REG-Misys PLC <MSY.L> Placing of Shares - Part 1

RNS Number:3241Q 
Misys PLC 
18 March 2008 
 
 
NOT FOR RELEASE BEFORE 7.00 AM 18 MARCH 2008 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO 
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 
 
Misys PLC ("Misys" or the "Company") proposed conditional placing of 42,857,143 
new ordinary shares at a placing price of 175 pence per new ordinary share 
 
Misys announces that it is today conditionally placing 42,857,143 new ordinary 
shares, with a nominal value of 1 penny per share ("Placing Shares") at a price 
of 175 pence per Placing Share (the "Placing Price") representing approximately 
8.5 per cent. of Misys's existing issued share capital, with institutional 
investors (the "Placing"). The purpose of the Placing is to part finance the 
cash element of the transaction announced earlier today by Misys, whereby Misys 
will combine Misys Healthcare with Allscripts Healthcare Solutions Inc. and 
acquire a controlling stake of 54.5 per cent. in the combined entity (calculated 
on a fully diluted basis) (the "Transaction"). The Placing is expected to raise 
approximately £75 million in gross proceeds. 
 
Misys's principal shareholder, ValueAct has demonstrated its support of the 
Transaction by agreeing to underwrite the issue of the Placing Shares through 
its affiliate ValueAct Capital Master Fund L.P. (acting through its general 
partner VA Partners I, LLC) (the ValueAct Fund). Affiliates within the ValueAct 
group currently control approximately 19.4 per cent. of the issued voting share 
capital of Misys. If the conditions to the Placing are satisfied, to the extent 
that no Placing Shares are placed with investors, the percentage of the issued 
voting share capital of Misys controlled by affiliates within ValueAct's group 
would increase to approximately 25.8%. 
 
The ValueAct Fund has deposited US$147 million, being an amount equal to its 
underwriting commitment less commission (at an exchange rate of £1:US$2, 
determined as at the close of business in London on Monday 17 March 2008), into 
an escrow account with JPMorgan Cazenove Limited, as escrow agent (the "Escrow 
Funds"). The Escrow Funds will be used to fully discharge the ValueAct Fund's 
underwriting commitment on the closing of the Placing, if required, pursuant to 
the terms and conditions of the Placing. The Placing is being managed by 
JPMorgan Cazenove Limited, as placing agent and sole bookrunner (the "Placing 
Agent"). 
 
The Conditional Placing 
 
The Placing will be the subject of an accelerated bookbuild and will be 
conducted in accordance with the attached terms and conditions. The books will 
open with immediate effect. The books are expected to close no later than 5.00 
p.m. today. The timing of the closing of the books may be accelerated at the 
absolute discretion of the Placing Agent. Details of the results of the Placing 
will be announced by the Company as soon as practicable after the close of the 
bookbuild. 
 
The Placing is conditional on, inter alia, the closing of the Transaction taking 
place before 31 December 2008 (the "Longstop Date"), and admission of the 
Placing Shares to the Official List and to trading on the London Stock 
Exchange's main market for listed securities prior to the Longstop Date. As the 
Placing is conditional, the Placing Agent will issue placees with conditional 
placing letters ("CPLs") following the close of the accelerated bookbuild. The 
CPLs will be unlisted and non-transferable. There will be no public market in 
CPLs in the period between allocation and the closing of the Placing. 
 
Following the conditions precedent to the Transaction being satisfied or waived, 
Misys will publish an announcement detailing the proposed date for closing the 
Placing. It is anticipated that placees will be given at least three business 
days' notice of such closing date (the "Closing Date"). On the Closing Date the 
Placing Shares will be issued, credited as fully paid. When issued, the Placing 
Shares will rank equally in all respects with the existing ordinary shares of 
Misys, including the right to receive all future dividends and other 
distributions. 
 
By choosing to participate in the Placing by making an oral and legally binding 
offer to acquire Placing Shares investors will be deemed to have read and 
understood this announcement in its entirety (including the Appendix) and to be 
making such offer on the terms and conditions contained herein and to be 
providing the representations, warranties and acknowledgements and undertakings 
contained in the Appendix to this announcement. 
 
This announcement is for information purposes only and does not constitute an 
offer or invitation to acquire or dispose of any securities or investment advice 
in any jurisdiction. 
 
Past performance is no guide to future performance and persons needing advice 
should consult an independent financial adviser. 
 
