                                                    3
Agenda

 1       Transaction Summary                5

 2       Strategic Rationale                8

 3       Financial Highlights               18

 4       Indicative Transaction Timetable   24

                                                 4
Transaction Summary

                      5
Transaction Summary
                                                 Recommended combination of CareTech and Cambian
                                                 Headline Offer of 0.267 of a new CareTech share and 100p in cash for each Cambian share. Based on the closing price
                                                  of 374.5 pence per CareTech share on 15 August 2018 (being the last practicable date prior to the announcement of a
                                                  firm offer for Cambian):
                                                  ‒      The Headline Offer, representing a value of 200.0 pence per Cambian share, values the entire issued and to be
                                                         issued ordinary share capital of Cambian on a fully diluted basis(1) at approximately £372 million and approximately
                                                         £289 million on an enterprise value basis(2)
                                                  ‒      Premium of approximately 35% to the closing price of 148.2 pence per Cambian share on 9 July 2018(3)
         Key Terms
                                                 Full Cash Alternative at 190 pence in cash for each Cambian share:
                                                  ‒      A value of approximately £354 million for Cambian’s share capital on a fully diluted basis(1) and approximately £271
                                                         million on an enterprise value basis(2)
                                                  ‒      Premium of approximately 28% to the closing price of 148.2 pence per Cambian share on 9 July 2018(3)
                                                 Irrevocable undertakings to vote in favour received from Cambian Directors and shareholders in respect of 80% of
                                                  Cambian’s issued share capital
                                                  ‒      Cambian shareholders representing, in aggregate, approximately 61% of Cambian’s issued share capital have
                                                         irrevocably undertaken to not elect for the Full Cash Alternative in respect of any of their Cambian shares

                                                The Transaction (on the basis that only the GI Shareholders elect for the Full Cash Alternative) will result in Cambian
                                                 Shareholders owning approximately 34% of the issued share capital of the Enlarged Group
                                                Cash consideration to be funded by new banking facilities for the Enlarged Group
 Ownership, Funding                             In the medium term, CareTech remains committed to maintaining leverage at between approximately 3-4x net debt to
  & Financial Impact                             EBITDA
                                                The CareTech Directors have identified recurring pre-tax cost synergies of approximately £6 million per annum
                                                Expected to be significantly accretive to CareTech's earnings in the first full financial year following Completion, with a
                                                 return on invested capital above CareTech's cost of capital in the first full financial year following Completion

(1)   On the basis of 186.1 million shares issued and to be issued.
(2)   Adjusted for the net cash reported by Cambian as at 31 December 2017 of £82.8 million.
(3)   Being the last date prior to the commencement of the Offer Period.

                                                                                                                                                                  6
Transaction Summary (cont’d)
                    CareTech’s AIM listing will be retained following completion of the transaction (Ticker: AIM:CTH)

                    Within the medium term following Completion, it is CareTech's ambition to apply for admission to the premium listing
  HQ & Listing
                     segment of the Official List and to trading on the Main Market

                    The Enlarged Group will retain CareTech’s headquarters in Potters Bar, United Kingdom

                    Enlarged Group Board will include:

                        ‒   Farouq Sheikh – Executive Chairman

                        ‒   Haroon Sheikh – CEO

                        ‒   Michael Hill – CFO
  Governance &
  Management        John Ivers will be the COO of the CareTech operations within the Enlarged Group. Joining the senior management
                     team of the Enlarged Group from Cambian will be Anne Marie Carrie (as COO of the Cambian operations within the
                     Enlarged Group)

                    Karl Monaghan, James Cumming and Michael Adams will remain as non-executive directors on the Board of CareTech

                    It is CareTech’s intention to add two additional Non-Executive Directors to its Board within three months of Completion.
                     Alongside, it is expected that Michael Adams will become an executive director of the Enlarged Group

                    16 August 2018: Rule 2.7 Announcement
   Indicative
                    September 2018: Transaction documentation posted to Shareholders
   Timetable
                    Q4 2018: Expected Completion / Admission of Enlarged Group share capital to AIM

