REG-Misys PLC <MSY.L> Placing of Shares - Part 2
Released: 18/03/2008
RNS Number:3241Q
Misys PLC
Part 2 : For preceding part double-click [nRNSR3241Q]
each on the terms and subject to the conditions set out in the Placing and
Underwriting Agreement.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares of 1 penny
per share in the capital of the Company (the "Ordinary Shares"), including the
right to receive all dividends and other distributions declared, made or paid in
respect of such Ordinary Shares after the date of issue of the Placing Shares.
The allotment and issue of the Placing Shares will be made by the Company to
Placees procured by the Placing Agent (or, if applicable, to the Underwriter) in
consideration for the transfer to the Company of certain shares in a Jersey
incorporated company by the Placing Agent.
Application for admission to listing and trading
Application will be made to the FSA for admission of the Placing Shares to the
official list maintained by the FSA (the Official List) and to the London Stock
Exchange for admission to trading of the Placing Shares on the London Stock
Exchange's market for listed securities (together "Admission") It is expected
that Admission will take place on or before 31 December 2008 (the "Longstop
Date") and dealings in the Placing Shares on the London Stock Exchange's main
market for listed securities will commence at the same time.
Bookbuilding
The Placing Agent will today commence the Bookbuilding to determine demand for
participation in the Placing by Placees. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. Each of the Placing Agent and the Underwriter will be paid customary
commercial fees for the provision of their services pursuant to the Placing.
The Placing Agent, the Underwriter and the Company shall be entitled to effect
the Placing by such alternative method to the Bookbuilding as they may, in their
sole discretion, determine.
Principal terms of the Bookbuilding and Placing
1. The Placing Agent (whether through itself or any of its
Affiliates) is arranging the Placing as an agent of the Company. Participation
in the Placing will only be available to persons who may lawfully be, and are,
invited by the Placing Agent to participate.
2. The Bookbuilding will be at a price of 175 pence per
Placing Share (the "Placing Price") and shall be payable to the Placing Agent by
all Placees. The results of the Bookbuilding are expected to be announced by 5:
00 p.m today (the "ABO Closing Announcement") via a Regulatory Information
Service, although the Placing Agent and the Company reserve the right to close
the books earlier.
3. To bid in the Bookbuilding, Placees should communicate
their bid by telephone to their usual sales contact at JPMorgan Cazenove. Each
bid should state the number of shares in the Company which a prospective Placee
wishes to acquire at the Placing Price. Bids may be scaled down by the Placing
Agent on the basis referred to in paragraph 6 below.
4. The Placing Agent may, in agreement with the Company,
accept bids that are received after the Bookbuilding has closed. The Company
reserves the right to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its discretion.
5. Allocations will be confirmed in a conditional placing
letter ("CPL") by the Placing Agent as soon as practicable following the close
of the Bookbuilding. The Placing Agent's confirmation by CPL of an allocation
will give rise to a legally binding commitment by the Placee concerned, in
favour of the Placing Agent and the Company, under which it agrees to acquire
the number of Placing Shares allocated to it on the terms and subject to the
conditions set out in this Appendix and the Company's memorandum and articles of
association.
6. Subject to paragraph 4 above, the Placing Agent may choose
to accept bids, either in whole or in part, on the basis of allocations
determined at its discretion (in agreement with the Company) and may scale down
any bids for this purpose on such basis as it may determine. The Placing Agent
may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent
of the Company (a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (b) allocate
Placing Shares after the Bookbuilding has closed to any person submitting a bid
after that time.
7. A bid in the Bookbuilding will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the Placing Agent's
consent, will not be capable of variation or revocation after the time at which
it is submitted. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Placing Agent, to pay to it (or as it may
direct) in cleared funds an amount equal to the product of the Placing Price and
the number of Placing Shares such Placee has agreed to acquire and which is
recorded in the CPL.
8. Except as required by law or regulation, no press release
or other announcement will be made by the Placing Agent or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
10. All obligations under the Bookbuilding and Placing will be
subject to fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing".
11. By participating in the Bookbuilding each Placee will agree
that its rights and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Placee.
