REG - Optum UK EMIS Group PLC - RECOMMENDED CASH OFFER FOR EMIS GROUP PLC

EMISAnnouncement

17/06/2022 16:00

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RNS Number : 3480P  Optum UK  17 June 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

17 June 2022

RECOMMENDED CASH ACQUISITION

of

EMIS GROUP PLC

by

BORDEAUX UK HOLDINGS II LIMITED

(an affiliate of Optum Health Solutions (UK) Limited and a wholly owned
subsidiary of UnitedHealth Group Incorporated)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Summary

·    The Boards of 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"), and EMIS
Group plc ("EMIS") are pleased to announce that they have reached agreement on
the terms and conditions of a recommended all cash offer to be made by Bidco
for the entire issued, and to be issued, ordinary share capital of EMIS (the
"Acquisition"). It is intended that the Acquisition will be implemented by way
of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Co-operation
Agreement).

·    Under the terms of the Acquisition, each EMIS Shareholder will be
entitled to receive:

for each EMIS Share: 1,925 pence in cash

·    The Acquisition values the entire issued, and to be issued, ordinary
share capital of EMIS at approximately £1,243 million.

·    The price per EMIS Share represents a premium of approximately:

·    49 per cent. to the Closing Price of 1,292 pence per EMIS Share on 16
June 2022 (being the last Business Day before the commencement of the offer
period);

·    46 per cent. to the volume-weighted average price of 1,320 pence per
EMIS Share for the three-month period ended 16 June 2022 (being the last
Business Day before the commencement of the offer period); and

·    32 per cent. to the all-time high Closing Price of 1,460 pence per
EMIS Share in September 2021.

·     Optum UK and its affiliates have been present in the UK for nearly
20 years seeking to support the NHS and its people in their mission. Optum UK
is a healthcare software, services and consultancy business, delivering
population health management programmes to over 45 million people in the UK
and medicines optimisation services across the UK. Optum UK's services and
analytics tools help support NHS entities to improve care and clinical
outcomes, enabling a more efficient and effective health service.

·     Optum is pleased to be investing further in the UK healthcare
sector and believes that a combination of EMIS and Optum UK would strengthen
EMIS's capabilities as a leading UK healthcare technology company, with an
enhanced ability to deliver important benefits for patients, clinicians and
the NHS.

·     The Bidco Board and the EMIS Board believe that a combination of
Optum UK and EMIS would:

·    help the NHS improve patient care and experience by providing
clinicians with innovative and improved data and technology tools that could
also free up time for clinicians;

·    more effectively support the delivery of key elements of the NHS Long
Term Plan; and

·    enable EMIS to grow its business in the UK through accelerated
investment in innovation.

·     Bidco has agreed that: (a) any Permitted Interim Dividend, being an
interim dividend of up to 17.60 pence per EMIS Share and (b) any Permitted
Final Dividend, being a final dividend of up to 21.10 pence per EMIS Share,
may each be declared and paid to EMIS Shareholders without any reduction in
the Consideration.

·    If any Permitted Interim Dividend exceeds 17.60 pence and/or any
Permitted Final Dividend exceeds 21.10 pence, Bidco reserves the right to
reduce the Consideration by an amount equal to such excess amount.

·    If the Effective Date occurs prior to 7 October 2022, there will be
no Permitted Interim Dividend and no equivalent payment will be made to EMIS
Shareholders by Bidco. If no Permitted Final Dividend is declared and paid or
becomes payable prior to the Effective Date, no equivalent payment will be
made to EMIS Shareholders by Bidco.

·    If on or after the date of this announcement and before the Effective
Date, any dividend (other than any Permitted Dividends) and/or other
distribution and/or other return of value is proposed, declared, made or paid
or becomes payable in respect of the EMIS Shares, Bidco reserves the right to
reduce the Consideration by an amount up to the amount of such dividend and/or
distribution and/or return of value, in which case, the relevant eligible
Scheme Shareholders will be entitled to receive and retain such dividend
and/or distribution and/or return of value, and any reference in this
announcement to the Consideration will be deemed to be a reference to the
Consideration as so reduced. Any exercise by Bidco of its rights referred to
in this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Scheme. If and to the extent that any such
dividend, distribution or other return of value has been declared or announced
but not paid or made or is not payable in respect of the EMIS Shares prior to
the Effective Date or by reference to a record date prior to the Effective
Date or such dividend, distribution or other return of value is (i)
transferred pursuant to the Acquisition on a basis which entitles Bidco to
receive the dividend, distribution or other return of value and to retain it;
or (ii) cancelled before payment, the Consideration shall not be subject to
change in accordance with this paragraph.

·    It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act (although
Bidco reserves the right to effect the Acquisition by way of an Offer, subject
to the consent of the Panel and the terms of the Co-operation Agreement).

·    The EMIS Directors, who have been so advised by Numis as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their advice, Numis has taken into
account the commercial assessments of the EMIS Directors. Numis is providing
independent financial advice to the EMIS Directors for the purposes of Rule 3
of the Takeover Code.

·    Accordingly, the EMIS Directors confirm that they intend to recommend
unanimously that the EMIS Shareholders vote in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting, as
the EMIS Directors have irrevocably undertaken to do in respect of their own
beneficial holdings which are under their control totalling, in aggregate,
80,451 EMIS Shares representing approximately 0.127 per cent. of the issued
ordinary share capital of EMIS on 16 June 2022 (being the last Business Day
before the date of this announcement). Further details of these undertakings
are set out in paragraph 1 of Appendix 3 to this announcement.

·    In addition, certain EMIS Shareholders have irrevocably undertaken to
vote in favour of the Scheme in respect of, in aggregate, 36,045 EMIS Shares.
On 16 June 2022 (being the last Business Day before the date of this
announcement) these irrevocable undertakings together represented
approximately 0.057 per cent. of the existing issued share capital of EMIS.
Further details of these irrevocable undertakings are set out in paragraph 2
of Appendix 3 to this announcement.

·    In addition, each of Octopus Investments Ltd and Evenlode Investment
Management Ltd has given to Bidco a non-binding letter of intent to vote in
favour of the Scheme in respect of, in aggregate, 8,658,205 EMIS Shares. On 16
June 2022 (being the last Business Day before the date of this announcement)
those letters of intent together represented approximately 13.676 per cent. of
the existing issued share capital of EMIS. Further details of those letters of
intent are set out in paragraph 3 of Appendix 3 to this announcement.

·    Bidco has, therefore, received irrevocable undertakings or letters of
intent in respect of a total of 8,774,701 EMIS Shares representing, in
aggregate, approximately 13.860 per cent. of the existing issued share capital
of EMIS on 16 June 2022 (being the last Business Day before the date of this
announcement).

·    The terms of the Acquisition will be put to the EMIS Shareholders at
the Court Meeting and the General Meeting. The Court Meeting and the General
Meeting are required to enable EMIS Shareholders to consider, and if thought
fit, vote in favour of the Scheme and the Resolutions to implement the Scheme.
In order to become Effective, the Scheme must be approved by a majority in
number of Scheme Shareholders, present and voting at the Court Meeting (and
entitled to vote), whether in person or by proxy, representing 75 per cent. or
more in value of the Scheme Shares held by those Scheme Shareholders (or the
relevant class or classes thereof).

·    The Acquisition will be on the terms and subject to the Conditions
set out in Appendix 1 to this announcement. Full details of the Acquisition
will be provided in the Scheme Document.

·    It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and General
Meeting, together with the associated forms of proxy, will be posted to EMIS
Shareholders within 28 days of this announcement (or such later time as EMIS,
Bidco and the Panel agree) and the Meetings are expected to be held shortly
thereafter. The Acquisition is currently expected to complete before the end
of 2022, subject to the satisfaction (or, where applicable, waiver) of the
Conditions and further terms set out in Appendix 1 to this announcement. An
expected timetable of key events relating to the Acquisition will be provided
in the Scheme Document.

·    Commenting on the Acquisition Andy Thorburn, Chief Executive Officer
of EMIS, said:

"We believe this combination will have the resources and expertise to enable
us to better support the NHS and clinicians through technology innovations.
EMIS's long standing track record of delivering effective technology solutions
and strong financial and operating performance combined with UnitedHealth
Group's resources and expertise will enable us to accelerate our development.
We therefore consider that the combined group will be well positioned to serve
its customers and partners in the UK's healthcare system, whilst ensuring EMIS
remains a strong organisation supporting the NHS, thereby fulfilling EMIS's
purpose of enabling better care through technology innovation."

·    Commenting on the Acquisition Rob Sergeant, Chief Executive Officer
of Optum UK, said:

"Optum UK is focused on helping the NHS work better for clinicians and
patients, and believes that this combination with EMIS will bring ever more
advanced technology solutions and capabilities to the NHS and general
practitioners to improve patient care."

This summary should be read in conjunction with, and is subject to, the full
text of the following announcement (including its Appendices). The Acquisition
will be subject to the Conditions and certain further terms set out in
Appendix 1 to this announcement and to the full terms and conditions to be set
out in the Scheme Document. Appendix 2 to this announcement contains the
sources and bases of certain information contained in this summary and the
following announcement. Appendix 3 to this announcement contains details of
the irrevocable undertakings and letters of intent received by Bidco. Appendix
4 to this announcement contains the definitions of certain terms used in this
summary and the following announcement.

Enquiries:

Bidco / Optum
UK
+44 7971 428266
Aisling Kearney
 

Robey Warshaw (Financial Adviser to
 
 +44 20 7317 3900

UnitedHealth Group and Bidco)

Simon Warshaw

Philip Apostolides

FGS
Global
                        +44 20 7251 3801

(Public Relations Adviser to Optum UK and Bidco)
     Optum-LON@fgsglobal.com

James Murgatroyd

Harry Worthington

 

EMIS
           +44 0330 024 1269

Andy Thorburn, Chief Executive Officer

Peter Southby, Chief Financial Officer

Numis (Financial Adviser, Corporate Broker
                                      +44
(0) 207 260 1000

and Nominated Adviser to EMIS)

Simon Willis

James Black

Joshua Hughes

Havish Patel

MHP (Public Relations Adviser to
EMIS)
           +44 (0) 203 128 8572

Reg
Hoare
          EMIS@mhpc.com

Matthew Taylor

Pauline Guenot

Slaughter and May is acting as legal adviser to UnitedHealth Group and Bidco.

Travers Smith LLP is acting as legal adviser to EMIS.

Further information

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 will be 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 will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect 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).

EMIS and Bidco shall prepare the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document) to be distributed to EMIS
Shareholders. EMIS and Bidco urge EMIS Shareholders to read the Scheme
Document when it becomes available because it will contain important
information relating to the Acquisition.

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, which is authorised and regulated by the FCA in the UK, is acting
exclusively for EMIS and no one else in connection with the Acquisition or any
other matters referred to in this announcement and will not be responsible to
anyone other than EMIS for providing the protections afforded to clients of
Numis or for providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Numis nor any of its
affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, in tort, in delict, under statute or otherwise) to any person who
is not a client of Numis in connection with the Acquisition, any statement
contained herein or otherwise.

Overseas Shareholders

This announcement has been prepared in accordance with 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 will be 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 and the AIM Rules.

Notice to US investors in EMIS

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, such Offer will be made in
compliance with applicable US tender offer and securities laws and
regulations.

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 ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other 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.

Dealing and Opening Position 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 on a 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.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.

No profit forecasts, estimates or quantified benefits statements

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.