                                                                                                                                 7
Strategic Rationale
A Combination that Presents Opportunity for Strong Value Creation

    Unique opportunity for investors to enhance exposure to the growing UK market for social care services for children and
1
    adults

    Highly complementary service offering and geographical coverage providing a nationwide integrated care pathway
2
    focused on higher acuity social care

    Combined operational expertise to better service local authority partners, deliver strong user outcomes, implement
3
    positive staff engagement and improve care quality

4
    Opportunity to unlock significant value through a compelling strategic fit, tangible near-term synergies and enhanced
    trading liquidity

                                                                                                                  9
We Operate in One of the High Growth Segments of the UK Healthcare
Services Market

                                     Social Care Sector in UK                                                                                                  Key Drivers

                       Sector Growth (%)                                                                                            •   Increased public outsourcing of care

                              5.7%                                                         5.5%
                                                            5.2%

                                                                                                                                    •   Opportunity to improve outcomes of current interventions
                                                                                                                            2.9%

                                                                                                                                    •   Increasing numbers of Looked After Children

                        Children and                      Fostering                       Adults                 UK Healthcare(2)
                                                                                                                                    •   Increasing prevalence of learning disabilities, mental health
                        Young People                                                                                                    and special education needs

                                                                                                                                    •   Government support and with high reaching ambitions for
UK Social                                                                                                                               children’s care services and mental health
  Care
 Market
                         £1.5bn(1)                     £1.6bn(1)                      £9.5bn(1)                    £12.6bn(1)
  Size
                                                                                                                                    •   Fragmented sector with room for consolidation

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.

                                                                                                                                                                                                10
Enlarged Group Provides Public Investors with Unique Access to the Social Care
Market
 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)

                                                                                                                                                                                                  Beds / Places
   797                                                                                                                                                                                            (Ex-Fostering)
                                                                                                                                                                                                                                      2,271                           1,643

                                                                                                                                                                                                   Foster Care(4)                       301                             634

                         (2)
                  359
                                  321
                                                                                                                                                                                                     Facilities(5)
                                                                                                                                                                                                                                        205                             222
                                                                                                                                                                                                    (Illustrative)
                                                 213             206            196             191            179             177            166

                                                                                                                                                               44
                                                                                                                                                                                                     Employees                        4,744                           4,539

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 placements in the period.
(5) CareTech represents freehold properties as per 2018 interim results; Cambian represents total facilities as per 2017 Annual Report.

                                                                                                                                                                                                                                                                              11
Stronger Diversification of Service Offering
                       CareTech(1)                                                                             Cambian(1)                                                                           Pro-Forma Combination(1)
        (Calculated by reference to revenue)                                                      (Calculated by reference to revenue)                                                                  (Calculated by reference to revenue)

                                                                                                             Young People &
                                                   Young People                                                                                                                                                                                           Young People &
                                                                                                             Children – 100%
Adult – 62%                                         & Children –                                                                                                                Adult – 29%                                                               Children – 71%
                                                       38%                                                                                                                   (44% calculated by                                                               (56% calculated by
                           9%                                                                                     15%                                                        reference to EBITDA)(2)                           4%                             reference to EBITDA)(2)
                                              26%
                                                                                                                                                                                                                24%                             36%
                                                                                                                                          45%

                                                  6%
                                                                                                         40%                                                                                                   10%
                 53%                             5%
                                                                                                                                                                                                                                  24%

                                                                                                                                                                                                   High complementary of the service
      Diversified portfolio of care services                                                                                                                                                                   offering
                                                                                           Leading positions in Young People and
         with strong focus on the Adult
                                                                                                Children Services segments                                                                          Cambian to contribute 32% of the
                    segment
                                                                                                                                                                                                        Enlarged Group EBITDA

      Young People & Children -                         Young People & Children –                                    Young People & Children –                            Adult – Learning Disabilities                             Adult – Specialist Services
      Residential                                       Education & Learning Services                                Foster Care

(1)    CareTech breakdown based on revenue as per 2017 annual report. Financial year-end September 2017; Cambian revenue based on 2017 annual results. Financial year-end December 2017, assuming same revenue breakdown as per Capital Markets Day presentation; Pro-forma represents
       the sum of Cambian and CareTech values.
(2)    CareTech underlying EBITDA reported pre-unallocated central costs. For the purpose of this analysis, unallocated central costs are allocated to CareTech’s adult and children’s divisions according to contribution to EBITDA.

