REG-Misys PLC <MSY.L> Further re placing of shares
Released: 18/03/2008
RNS Number:4041Q
Misys PLC
18 March 2008
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") announces the results of conditional
placing of 42,857,143 new ordinary shares by Misys at a placing price of 175
pence per new ordinary share (the "Placing")
18 March 2008
Further to the announcement made earlier today (the "ABO Launch Announcement")
regarding the opening of the accelerated bookbuild process in relation to the
new ordinary shares in Misys (the "Placing Shares"), the books are now closed.
The net proceeds from the Placing Shares which are conditionally placed, will be
used to part finance the cash element of the transaction also 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 gross proceeds of the Placing are expected to be approximately £75 million.
The market price of Misys' ordinary shares at close of business in London on 17
March 2008 was 141.75 pence.
Misys confirms that no Placing Shares have been conditionally placed with
placees and therefore all of the Placing Shares, if issued, will be acquired by
ValueAct Capital Master Fund L.P., acting through its general partner VA
Partners I, LLC, ("ValueAct") pursuant to its underwriting commitment as
described in the ABO Launch Announcement. Upon acquisition of such Placing
Shares, the percentage of the issued voting share capital of Misys controlled by
affiliates within ValueAct's group is expected to increase to approximately
25.8 per cent. The Placing Shares represent approximately 8.5 per cent of
Misys's issued ordinary share capital prior to the launch of the Placing.
The Placing is conditional on, inter alia, the closing of the Transaction taking
place before 31 December 2008.
Application will be made for, and the placing is conditional on, admission of
the Placing Shares to the Official List of the UK Listing Authority and to
trading on the London Stock Exchange plc's main market for listed securities
("Admission").
Following the conditions precedent to the Transaction being satisfied or waived,
Misys will publish an announcement detailing the proposed date for the closing
of the Placing and Admission.
For further information, please contact:
18 March 2008
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.
This information is provided by RNS
The company news service from the London Stock Exchange
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