TIDMEMIS
RNS Number : 3008R
EMIS Group PLC
25 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
25 October 2023
RECOMMED CASH ACQUISITION
OF
EMIS GROUP PLC ("EMIS")
BY
BORDEAUX UK HOLDINGS II LIMITED ("Bidco")
an affiliate of
Optum Health Solutions (UK) Limited ("oPTUM uk")
and a wholly owned subsidiary of
UnitedHealth Group Incorporated ("unitedhealth group")
COURT SANCTION OF SCHEME, EXERCISE OF OPTIONS, ISSUE OF EQUITY
AND RULE 2.9 ANNOUNCEMENT
On 17 June 2022, the Boards of Bidco and EMIS announced that
they had reached agreement on the terms of a recommended all cash
offer pursuant to which Bidco will acquire the entire issued and to
be issued ordinary share capital of EMIS (the "Acquisition"). The
Acquisition is being implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). Capitalised terms used but not defined in this
announcement have the meanings given to them in the scheme document
published on 8 July 2022 containing the full terms and conditions
of the acquisition by Bidco of the entire issued and to be issued
share capital of EMIS (the "Scheme Document"). All references to
times in this announcement are to London, United Kingdom times
unless otherwise stated.
On 9 August 2022, the Scheme was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
Special Resolution to implement the Scheme was approved by the
requisite majority of EMIS Shareholders at the General Meeting.
Further to the announcement made on 9 August 2022 in relation to
the results of the Court Meeting and the General Meeting and the
announcement made on 29 September 2023 in relation to the
satisfaction of all of the Conditions to the Acquisition relating
to regulatory approvals , the Boards of EMIS and Bidco are pleased
to announce that the High Court of Justice in England and Wales has
today issued a Court Order sanctioning the Scheme under section 899
of the Companies Act 2006, pursuant to which the Acquisition is
being implemented ("Court Sanction").
Next steps and Timetable
The Scheme remains conditional on the delivery of a copy of the
Court Order to the Registrar of Companies, which is expected to
occur on 27 October 2023 and a further announcement will be made at
that time. EMIS hereby confirms that the Scheme Record Time will be
26 October 2023 at 6.00 p.m. (the "Scheme Record Time"). Scheme
Shareholders whose names appear on EMIS's register of members at
the Scheme Record Time will, upon the Scheme becoming effective in
accordance with its terms, be entitled to receive consideration as
provided for in the Scheme Document.
The last day and time for dealings in, and for registrations of
transfers of, and disablement in CREST of, EMIS Shares is expected
to be 26 October 2023 at 6.00 p.m. The admission to trading of EMIS
Shares on the London Stock Exchange's AIM Market ("AIM") will be
suspended with effect by 7.30 a.m. on 27 October 2023. The
suspension is made pursuant to EMIS's application to the London
Stock Exchange and is being effected as part of the Scheme. Once
suspended, it is not expected that trading in EMIS Shares will
recommence. It is therefore expected that, subject to the Scheme
becoming Effective, the cancellation of trading of the EMIS Shares
on AIM will take place by 7.00 a.m. on 30 October 2023.
By 7.00 a.m. on 30 October 2023, share certificates in respect
of EMIS Shares will cease to be valid and entitlements to EMIS
Shares held within the CREST system will be cancelled.
There has been no change to the expected timetable of principal
events relating to the Scheme that was set out in the appendix to
the announcement by the Boards of Bidco and EMIS dated 29 September
2023. If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to EMIS Shareholders by
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions relating to
persons in Restricted Jurisdictions, also be available on EMIS's
website at https://governance.emisgroupplc.com/.
Exercise of Options and Issue of Equity
The Board of EMIS further announces that 846,034 new ordinary
shares of 1 pence each in the capital of EMIS ("Ordinary Shares")
have been issued and allotted to satisfy the exercise of share
options and vesting of awards held by employees (including certain
directors) of EMIS on Court Sanction (the "New Ordinary Shares").
Accordingly, an application was made by EMIS for the New Ordinary
Shares to be admitted to trading on AIM, and admission to trading
on AIM took place at 8.00 a.m. on 25 October 2023
("Admission").
In connection with the above exercise of options and vesting of
awards, EMIS has been notified that the following directors /
persons discharging managerial responsibility ("PDMR") received
Ordinary Shares as detailed below.
New
Previous Ordinary Shareholding
Director / PDMR Shareholding* % Shares on Admission* %
Andrew Thorburn 114,493 0.18% 154,259 268,752 0.42%
Peter Southby 55,432 0.09% 71,885 127,317 0.20%
*Includes close relatives
In accordance with Rule 2.9 of the Takeover Code, EMIS has in
issue 64,157,430 Ordinary Shares (and, for the avoidance of doubt,
no treasury shares). T his figure may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the share capital of EMIS under the FCA's
Disclosure Guidance and Transparency Rules. The International
Securities Identification Number (ISIN) for EMIS's ordinary shares
is GB00B61D1Y04 .
Enquiries:
EMIS
+44 (0) 330 024
Andy Thorburn, Chief Executive Officer 1269
Peter Southby, Chief Financial Officer
Deutsche Numis (Financial adviser, corporate
broker and nominated adviser to EMIS)
+44 (0) 207 260
Simon Willis 1000
Joshua Hughes
Havish Patel
+44 (0) 203 128
MHP (PR adviser to EMIS) 8100
Reg Hoare EMIS@mhpgroup.com
Ollie Hoare
Matthew Taylor
Bidco / Optum UK
Aisling Kearney +44 7971 428266
Robey Warshaw (Financial Adviser to UnitedHealth
Group and Bidco)
Simon Warshaw +44 20 7317 3900
Philip Apostolides
FGS Global (PR Adviser to Bidco and Optum
UK)
John Gray +44 20 7251 3801
Amanda Healy Optum-LON@fgsglobal.com
Travers Smith LLP are retained as legal adviser to EMIS and
Slaughter and May are retained as legal adviser to Bidco and
UnitedHealth Group.