                                                                                                                                                                                                                                                                  12
Complementary Operational Fit Enhancing Care Pathways

                                                                 Adult Services                                                                                               Young People & Children Services

                                                                                                                                  Young People & Children
                                             Adult Learning Disability                    Specialist Services                                                                          Foster Care(3)                 Specialist Education            Learning Services
                                                                                                                                        Residential
                                    Beds /
                                    Places(1)            1,732                                       214                                           325                                    301                                411                              509

                                    Facilities(1)
                                                                                                                                                    64                                                                        11

                                              Residential care                         Residential care                             Residential care of                             Fostering                    Special Educational                Employee Pre-
                                                                                                                                       children                                                                       Needs (SEN) Schools                 employment and
                                              Independent supported                    Independent supported                                                                                                                                            apprenticeships
                                               living                                    living                                       Transitional Services
                                              Community support                        Community outreach                           Education and therapy
                                               services
                                                                                        Low secure and step
                                              Transitional services                     down

                                                                                                                                  Young People & Children
                                                                                                                                                                              Therapeutic Fostering                   Specialist Education
                                                                                                                                        Residential

                                                                                                                      Beds /
                                                                                                                      Places(2)                    578                                    641                                 1,062

                                                                                                                      Facilities(2)                179                                                                          37
                                                                                                                                             (excludes schools)

                                                                                                                                      Social, Emotional and                         Therapeutic Fostering           Special Educational Needs
                                                                                                                                       Mental Health (SEMH) day                                                        (SEN) Schools and Further
                                                                                                                                       schools                                                                         Education (FE) Colleges, Day
                                                                                                                                                                                                                       and Residential Schools
                                                                                                                                      Sexual Trauma day schools
                                                                                                                                                                                                                      Social, Emotional & Mental
                                                                                                                                      Child and Adolescent                                                            Health (SEMH) Schools, Day
                                                                                                                                       Mental Health (CAMHS) day                                                       Schools
                                                                                                                                       schools

(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.

                                                                                                                                                                                                                                                              13
Improved National Scale and Local Reach Providing Full Pathways

                              CareTech(1)                                                     Cambian(2)

                                                                                                                                      Creates a true nationwide integrated
                                                                                                                                     care pathway focused on higher acuity

                                                                                                                                     Access to new key regions for Cambian

                                                        2
                                                    6

                                             6
                                                                                                                                          Ability to grow in areas with
                                                                                                                                       established brands and reputation

                                                                                                                                      Local reach to better serve partners
                                                                                              Specialist education services
                                Adult Learning Disabilities                                   Specialist residential care services             and communities
                                Specialist Services                                           Foster care services
                                Foster Care
                                Young People & Children Residential Services                  Specialist mental health 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.

                                                                                                                                                                  14
Care Pathway Focused on High Acuity Care Which Attracts Higher Fees

     Well Positioned to Meet the
   Requirements for Greater Acuity       Strengthening the integrated care pathway
               Services

   Better Engagement with the Local      Outcome-based specialist care for services users
              Authorities                Ability to accommodate local placements

      Industry Leading Quality of
                                         All acuity levels across the care pathway resourced by highly trained professionals
              Resources

                                         Leveraging CareTech’s dedicated reconfiguration programme aimed at fee uplifts/high acuity
   Fee Management Opportunities           provision
                                         Positioning new placements on revised ‘best fees’ approach