12. To the fullest extent permissible by law, neither the Placing
Agent, the Underwriter nor any of their respective Affiliates shall have any
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither the Placing Agent, the Underwriter
nor any of their respective Affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of the Placing
Agent's conduct of the Bookbuilding or of such alternative method of effecting
the Placing as the Placing Agent, the Underwriter and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
CPL in hard copy or by electronic format which will confirm the number of
Placing Shares allocated to them, the Placing Price and the aggregate amount
owed by them to the Placing Agent. Each Placee will be deemed to agree that it
will do all things necessary to ensure that delivery and payment are completed
in accordance with either the standing CREST or certificated settlement
instructions which they have in place with the Placing Agent.
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system. Settlement through CREST will be on a T +3 basis
unless otherwise notified by the Placing Agent and is expected to occur on or
before the Longstop Date. Settlement will be on a delivery versus payment basis.
However, in the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the Placing, the
Company, the Placing Agent and the Underwriter may agree that the Placing Shares
should be issued in certificated form. The Placing Agent reserves the right to
require settlement of the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as it deems necessary if delivery or settlement to
Placees is not practicable within the CREST system or would not be consistent
with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received on the due date in
accordance with the arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of 2 percentage points above prevailing
LIBOR.
If Placees do not comply with their obligations and fail to acquire on the
Closing Date the Placing Shares conditionally allotted to such Placees pursuant
to the CPL's, upon the terms of and subject to the conditions of the Placing and
Underwriting Agreement, the Underwriter (as principal) has agreed to acquire
such number of Placing Shares on the Closing Date.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing and Underwriting Agreement becoming
unconditional and not having been terminated in accordance with its terms.
The obligations of the Placing Agent and the Underwriter under the Placing and
Underwriting Agreement are, and the Placing is, conditional on, inter alia:
(a) the Merger Agreement having been duly executed and delivered
by the parties thereto prior to or on the date of the Placing and Underwriting
Agreement;
(b) all conditions to the Merger contained in the Merger
Agreement (other than those conditions, which by their terms cannot be satisfied
until the time of the Closing) having been satisfied and/or (with the prior
written consent of each of the Underwriter and the Placing Agent (not to be
unreasonably withheld or delayed)) waived in writing by the parties thereto in
accordance with the terms of the Merger Agreement;
(c) the Merger Agreement remaining in full force and effect at,
and not having been terminated in accordance with its terms prior to, Admission;
(d) there having occurred neither (i) any default, nor (ii) any
unremedied breach or series of unremedied breaches of the terms of the Merger
Agreement, which when taken either singly or together amount to a material
breach of the terms of the Merger Agreement, and which has or have not been
remedied or waived prior to Admission (provided always that, in relation to any
such waiver, the prior written consent of each of the Underwriter and the
Placing Agent (not to be unreasonably withheld or delayed) shall have been
obtained);
(e) the Circular being approved by the FSA and published in
accordance with the Listing Rules and the Company's shareholders approving the
terms of the Merger at an extraordinary general meeting convened for the
purpose, prior to the publication of the Placing Closing Announcement, and the
Circular being consistent, in all material respects, with all statements and all
expressions of opinion, intention or expectation made herein and in the Merger
Announcement;
(f) Admission and Admission to Trading occurring by not later
than 8:00 a.m. on the Closing Date;
(g) the fulfilment by the Company of its obligations under the
Placing and Underwriting Agreement, and the satisfaction by the Company of all
conditions which are to be satisfied by it under the Placing and Underwriting
Agreement or under the terms of the Placing, which are required to be performed
or satisfied on or prior to Admission. If the conditions in the Placing and
Underwriting Agreement are not satisfied or waived in accordance with the
Placing and Underwriting Agreement within the stated time periods (or such later
time and/or date as may be agreed between the Company, the Placing Agent and the
Underwriter), or the Placing and Underwriting Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee agrees that
no claim can be made by or no behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
By participating in the Bookbuilding, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
Each of the Placing Agent and the Underwriter may, at their discretion and upon
such terms as they determine, waive compliance by the Company, or extend the
time and/or date for fulfilment by the Company, with the whole or any part of
any of the Company's obligations in relation to the conditions in the Placing
and Underwriting Agreement, save that certain conditions including the condition
relating to Admission by the Longstop Date may not be waived and that no waiver
shall be effective in the event that the Merger Agreement has been terminated in
accordance with its terms. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
Neither the Placing Agent, the Underwriter nor any of their respective
Affiliates nor the Company shall have any liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any condition to the Placing nor for
any decision any of them may make as to the satisfaction of any condition or in
respect of the Placing generally.