Important notices
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition is being made solely pursuant to the
terms of the Scheme Document (or, if the Acquisition is implemented
by way of an Offer, the Offer Document), which contains the full
terms and conditions of the Acquisition. Any decision in respect
of, or other response to, the Acquisition should be made only on
the basis of the information in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer
Document).
This announcement does not constitute a prospectus or prospectus
equivalent document.
Robey Warshaw, which is authorised and regulated by the FCA in
the UK, is acting exclusively for UnitedHealth Group and Bidco and
no one else in connection with the Acquisition and will not be
responsible to anyone other than UnitedHealth Group and Bidco for
providing the protections afforded to clients of Robey Warshaw or
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Numis Securities Limited ("Deutsche Numis") which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Kin and Carta and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Kin and Carta for providing the protections afforded to
clients of Deutsche Numis nor for providing advice in relation to
any matter referred to in this announcement or any transaction or
arrangement referred to herein. Deutsche Numis is not responsible
for the contents of this announcement. Neither Deutsche Numis nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Numis in connection with this
announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.
Overseas jurisdictions
This announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with the laws of England and Wales, the
Takeover Code, the AIM Rules, the Market Abuse Regulation (EU
596/2014) and the Disclosure Guidance and Transparency Rules and
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside England.
The release, publication or distribution of this announcement in
or into certain 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 of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to EMIS Shareholders who are
not resident in and citizens of the UK may be affected by the laws
of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their EMIS Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders are contained
in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction.
Copies of this announcement and any formal documentation relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
this announcement and all such documents relating to the
Acquisition (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the AIM Rules.
Additional information for US investors
EMIS Shareholders in the US should note that the Acquisition
relates to the securities of an English company, is subject to UK
disclosure requirements and practices (which are different from
those of the US) and is proposed to be implemented by means of a
scheme of arrangement under the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the
US Securities Exchange Act of 1934, as amended (the "US Exchange
Act"). Accordingly, the Acquisition and the Scheme will be subject
to the disclosure requirements and practices applicable in the UK
to schemes of arrangement, which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement and the
Scheme Document has been or will have been prepared in accordance
with IFRS, and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US. However, if, in the future, Bidco were to
exercise its right to implement the Acquisition of the EMIS Shares
by way of an Offer and determines to extend the offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act.
The receipt of cash pursuant to the Acquisition by a US investor
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each EMIS Shareholder is urged to
consult with legal, tax and financial advisers in connection with
making a decision regarding the Acquisition.
It may be difficult for US investors to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and EMIS 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 US. US investors may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco or its nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, EMIS Shares outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase will
be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com.
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Acquisition, passed upon the merits or fairness of the Acquisition
or passed any opinion upon the accuracy, adequacy or completeness
of this announcement (nor will it do so in respect of the Scheme
Document). Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco, Optum UK,
any member of the Wider Optum Group, EMIS or any member of the
Wider EMIS Group may contain statements which are, or may be deemed
to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco, Optum UK, any member of the Wider Optum
Group, EMIS or any member of the Wider EMIS Group (including their
future prospects, developments and strategies), the expected timing
and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"prepares", "plans", "expects" or "does not expect", "is expected",
"is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "intends",
"cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Bidco's, Optum UK's, EMIS's, any member of
the Wider Optum Group's or any member of the Wider EMIS Group's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, Optum UK's, EMIS's, any member
of the Wider Optum Group's or any member of the Wider EMIS Group's
business.
Although Bidco and EMIS believe that the expectations reflected
in such forward-looking statements are reasonable, Bidco, Optum UK,
the Wider Optum Group, EMIS and the Wider EMIS Group can give no
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the satisfaction of the Conditions;
changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future
exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants;
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which Bidco, Optum UK, the Wider
Optum Group, EMIS and/or the Wider EMIS Group operate; weak,
volatile or illiquid capital and/or credit markets; changes in the
degree of competition in the geographic and business areas in which
Bidco, Optum UK, each member of the Wider Optum Group, EMIS and/or
each member of the Wider EMIS Group operate; and changes in laws or
in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.
Neither Bidco, Optum UK, the Wider Optum Group, EMIS nor the
Wider EMIS Group, nor any of their respective associates or
directors, officers or advisers, provide any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential
investors are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and 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.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor EMIS is under any obligation, and
Bidco and EMIS expressly disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for EMIS for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
EMIS.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm on the
10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm on
the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on EMIS's, UnitedHealth Group's and Optum UK's
websites at https://www.governance.emisgroupplc.com,
www.unitedhealthgroup.com/investors.html and www.optum.co.uk/,
respectively, by no later than 12 noon on the first Business Day
following the date of this announcement. For the avoidance of
doubt, neither the contents of these websites nor any website
accessible from hyperlinks is incorporated into or forms part of
this announcement.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, EMIS
Shareholders, persons with information rights and participants in
EMIS Share Plans may request a hard copy of this announcement by
contacting Link Group between 9.00 a.m. to 5.30 p.m. Monday to
Friday (excluding public holidays in England and Wales) on 0371 664
0300 (or +44 (0) 371 664 0300 if calling from outside the UK) or by
submitting a request in writing to Link Group at Central Square,
Wellington Street, Leeds LS1 4DL. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. For
persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement
will not be sent unless so requested. Such persons may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by EMIS Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from EMIS may be provided to Bidco during the Offer Period as
requested under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
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END
SOAFEFFLIEDSEIS
(END) Dow Jones Newswires
October 25, 2023 10:52 ET (14:52 GMT)
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