                                                                                                                            15
Leverage Deep Operational Expertise Across the Group

                 High Occupancy Levels(1)                                                                           Strong Staff Retention Levels(2)                                                                                   High Quality Estate(3)
                                                                                                                                                                                                              Estimated Quality Ratings (Good and/or Outstanding)

                            86%                                                                                                                                                                                                       81-91%
                                                  78%                                                                            79%                                                                                                                           80%
                                                                                                                                                       71%

                           CareTech
                     CareTech    Cambian                                                                                        CareTech
                                                                                                                          CareTech    Cambian                                                                                            CareTech
                                                                                                                                                                                                                                   CareTech    Cambian

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

(1)   Blended occupancy estimates based on 2017 annual results for CareTech and Cambian.
(2)   Estimates based on staff turnover for Cambian as per Investec report (published 8 February 2018); CareTech as per the 2018 interim results.
(3)   Estimates for CareTech based on 2018 interim report presentation (87% - Adult Services CQC rating, 91% - Specialist Services CQC rating, 81% Children’s Services Ofsted rating); estimates for Cambian based on combined CQC and Ofsted quality ratings taken from 2017 annual results.

                                                                                                                                                                                                                                                                              16
Unique Platform with Strong Commitment to Workforce Engagement

                                                                              Recruitment
                                                                                         Shared
                                                                                          Best
                                                                                        Practices

                                                                                 Fostering Positive
                                                                                 Workforce Culture

                                                                                     Promoting Staff
                                                                                       Continuity

                                                                               Leveraging CareTech’s
                                                                             Learning Services Division

                                        Retention                                                                           Development

                                                                                                    500+ Employees on
         c.79%(1) Staff Retention                           c.2.2%(2) Agency Staff                                           Employee Sharesave Scheme(3)
                                                                                                Development Programmes(3)

(1)   Based on CareTech annual results 2017 presentation.
(2)   CareTech information.
(3)   Based on CareTech annual report 2017.

                                                                                                                                                 17
Financial Highlights
Enhanced Enlarged Group’s Financial Profile

                                                                                                                                                                                                          Cambian Standalone Medium Term
                               Revenue (£m)(1)                                                                                     EBITDA (£m)(1)
                                                                                                                                                                                                                Ambition and KPIs(3)

  Revenue CAGR
     ‘15-17A
        %
                              16%                10%                                                  EBITDA Margin
                                                                                                           %(2)
                                                                                                                                     24%                 10%
                                                                                                                                                                                                   >5%                        >16%
                                                                                                                                                                                                   Revenue CAGR               EBITDA Margin
                                                196

                               166                                                                                                      40                                                         >85%                       >85%
                                                                                                                                                                                                   Quality Regulatory         Average
                                                                                                                                                                                                   Score                      Occupancy

                                                                                                                                                         19
                                                                                                                                                                                                   Increasing                 >20%
                                                                                                                                                                                                   Average Daily Fee          ROCE

                                     2017A                                                                                                   2017A
                                                                                                                                                                                                                      >85%
                                                                                                                                                                                                              Operating Cash Conversion
                                                                                                             CareTech (Sep’17 YE)                            Cambian (Dec’17 YE)

(1)   CareTech 2017A revenue and underlying EBITDA based on the September year-ending 2017 annual results; Cambian 2017A revenue and adjusted EBITDA based on the December year-ending 2017 annual results.
(2)   Standalone margins excluding combination synergies.
(3)   As announced at Cambian Capital Markets Day on 30 January 2018. Note: ambitions includes contribution from growth in new capacity from planned capital expenditure.