Requesting hard copy documents

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 other
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 required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

General

Bidco reserves the right to effect the Acquisition by way of an Offer, subject
to the consent of the Panel and the terms of the Co-operation Agreement. In
such event, and upon such an Offer becoming or being declared unconditional in
all respects and sufficient acceptances are received, Bidco intends to
exercise its rights to apply the provisions of Chapter 3 of Part 28 of the
2006 Act so as to acquire compulsorily the remaining EMIS Shares in respect of
which the Offer has not been accepted.

Investors should be aware that Bidco may purchase EMIS Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, EMIS confirms that, as at
the date of this announcement, it had in issue 63,311,396 ordinary shares of 1
pence each (excluding shares held in treasury). The International Securities
Identification Number for the ordinary shares is GB00B61D1Y04.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

17 June 2022

RECOMMENDED CASH ACQUISITION

of

EMIS GROUP PLC

by

BORDEAUX UK HOLDINGS II LIMITED

(an affiliate of Optum Health Solutions (UK) Limited and a wholly owned
subsidiary of UnitedHealth Group Incorporated)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

1.         Introduction

The Boards of 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"), and EMIS Group plc
("EMIS") are pleased to announce that they have reached agreement on the terms
and conditions of a recommended all cash offer to be made by Bidco for the
entire issued, and to be issued, ordinary share capital of EMIS (the
"Acquisition").

It is intended that the Acquisition will be implemented by way of a
court‑sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Co-operation
Agreement). The Conditions to the Acquisition are set out in full in Appendix
1 to this announcement.

2.         The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and the full
terms and conditions to be set out in the Scheme Document, each EMIS
Shareholder will be entitled to receive:

for each EMIS Share: 1,925 pence in cash

The Acquisition values the entire issued, and to be issued, ordinary share
capital of EMIS at approximately £1,243 million.

The price per EMIS Share represents a premium of approximately:

·    49 per cent. to the Closing Price of 1,292 pence per EMIS Share on 16
June 2022 (being the last Business Day before the commencement of the offer
period);

·    46 per cent. to the volume-weighted average price of 1,320 pence per
EMIS Share for the three-month period ended 16 June 2022 (being the last
Business Day before the commencement of the offer period); and

·    32 per cent. to the all-time high Closing Price of 1,460 pence per
EMIS Share in September 2021.

Bidco has agreed that: (a) any Permitted Interim Dividend, being an interim
dividend of up to 17.60 pence per EMIS Share; and (b) any Permitted Final
Dividend, being a final dividend of up to 21.10 pence per EMIS Share, may each
be declared and paid to EMIS Shareholders without any reduction in the
Consideration.

If any Permitted Interim Dividend exceeds 17.60 pence and/or any Permitted
Final Dividend exceeds 21.10 pence, Bidco reserves the right to reduce the
Consideration by an amount equal to such excess amount.

If the Effective Date occurs prior to 7 October 2022, there will be no
Permitted Interim Dividend and no equivalent payment will be made to EMIS
Shareholders by Bidco. If no Permitted Final Dividend is declared and paid or
becomes payable prior to the Effective Date, no equivalent payment will be
made to EMIS Shareholders by Bidco.

If on or after the date of this announcement and before the Effective Date,
any dividend (other than any Permitted Dividends) and/or other distribution
and/or other return of value is proposed, declared, made or paid or becomes
payable in respect of the EMIS Shares, Bidco reserves the right to reduce the
Consideration by an amount up to the amount of such dividend and/or
distribution and/or return of value, in which case the relevant eligible
Scheme Shareholders will be entitled to receive and retain such dividend
and/or distribution and/or return of value, and any reference in this
announcement to the Consideration will be deemed to be a reference to the
Consideration as so reduced. Any exercise by Bidco of its rights referred to
in this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Scheme. If and to the extent that any such
dividend, distribution or other return of value has been declared or announced
but not paid or made or is not payable in respect of the EMIS Shares prior to
the Effective Date or by reference to a record date prior to the Effective
Date or such dividend, distribution or other return of value is (i)
transferred pursuant to the Acquisition on a basis which entitles Bidco to
receive the dividend, distribution or other return of value and to retain it;
or (ii) cancelled before payment, the Consideration shall not be subject to
change in accordance with this paragraph.

It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act (although
Bidco reserves the right to effect the Acquisition by way of an Offer, subject
to the consent of the Panel and the terms of the Co-operation Agreement).

It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and General Meeting, together
with the associated forms of proxy, will be posted to EMIS Shareholders within
28 days of this announcement (or such later time as EMIS, Bidco and the Panel
agree) and the Meetings are expected to be held shortly thereafter. The
Acquisition is currently expected to complete before the end of 2022, subject
to the satisfaction (or, where applicable, waiver) of the Conditions and
further terms set out in Appendix 1 to this announcement.

3.         Information relating to Optum UK

Optum UK is a healthcare software, services and consultancy business. Optum UK
and its affiliates have operated in the UK for nearly 20 years. Optum UK is
active in the fields of population health management and medicines
optimisation where its services and analytics tools help NHS entities (namely
Integrated Care Systems and Clinical Commissioning Groups) improve care and
clinical outcomes while improving efficiency and cost-effectiveness.

Optum UK is a wholly owned subsidiary of UnitedHealth Group, a health care and
well-being company with a mission to help people live healthier lives and help
make the health system work better for everyone. UnitedHealth Group employs
over 350,000 people globally. Optum UK is part of UnitedHealth Group's Optum
business which (among other things) applies technology solutions and data
analytics tools to improve healthcare provision.

4.         Information relating to EMIS

Founded by general practitioners in Egton, North Yorkshire in 1987, EMIS has
grown to become a UK leader in connected healthcare software and systems. Its
solutions are widely used across a number of major UK healthcare settings,
most notably primary care, community care, accident and emergency, and
community and hospital pharmacies. EMIS's aim is to join up healthcare through
innovative and interoperable technology, helping to deliver better health
outcomes to the UK population, supporting longer and healthier lives. EMIS was
admitted to AIM in 2010, at a share price of 300p and a market capitalisation
of £175 million, and has delivered a strong financial, operational and share
price performance in the time since.

EMIS has two core business segments: EMIS Health and EMIS Enterprise. EMIS
Health is a supplier of innovative integrated care technology to the NHS,
including primary, community, acute and social care. EMIS Enterprise is
focused on growth in the business-to-business technology sector within the
healthcare market, including management of medicines, partner businesses,
patient-facing services, data and analytics, and research and life sciences.
EMIS's core products and services include EMIS-X, EMIS Web, ProScript Connect
and Patient Access. EMIS employs approximately 1,400 people, primarily in the
UK (1,150) and India (250), and reported 2021 revenues of approximately £168
million.

5.         Background to and reasons for the Acquisition

Background to the Acquisition

 

Optum, as a longstanding supplier to the NHS, and EMIS customer and partner,
has long been aware of EMIS's strong performance in the UK healthcare
technology landscape. In evaluating EMIS, Optum was attracted by the breadth
of EMIS's technology solutions and the powerful clinical imperative that
informs EMIS's culture, corporate purpose, and product development roadmap:
"To be the leading provider of innovative healthcare technology that improves
people's lives."

 

Reasons for the Acquisition

 

Optum UK believes this combination will help the NHS improve patient care and
experience by providing clinicians with innovative and improved data and
technology tools to provide better and more effective care to the populations
they serve

 

·    The combined offering of Optum UK and EMIS will help NHS clinicians
unlock data-led and digital capabilities to better assess risk in populations
and target interventions with the goal of improving patient outcomes - and to
help clinicians spend more time with their patients.

·    Optum UK believes the ability to deliver new products and features to
more people in the NHS will accelerate innovation to the benefit of patients
and clinicians.

·    Optum UK and EMIS both have deep expertise in - and a long track
record of - excellence in ensuring the privacy and security of patient data
and will bring this approach, expertise and experience to the NHS more
effectively as a combined company. Strict compliance with data security and
patient privacy requirements is an absolute priority for both organisations
today and this will continue post transaction.

 

The combination will create a stronger and more capable organisation that can
support the delivery of key elements of the NHS Long Term Plan in order to
deliver the best possible standard of care to patients in the UK

 

·    The combination of EMIS's innovative primary care records system and
other software systems with Optum UK's existing population health management
and data analytics capabilities will help clinicians to access integrated
software and analytics capabilities directly contributing to the NHS' goal of
delivering more personalised and preventative population healthcare.

·   The combination of software tools and analytics capability will create
new solutions to support the digital transformation of the NHS. Optum UK
believes that the combined offering will provide clinicians with the latest
approaches to enhance decision making, implement population health management
strategies and ultimately treat disease and save lives.

·    The combined Optum UK and EMIS will have greater resources to support
those delivering the NHS' Long Term Plan, while also bringing smarter,
data-driven solutions to the elective recovery plan and other critical
challenges facing the NHS.

 

A combination and accelerated investment in innovation from Optum UK will
enable EMIS to grow its business in the UK

 

·    Optum UK is confident that this excellent strategic fit with EMIS
will allow it to deliver benefits from accelerated growth and innovation
opportunities to patients, clinicians and healthcare systems, in line with the
combined vision to help people live healthier lives.

·    Optum UK intends to continue EMIS's technology development
investments without any material changes to EMIS's long-range plans in
accordance with its key areas of interoperability, elite partners, community
pharmacy and data analytics.

 

6.         Recommendation

The EMIS Directors, who have been so advised by Numis as to the financial
terms of the Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice, Numis has taken into account the
commercial assessments of the EMIS Directors. Numis is providing independent
financial advice to the EMIS Directors for the purposes of Rule 3 of the
Takeover Code.

Accordingly, the EMIS Directors confirm they intend to recommend unanimously
that the EMIS Shareholders vote in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting, as the EMIS
Directors have irrevocably undertaken to do in respect of their own beneficial
holdings which are under their control totalling, in aggregate, 80,451 EMIS
Shares, representing approximately 0.127 per cent. of the issued ordinary
share capital of EMIS on 16 June 2022 (being the last Business Day before the
date of this announcement). Further details of these undertakings are set out
in paragraph 1 of Appendix 3 to this announcement.

7.         Background to and reasons for the Recommendation

In recent years, EMIS has delivered good financial and operating performance
while investing in innovative healthcare technology solutions in pursuit of
its strategic goals. While the EMIS Directors believe EMIS is well positioned
for continued success and that the long-term prospects of the EMIS Group are
strong as an independent listed entity, it also recognises that uncertainties
exist that are beyond EMIS's control.

After careful consideration of the value and deliverability of the Acquisition
and following a period of negotiations with UnitedHealth Group, the EMIS
Directors believe that Bidco's offer represents compelling value relative to
the standalone prospects of the group. The EMIS Directors believe there is
strategic logic in EMIS becoming part of a group with UnitedHealth Group's
capabilities, enabling the EMIS Group to accelerate its development.  In
addition, the EMIS Directors consider that the combined group will be well
positioned to serve its customers and partners in the UK's healthcare system,
whilst ensuring EMIS remains a strong organisation to support the NHS over the
long-term, thereby fulfilling EMIS's purpose to enable better care through
technology innovation.