Termination of the Placing
If, at any time before Admission:
(a) the Company has failed to comply with any obligation under the
Placing and Underwriting Agreement which, in any case, is material in the
context of the Placing or Admission; or
(b) any matter or circumstance arises or pertains as a result of
which any of the specified conditions set out in the Placing and Underwriting
Agreement will not be satisfied in accordance with its terms on or before the
relevant time(s) and dates(s) (if any) stated therein and continue to be
satisfied as at Admission; or
(c) the Merger Agreement lapses, is terminated in accordance with
its terms or the conditions to the Merger are no longer capable of satisfaction
and are not waived (provided always that the prior written consent of the
Underwriter and the Placing Agent (not to be unreasonably withheld or delayed)
shall have been obtained in accordance with the Placing and Underwriting
Agreement); or
(d) the Company fails to satisfy its obligations to deliver a
warranty certificate to each of the Placing Agent and the Underwriter at
Closing,
the Placing Agent, on behalf of itself and the Underwriter (following
consultation and agreement with the Underwriter), after having (i) informed the
Company of its intention to terminate the obligations of the Placing Agent and
the Underwriter under the Placing and Underwriting Agreement, and (ii) having
considered any representations of the Company if in the circumstances it shall
be practicable to do so, may in its absolute discretion, terminate the
obligations of itself and the Underwriter under the Placing and Underwriting
Agreement with immediate effect by notice in writing delivered to the Company or
(if such delivery is not practicable in the circumstances) by an oral
communication to any Director (such communication to be confirmed in writing by
the Placing Agent (on behalf of itself and the Underwriter), as soon as
reasonably practicable afterwards), and such delivery or communication to be
made before Admission.
If the Placing and Underwriting Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the Placing as
described in this announcement (including this Appendix) shall cease and
terminate at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees that the exercise by the
Company or the Placing Agent, on behalf of itself and the Underwriter, of any
right of termination or any other right or other discretion under the Placing
and Underwriting Agreement shall be within the absolute discretion of the
Company or the Placing Agent and the Underwriter (as the case may be) and that
neither the Company, the Placing Agent nor the Underwriter need make any
reference to such Placee and that neither the Company, the Placing Agent, the
Underwriter nor any of their respective Affiliates shall have any liability to
such Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and will not be
capable of rescission or termination by it after oral confirmation by the
Placing Agent following the close of the Bookbuilding.
Representations and further terms
By submitting a bid in the Bookbuilding, each prospective Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges and agrees
(for itself and for any such prospective Placee) that:
1. it has read this announcement (including this Appendix) in
its entirety and that its purchase of the Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus or other
offering document has been or will be prepared in connection with the Placing;
3. (a) it has made its own assessment of the Company,
Allscripts, the Placing Shares and the terms of the Placing and the Merger based
on Publicly Available Information; (b) neither the Placing Agent, the
Underwriter nor their Affiliates or the Company has made any representation to
it, express or implied, with respect to the Company, Allscripts, the Placing,
the Placing Shares or the Merger or the accuracy, completeness or adequacy of
the Publicly Available Information; and (c) it has conducted its own
investigation of the Company, Allscripts, the Placing, the Placing Shares and
the Merger satisfied itself that the information is still current and relied on
that investigation for the purposes of its decision to participate in the
Placing;
4. the content of this announcement is exclusively the
responsibility of the Company and that neither the Placing Agent, the
Underwriter nor any person acting on their respective behalf is responsible for
or has or shall have any liability for any information or representation
relating to the Company contained in this announcement or the Publicly Available
Information nor will be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or statement
contained in this announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person for
fraudulent misrepresentation;
5. it is not, and at the time the Placing Shares are acquired
will not be, a resident of Australia, Canada or Japan, and each of it and the
beneficial owner of the Placing Shares is, and at the time the Placing Shares
are acquired will not be in the United States and will be acquiring the Placing
Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of
Regulation S and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Placing Shares, will not look to the Placing Agent or the Underwriter for
all or part of any such loss it may suffer, is able to bear the economic risk of
an investment in the Placing Shares, is able to sustain a complete loss of the
investment in the Placing Shares and has no need for liquidity with respect to
its investment in the Placing Shares;
6. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and sale
nor will a prospectus be cleared in respect of any of the Placing Shares under
the securities laws of the United States, Australia, Canada or Japan and,
subject to certain exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United States,
Australia, Canada or Japan;
7. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the Placing
under the laws of all relevant jurisdictions;
