REG - EMIS Group PLC - Scheme of arrangement becomes effective

EMISAnnouncement

27/10/2023 07:00

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RNS Number : 4634R  EMIS Group PLC  27 October 2023

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

FOR IMMEDIATE RELEASE

27 October 2023

RECOMMENDED CASH ACQUISITION

OF

EMIS GROUP PLC ("EMIS")

BY

BORDEAUX UK HOLDINGS II LIMITED ("Bidco")

an affiliate of

Optum Health Solutions (UK) Limited ("oPTUM uk")

and a wholly owned subsidiary of

UnitedHealth Group Incorporated ("unitedhealth group")

SCHEME BECOMES EFFECTIVE

On 17 June 2022, the Boards of Bidco and EMIS announced that they had reached
agreement on the terms of a recommended all cash offer pursuant to which Bidco
will acquire the entire issued and to be issued ordinary share capital of EMIS
(the "Acquisition").  The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"). Capitalised terms used but not defined in this announcement
have the meanings given to them in the scheme document published on 8 July
2022 containing the full terms and conditions of the acquisition by Bidco of
the entire issued and to be issued share capital of EMIS (the "Scheme
Document").  All references to times in this announcement are to London,
United Kingdom times unless otherwise stated.

On 9 August 2022, the Scheme was approved by the requisite majorities of
Scheme Shareholders at the Court Meeting and the Special Resolution to
implement the Scheme was approved by the requisite majority of EMIS
Shareholders at the General Meeting.

The Boards of EMIS and Bidco are pleased to announce that, further to the
announcement on 25 October 2023 that the High Court of Justice in England and
Wales had sanctioned the Scheme at the Court Sanction Hearing held on that
date, the Court Order has been delivered to the Registrar of Companies today;
and accordingly, the Scheme has now become effective in accordance with its
terms and the entire issued, and to be issued, share capital of EMIS is now
owned by Bidco.

Suspension of trading and cancellation of admission to trading of EMIS Shares

As previously advised, trading in EMIS Shares on AIM is expected to be
suspended with effect by 7.30 a.m. today and the cancellation of trading of
EMIS Shares on AIM is expected to take place by 7.00 a.m. on 30 October 2023.

Settlement of consideration

A Scheme Shareholder on the register of members of EMIS at the Scheme Record
Time, being 6.00 p.m. on 26 October 2023 will be entitled to receive 1,925
pence in cash for each Scheme Share then held.  Settlement of the
consideration to which any Scheme Shareholder is entitled will be effected by
way of the despatch of cheques or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable.  The latest date of despatch of
cheques and settlement of the consideration in relation to the Acquisition is
10 November 2023, being 14 days after the Effective Date, as set out in the
Scheme Document.

In the case of Scheme Shares issued to satisfy the exercise of options under
the EMIS Share Plans after the making of the Court Order on 25 October 2023
and prior to the Scheme Record Time, being 6.00 p.m. on 26 October 2023,
settlement of consideration to which any employee or director of EMIS is due
in respect of those Scheme Shares will be effected by payment through payroll
of EMIS, subject to deduction and withholding of any applicable exercise price
thereon, as soon as practicable following receipt by EMIS of payment in
respect of such consideration from Bidco.

EMIS Board resignations

Upon the Scheme becoming effective, the resignations of the EMIS Non-Executive
Directors, Patrick De Smedt, Denise Collis, Jennifer Byrne, Kevin Boyd and
Jayaprakasa (JP) Rangaswami, took effect. Andy Thorburn and Peter Southby will
remain on the EMIS Board.

Offer-related fees and expenses

The aggregate fees and expenses incurred by EMIS and the Wider Optum Group in
connection with the Acquisition have increased from the estimates published in
the Scheme Document as a result of the CMA's Phase 2 investigation.

In accordance with rule 24.16 of the Code, the aggregate fees and expenses
expected to be incurred by the Wider Optum Group in connection with the
Acquisition (excluding any applicable VAT) are expected to be:

 Category                                  Amount (excluding applicable VAT) (£m)
 Financial and corporate broking advice     5.500
 Legal advice                               11.708((1))
 Accounting advice                          0.316
 Public relations advice                    1.373
 Other professional services                1.795
 Other costs and expenses                   0.290
 TOTAL                                      20.982

(1)   The total does not include disbursements.

In accordance with rule 24.16 of the Code, the aggregate fees and expenses
expected to be incurred by EMIS in connection with the Acquisition (excluding
any applicable VAT) are expected to be:

 Category                                    Amount (excluding applicable VAT) (£m)
 Financial and corporate broking advice      9.940
 Legal advice                                4.557((1))
 Accounting advice                           0
 Public relations advice                     0.100
 Other professional services                 0.926
 Other costs and expenses                    0.048
 TOTAL                                       15.571

(1)   The total does not include disbursements.