Furthermore, the EMIS Directors note that the Acquisition represents:

·    an opportunity for EMIS Shareholders to realise their investment in
EMIS in cash in the short term;

·    a premium of approximately 49 per cent. to the Closing Price of 1,292
pence per EMIS Share on 16 June 2022 (being the last Business Day before the
commencement of the offer period);

·    a premium of approximately 46 per cent. to the volume-weighted
average price of 1,320 pence per EMIS Share for the three-month period ended
16 June 2022 (being the last Business Day before the commencement of the offer
period);

·    a premium of approximately 32 per cent. to the all-time high Closing
Price of 1,460 pence per EMIS Share in September 2021; and

·    an enterprise value of £1,212 million, equivalent to a multiple of
24.8x enterprise value to financial year 2021 adjusted EBITDA.

In considering the recommendation of the Acquisition to EMIS's Shareholders,
the EMIS Directors have given due consideration to Bidco's intentions
regarding the employees of EMIS as well as Bidco's commitment to continue
supporting the NHS in delivering key elements of its Long Term Plan,
consistent with EMIS leadership's current plan.

Accordingly, following careful consideration of the above factors, the EMIS
Directors intend unanimously to recommend the Acquisition to EMIS
Shareholders.

8.         Directors, management, employees, pensions, research and
development and locations

UK Strategy and Commitment

 

Optum UK recognises the importance of supporting the NHS in achieving its Long
Term Plan to improve the delivery of care for all citizens of the UK. A
combination with EMIS will play a critical role, through its leading
healthcare technological capabilities, to fulfil this strategy with the
companies' complementary cultures and commitment to deliver actionable data
insights to clinicians to improve the care of patients in the UK. It is
intended that EMIS will operate as a stand-alone operating unit within the UK.

 

Optum UK recognises the importance of making sure EMIS continues to meet its
contractual obligations to the NHS and its enterprise clients. Optum UK
intends to ensure the continuity of EMIS's existing business, with plans for
EMIS's headquarters to remain in Leeds and no material changes to its existing
operations and locations.

 

Optum UK will continue to handle all health information in accordance with the
high standards and protocols required by all applicable laws and regulations,
consistent with the existing and past practices of both EMIS and Optum UK. As
a diverse healthcare services enterprise, UnitedHealth Group has strong
compliance and technology security standards to protect the health information
for its enterprise clients and patients. UnitedHealth Group will work closely
with EMIS to support EMIS in continuing to further strengthen and develop its
robust compliance and data security policies post transaction.

 

Employees and management

Optum UK believes the complementary talents of the combination of EMIS and
Optum UK will enhance the opportunity to become a valued supplier to the NHS
in its digital transformation strategy. EMIS's management and its employees
will continue to be key to the future success of those businesses in
delivering on their current offerings, while striving to develop advanced
software that delivers increased coordination across providers in Integrated
Care Systems.

 

Optum UK believes that the core reason for EMIS's commercial success has been
its technological innovation through its committed and valuable workforce and
except as described in the remainder of this paragraph, it does not intend
that, at any time within at least 12 months of completion of the Acquisition,
there will be any material change in overall headcount, or conditions of
employment, or in the balance of skills and functions of the management and
employees of EMIS or of Optum UK's business. There will be some limited
operational and administrative restructuring of the combined group required
following completion of the Acquisition. In particular, certain corporate and
support functions relating to EMIS's status as a listed company will no longer
be required on a standalone basis or may be reduced in scope. Optum UK has not
yet developed proposals as to how any resulting headcount reductions may be
implemented.

 

The Chair and Non-Executive Directors of EMIS will step down upon completion
of the Acquisition.

 

Existing rights and pensions

Optum UK confirms that, following the Acquisition becoming Effective, the
existing contractual and statutory employment rights, including in respect of
EMIS's pension schemes (all of which are defined contribution schemes), of the
management and employees of EMIS and Optum UK's business will be safeguarded
in accordance with applicable law. Optum UK does not intend to make any
material change to the conditions of employment of the employees. Optum UK
does not intend to make any material changes to the terms and conditions of
EMIS's pension schemes, and intends for the employer to continue to make
contributions to EMIS's defined contribution schemes in line with the current
arrangements.

 

Management incentive arrangements

Optum UK intends, following completion of the Acquisition, to continue to
operate EMIS's current cash-based compensation and incentive programmes. For
future share based incentivisation, as EMIS shares will no longer be listed or
traded, awards will be made in accordance with the rules and eligibility
criteria of the applicable UnitedHealth Group incentive plans. Optum UK
expects to put in place certain incentive arrangements for the management of
EMIS following completion of the Acquisition. Optum UK has not entered into,
and has not had any discussions on proposals to enter into, any form of
incentivisation or other arrangements with members of EMIS's management or
employees.

 

Research and development

Optum UK intends to continue EMIS's technology development investments, such
as EMIS's successful EMIS-X technology, without any material changes to EMIS's
long-term plans in accordance with its key areas of interoperability, elite
partners, community pharmacy and data analytics. In addition, Optum UK
believes the combination of EMIS's innovative platform and infrastructure with
Optum UK's existing data analytics capabilities in the UK will unlock
integrated software and analytics capabilities that will help clinicians
deliver more personalised, integrated patient care, driven by data, to more
patients across the UK.

 

Locations, headquarters and fixed assets

Optum UK intends to maintain the location of EMIS's headquarters in Leeds and
has no plans to make any material changes to the existing operations and
locations of EMIS's business.

 

No material changes are envisaged by Optum UK with respect to the redeployment
of EMIS's fixed asset base in the UK.

Trading facilities

EMIS Shares are currently admitted to trading on AIM. As set out in paragraph
15, it is intended that a request will be made to the London Stock Exchange to
cancel trading in EMIS Shares on AIM, and to re-register EMIS as a private
limited company, to take effect shortly after the Effective Date.

None of the statements in this paragraph 8 is a "post-offer undertaking" for
the purposes of Rule 19.5 of the Takeover Code.

9.         Irrevocable undertakings and letters of intent

As described above, Bidco has received irrevocable undertakings to vote (or,
where applicable, procure voting) in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting (or, in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer) from all of the EMIS Directors who hold EMIS Shares,
in respect of their own legal and/or beneficial holdings which are under their
control, totalling 80,451 EMIS Shares (representing approximately 0.127 per
cent. of the existing issued ordinary share capital of EMIS) as at 16 June
2022, being the last Business Day before the date of this announcement), as
well as any further EMIS Shares which they may become the legal or beneficial
holder of. The undertakings from EMIS Directors will cease to be binding if:
(i) Bidco announces, with the consent of the Panel, that it is not proceeding
with the Acquisition and no new, revised or replacement offer or scheme is
announced by Bidco at the same time; (ii) the Scheme Document is not
dispatched to EMIS Shareholders within 28 days (or such longer period as may
be agreed between EMIS and the Panel) of this announcement; (iii) the Scheme
lapses or is withdrawn in accordance with its terms and no new, revised or
replacement takeover offer or scheme is announced by Bidco by such time; (iv)
the Scheme has not become Effective by the Long Stop Date (other than in
circumstances where Bidco has, prior to such date, elected to exercise its
right to proceed by way of an Offer and announced the same in accordance with
the requirements of paragraph 8 of Appendix 7 to the Code, and such Offer has
not lapsed or been withdrawn); and (v) any competing offer for the entire
issued and to be issued share capital of EMIS is declared unconditional or, if
proceeding by way of a scheme of arrangement, becomes effective. The
undertakings will remain binding in the event that a higher competing offer
for EMIS is made.

In addition to the irrevocable undertakings from EMIS Directors described
above, Bidco has also received irrevocable undertakings from Katherine
Southby, in respect of a total of 31,545 EMIS Shares, and Nicola Boyd, in
respect of a total of 4,500 EMIS Shares, to vote in favour of the Scheme at
the Court Meeting and the Resolutions to be proposed at the General Meeting
(or in the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer), representing, in aggregate, approximately
0.057 per cent. of the existing issued ordinary share capital of EMIS, as at
16 June 2022 (being the last Business Day before the date of this
announcement), as well as any further EMIS Shares which they may become the
legal or beneficial holder of.

In addition, each of Octopus Investments Ltd and Evenlode Investment
Management Ltd has given to Bidco a non-binding letter of intent to vote in
favour of the Scheme (or in the event that the Acquisition is implemented by
an Offer, to accept or procure acceptance of such Offer) in respect of, in
aggregate, 8,658,205 EMIS Shares. On 16 June 2022 (being the last Business Day
before the date of this announcement) those letters of intent together
represented approximately 13.676 per cent. of the existing issued share
capital of EMIS.

Bidco has therefore received irrevocable undertakings or letters of intent in
respect of a total of 8,774,701 EMIS Shares representing, in aggregate,
approximately 13.860 per cent. of EMIS's share capital in issue on 16 June
2022 (being the last Business Day before the date of this announcement).

Further details of these irrevocable undertakings (including the circumstances
in which they cease to be binding) and letters of intent are set out in
Appendix 3 to this announcement.

10.       Financing of the Acquisition

The Acquisition will be fully funded through UnitedHealth Group's existing
cash resources.

 

Robey Warshaw, in its capacity as the financial adviser to UnitedHealth Group
and Bidco, is satisfied that sufficient resources are available to Bidco to
enable it to satisfy in full the cash consideration payable to EMIS
Shareholders under the terms of the Acquisition.

 

Further information on the financing of the Acquisition will be set out in the
Scheme Document.

 

11.       Offer‑related arrangements

Confidentiality Agreement

On 8 April 2022, Optum UK and EMIS entered into a confidentiality agreement in
relation to the Acquisition (the "Confidentiality Agreement"), pursuant to
which, amongst other things, Optum UK gave certain undertakings to: (a)
subject to certain exceptions, keep information relating to EMIS and the
Acquisition confidential and not to disclose it to third parties; (b) procure
that its representatives who receive confidential information keep it
confidential; and (c) use such confidential information only in connection
with the Acquisition. These confidentiality obligations will remain in force
until 8 April 2024.

Co-operation Agreement

On 17 June 2022, Bidco and EMIS entered into a co-operation agreement in
relation to the Acquisition (the "Co-operation Agreement"), pursuant to which,
amongst other things: (a) EMIS and Bidco have agreed to co-operate for the
purposes of obtaining certain regulatory clearances; (b) Bidco has agreed to
provide EMIS with certain information for the purposes of the Scheme Document
and to otherwise assist with the preparation of the Scheme Document; (c) Bidco
has agreed to certain provisions if the Scheme should switch to an Offer; and
(d) each of EMIS and Bidco has agreed to take certain actions to implement
certain proposals in relation to the EMIS Share Plans.

The Co-operation Agreement will terminate if: (i) the parties agree in writing
prior to the Effective Date that it shall be terminated; or (ii) amongst other
things: (a) the Acquisition is withdrawn or lapses; (b) (at Bidco's election)
prior to the Long Stop Date any Condition becomes incapable of satisfaction;
(c) (at Bidco's election) the EMIS Directors withdraw their recommendation of
the Acquisition; (d) (at Bidco's election) the EMIS Directors recommend or
intend to recommend a competing proposal; or (e) (at either party's election)
a competing proposal completes, becomes effective or is declared unconditional
in all respects; or (f) the Scheme does not become Effective in accordance
with its terms by the Long Stop Date.