                                                                   18 March 2008 
Enquiries 
 
JPMorgan Cazenove                         +44 20 7588 2828 
Andrew Hodgkin 
Jonathan Wilcox 
 
 
This announcement and the information contained herein are not for release, 
publication or distribution, directly or indirectly, in or into the United 
States, Australia, Canada or Japan. This announcement is not an offer to sell or 
a solicitation of an offer to buy the Placing Shares in the United States. The 
Placing Shares have not been and will not be registered under the US Securities 
Act of 1933, as amended (the "Securities Act") and may not be offered or sold, 
directly or indirectly, in the United States absent registration or an exemption 
from registration. There will be no public offering of securities in the United 
States. The Placing Shares have not been and will not be registered with any 
regulatory authority of any state within the United States. The placing, and the 
distribution of this announcement and other information in connection with the 
placing in certain jurisdictions, may be restricted by law and persons into 
whose possession any document or other information referred to herein comes 
should inform themselves about and observe any such restriction. Any failure to 
comply with these restrictions may constitute a violation of the securities laws 
of any such jurisdiction. 
 
JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for the Company and no 
one else in connection with the Placing and the other matters referred to in 
this announcement. JPMorgan Cazenove will not regard any other person as its 
client and will not be responsible to anyone other than the Company for 
providing the protections afforded to its clients nor for giving advice in 
relation to the Placing and the other matters referred to herein. 
 
This announcement includes statements that are, or may be deemed to be, 
"forward-looking statements". These forward-looking statements can be identified 
by the use of forward-looking terminology, including inter alia the terms 
"believes", "plans", "expects", "may", "will", or "should" or, in each case, 
their negative or other variations or comparable terminology. 
 
These forward-looking statements include matters that are not historical facts 
and include statements regarding the Company's intentions, beliefs or current 
expectations concerning, among other things, the Company's results of 
operations, financial condition, liquidity, prospects, growth, strategies, the 
outlook for relevant markets and the proposed Transaction. By their nature, 
forward-looking statements involve risk and uncertainty because they relate to 
future events and circumstances. A number of factors could cause actual results 
and developments to differ materially from those expressed or implied by the 
forward-looking statements. Forward-looking statements may and often do differ 
materially from actual results. Any forward-looking statements in this 
announcement reflect the Company's view with respect to future events as at the 
date of this announcement and are subject to risks relating to future events and 
other risks, uncertainties and assumptions relating to the Company's operations, 
results of operations, growth strategy and liquidity. 
 
Save as required by relevant law or regulation, the Company undertakes no 
obligation publicly to release the results of any revisions to any 
forward-looking statements in this announcement that may occur due to any change 
in its expectations or to reflect events or circumstances after the date of this 
announcement. Information in this announcement or any of the documents relating 
to the Placing should not be relied upon as a guide to future performance. 
 
 
 
APPENDIX: TERMS AND CONDITIONS OF THE PLACING 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO 
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 
 
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS 
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT 
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING 
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR 
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS 
AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF FSMA, BEING 
PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF 
DIRECTIVE 2003/71/EC (THE PROSPECTUS DIRECTIVE) AND (2) IN THE UNITED KINGDOM 
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED OR ARE PERSONS WHO FALL WITHIN 
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, 
ETC) OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH 
PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPENDIX AND THE 
TERMS AND CONDITIONS SET OUT HEREIN (AND THE ANNOUNCEMENT OF WHICH IT FORMS 
PART) MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND 
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL 
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS APPENDIX 
(AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) MUST SATISFY THEMSELVES THAT IT IS 
LAWFUL TO DO SO. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR 
SUBSCRIPTION OF ANY SECURITIES IN MISYS PLC. 
 
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED 
STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR UNDER THE 
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND 
ABSENT REGISTRATION MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT 
PURSUANT TO AN EXEMPTION FROM, OR AS A PART OF A TRANSACTION NOT SUBJECT TO, THE 
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY 
STATE OR OTHER JURISDICTION OF THE UNITED STATES. 
 
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND 
RELATED ASPECTS OF A PURCHASE OF PLACING SHARES. 
 
THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS ONLY ADDRESSED TO AND 
DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EEA) WHO ARE 
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS 
DIRECTIVE (DIRECTIVE 2003/71/EC) ("QUALIFIED INVESTORS"). 
 
By participating in the Bookbuilding and the Placing, Placees will be deemed to 
have read and understood this Appendix in its entirety, to be participating, 
making an offer and acquiring Placing Shares on the terms and conditions 
contained herein and to be providing the representations, warranties, 
agreements, acknowledgements and undertakings contained herein. 
 
Capitalised terms used in this Appendix but not otherwise defined, shall have 
the meaning given to them in the section entitled "Definitions" at the end of 
this Appendix. 
 