(b) has fully observed such laws;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out or
referred to in this Appendix) to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto;
8. the Placing Shares have not been and will not be registered
under the Securities Act, or under the securities laws of any state of the
United States and, subject to certain exceptions, may not be offered or sold or
delivered or transferred, directly or indirectly, in or into the United States;
9. if it is a pension fund or investment company, its purchase
of Placing Shares is in full compliance with applicable laws and regulations;
10. it is not a resident of the United States and is purchasing
the Placing Shares in an "offshore transaction" in accordance with Regulation S
under the Securities Act;
11. participation in the Placing is on the basis that it is not
and will not be a client of the Placing Agent and that neither the Placing Agent
nor the Underwriter has any duties or responsibilities to a Placee for providing
protections afforded to its clients or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing and Underwriting Agreement;
12. it (and any person acting on its behalf) will make payment to
the Placing Agent in accordance with the terms and conditions of this
announcement on the due times and dates set out in this announcement;
13. the person who it specifies for registration as holder of the
Placing Shares will be (a) the Placee or (b) a nominee of the Placee, as the
case may be. Neither the Placing Agent, the Company nor the Underwriter will be
responsible for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing
on the basis that the Placing Shares will be allotted to a CREST stock account
of the Placing Agent who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;
14. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating in
the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability;
15. it and any person acting on its behalf falls within Article 19
(5) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and undertakes that it will acquire, hold,
manage and (if applicable) dispose of any Placing Shares that are allocated to
it for the purposes of its business only;
16. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to Admission except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning of
section 85(1) FSMA;
17. it is a qualified investor as defined in section 86(7) of
FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the
Prospectus Directive;
18. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the FSMA)
relating to Placing Shares in circumstances in which section 21(1) of the FSMA
does not require approval of the communication by an authorised person;
19. it has complied and it will comply with all applicable
provisions of the FSMA with respect to anything done by it or on its behalf in
relation to the Placing Shares in, from or otherwise involving the United
Kingdom;
20. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the European Economic Area prior to Admission
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not resulted and which
will not result in an offer to the public in any member state of the European
Economic Area within the meaning of the Prospectus Directive (which means
Directive 2003/71/EC and includes any relevant implementing measure in any
member state);
21. it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000 and the Money Laundering Regulations (2003) (the
"Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
22. the Company, the Placing Agent, the Underwriter and others
will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements, agreements and undertakings;
23. represents and warrants that if it is a financial intermediary
as that term is used in Article 3(2) of the Prospective Directive, the Placing
Shares purchased by it in the Placing have not been acquired on a
non-discretionary basis on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in a member state of the European Economic
Area which has implemented the Prospective Directive other than Qualified
Investors, or, in the circumstances in which the prior written consent of the
Placing Agent has been given to the offer or resale;
24. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
25. this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be governed by
and construed in accordance with English law. All agreements to acquire shares
pursuant to the Bookbuilding and/or the Placing will be governed by English law
and the English courts shall have exclusive jurisdiction in relation thereto
except that proceedings may be taken by the Placing Agent in any jurisdiction in
which the relevant Placee is incorporated or in which any of its securities have
a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Placing Agent and
the Underwriter harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing.
Please also note that the agreement to allot and issue Placing Shares to Placees
(or the persons for whom Placees are contracting as agent) free of stamp duty
and stamp duty reserve tax in the UK relates only to their allotment and issue
to Placees, or such persons as they nominate as their agents, directly by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there were any such arrangements, or
the settlement related to other dealings in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the Company, the
Placing Agent nor the Undewriter would be responsible. If this is the case, it
would be sensible for Placees to take their own advice and they should notify
the Placing Agent accordingly. In addition, Placees should note that they will
be liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the UK by them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares.
The representations, warranties, acknowledgements and undertakings contained in
this Appendix are given to the Placing Agent and the Underwriter for themselves
and on behalf of the Company and are irrevocable.