12.       Disclosure of interests in EMIS securities

Except for the irrevocable commitments referred to in paragraph 9 above, as at
close of business on 16 June 2022 (being the last practicable date prior to
the date of this announcement) none of UnitedHealth Group, Bidco, nor any of
their directors, nor, so far as Bidco is aware, any person acting in concert
(within the meaning of the Takeover Code) with any of them for the purposes of
the Acquisition: (i) had any interest in or right to subscribe for or had
borrowed or lent any EMIS Shares or securities convertible or exchangeable
into EMIS Shares; (ii) had any short positions in respect of relevant
securities of EMIS (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any agreement
to sell or any delivery obligation or right to require another person to
purchase or take delivery; (iii) has borrowed or lent any relevant securities
of EMIS (including, for these purposes, any financial collateral arrangements
of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for
any borrowed shares which have been either on-lent or resold; or (iv) is a
party to any dealing arrangement of the kind referred to in Note 11 on the
definition of acting in concert in the Takeover Code in relation to the
relevant securities of EMIS.

'Interests in securities' for these purposes and within the meaning of the
Takeover Code arise, in summary, when a person has long economic exposure,
whether absolute or conditional, to changes in the price of securities (and a
person who only has a short position in securities is not treated as
interested in those securities). In particular, a person will be treated as
having an 'interest' by virtue of the ownership, voting rights or control of
securities, or by virtue of any agreement to purchase, option in respect of,
or derivative referenced to securities.

13.       EMIS Share Plans

Participants in the EMIS Share Plans will be contacted regarding the effect of
the Acquisition on their rights under the EMIS Share Plans and an appropriate
proposal will be made to such participants in due course.

Details of the impact of the Scheme on each of the EMIS Share Plans and the
proposals will be set out in the Scheme Document.

14.       Scheme process

It is intended that the Acquisition shall be effected by means of a
Court-sanctioned scheme of arrangement between EMIS and EMIS Shareholders
under Part 26 of the 2006 Act, although Bidco reserves the right for Bidco to
implement the Acquisition by means of an Offer (subject to Panel consent and
the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued and to be issued share capital of EMIS. This is to be achieved
by the transfer of the EMIS Shares (other than any EMIS Shares held by Bidco
or members of the Bidco Group) to Bidco, in consideration for which the EMIS
Shareholders shall receive cash consideration on the basis set out in
paragraph 2.

The Acquisition is subject to the Conditions and certain further terms
referred to in Appendix 1 to this announcement and to the full terms and
conditions to be set out in the Scheme Document, and will only become
Effective if, among other things, the following events occur on or before the
Long Stop Date:

·    a resolution to approve the Scheme is passed by a majority in number
of the Scheme Shareholders present and voting (and entitled to vote) at the
Court Meeting, either in person or by proxy, representing 75 per cent. or more
in value of each class of the Scheme Shares held by those Scheme Shareholders;

·    the Resolutions required to approve and implement the Scheme being
duly passed by EMIS Shareholders representing the requisite majority or
majorities of votes cast at the General Meeting (or any adjournment thereof);

·    following the Court Meeting and General Meeting, the Scheme is
sanctioned by the Court (without modification, or with modification on terms
agreed by Bidco and EMIS); and

·    following such sanction, a copy of the Court Order is delivered to
the Registrar of Companies.

The Scheme will lapse if, among other things:

·    the Court Meeting and the General Meeting are not held on or before
the 22(nd) day after the expected date of such meetings, which will be set out
in the Scheme Document in due course (or such later date as may be agreed
between Bidco and EMIS with the consent of the Panel and, if required, the
Court);

·    the Sanction Hearing to approve the Scheme is not held on or before
the 22(nd) day after the expected date of such hearing, which will be set out
in the Scheme Document in due course (or such later date as may be agreed
between Bidco and EMIS with the consent of the Panel and, if required, the
Court); or

·    the Scheme does not become Effective on or before the Long Stop
Date,

provided, however, that the deadlines for the Court Meeting, the General
Meeting and the Sanction Hearing as set out above may be waived by Bidco and
the deadline for the Scheme to become Effective may be extended by agreement
between EMIS and Bidco with the consent of the Panel and, if required, the
Court.

Once the necessary approvals from EMIS Shareholders have been obtained and the
other Conditions have been satisfied or (where applicable) waived and the
Scheme has been approved by the Court, the Scheme will become Effective upon
delivery of the Court Order to the Registrar of Companies. Subject to the
satisfaction (or, where applicable, waiver) of the Conditions and the further
terms set out in Appendix 1, the Scheme is expected to become Effective before
the end of 2022.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) entitlements to EMIS Shares held within
the CREST system will be cancelled and such entitlements rematerialised; and
(iii) share certificates in respect of EMIS Shares will cease to be valid. The
Consideration will be dispatched to EMIS Shareholders no later than 14 days
after the Effective Date.

Any EMIS Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Resolution(s) to be proposed at the General Meeting
will, amongst other matters, provide that the Articles be amended to
incorporate provisions requiring any EMIS Shares issued after the Scheme
Record Time (other than to Bidco and/or their nominees) to be automatically
transferred to Bidco (and, where applicable, for Consideration to be paid to
the original recipient of the EMIS Shares so issued) on the same terms as the
Acquisition (other than terms as to timings and formalities). The provisions
of the Articles (as amended) will avoid any person (other than Bidco and their
nominees) holding shares in the capital of EMIS after the Effective Date.

Bidco reserves the right to elect to implement the Acquisition by way of an
Offer as an alternative to the Scheme (subject to the Panel's consent and the
terms of the Co-operation Agreement).  In such event, the Acquisition will be
implemented on the same terms (subject to appropriate amendments including
(without limitation) the inclusion of an acceptance condition which, unless
otherwise agreed in writing between Bidco and EMIS or otherwise required by
the Panel, will be set at 90 per cent. (or such lesser percentage as may be
agreed between EMIS and Bidco in writing after, to the extent necessary,
consultation with the Panel, being in any case more than 50 per cent. of the
voting rights attaching to the EMIS Shares) of the shares to which the
Acquisition relates and those required by, or deemed appropriate by, Bidco
under applicable law, so far as applicable) as those which would apply to the
Scheme. Further, if sufficient acceptances of such Offer are received and/or
sufficient EMIS Shares are otherwise acquired, it is the intention of Bidco to
apply the provisions of the 2006 Act to acquire compulsorily any outstanding
EMIS Shares to which such Offer relates.

Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and the General Meeting, will be set out in the
Scheme Document, which will be published as soon as reasonably practicable
after the date of this announcement and in any event within 28 days of this
announcement. The Scheme will be governed by the laws of England and Wales and
will be subject to the jurisdiction of the courts of England and Wales.

15.       Cancellation of trading and re‑registration

It is intended that the London Stock Exchange will be requested to cancel
trading in EMIS Shares on AIM shortly after the Effective Date.

It is expected that the last day of dealings in EMIS Shares on AIM will be the
Business Day following the Sanction Hearing and that no transfers will be
registered after 6.00 p.m. on that date.

It is intended that EMIS be re-registered as a private limited company as part
of the Acquisition and for this to take effect as soon as practicable
following the Effective Date.

16.       Consents

Robey Warshaw and Numis have each given and not withdrawn their consent to the
publication of this announcement with the inclusion herein of the references
to their names in the form and context in which they appear.

17.       Documents

Copies of the following documents will be available promptly on Optum UK's,
UnitedHealth Group's and EMIS's websites, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, at www.optum.co.uk/,
www.unitedhealthgroup.com/investors.html and https://www.emisgroupplc.com and
in any event by no later than noon on the Business Day following this
announcement until the end of the Acquisition:

·    this announcement;

·    the Confidentiality Agreement;

·    the Co-operation Agreement;

·    the irrevocable undertakings and letters of intent referred to in
paragraph 9 above; and

·    the consent letters from each of Robey Warshaw and Numis as referred
to in paragraph 16 above.

The content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement.

18.       General

The Acquisition will be on the terms and subject to the Conditions set out in
Appendix 1 to this announcement, and to the full terms and conditions be set
out in the Scheme Document. The bases and sources of certain financial
information contained in this announcement are set out in Appendix 2 to this
announcement. A summary of the irrevocable undertakings and letters of intent
given in relation to the Acquisition is contained in Appendix 3 to this
announcement. Certain terms used in this announcement are defined in Appendix
4 to this announcement.

The Scheme Document and the forms of proxy accompanying the Scheme Document
will be sent to EMIS Shareholders within 28 days of this announcement (or on
such later date as may be agreed between Bidco and EMIS with the consent of
the Panel).

This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. Such offer will be contained in the Scheme
Document.

Enquiries:

Bidco / Optum
UK
+44 7971 428266
Aisling Kearney
 

Robey Warshaw (Financial Adviser to
 
+44 20 7317 3900

UnitedHealth Group and Bidco)

Simon Warshaw

Philip Apostolides

FGS
Global
                        +44 20 7251 3801

(Public Relations Adviser to Optum UK and Bidco)
     Optum-LON@fgsglobal.com

James Murgatroyd

Harry Worthington

 

EMIS
           +44 0330 024 1269

Andy Thorburn, Chief Executive Officer

Peter Southby, Chief Financial Officer

Numis (Financial Adviser, Corporate Broker
                                      +44
(0) 207 260 1000

and Nominated Adviser to EMIS)

Simon Willis

James Black

Joshua Hughes

Havish Patel

MHP (Public Relations Adviser to
EMIS)
            +44 (0) 203 128 8572

Reg
Hoare
          EMIS@mhpc.com

Matthew Taylor

Pauline Guenot

Slaughter and May is acting as legal adviser to UnitedHealth Group and Bidco.

Travers Smith LLP is acting as legal adviser to EMIS.

Further information

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 will be 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 will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect 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).

EMIS and Bidco shall prepare the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document) to be distributed to EMIS
Shareholders. EMIS and Bidco urge EMIS Shareholders to read the Scheme
Document when it becomes available because it will contain important
information relating to the Acquisition.

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, which is authorised and regulated by the FCA in the UK, is acting
exclusively for EMIS and no one else in connection with the Acquisition or any
other matters referred to in this announcement and will not be responsible to
anyone other than EMIS for providing the protections afforded to clients of
Numis or for providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Numis nor any of its
affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, in tort, in delict, under statute or otherwise) to any person who
is not a client of Numis in connection with the Acquisition, any statement
contained herein or otherwise.

Overseas Shareholders

This announcement has been prepared in accordance with 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 will be 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 and the AIM Rules.

Notice to US investors in EMIS

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, such Offer will be made in
compliance with applicable US tender offer and securities laws and
regulations.

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 or 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 ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other 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 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.

Dealing and Opening Position 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 on a 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.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.

No profit forecasts, estimates or quantified benefits statements

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.

Requesting hard copy documents

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 other
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 required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

General

Bidco reserves the right to effect the Acquisition by way of an Offer, subject
to the consent of the Panel and the terms of the Co-operation Agreement. In
such event, and upon such an Offer becoming or being declared unconditional in
all respects and sufficient acceptances are received, Bidco intends to
exercise its rights to apply the provisions of Chapter 3 of Part 28 of the
2006 Act so as to acquire compulsorily the remaining EMIS Shares in respect of
which the Offer has not been accepted.

Investors should be aware that Bidco may purchase EMIS Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, EMIS confirms that, as at
the date of this announcement, it had in issue 63,311,396 ordinary shares of 1
pence each (excluding shares held in treasury). The International Securities
Identification Number for the ordinary shares is GB00B61D1Y04.