                                                                                                                                                                                                                                     19
Tangible Near Term Synergies and Alignment of Depreciation Procedures

                             c.£6m in annual run-rate synergies expected to be achieved by FY2021, with c.£3m expected in FY2019.
                                          Further upside from operational synergies not quantified in these numbers

                                                                       c.£5.3m
1       Corporate Overheads                                            ▪ Reduction in combined central costs through rationalised head office, IT, board,
                                                                         management and other costs
                                                                                                                                                                     c.£6 million pre-tax run-rate
                                                                                                                                                                     synergies per annum by end
                                                                                                                                                                                FY2021:
                                                                       c.£0.4m
                                                                                                                                                                          ‒   c.£3 million in FY2019
2       Corporate Support Functions                                    ▪ Reduction in combined central costs through rationalised support function staff
                                                                         costs                                                                                            ‒   c.£5 million in FY2020
                                                                                                                                                                          ‒   c.£6 million in FY2021

                                                                                                                                                                          c.£7.6 million one-off
                                                                        c.£0.3m                                                                                           implementation cost
3         Procurement
                                                                        ▪ Procurement savings from scale efficiencies
                                                                                                                                                                      ‒       c.£3.0 million in FY2019
                                                                                                                                                                      ‒       c.£3.1 million in FY2020
                                                                                                                                                                      ‒       c.£1.5 million in FY2021
                                                                        ▪ Cambian's depreciation charge following Completion is expected to be lower
4
         Depreciation Procedures                                          per annum as a result of the alignment of depreciation procedures between
                                                                          Cambian and CareTech

    Note: Synergies have been reported under Rule 28.1 of the Takeover Code: reports can be found in the Rule 2.7 Announcement made by CareTech on 16 August 2016.

                                                                                                                                                                                           20
CareTech: Highly Structured and Well Invested Platform For Growth

                              Significant recent investments in group and back office infrastructure

         Back Office          Stable and sustainable processes designed for scalability
              +
       IT Infrastructure      Fully-integrated reporting suite and management systems

                              “Line of sight” reporting for each home and services across KPIs

                              Strong quality and clinical ratings across the group

                              Care quality aimed at achieving superior outcomes for service users
             Care
           Quality            Dedicated in-house compliance team and dedicated board level Care Governance

                              Better positioned as a partner of choice for local authorities and care
                               commissioners

                                                                                                         21
Integration Plan

              CareTech has a proven track-record of accretive and successfully integrated acquisitions since IPO
  CareTech’s strengths in staff retention, I.T., control of agency staffing, and compliance to be applied to Cambian’s services

   Reporting Structure
                                          Joining the senior management team of the Enlarged Group from Cambian will be
                                           Anne Marie Carrie (as COO of the Cambian operations within the Enlarged Group)

         Branding                         In line with previous CareTech acquisitions, the Cambian brand is to be retained

        Operating
      Infrastructure                      Efficient integration process expected for financial and I.T. functions

                                                                                                                        22
Strong Enlarged Group Capital Structure

                                                                                        Key Financing Terms

                               Short Term                                                   Revolving
      Facility                                                Term Loan      Term Loan
                               Bridge Loan                                                Credit Facility        £334m committed financing arranged by long-term
                                                                                                                  banking partners Lloyds Bank and NatWest

                                                                                                                 Short term bridge loan to facilitate cash
                                                                                                                  confirmation ahead of utilising Cambian’s significant
                                                                                                                  net cash position(1)

     Principal                       £80m                         £167m       £167m           £25m               Underpinned by a large property portfolio

                                                                                                                 CareTech intends to apply its existing progressive
                                                                                                                  dividend policy to the Enlarged Group

                                                                                                                 In the medium term, CareTech remains committed
                                                                                                                  to maintaining leverage at between approximately
     Maturity
                            Shortly following
                                                                 3.5 years    5 years         5 years
                                                                                                                  3-4x net debt to EBITDA
                              Completion

 (1) Net cash reported by Cambian as at 31 December 2017 of £82.8 million.