The Placing Agent is acting exclusively for the Company and no one else in
connection with the Bookbuilding and the Placing, and the Placing Agent will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to the Bookbuilding or the Placing or any other matters
referred to in this announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that the
Placing Agent and the Underwriter owe no fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or indemnities in
the Placing and Underwriting Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Placing Agent may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in respect
of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with the
Placing Agent, any money held in an account with the Placing Agent on behalf of
such Placee and/or any person acting on behalf of such Placee will not be
treated as client money within the meaning of the relevant rules and regulations
of the FSA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from the Placing Agent's money in accordance with the
client money rules. The money will be held by it under a banking relationship
and not as trustee and will be used by the Placing Agent in the course of its
own business and the Placee will rank only as a general creditor of the Placing
Agent.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. Each Placee and each person
acting on behalf of the Placee acknowledges that neither the Placing Agent, the
Underwriter nor any of their respective Affiliates, is making any
recommendations to it, advising it regarding the suitability of any transactions
it may enter into in connection with the Placing nor providing advice in
relation to the Placing nor in respect of any warranties, representations,
undertakings or indemnities contained in the Placing and Underwriting Agreement
nor the exercise or performance of any of the Placing Agent's and the
Underwriter's rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination rights.
All times and dates in this announcement are to times and dates in London and
may be subject to amendment. The Placing Agent will notify Placees and any
persons acting on behalf of the Placees of any changes.
DEFINITIONS
In this announcement, unless the context otherwise requires:
ABO Closing Announcement means the press announcement by the Company giving
details of the number of Placing Shares to be allotted pursuant to the Placing
at the Placing Price;
Affiliate means in respect of a person, any holding company or subsidiary
undertaking of such person or any subsidiary undertaking of any such holding
company, or any of their respective associated undertakings;
Allscripts means Allscripts Healthcare Solutions Inc.;
Bookbuilding means the process to be carried out by the Placing Agent to
establish demand from potential Placees for the Placing Shares at the Placing
Price;
Circular means the circular giving details of the Merger and containing the EGM
Notice, approved by the FSA and which is to be sent to shareholders of the
Company;
Closing Date means the date to be specified by the Company for the closing of
the Placing and in any event before the Longstop Date;
Company means Misys plc, a company registered in England and Wales whose
registered office is at Burleigh House, Chapel Oak, Salford Priors, Evesham WR11
8SP;
Director means a director of the Company from time to time;
EGM Notice means the notice convening the EGM;
Extraordinary General Meeting or EGM means the Extraordinary General Meeting of
the Company to be convened for the purpose, inter alia, of approving the Merger
at which, inter alia, the EGM Resolutions will be proposed;
EGM Resolutions means the resolutions proposed in the EGM Notice;
FSA means the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of the FSMA and in the exercise
of its functions in respect of the admission of securities to the Official List
otherwise than in accordance with Part VI of the FSMA;
FSMA means the Financial Services and Markets Act 2000, as amended;
Group means the Company and its subsidiary undertakings;
JPMorgan Cazenove or the Placing Agent means JPMorgan Cazenove Limited, a
company registered in England and Wales whose registered office is at 20
Moorgate, London EC2R 6DA;
Listing Rules means the listing rules produced by the FSA under Part VI of the
FSMA and forming part of the FSA's Handbook of rules and guidance, as amended
from time to time;
London Stock Exchange means London Stock Exchange plc;
Longstop Date means 31 December 2008;
Merger means the transaction announced earlier today by the Company pursuant to
the Merger Announcement, whereby the Company will combine Misys Healthcare with
Allscripts and acquire a controlling stake of 54.5 per cent. in the combined
entity (calculated on a fully diluted basis);
Merger Agreement means the agreement dated the date hereof between, inter alia,
the Company and Allscripts in connection with the Merger;
Merger Announcement means the press announcement dated the date hereof relating
to the signing of the Merger Agreement;
Ordinary Shares means ordinary shares with a nominal value of 1 penny each in
the capital of the Company;
Placees means persons (including individuals, funds or others) on whose behalf a
commitment to acquire Placing Shares has been given and Placee means any one of
them;
Placing means the placing of the Placing Shares by the Placing Agent on behalf
of the Company pursuant to the provisions of the Placing and Underwriting
Agreement;
Placing and Underwriting Agreement means the agreement dated the date of this
announcement between the Company, the Placing Agent and the Underwriter relating
to the Placing;
Placing Price means 175 pence per Ordinary Share at which the Placing Shares are
to be placed with Placees;
Regulation S means Regulation S promulgated under the Securities Act;
Regulatory Information Service means any of the regulatory information services
included within the list maintained on the London Stock Exchange's website;
Securities Act means the United States Securities Act of 1933, as amended;
Underwriter means ValueAct Capital Master Fund L.P., acting through its general
partner VA Partners I, LLC;
United Kingdom or UK means the United Kingdom of Great Britain and Northern
Ireland; and
United States means the United States of America, its territories and
possessions, any State of the United States and the District of Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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