Appendix 1

CONDITIONS AND FURTHER TERMS OF THE Acquisition

Part A:           Conditions to the Scheme and Acquisition

Condition of the Acquisition

1.         The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Takeover Code, on or before the Long Stop Date.

Conditions of the Scheme

2.         The Scheme will be subject to the following Conditions:

(a)      (i) its approval by a majority in number representing not less
than three-fourths in value of the Scheme Shareholders (or the relevant class
or classes thereof, if applicable) present and voting (and entitled to vote),
either in person or by proxy, at the Court Meeting and at any separate class
meeting which may be required by the Court or at any adjournment of any such
meeting; and (ii) such Court Meeting and any such separate class meeting being
held on or before the 22(nd) day after the expected date of the Court Meeting
to be set out in the Scheme Document in due course (or such later date, if
any, as Bidco and EMIS may agree (with the consent of the Panel) and the Court
may approve, if such approval is required);

(b)        (i) all Resolutions being duly passed by the requisite
majority or majorities of EMIS Shareholders at the General Meeting, or at any
adjournment thereof; and (ii) and such General Meeting being held on or before
the 22(nd) day after the expected date of the General Meeting to be set out in
the Scheme Document in due course (or such later date, if any, as Bidco and
EMIS may agree (with the consent of the Panel) and the Court may approve, if
such approval is required); and

(c)       (i) the sanction of the Scheme by the Court (with or without
modification (but subject to any such modification being on terms acceptable
to Bidco and EMIS)) and the delivery of a copy of the Court Order to the
Registrar of Companies; and (ii) the Sanction Hearing being held on or before
the 22nd day after the expected date of the Sanction Hearing to be set out in
the Scheme Document in due course (or such later date, if any, as Bidco and
EMIS may agree (with the consent of the Panel) and the Court may approve, if
such approval is required).

Regulatory Clearances

3.         In addition, subject as stated in Part B below and to the
requirements of the Panel, Bidco and EMIS have agreed that the Acquisition
will be conditional upon the following Conditions and, accordingly, the Court
Order will not be delivered to the Registrar of Companies unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived (subject in all cases to Bidco only being required to accept an outcome
consistent with its commitment to use all reasonable endeavours to satisfy the
Conditions as set out in Clause 3.1 of the Co-operation Agreement):

(a)        one of the following having occurred:

(i)         the CMA having indicated in a response to a briefing paper
that it has no further questions at that stage in relation to the Acquisition;
and as at the date on which all other Conditions are satisfied or waived, the
CMA has not: (I) requested submission of a merger notice; (II) given notice to
either party that it is commencing a Phase I investigation; (III) indicated
that the statutory review period in which the CMA has to decide whether to
make a reference under section 34ZA Enterprise Act 2002 has begun; or (IV)
requested documents or attendance by witnesses under section 109 of the
Enterprise Act 2002 which may indicate that it intends to commence the
aforementioned statutory review period in respect of the Acquisition; or

(ii)        where the CMA has commenced an investigation following the
submission of a merger notice or a briefing paper, the CMA:

(A)       in accordance with section 33(1) of the Enterprise Act 2002,
announcing that it has decided not to refer the Acquisition to the chair of
the CMA for the constitution of a group under Schedule 4 to the Enterprise and
Regulatory Reform Act 2013 (a "Referral"); or

(B)       in accordance with section 73(2) of the Enterprise Act 2002,
formally accepting undertakings in lieu of a Referral offered by Bidco, or a
modified version of them; and

(b)        a notification having been made and accepted under the
NS&I Act and one of the following having occurred:

(i)         the Secretary of State confirming before the end of the
review period that no further action will be taken in relation to the
Acquisition; or

(ii)        if the Secretary of State issues a call-in notice in
relation to the Acquisition, the parties receiving a final notification
pursuant to section 26(1)(b) of the NS&I Act containing confirmation that
the Secretary of State will take no further action in relation to the call-in
notice and the Acquisition under the NS&I Act; or

(iii)       the Secretary of State making a final order pursuant to
section 26(1)(a) of the NS&I Act in relation to the Acquisition, save to
the extent that such an order prohibits the Acquisition.

General Conditions

4.         In addition, subject as stated in Part B below and to the
requirements of the Panel, Bidco and EMIS have agreed that the Acquisition
will be conditional upon the following Conditions and, accordingly, the Court
Order will not be delivered to the Registrar of Companies unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:

Official authorisations, regulatory clearances and third party clearances

(a)        excluding any briefing paper, notification and/or filing
required for the purposes of the relevant confirmation, consent and/or order
referred to in Conditions 3(a) and 3(b) (to which only Conditions 3(a) and
3(b) shall apply, as applicable), the waiver (or non-exercise within any
applicable time limits) by any relevant government or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association, institution, any entity
owned or controlled by any relevant government or state, or any other body or
person whatsoever in any jurisdiction (each a "Third Party") of any
termination right, right of pre-emption, first refusal or similar right (which
is material in the context of the Wider EMIS Group taken as a whole) arising
as a result of or in connection with the Acquisition including, without
limitation, its implementation or the proposed direct or indirect acquisition
of any shares or other securities in, or control or management of, EMIS or any
member of the Wider EMIS Group by Bidco or any member of the Wider Optum
Group;

(b)        excluding any briefing paper, notification and/or filing
required for the purposes of the relevant confirmation, consent and/or order
referred to in Conditions 3(a) and 3(b) (to which only Conditions 3(a) and
3(b) shall apply, as applicable), all material filings or applications which
are necessary in connection with the Acquisition having been made and all
statutory or regulatory obligations in any jurisdiction having been complied
with in connection with the Acquisition or the acquisition by any member of
the Wider Optum Group of any shares or other securities in, or control of,
EMIS and all Authorisations reasonably deemed necessary or appropriate by
Bidco or any member of the Wider Optum Group for or in respect of the
Acquisition including without limitation, its implementation or (except
pursuant to Chapter 3 of Part 28 of the 2006 Act) the proposed acquisition of
any shares or other securities in, or control of, EMIS by any member of the
Wider Optum Group having been obtained in terms and in a form reasonably
satisfactory to Bidco from all appropriate Third Parties or persons with whom
any member of the Wider EMIS Group has entered into contractual arrangements
and all such Authorisations necessary or appropriate to carry on the business
of any member of the Wider EMIS Group remaining in full force and effect and
all filings necessary for such purpose have been made and there being no
notice or intimation of any intention to revoke or not to renew any of the
same at the time at which the Acquisition becomes otherwise unconditional and
all necessary statutory or regulatory obligations in any jurisdiction having
been complied with;

(c)        excluding any briefing paper, notification and/or filing
required for the purposes of the relevant confirmation, consent and/or order
referred to in Conditions 3(a) and 3(b) (to which only Conditions 3(a) and
3(b) shall apply, as applicable), no Third Party having decided to take,
institute, implement or threaten (and in each case, not having withdrawn the
same) any action, proceeding, suit, investigation, enquiry or reference or
enacted, made or proposed (and in each case, not having withdrawn the same)
any statute, regulation, decision or order, or change to published practice or
having taken any other steps which would or might be expected to:

(i)         require, prevent or delay the divestiture, or alter the
terms envisaged for any proposed divestiture by any member of the Wider Optum
Group or any member of the Wider EMIS Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any of them)
or to own any of their respective assets or properties or any part thereof;

(ii)        require, prevent or delay the divestiture by any member of
the Wider Optum Group of any shares or other securities in EMIS or any member
of the Wider EMIS Group;

(iii)       impose any limitation on, or result in a delay in, the
ability of any member of the Wider Optum Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider EMIS Group or the
Wider Optum Group or to exercise management control over any such member;

(iv)       make the Scheme or the Acquisition or, in each case, its
implementation or the acquisition or proposed acquisition by Bidco or any
member of the Wider Optum Group of any shares or other securities in, or
control of EMIS or any member of the Wider EMIS Group, void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise interfere with
the same, or impose additional conditions or obligations with respect thereto,
or otherwise challenge or interfere therewith;

(v)        except pursuant to the implementation of the Acquisition or,
if applicable, sections 974 to 991 of the 2006 Act, require any member of the
Wider Optum Group or the Wider EMIS Group to offer to acquire any shares or
other securities (or the equivalent) or interest in any member of the Wider
EMIS Group or the Wider Optum Group owned by any third party;

(vi)       impose any limitation on the ability of any member of the
Wider Optum Group or the Wider EMIS Group to conduct, integrate or co-ordinate
its business, or any part of it, with the businesses of any other member of
the Wider Optum Group or the Wider EMIS Group;

(vii)      result in any member of the Wider EMIS Group ceasing to be
able to carry on business under any name under which it presently does so; or

(viii)     otherwise adversely affect the business, assets, profits,
financial or trading position or prospects of any member of the Wider Optum
Group or of any member of the Wider EMIS Group,

and all applicable waiting and other time periods (including any extensions of
such waiting and other time periods) during which any such Third Party could
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference or any other step under the laws of any jurisdiction in
respect of the Acquisition or the acquisition or proposed acquisition of any
EMIS Shares having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(d)       except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider EMIS Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which, as a consequence of the Acquisition or the
proposed acquisition by any member of the Wider Optum Group of any shares or
other securities in EMIS or because of a change in the control or management
of any member of the Wider EMIS Group or otherwise, could or might reasonably
be expected to result in any of the following to an extent which is material
and adverse in the context of the Wider EMIS Group, or the Wider Optum Group,
in either case, taken as a whole:

(i)         any monies borrowed by, any other indebtedness or
liabilities, actual or contingent of, or any grant available to, any member of
the Wider EMIS Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity date or
repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;

(ii)        any such arrangement, agreement, lease, licence, permit,
franchise or other instrument being terminated or the rights, liabilities,
obligations or interests of any member of the Wider EMIS Group being adversely
modified or affected or any obligation or liability arising or any adverse
action being taken or arising thereunder;

(iii)      the rights, liabilities, obligations, interests or business of
any member of the Wider EMIS Group or any member of the Wider Optum Group
under any such arrangement, agreement, licence, permit, lease, franchise or
instrument or with any other firm or company or body or person (or any
agreement or arrangement relating to any such business or interests) being or
becoming capacity of being terminated or adversely modified or affected or any
obligation or liability arising or any adverse action being taken or arising
thereunder;

(iv)       any member of the Wider EMIS Group ceasing to be able to
carry on business under any name under which it presently carries on business;

(v)        any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider EMIS Group being or falling to be disposed
of or charged or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any member of the Wider EMIS Group;

(vi)       the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property, assets or interest of
any member of the Wider EMIS Group or any such mortgage, charge or other
security interest (whenever created, arising or having arisen), becoming
enforceable;

(vii)      the value of, or the financial or trading position or
prospects of any member of the Wider EMIS Group being prejudiced or adversely
affected; or

(viii)     the creation or acceleration of any liability (actual or
contingent) by any member of the Wider EMIS Group other than trade creditors
or other liabilities incurred in the ordinary course of business,

and, no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider EMIS Group is a party or by or to which any such member or any of its
assets are bound, entitled or subject, could or might reasonably be expected
to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (vii) of this Condition;

Certain events occurring since 31 December 2021

(e)        except as Disclosed and contemplated by this announcement,
no member of the Wider EMIS Group having since 31 December 2021:

(i)        save as between EMIS and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries and save for the issue or transfer
out of treasury of EMIS Shares on or in connection with the exercise of
options, the vesting and/or settlement of awards granted in the ordinary
course under the EMIS Share Plans, issued or agreed to issue or authorised or
proposed or announced its intention to authorise or propose the issue of
additional shares of any class, or securities or securities convertible into,
or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities or transferred or sold or
agreed to transfer or sell or authorised or proposed the transfer or sale of
EMIS Shares out of treasury;

(ii)        save for any Permitted Dividends, recommended, declared,
paid or made or agreed to recommend, declare, pay or make any bonus issue,
dividend or other distribution (whether payable in cash or otherwise) other
than to EMIS or one of its wholly‑owned subsidiaries;

(iii)       save as between EMIS and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries and transactions in the ordinary
course of business, merged with (by statutory merger or otherwise) or demerged
from or acquired any body corporate, partnership or business or acquired or
disposed of, or transferred, mortgaged or charged or created any security
interest over, any material assets or any material right, title or interest in
any material asset (including shares and trade investments) or authorised,
proposed or announced any intention to do so;

(iv)       save as between EMIS and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital;

(v)        issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the terms of,
any debentures or, save as between EMIS and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries or in the ordinary course of
business, incurred or increased any indebtedness or become subject to any
contingent liability which is material in the context of the Wider EMIS Group
taken as a whole;

(vi)       entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any material
contract, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise), which:

(A)       is of a long term, unusual or onerous nature or magnitude, or

(B)       involves or could involve an obligation of a nature or
magnitude which is or is reasonably likely to be materially restrictive on the
business of any member of the Wider EMIS Group,

and which is or would reasonably be expected to be material in the context of
the Wider EMIS Group taken as a whole.