                                                                                                                                                                  23
Indicative Transaction Timetable
Indicative Timetable

      Date                                               Event

    16 Aug 18         Rule 2.7 announcement

                      Transaction documentation (Scheme Document / AIM admission document /
                       Prospectus) posted to CareTech and Cambian shareholders and/or published
     Sep 18

                      Expected Completion / Admission of Enlarged Group share capital to AIM
     Q4 18

     Nov 18

                                                                                                25
Conclusion

    Unique opportunity for investors to enhance exposure to the growing UK market for social care services for children and
1
    adults

    Highly complementary service offering and geographical coverage providing a nationwide integrated care pathway
2
    focused on higher acuity social care

    Combined operational expertise to better service local authority partners, deliver strong user outcomes, implement
3
    positive staff engagement and improve care quality

4
    Opportunity to unlock significant value through a compelling strategic fit, tangible near-term synergies and enhanced
    trading liquidity

                                                                                                                  26
Q&A
Appendix
Appendix – Overview of CareTech
CareTech Overview

                                             Operational Snapshot(1)                                                                                                                  Historical Financials L3Y (£m)
                                                                                                                                                                  EBITDA
                                                                                                                                                                                     26%                        25%                     24%
                      205                                                                           2,271                                                        Margin %(3)

                                                                                                                                                                                                                                  166
                      Freehold facilities                                                           Bed / Places                                                                                          149
                                                                                                    (Ex-Fostering)                                                             124

                      301                                                                           86%                                                                                    33                         37                      40

                      Foster Care                                                                   Blended
                                                                                                    Occupancy                                                                   2015A                      2016A                    2017A
                                                                                                                                                                                                Revenue                Underlying EBITDA

                      93%                                                                           21%                                                                                         Key Strategic Priorities
                      Mature Estate                                                                 Staff Turnover
                      Occupancy                                                                                                                                             Tangible bolt-on opportunities: expand geographical coverage and care
                                                                                                                                                                  ✓ pathways
                      4,744                                                                         81%                                                           ✓ Reconfigure existing property assets to meet market demand
                      Employees                                                                     Quality Ratings
                                                                                                    Ofsted (Children)(2)                                          ✓ Digital applications to assist with care provision
                      87-91%                                                                                                                                      ✓ Exploring international opportunities
                      Estimated Quality                                                                                                                           ✓ Continue staff development initiatives
                      Ratings CQC(2)
(1)   2017 annual report and 2018 interim presentations where available. Facilities number represent freehold properties.
(2)   Estimates based on 2018 interim report presentation (87% - Adult Services CQC rating, 91% - Specialist Services CQC rating, 81% Children’s Services Ofsted rating).
(3)   Underlying EBITDA based on the September year-ending annual results.

                                                                                                                                                                                                                                                   30
CareTech Offers an Integrated Care Pathway Focused on Higher Acuity Social
Care

                                                           Children and Young People                     Fostering                             Adults                        Learning Services
                                                     ▪ Learning disability                  ▪ Children and Young People with   ▪ Learning disabilities               ▪ Pre-employment training
                                                                                              challenging and complex
                                                     ▪ Mental Health Issues                                                    ▪ Mental Health                       ▪ Work based learning
                                                                                              behaviours
                                                     ▪ Autism Spectrum Conditions                                              ▪ Autism and Asperger’s               ▪ CareTech Aspire Programme
                                                                                            ▪ Children and Young People with
                                                     ▪ Complex social, emotional and          disabilities                     ▪ Physical disabilities
         Areas of specialism                         ▪ Behavioural difficulties                                                ▪ Sensory Impairment
                                                     ▪ Young people in crisis                                                  ▪ Dual Diagnosis
                                                     ▪ Special education needs and mental                                      ▪ Brain Injury Rehabilitation (ABI)
                                                       health                                                                    (new 2016)

                                                     ▪ Residential care                                                        ▪ Residential
                                                     ▪ Transitional services                ▪ Fostering placements             ▪ Independent supported living
             Care Provided                                                                                                                                                          n/a
                                                     ▪ Education and therapy                ▪ Family placements                ▪ Community support services
                                                     ▪ Short breaks / respite                                                  ▪ Transitional Services

                                                                        £1.5bn                           £1.6bn                               £9.5bn
      Addressable market size                                                                                                                                                       n/a
                                                                      (+5.7% p.a.)                     (+5.2% p.a.)                         (+5.5% p.a.)

