NEW! Investment Companies Centre
Virgin Credit Card:
£482.62m
-1.50p ()
88.25p
* COMMUNICATION IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
MISYS PLC ("Misys" or the "Company") announcement of the closing of the placing of 42,857,143 new ordinary shares ("Placing Shares") by Misys at a placing price of 175 pence per Placing Share
7 October 2008
Misys today confirms that the conditions precedent to its merger with a subsidiary of Allscripts Healthcare Solutions Inc. (the "Transaction") have been met and gives notice that the closing date for settlement of the Placing Shares will be 10 October 2008 (the "Closing Date"), within the expected timeframe for closing the Transaction.
Further to the announcement made on 18 March 2008 relating to the closing of books for its accelerated bookbuild process (the "Placing"), ValueAct Capital Master Fund L.P. (acting through its general partner VA Partners I, LLC) (" ValueAct") will acquire all of the Placing Shares pursuant to the underwriting commitment provided by it at the time of the Placing. Upon acquisition of the Placing Shares, the percentage of the issued voting share capital of the Company controlled by affiliates within ValueAct's group will increase to approximately 25.7 per cent. The Placing Shares represent approximately 8.5 per cent. of Misys's issued ordinary share capital prior to the Placing.
Application has been made for the Placing Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities. Admission is expected to become effective on 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 respect with the existing ordinary shares of Misys, including the right to receive all future dividends and distributions.
ENDS
For further information, please contact:
Enquiries * JPMorgan Cazenove Limited * +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.
vendor