(vii)      entered into any licence or other disposal of material
intellectual property rights of any member of the Wider EMIS Group;

(viii)     entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary to a material
extent the terms of or made any offer (which remains open for acceptance) to
enter into or vary to a material extent the terms of, any contract,
commitment, arrangement or any service agreement with any director or senior
executive of the Wider EMIS Group;

(ix)       except pursuant to the terms of the Co-operation Agreement,
proposed, agreed to provide or modified the terms of any share option scheme,
incentive scheme, or other benefit relating to the employment or termination
of employment of any employee of the Wider EMIS Group which constitutes a
material change to the terms and conditions of employment of any employee of
the Wider EMIS Group;

(x)        made, agreed or consented to or procured any change to:
(a) the terms of the trust deeds, rules, policy or other governing documents
constituting any pension scheme or other retirement or death benefit
arrangement established for the directors, former directors, employees or
former employees of any entity in the Wider EMIS Group or their dependants and
established by a member of the Wider EMIS Group (a "Relevant Pension Plan");
(b) the basis on which benefits accrue, pensions which are payable or the
persons entitled to accrue or be paid benefits, under any Relevant Pension
Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are
funded or valued; (d) the basis or rate of employer contribution to a
Relevant Pension Plan, in each case, to the extent which is material in the
context of the Wider EMIS Group taken as a whole;

(xi)       entered into, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any joint venture,
asset or profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Scheme);

(xii)      purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub‑paragraph (i) above,
made any other change to any part of its share capital;

(xiii)    other than with respect to claims between EMIS and its wholly
owned subsidiaries (or between such subsidiaries) and claims in the ordinary
course of business, waived, compromised or settled any claim which is material
in the context of the Wider EMIS Group as a whole;

(xiv)     made any material alteration to its articles of association or
other constitutional documents (in each case, other than in connection with
the Scheme);

(xv)      (other than in respect of a member of the Wider EMIS Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding‑up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed;

(xvi)     been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business which is material in the context of the Wider EMIS Group
taken as a whole;

(xvii)    terminated or varied the terms of any agreement or arrangement
between any member of the Wider EMIS Group and any other person in a manner
which would or might reasonably be expected to have a material adverse effect
on the financial position of the Wider EMIS Group taken as a whole;

(xviii)   having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of EMIS
Shareholders in a  general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code; or

(xix)     entered into any contract, commitment, arrangement or agreement
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced any intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition;

No adverse changes etc. since 31 December 2021

(f)        since 31 December 2021, and except as Disclosed, there
having been:

(i)         no adverse change or deterioration in and no circumstance
having arisen which would be expected to result in any adverse change or
deterioration in the business, assets, financial or trading position, profits,
prospects or operational performance of any member of the Wider EMIS Group
which is material to the Wider EMIS Group taken as a whole;

(ii)     no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against or
remaining outstanding against any member of the Wider EMIS Group or to which
any member of the Wider EMIS Group is or may become a party (whether as
claimant or defendant or otherwise) which, in any such case, has had or might
reasonably be expected to have a material adverse effect on the Wider EMIS
Group taken as a whole;

(iii)       no enquiry, review or investigation or proceedings by, or
complaint or reference to, any Third Party against or in respect of any member
of the Wider EMIS Group having been threatened, announced or instituted by or
against, or remaining outstanding in respect of, any member of the Wider EMIS
Group which, in any such case, is material in the context of the Wider EMIS
Group taken as a whole;

(iv)      no contingent or other liability having arisen, increased or
become apparent to Bidco which has or is reasonably likely to adversely affect
the business, assets, financial or trading position or prospects of any member
of the Wider EMIS Group which, in any case, is material to the Wider EMIS
Group taken as a whole or in the context of the Acquisition;

(v)        no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence or permit held by any member of the
Wider EMIS Group, which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or modification of
which has had or is reasonably likely to have a material adverse effect on the
Wider EMIS Group taken as a whole; and

(vi)       no member of the Wider EMIS Group having conducted its
business in breach of any applicable laws and regulations which breach, in any
case, is material to the Wider EMIS Group taken as a whole or in the context
of the Acquisition;

(g)        since 31 December 2021, and except as Disclosed, Bidco not
having discovered:

(i)         that any financial, business or other information
concerning the Wider EMIS Group publicly announced or disclosed to any member
of the Wider Optum Group at any time by or on behalf of any member of the
Wider EMIS Group is misleading, contains a misrepresentation of fact or omits
to state a fact necessary to make that information not misleading and which
is, in any case, material in the context of the Wider EMIS Group taken as a
whole;

(ii)        that any member of the Wider EMIS Group is subject to any
liability, contingent or otherwise and which is material in the context of the
Wider EMIS Group taken as a whole; or

(iii)       any information which affects the import of any information
disclosed to Bidco at any time by or on behalf of any member of the Wider EMIS
Group which is material in the context of the Wider EMIS Group taken as a
whole;

Intellectual Property

(h)        no circumstance having arisen or event having occurred in
relation to any material intellectual property owned or used by any member of
the Wider EMIS Group, including:

(i)      any member of the Wider EMIS Group losing its title to any
material intellectual property used in its business, or any material
intellectual property owned by the Wider EMIS Group being revoked, cancelled
or declared invalid;

(ii)        any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of the Wider
EMIS Group to, or the validity or effectiveness of, any of its material
intellectual property; or

(iii)       any agreement regarding the use of any material intellectual
property licensed to or by any member of the Wider EMIS Group being terminated
or varied;

Anti‑corruption and sanctions

(i)         except as Disclosed, Bidco not having discovered that:

(i)         any past or present member, director, officer or employee
of the Wider EMIS Group or any person that performs or has performed services
for or on behalf of any such company is or has at any time engaged in any
activity, practice or conduct (or omitted to take any action) in contravention
of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as
amended, or any other applicable anti‑corruption or anti-bribery
legislation;

(ii)        any member of the Wider EMIS Group, or any of their
respective directors, officers or senior employees, is debarred or otherwise
rendered ineligible to bid for, be awarded or perform any contract or business
for or with any government, governmental authority or agency or public body or
found to have violated any applicable law, rule or regulation concerning
government contracting or public procurement;

(iii)       any past or present member, director, officer or employee of
the Wider EMIS Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any conduct which would violate
applicable sanctions or dealt with, made any investments in, made any funds or
assets available to or received any funds or assets from:

(a)        any government, entity or individual in respect of which US,
UK or European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK, United Nations or
European Union laws or regulations, including the sanctions administered by
the United States Office of Foreign Assets Control, or any department of Her
Majesty's Government; or

(b)        any government, entity or individual targeted by any of the
sanctions of the United Nations, the US, UK or the European Union or any of
their respective member states; or

(iv)       a member of the Wider EMIS Group or any past or present
director, officer or employee of the Wider EMIS Group has engaged in a
transaction or any conduct in breach of any law or regulation, including any
sanctions administered by the United States Office of Foreign Assets Control
or any department of Her Majesty's Government or any government, entity or
individual targeted by any of the economic sanctions of the United Nations,
US, UK or the European Union or any of its member states; and

No criminal property

(j)         Bidco not having discovered that any asset of any member
of the Wider EMIS Group constitutes criminal property as defined by
section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition) or proceeds of crime under any other
applicable law, rule, or regulation concerning money laundering or proceeds of
crime or any member of the Wider EMIS Group is found to have engaged in
activities constituting money laundering under any applicable law, rule, or
regulation concerning money laundering.

Part B:            Further terms of the Acquisition

1.         Conditions 2(a), 2(b), 3(a), 3(b), and 4(a) to (j)
(inclusive) set out in Part A of this Appendix must each be fulfilled,
determined by Bidco to be or to remain satisfied or (if capable of waiver) be
waived by Bidco prior to the commencement of the Sanction Hearing, failing
which the Scheme will lapse.

2.         Notwithstanding the paragraph above, subject to the
requirements of the Panel and the Takeover Code, Bidco reserves the right in
its sole discretion to waive:

(a)        the deadline set out in Condition 1 of Part A of this
Appendix 1, and any of the deadlines set out in Condition 2 of Part A of this
Appendix 1 for the timing of the Court Meeting, General Meeting and the
Sanction Hearing. If any such deadline is not met, Bidco shall make an
announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with EMIS to extend the deadline in relation to the relevant Condition; and

(b)        in whole or in part, all or any of Conditions 3 and/or 4
listed in Part A of this Appendix above.

3.         Bidco shall be under no obligation to waive or treat as
satisfied any of the Conditions that it is entitled (with the consent of the
Panel and subject to the requirements of the Takeover Code) to invoke, by a
date earlier than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment.

4.         If Bidco is required by the Panel to make an offer for EMIS
Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make
such alterations to any of the above Conditions and terms of the Acquisition
as are necessary to comply with the provisions of that Rule.

5.         Under Rule 13.5(a) of the Takeover Code, Bidco may only
invoke a Condition so as to cause the Acquisition not to proceed, to lapse or
to be withdrawn with the consent of the Panel. The Panel will normally only
give its consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to Bidco in the context of the
Acquisition. This will be judged by reference to the facts of each case at the
time that the relevant circumstances arise. Conditions 1, 2(a), 2(b) and 2(c)
and, if applicable, any acceptance condition if the Acquisition is implemented
by means of an Offer, are not subject to this provision of the Takeover Code.

6.         Any Condition that is subject to Rule 13.5(a) of the
Takeover Code may be waived by Bidco.

7.         Bidco reserves the right to elect to implement the
Acquisition by way of an Offer as an alternative to the Scheme (subject to the
Panel's consent and the terms of the Co-operation Agreement).  In such event,
the Acquisition will be implemented on the same terms (subject to appropriate
amendments including (without limitation) the inclusion of an acceptance
condition which, unless otherwise agreed in writing between Bidco and EMIS or
otherwise required by the Panel, will be set at 90 per cent. (or such lesser
percentage as may be agreed between EMIS and Bidco in writing after, to the
extent necessary, consultation with the Panel, being in any case more than 50
per cent. of the voting rights attaching to the EMIS Shares) of shares to
which the Acquisition relates and those required by, or deemed appropriate by,
Bidco under applicable law, so far as applicable) as those which would apply
to the Scheme.  Further, if sufficient acceptances of such Offer are received
and/or sufficient EMIS Shares are otherwise acquired, it is the intention of
Bidco to apply the provisions of the 2006 Act to acquire compulsorily any
outstanding EMIS Shares to which such Offer relates.