             Market Share                                               3%                                1%                                   2%                                   n/a

Source: CareTech presentation for the year ended 30 September 2017.

                                                                                                                                                                                             31
A Nationwide Care Pathway Offering
                  CareTech’s Geographic Footprint(1)                                                                                                                        Revenue Breakdown by Service Line(2)
                                                                                                                              Adult Learning Disabilities
                                                                                                                              Specialist Services                                                               Young People &
                                                                                                                              Foster Care
                                                                                                                                                                                                                Children – 38%
                                                                                                                              Young People & Children
                                                                                                                              Residential Services
                                                                                                                                                                                                     9%
                                                                                                                               Schools                                                                    26%
                                        3
                                                                                                                                                                                                                                  Young People & Children
                                   12                                                                                                                                                                                             Residential
                                                                                                                                                                                                           6%                     Young People & Children –
                                                                     2                                                                                                                                                            Education & Learning Services
                                                                                                                                                                                               53%         5%                     Young People & Children –
                                                            4
                                                                                                                                                                         Adult – 62%                                              Foster Care
                                                                                                                                                                                                                                  Adult – Learning Disabilities
                                                            20                                                                                                                                                                    Adult – Specialist Services

                                                                                                                                                                                       Capacity by Service Line(3)
                                                                         10
                                                                                                                                      2
                                                                                                                                                                                                                  Capacity (Places / Beds)
                                                                                                                  4       3
                                                                                                                 6
                                                                                                                                                                 Young People & Children Residential Services               325
                                                                                     4                                4
                                                    2                                                    2
                                        2
                                                                17                                   6
                                                                                                                      2                                          Young People & Children - Foster care                      301
                                                                     2                           11
                                                4                                                                10
                                                                         2

                                                        4
                                                                             6
                                                                             15          7
                                                                                                             2                                                   Adult - Learning Disabilities                             1,732
                                                                                             2                                                  2
                                                                                                                                       2
                                                                                     4           2
                                                                                                     2
                                                                                                         2
                                                                                                                                                                 Adult - Specialist Services                                214
                                                                                                                                            17
                                                                                 3                                    2

                                                                     7                                                                              2
                                                                5
                                                                                             2
                                                                                                                               4
                                                                                                                                           22                    Total Places / Beds                                       2,572
                                                                                                     5
                                                                                                                                                        31

                                                                                                                               2
                                                                                                                                                             2
                                                                                                                                                                                                                         People(4)
                                            2
                                                                                                                                                                 Learning Services                                          509

(1)   Illustrative analysis based on locations disclosed per the H1 2017 interim results presentation.
(2)   CareTech breakdown based on revenue as per 2017 annual report; Financial year-end September 2017.
(3)   CareTech presentation for the 2018 interim results.
(4)   Number of people receiving learning services.

                                                                                                                                                                                                                                           32
Appendix – Overview of Cambian
Cambian Overview

                                         Operational Snapshot(1)                                                                                                                     Historical Financials L3Y (£m)
                                                                                                                                                             EBITDA
                                                                                                                                                            Margin %
                                                                                                                                                                                   11%                            9%                             10%

                      222                                                                1,643                                                                            161
                                                                                                                                                                                                            182
                                                                                                                                                                                                                                           196

                      Facilities                                                         Bed / Places
                                                                                         (Ex-Fostering)

                      1,920                                                             634                                                                                              18                            16                              19

                      Young People &                                                    Avg. Foster Placements                                                              2015A                               2016A                       2017A
                      Children in Care                                                                                                                                                                Revenue          Adjusted EBITDA

                      130                                                               78%                                                                           Therapeutically-led Integrated Care Model
                      Therapeutic Staff                                                 Blended Occupancy

                      29%                                                               4,539                                                                                                                                 Safety               Stabilisation

                      Staff Turnover                                                    Employees                                                                    Residential              Specialist
                                                                                                                                                                        Care                  Education                     Therapeutic             Education
                                                                                        (Average)                                                                                                                           Intervention