 
In particular each such Placee represents, warrants and acknowledges that it: 
 
1.    is a Relevant Person and undertakes that it will acquire, hold, manage or 
dispose of any Placing Shares that are allocated to it for the purposes of its 
business; 
 
2.    in the case of a Relevant Person in a member state of the EEA which has 
implemented the Prospectus Directive (each a "Relevant Member State") who 
acquires any Placing Shares pursuant to the Placing: 
 
(a)                is a Qualified Investor; and 
 
(b)                in the case of any Placing Shares acquired by it as a 
financial intermediary, as that term is used in Article 3(2) of the Prospectus 
Directive, 
 
(i)                  the Placing Shares acquired by it in the Placing have not 
been acquired on behalf of, nor have they been acquired with a view to their 
offer or resale to, persons in any Relevant Member State other than Qualified 
Investors or in circumstances in which the prior consent of the Placing Agent 
has been given to the offer or resale; or 
 
(ii)                where Placing Shares have been acquired by it on behalf of 
persons in any member state of the EEA other than Qualified Investors, the offer 
of those Placing Shares to it is not treated under the Prospectus Directive as 
having been made to such persons; and 
 
3.    is acquiring the Placing Shares for its own account or is acquiring the 
Placing Shares for an account with respect to which it exercises sole investment 
discretion, and that it (and any such account) is outside the United States, or 
it is a dealer or other professional fiduciary in the United States acting on a 
discretionary basis for non-US beneficial owners (other than an estate or 
trust), in reliance on Regulation S. 
 
This written announcement is not an offer of securities for sale in the United 
States. Placing Shares may not be offered or sold in the United States absent 
registration under the Securities Act or an exemption from, or in a transaction 
not subject to, the registration requirements of the of the Securities Act. The 
Company has not and does not intend to offer any securities to the public in the 
United States. No money, securities or other consideration from any person 
inside the United States is being solicited and, if sent in response to the 
information contained in this announcement, will not be accepted. 
 
This announcement (including this Appendix) does not constitute an offer to sell 
or issue or the solicitation of an offer to buy or subscribe for Placing Shares 
in any jurisdiction including, without limitation, the United States, Canada, 
Australia or Japan, in which such offer or solicitation is or may be unlawful. 
This announcement and the information contained herein are not for publication 
or distribution, directly or indirectly, to persons in the United States, 
Canada, Australia, Japan or in any jurisdiction in which such publication or 
distribution is unlawful. 
 
The Placing Shares referred to in this announcement have not been and will not 
be registered under the Securities Act or with any securities regulatory 
authority of any State or other jurisdiction of the United States, and may not 
be offered, sold or transferred within the United States except pursuant to an 
exemption from, or in a transaction not subject to, the registration 
requirements of the Securities Act. Subject to certain exceptions, the Placing 
Shares are not being offered and sold in the United States. The Placing Shares 
are being offered and sold outside the United States in accordance with 
Regulation S. 
 
The distribution of this announcement and the Placing and/or issue of the 
Placing Shares in certain jurisdictions may be restricted by law. No action has 
been taken by the Company, the Placing Agent, the Underwriter or any of their 
respective Affiliates, that would permit an offer of the Placing Shares or 
possession or distribution of this announcement or any other offering or 
publicity material relating to such Placing Shares in any jurisdiction where 
action for that purpose is required. Persons into whose possession this 
announcement comes are required by the Company and the Placing Agent to inform 
themselves about and to observe any such restrictions. 
 
In this Appendix, unless the context otherwise requires, the "Company" means 
Misys plc and "Placee" includes a person (including individuals, funds or 
others) on whose behalf a commitment to acquire Placing Shares has been given. 
 
No prospectus 
 
No prospectus or other offering document has been or will be submitted to be 
approved by the Financial Services Authority (the "FSA") in relation to the 
Placing and the Placees' commitments will be made solely on the basis of the 
information contained in this announcement, the ABO Closing Announcement, the 
Merger Announcement and any publicly available information (including SEC 
filings) of Allscripts and any information publicly announced to a Regulatory 
Information Service by or on behalf of the Company on or prior to the date of 
this announcement (the "Publicly Available Information"). Each Placee, by 
participating in the Placing, agrees that it has neither received nor relied on 
any information, representation, warranty or statement made by or on behalf of 
the Placing Agent, the Company, the Underwiter or any other person other than 
the Publicly Available Information and neither the Placing Agent, the Company, 
the Underwriter nor any person acting on such person's behalf nor any of their 
Affiliates has or shall have any liability for any Placee's decision to accept 
this invitation to participate in the Placing based on any other information, 
representation, warranty or statement. Each Placee acknowledges and agrees that 
it has relied on its own investigation of the business, financial or other 
position of the Company and Allscripts in accepting a participation in the 
Placing. Nothing in this paragraph shall exclude the liability of any person for 
fraudulent misrepresentation. 
 
Details of the Placing and Underwriting Agreement and the Placing Shares 
 
Each of the Placing Agent and the Underwriter has entered into a placing and 
underwriting agreement (the "Placing and Underwriting Agreement") with the 
Company under which: 
 
(a)                the Placing Agent has undertaken to arrange the Placing and 
use its reasonable endeavours to procure Placees for the Placing Shares at the 
Placing Price; and 
 
(b)                the Underwriter has undertaken to underwrite the Placing at 
the Placing Price, 
 
More to follow, for following part double-click [nRN1R3241Q]