8.         The Acquisition will be governed by the laws of England and
Wales and be subject to the jurisdiction of the English courts and to the
Conditions set out above. The Scheme will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the
AIM Rules and the Registrar of Companies.

9.         Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

10.       The EMIS Shares which will be acquired under the Acquisition
will be acquired with full title guarantee, fully paid and free from all
liens, equities, charges, encumbrances, options, rights of pre-emption and any
other third party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid, or any other return of value
(whether by reduction of share capital or share premium account or otherwise)
made on or after the Effective Date (save for any Permitted Dividends).

11.       If, on or after the date of this announcement and prior to the
Effective Date, any dividend, distribution or other return of value (excluding
any Permitted Dividends) is proposed, declared, paid or made or becomes
payable by EMIS in respect of the EMIS Shares, Bidco reserves the right
(without prejudice to any right of Bidco, with the consent of the Panel, to
invoke Condition 4(e)(ii) of Part A of this Appendix 1) to reduce the
Consideration to reflect the aggregate amount of such dividend, distribution
or other return of value. In such circumstances, EMIS Shareholders would be
entitled to receive and retain any such dividend, distribution or other return
of value declared, made or paid.

If and to the extent that any such dividend, distribution or other return of
value is paid or made in respect of the EMIS Shares prior to the Effective
Date, and Bidco exercises its rights under this paragraph 11 to reduce the
Consideration, any reference in this announcement to the Consideration shall
be deemed to be a reference to the Consideration as so reduced.

If the Effective Date occurs prior to 7 October 2022, there will be no
Permitted Interim Dividend and no equivalent payment will be made to EMIS
Shareholders by Bidco. If no Permitted Final Dividend is declared and paid or
becomes payable prior to the Effective Date, no equivalent payment will be
made to EMIS Shareholders by Bidco.

Any exercise by Bidco of its rights referred to in this paragraph 11 shall be
the subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the Scheme or the
Acquisition.

 

12.       The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of 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.

13.       The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdiction.
Any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about and observe any applicable
requirements. Further information in relation to Overseas Shareholders will be
contained in the Scheme Document.

APPENDIX 2

SOURCES AND BASES OF INFORMATION

In this announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used:

1.         The equity value of EMIS's entire issued and to be issued
ordinary share capital has been calculated on the basis of 64,579,775 EMIS
Shares, comprising:

·    63,311,396 EMIS Shares in issue as at 16 June 2022 (being the last
practicable date before this announcement); plus

·    1,358,171 EMIS Shares which may be issued on or after the date of
this announcement pursuant to the EMIS Long Term Incentive Plan, which
includes holders of EMIS Restricted Share Awards, in accordance with the
intentions set out in Schedule 1 of the Co-operation Agreement; plus

·    145,503 EMIS Shares which may be issued on or after the date of this
announcement pursuant to the EMIS Company Share Option Plan 2011 and/or the
EMIS Company Share Option Plan 2021, in accordance with the intentions set out
in Schedule 1 of the Co-operation Agreement; less

·    235,295 EMIS Shares held by the EMIS Employee Benefit Trust that can
be used to satisfy the exercise of options and vesting of awards granted under
the EMIS Share Plans as at 16 June 2022 (being the last practicable date
before this announcement), in accordance with the intentions set out in
Schedule 1 of the Co-operation Agreement.

2.         The value of the Acquisition, based on the Consideration,
of £1,243 million is calculated on the basis of the issued and to be issued
share capital of EMIS (as set out in paragraph 1 above).

3.         The premium calculations to the price per EMIS Share used
in this announcement have been calculated by reference to:

·    the Closing Price on 16 June 2022 (being the last Business Day before
the commencement of the offer period) of 1,292 pence, derived from Bloomberg;

·    the three-month volume weighted average price of 1,320 pence per EMIS
Share ended on 16 June 2022 (being the last Business Day before the
commencement of the offer period) derived from Bloomberg; and

·    the all-time highest Closing Price of an EMIS Share prior to
commencement of the offer period of 1,460 pence per EMIS Share in September
2021, derived from Bloomberg.

4.         The enterprise value for EMIS of £1,212 million is
calculated by reference to:

·    The equity value of EMIS's entire issued and to be issued share
capital as set out in paragraph 2 above; less

·    cash and cash equivalents of £64.0 million (as reported at 31
December 2021); plus

·   acquisition consideration (including contingent consideration) of
£27.8m in relation to the acquisitions of Pinnacle, Edenbridge Healthcare and
FourteenFish Limited (recorded as a post balance sheet event post 31 December
2021); plus

·    lease liabilities of £5.9 million (as reported at 31 December 2021);
less

·    investments in joint ventures and associates of £0.4 million (as
reported at 31 December 2021).

5.         EMIS's 2021 adjusted EBITDA of £48.9 million is calculated
by reference to:

·    adjusted operating profit of £43.5 million (as reported at 31
December 2021); plus

·    depreciation of property, plant and equipment of £4.2 million (as
reported at 31 December 2021); plus

·    amortisation of computer software used internally of £1.1 million
(as reported at 31 December 2021).

6.         The enterprise value multiple of 24.8x financial year 2021
adjusted EBITDA is calculated by reference to the EMIS enterprise value as per
paragraph 4 above and 2021 adjusted EBITDA as per paragraph 5 above

7.         Certain figures included in this announcement have been
subject to rounding adjustments.

8.         Unless otherwise stated, the financial information of EMIS
is extracted from the 2021 EMIS Annual Report.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

1.         EMIS Directors

The following EMIS Directors have given irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting and, if Bidco exercises its right to implement the
Acquisition by way of an Offer, to accept or procure acceptance of such offer,
in each case in respect of their own legal and/or beneficial holdings (or
those EMIS Shares over which they have control) of EMIS Shares as well as any
further EMIS Shares which they may become the legal or beneficial holder of.

 Name              Total Number of  Percentage of existing issued share capital
                   EMIS Shares *
 Patrick De Smedt  10,000           0.016
 Andy Thorburn     66,510           0.105
 Peter Southby     Nil              Nil
 Kevin Boyd        2,500            0.004
 Denise Collis     1,441            0.002
 TOTAL             80,451           0.127

*   472 EMIS Shares held or beneficially owned by Andy Thorburn and 2,921
EMIS Shares held or beneficially owned by Peter Southby, being EMIS Shares
held or beneficially owned under the EMIS SIP, are not subject to such
undertakings as there may be adverse tax consequences of doing so.
Notwithstanding this, Andy Thorburn and Peter Southby intend to vote such EMIS
Shares in favour of the Scheme at the Court Meeting and the Resolutions at the
General Meeting.

The irrevocable undertakings referred to in this paragraph 1 cease to be
binding on the earlier of the following occurrences: (i) Bidco announces, with
the consent of the Panel, that it is not proceeding with the Acquisition and
no new, revised or replacement offer or scheme is announced by Bidco at the
same time; (ii) the Scheme Document is not dispatched to EMIS Shareholders
within 28 days (or such longer period as may be agreed between EMIS and the
Panel) of this announcement; (iii) the Scheme lapses or is withdrawn in
accordance with its terms and no new, revised or replacement takeover offer or
scheme is announced by Bidco by such time; (iv) the Scheme has not become
Effective by the Long Stop Date (other than in circumstances where Bidco has,
prior to such date, elected to exercise its right to proceed by way of an
Offer and announced the same in accordance with the requirements of paragraph
8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been
withdrawn); and (v) any competing offer for the entire issued and to be issued
share capital of EMIS is declared unconditional or, if proceeding by way of a
scheme of arrangement, becomes effective.

2.         Non-director EMIS Shareholders

The following holders, controllers and/or beneficial owners of EMIS Shares
have given irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting and,
if Bidco exercises its right to implement the Acquisition by way of an Offer,
to accept or procure acceptance of such offer, in each case in respect of
their own legal and/or beneficial holdings (or those EMIS Shares over which
they have control) of EMIS Shares as well as any further EMIS Shares which
they may become the legal or beneficial holder of.

 Registered Holder                       Beneficial Holder  Total Number of  Percentage of existing issued share capital
                                                            EMIS Shares
 Katherine Southby                       Katherine Southby  31,545           0.050
 Hargreaves Lansdown (Nominees) Limited  Nicola Boyd        4,500            0.007
 TOTAL                                                      36,045           0.057

The irrevocable undertakings referred to in this paragraph 2 cease to be
binding on the earlier of the following occurrences: (i) Bidco announces, with
the consent of the Panel, that it is not proceeding with the Acquisition and
no new, revised or replacement offer or scheme is announced by Bidco at the
same time; (ii) the Scheme Document is not dispatched to EMIS Shareholders
within 28 days (or such longer period as may be agreed between EMIS and the
Panel) of this announcement; (iii) the Scheme lapses or is withdrawn in
accordance with its terms and no new, revised or replacement takeover offer or
scheme is announced by Bidco by such time; (iv) the Scheme has not become
Effective by the Long Stop Date (other than in circumstances where Bidco has,
prior to such date, elected to exercise its right to proceed by way of an
Offer and announced the same in accordance with the requirements of paragraph
8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been
withdrawn); and (v) any competing offer for the entire issued and to be issued
share capital of EMIS is declared unconditional or, if proceeding by way of a
scheme of arrangement, becomes effective.

3.         Letters of Intent

Each of the following holders, controllers and/or beneficial owners of EMIS
Shares have given a non-binding letter of intent to vote in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at the General
Meeting (or, if the Acquisition is to be implemented by way of a Takeover
Offer accept or procure the acceptance of any such Takeover Offer), in each
case in respect of their own legal and/or beneficial holdings (or those EMIS
Shares over which they have control) of EMIS Shares, as well as any further
EMIS Shares which they may become the legal or beneficial holder of and on the
key terms set out herein.