           1          80%                                                               >190                                                                                                                                 Parenting
                                                                                                                                                                                                                            Experience

                      Quality Ratings(2)                                                Local Authority Partners,                                                             Therapeutic
                                                                                                                                                                               Fostering
                                                                                        CCGs and Health Boards
(1)   Based on Capital Markets Day presentation. Facilities, young people & children in care, employees and local authority partners as per Cambian Annual Report 2017.
(2)   Estimates based on combined CQC and Ofsted quality ratings for Cambian taken from 2017 annual results

                                                                                                                                                                                                                                                        34
Broad Care Offering Across England and Wales
                  Cambian’s Geographic Footprint(1)                                                                                                         Revenue Breakdown by Service Line(2)
                                                                             Specialist education services
                                                                                                                                                                                      Children – 100%
                                                                             Specialist residential care services
                                                                             Foster care services
                                                                             Specialist mental health services
                                                                                                                                                                                           15%

                                                                                                                                                                                                   45%                   Young People & Children -
                                                                                                                                                                                                                         Residential
                                                                                                                                                                                                                         Young People & Children –
                                                                                                                                                                                                                         Education
                                                                                                                                                                                     40%                                 Young People & Children –
                                                                                                                                                                                                                         Foster Care

                                                                                                                                                                            Capacity by Service Line(3)
                                                                                                                                                                                                         Capacity (Places / Beds)
                                                                                                                                         Young People & Children - Residential                                    578(4)

                                                                                                                                         Young People & Children – Education                                     1,062(4)

                                                                                                                                         Young People & Children – Excl. Fostering                                1,640

                                                                                                                                         Young People & Children – Foster care                                     641

                                                                                                                                         Total Places / Beds                                                      2,281

(1)   Illustrative analysis based on locations disclosed on website.
(2)   Cambian revenue based on 2017 annual results (financial year-ending December 2017) assuming the same revenue breakdown as disclosed in the Capital Markets Day presentation.
(3)   Cambian numbers based on Capital Markets Day 2018 presentation; as at 30 June 2017.
(4)   Based on Capital Market Day presentation, referring to Cambian data as at 30 June 2017

                                                                                                                                                                                                                                 35
Cambian Offers a Comprehensive Young People & Children Social Care

                                                         Young People & Children – Residential         Young People & Children – Therapeutic           Young People & Children – Specialist
                                                                        Care                                        Fostering                                      Education

                                                       ▪ Social, Emotional and Mental
                                                         Health (SEMH) including complex needs,
                                                         challenging behaviours, abuse and neglect                                                  ▪ Special Educational Needs (SEN) including
                                                                                                     ▪ Children and young people with challenging     autism, Asperger’s syndrome
              Areas of specialism
                                                       ▪ Sexual Trauma (CSA / CSE)                     behaviour
                                                                                                                                                    ▪ Social, Emotional & Mental Health (SEMH)
                                                       ▪ Child and Adolescent Mental
                                                         Health (CAMHS) – Tier 4 and Tier 3.5

                                                       ▪ Solo homes (1-bed)                                                                         ▪ Residential & Day Schools (schools / colleges)

                                                       ▪ Dual homes (2-beds)                         ▪ Therapeutic fostering                        ▪ Day schools (supporting residential care
                                                                                                                                                      homes, SEMH Schools)
                  Care Provided                        ▪ Complex needs homes (3-4 beds)              ▪ Emotional support
                                                                                                                                                    ▪ Further education colleges
                                                       ▪ Small group homes (5-6 beds)                ▪ Foster family training and support
                                                                                                                                                    ▪ Day Schools
                                                       ▪ Learning difficulties homes (3-4 beds)

         Addressable market size(1)                                      £1.1bn p.a.                                     £1.6bn                                         £3.7bn

               Market Position(1)
                                                                            #1                                             #5                                            #1
                                                                 By no. of services                     By no. of fostered children                             By no. schools

Source: (1) Cambian Capital Market Day presentation.

                                                                                                                                                                                          36
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