 Registered Holder                   Beneficial Holder                   Total Number of  Percentage of existing issued share capital
                                                                         EMIS Shares
 Octopus Investments Ltd             Octopus Investments Ltd             6,025,532        9.517
 Evenlode Investment Management Ltd  Evenlode Investment Management Ltd  2,632,673        4.158
 TOTAL                                                                   8,658,205        13.676

 

APPENDIX 4

DEFINITIONS

The following definitions apply throughout this document unless the context
otherwise requires:

 "2006 Act"                        the Companies Act 2006, as amended from time to time
 "2021 EMIS Annual Report"         the annual report and audited accounts of the EMIS Group for the year ended 31
                                   December 2021
 "Acquisition"                     the proposed acquisition by Bidco of the entire issued, and to be issued,
                                   ordinary share capital of EMIS not already owned or controlled by the Bidco
                                   Group, by means of the Scheme, or should Bidco so elect (subject to the
                                   consent of the Panel and the terms of the Co-operation Agreement), by means of
                                   an Offer
 "AIM"                             AIM, a market operated by the London Stock Exchange
 "AIM Rules"                       the rules of AIM as set out in the "AIM Rules for Companies" issued by the
                                   London Stock Exchange from time to time relating to AIM traded securities and
                                   the operation of AIM
 "Articles"                        the articles of association of EMIS from time to time
 "Authorisations"                  authorisations, orders, determinations, grants, recognitions, confirmations,
                                   consents, licences, clearances, certificates, permissions, exemptions or
                                   approvals, in each case of a Third Party
 "Bidco"                           Bordeaux UK Holdings II Limited, an affiliate of Optum UK and a wholly owned
                                   subsidiary of UnitedHealth Group
 "Bidco Board"                     the directors of Bidco from time to time
 "Bidco Group"                     Bidco and its subsidiaries and subsidiary undertakings and, where the context
                                   permits, each of them
 "Business Day"                    a day, not being a public holiday, Saturday or Sunday, on which clearing banks
                                   in London and New York are open for normal business
 "Closing Price"                   the closing middle market price of an EMIS Share as derived from the AIM
                                   appendix to the Official List on any particular date
 "CMA"                             the UK Competition and Markets Authority
 "Conditions"                      the conditions to the Acquisition, as set out in Appendix 1 to this
                                   announcement and as to be set out in the Scheme Document
 "Confidentiality Agreement"       the confidentiality agreement entered into between Optum UK and EMIS dated 8
                                   April 2022 in respect of the Acquisition
 "Consideration"                   the consideration payable to EMIS Shareholders pursuant to the Acquisition,
                                   comprising 1,925 pence in cash per EMIS Share
 "Co-operation Agreement"          the co-operation agreement entered into between Bidco and EMIS dated 17 June
                                   2022 relating to, amongst other things, the implementation of the Acquisition
 "Court"                           the High Court of Justice in England and Wales
 "Court Meeting"                   the meeting(s) of EMIS Shareholders to be convened at the direction of the
                                   Court pursuant to Part 26 of the 2006 Act, notice of which will be set out in
                                   the Scheme Document, to consider and, if thought fit, approve the Scheme (with
                                   or without amendment), including any adjournment, postponement or reconvening
                                   thereof
 "Court Order"                     the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act
 "CREST"                           the relevant system (as defined in the Regulations) in respect of which
                                   Euroclear is the operator (as defined in CREST)
 "Disclosed"                       the information:

                                   (a)        disclosed by or on behalf of EMIS:

                                   (i)         in the 2021 EMIS Annual Report;

                                   (ii)        in this announcement; and/or

                                   (iii)       in any other announcement to a Regulatory Information
                                   Service prior to the publication of this announcement; and/or

                                   (b)        fairly disclosed prior to the date of this announcement to
                                   Bidco, UnitedHealth Group or any of their respective officers, employees,
                                   agents or advisers (in their capacity as such) including via the virtual data
                                   room operated on behalf of EMIS in respect of the Acquisition
 "Effective"                       in the context of the Acquisition: (i) if the Acquisition is implemented by
                                   way of the Scheme, the Scheme having become effective pursuant to its terms;
                                   or (ii) if the Acquisition is implemented by way of the Offer, the Offer
                                   having been declared or having become unconditional in all respects in
                                   accordance with the requirements of the Takeover Code
 "Effective Date"                  the date on which the Acquisition becomes Effective
 "EMIS"                            EMIS Group plc
 "EMIS Board" or "EMIS Directors"  the directors of EMIS as at the date of this announcement or, where the
                                   context so requires, the directors of EMIS from time to time
 "EMIS Group"                      EMIS and its subsidiaries and its subsidiary undertakings and where the
                                   context permits, each of them
 "EMIS Share Plans"                (a)        the EMIS Company Share Option Plan 2011 and/or the EMIS
                                   Company Share Option Plan 2021;

                                   (b)        the EMIS Long-Term Incentive Plan (including the EMIS Group
                                   restricted stock award scheme); and

                                   (c)        the EMIS SIP
 "EMIS Shareholders"               registered holders of EMIS Shares
 "EMIS Shares"                     the existing unconditionally allotted or issued and fully paid ordinary shares
                                   of 1 pence each in the capital of EMIS and any further shares which are
                                   unconditionally allotted or issued before the Scheme becomes Effective but
                                   excluding in both cases any such shares held or which become held in treasury
 "EMIS SIP"                        the EMIS Share Incentive Plan 2014
 "Euroclear"                       Euroclear UK & International Limited
 "FCA"                             the Financial Conduct Authority of the United Kingdom or its successor from
                                   time to time
 "FCA Handbook"                    the FCA's Handbook of rules and guidance as amended from time to time
 "FSMA"                            the Financial Services and Markets Act 2000, as amended from time to time
 "General Meeting"                 the general meeting of EMIS Shareholders to be convened in connection with the
                                   Scheme to consider and, if thought fit, to approve the Resolutions (with or
                                   without amendment) including any adjournment, postponement or reconvening
                                   thereof
 "IFRS"                            International Financial Reporting Standards
 "London Stock Exchange"           the London Stock Exchange plc or its successor
 "Long Stop Date"                  30 June 2023 or such later date as Bidco and EMIS may, with the consent of the
                                   Panel, agree and, if required, as the Court may approve
 "Meetings"                        the Court Meeting and the General Meeting
 "MHP"                             MHP Communications (a trading division of Engine Partners UK LLP)
 "NHS"                             the UK National Health Service
 "NS&I Act"                        the National Security and Investment Act 2021, together with its secondary
                                   legislation and associated regulatory rules
 "Numis"                           Numis Securities Limited
 "Offer"                           subject to the consent of the Panel and the terms of the Co-operation
                                   Agreement, should the Acquisition be implemented by way of a takeover offer as
                                   defined in Chapter 3 of Part 28 of the 2006 Act, the offer to be made by or on
                                   behalf of Bidco to acquire the entire issued and to be issued share capital of
                                   EMIS, other than EMIS Shares owned or controlled by the Bidco Group and, where
                                   the context admits, any subsequent revision, variation, extension or renewal
                                   of such offer
 "Offer Document"                  should the Acquisition be implemented by way of an Offer, the document which
                                   would be sent to EMIS Shareholders containing, inter alia, the terms and
                                   conditions of the Offer
 "Official List"                   the Official List of the FCA
 "Optum UK"                        Optum Health Solutions (UK) Limited
 "Overseas Shareholders"           holders of Scheme Shares who are resident in, ordinarily resident in, or
                                   citizens of, jurisdictions outside the United Kingdom
 "Panel"                           the Panel on Takeovers and Mergers
 "Permitted Dividends"             any Permitted Interim Dividend and any Permitted Final Dividend
 "Permitted Final Dividend"        a final dividend of up to 21.10 pence per EMIS Share in respect of EMIS's 2022
                                   financial year which is declared and paid or becomes payable to EMIS
                                   Shareholders prior to the Effective Date, in each case in accordance with
                                   EMIS's ordinary course financial calendar
 "Permitted Interim Dividend"      an interim dividend of up to 17.60 pence per EMIS Share which is declared by
                                   the EMIS Directors in respect of the first half-year results for EMIS's 2022
                                   financial year in accordance with EMIS's ordinary course financial calendar
                                   and by reference to a record date falling prior to the Effective Date
                                   (provided that, for the avoidance of doubt, such record date is on or before 7
                                   October 2022)
 "Registrar of Companies"          the Registrar of Companies in England and Wales
 "Regulations"                     the Uncertificated Securities Regulations 2001
 "Regulatory Information Service"  a regulatory information service as defined in the FCA Handbook
 "relevant securities"             "relevant securities" as defined in the Takeover Code
 "Resolutions"                     the resolution(s) to be proposed at the General Meeting necessary to
                                   facilitate the implementation of the Scheme, including, without limitation, a
                                   resolution to amend the Articles by adoption and inclusion of a new article
                                   under which any EMIS Shares issued or transferred after the Scheme Record Time
                                   (other than to  Bidco and its nominees) shall be automatically transferred to
                                   Bidco (or as it may direct) and, where applicable, for Consideration to be
                                   paid to the transferee or to the original recipient of the EMIS Shares so
                                   transferred or issued on the same terms as the Acquisition (other than terms
                                   as to timings and formalities)
 "Restricted Jurisdiction"         any jurisdiction where local laws or regulations may result in a significant

                                 risk of civil, regulatory or criminal exposure if information concerning the
                                   Acquisition is sent or made available to EMIS Shareholders in that

                                 jurisdiction

                                 Robey Warshaw LLP
 "Robey Warshaw"
 "Sanction Hearing"                the Court hearing to sanction the Scheme
 "Scheme"                          the proposed scheme of arrangement under Part 26 of the 2006 Act between EMIS
                                   and the Scheme Shareholders, with or subject to any modification, addition or
                                   condition approved or imposed by the Court and agreed by EMIS and Bidco, to
                                   implement the acquisition of the entire issued and to be issued share capital
                                   of EMIS by Bidco
 "Scheme Document"                 the document to be sent to EMIS Shareholders and persons with information
                                   rights containing, amongst other things, details of the Acquisition, the
                                   Scheme and notices of the Meetings
 "Scheme Record Time"              the time and date to be specified in the Scheme Document, expected to be 6.00
                                   p.m. on the Business Day immediately prior to the Effective Date, or such
                                   later time as Bidco and EMIS may agree
 "Scheme Shareholders"             holders of Scheme Shares
 "Scheme Shares"                   all EMIS Shares which remain in issue at the Scheme Record Time and are:

                                   (i)         in issue at the date of the Scheme Document;

                                   (ii)        (if any) issued after the date of the Scheme Document but
                                   before the Voting Record Time; and

                                   (iii)       (if any) issued at or after the Voting Record Time and
                                   before the Scheme Record Time, either on terms that the original or any
                                   subsequent holders thereof shall be bound by the Scheme or in respect of which
                                   the holders thereof shall have agreed in writing to be bound by the Scheme,

                                   excluding, in each case, any EMIS Shares registered in the name of or
                                   beneficially owned by Bidco or any member of the Bidco Group or held in
                                   treasury, in each case at the Scheme Record Time
 "Substantial Interest"            a direct or indirect interest in 20 per cent. or more of the voting rights or
                                   equity share capital of an undertaking
 "Takeover Code"                   the Takeover Code issued by the Panel, as amended from time to time
 "Third Party"                     as defined on page 35 of this announcement
 "UK" or "United Kingdom"          United Kingdom of Great Britain and Northern Ireland
 "UnitedHealth Group"              UnitedHealth Group Incorporated
 "US" or "United States"           United States of America, its territories and possessions, any state of the
                                   United States of America, the District of Columbia and all other areas subject
                                   to its jurisdiction and any political sub-division thereof
 "Voting Record Time"              the time and date to be specified in the Scheme Document by reference to which
                                   entitlement to vote at the Court Meeting will be determined, expected to be
                                   6.00 pm on the day which is two days before the Court Meeting or, if the Court
                                   Meeting is adjourned, 6.00 pm on the day which is two days before the date of
                                   such adjourned Court Meeting
 "Wider EMIS Group"                EMIS and its subsidiaries, subsidiary undertakings and associated undertakings
                                   and any other undertaking (including any joint venture, partnership, firm or
                                   company) in which EMIS and/or such undertakings (aggregating their interests)
                                   have a Substantial Interest (excluding, for the avoidance of doubt, Bidco and
                                   all of its associated undertakings which are not members of the EMIS Group)
 "Wider Optum Group"               UnitedHealth Group and its subsidiaries, subsidiary undertakings and
                                   associated undertakings, and any other undertaking (including any joint
                                   venture, partnership, firm or company) in which UnitedHealth Group and/or such
                                   any undertakings (aggregating their interests) have a Substantial Interest

For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking", "associated undertaking" and "equity share capital" have the
meanings given by the 2006 Act.

All times referred to are London time unless otherwise stated.

References to the singular include the plural and vice versa.

 

 

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