Dealing disclosures

EMIS is no longer in an "offer period" as defined in the Takeover Code and
accordingly the dealing disclosure requirements previously notified to EMIS
Shareholders no longer apply.

Full details of the Acquisition are set out in the Scheme Document.

Enquiries:

 EMIS
 Andy Thorburn, Chief Executive Officer                                        +44 0330 024 1269
 Peter Southby, Chief Financial Officer

 Deutsche Numis (Financial adviser, corporate broker and nominated adviser to
 EMIS)
 Simon Willis                                                                  +44 (0) 207 260 1000
 Joshua Hughes
 Havish Patel

 MHP (PR adviser to EMIS)                                                      +44 (0) 203 128 8100
 Reg Hoare                                                                     EMIS@mhpgroup.com
 Ollie Hoare
 Matthew Taylor

 Bidco / Optum UK
 Aisling Kearney                                                               +44 7971 428266

 Robey Warshaw (Financial Adviser to UnitedHealth Group and Bidco)
 Simon Warshaw                                                                 +44 20 7317 3900
 Philip Apostolides

 FGS Global (PR Adviser to Bidco and Optum UK)
 John Gray                                                                     +44 20 7251 3801
 Amanda Healy                                                                  Optum-LON@fgsglobal.com

 

Travers Smith LLP are retained as legal adviser to EMIS and Slaughter &
May are retained as legal adviser to Bidco and UnitedHealth Group.

Important notices

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of an offer to buy any
securities, any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition is being made solely pursuant to the
terms of the Scheme Document (or, if the Acquisition is implemented by way of
an Offer, the Offer Document), which contains the full terms and conditions of
the Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information in the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the Offer
Document).

This announcement does not constitute a prospectus or prospectus equivalent
document.

Robey Warshaw, which is authorised and regulated by the FCA in the UK, is
acting exclusively for UnitedHealth Group and Bidco and no one else in
connection with the Acquisition and will not be responsible to anyone other
than UnitedHealth Group and Bidco for providing the protections afforded to
clients of Robey Warshaw or for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.

Numis Securities Limited ("Deutsche Numis"), which is authorised and
regulated by the 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 Deutsche Numis or for
providing advice in relation to the Acquisition or any other matters referred
to in this announcement. Neither Deutsche 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 Deutsche Numis in connection with the Acquisition, any statement contained
herein or otherwise.

Overseas jurisdictions

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
the laws of England and Wales, the Takeover Code, the AIM Rules, the Market
Abuse Regulation (EU 596/2014) and the Disclosure Guidance and Transparency
Rules and information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws of jurisdictions outside England.

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions.

The availability of the Acquisition to EMIS Shareholders who are not resident
in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their EMIS Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders are contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
from within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving this announcement and all such documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of an
Offer (unless otherwise permitted by applicable law and regulation), the Offer
may not be made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the AIM Rules.

Additional information for US investors

EMIS Shareholders in the US should note that the Acquisition relates to the
securities of an English company, is subject to UK disclosure requirements and
practices (which are different from those of the US) and is proposed to be
implemented by means of a scheme of arrangement under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the US
Securities Exchange Act of 1934, as amended (the "US Exchange Act").
Accordingly, the Acquisition and the Scheme will be subject to the disclosure
requirements and practices applicable in the UK to schemes of arrangement,
which are different from the disclosure requirements of the US tender offer
and proxy solicitation rules. The financial information included in this
announcement and the Scheme Document has been or will have been prepared in
accordance with IFRS, and thus may not be comparable to financial information
of US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the US. However,
if, in the future, Bidco were to exercise its right to implement the
Acquisition of the EMIS Shares by way of an Offer and determines to extend the
offer into the United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including any applicable
exemptions under the US Exchange Act.

The receipt of cash pursuant to the Acquisition by a US investor as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax laws. Each
EMIS Shareholder is urged to consult with legal, tax and financial advisers in
connection with making a decision regarding the Acquisition.

It may be difficult for US investors to enforce their rights and claims
arising out of the US federal securities laws, since Bidco and EMIS are
located in countries other than the US, and some or all of their officers and
directors may be residents of countries other than the US. US investors may
not be able to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgement.

To the extent permitted by applicable law, in accordance with normal UK market
practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its
nominees, or their brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, EMIS Shares outside of the
US, other than pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase will be disclosed as required in the UK,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at www.londonstockexchange.com.

Neither the United States Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Acquisition, passed upon
the merits or fairness of the Acquisition or passed any opinion upon the
accuracy, adequacy or completeness of this announcement (nor will it do so in
respect of the Scheme Document). Any representation to the contrary is a
criminal offence in the United States.

Publication of this announcement on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on EMIS's, UnitedHealth Group's and
Optum UK's websites at https://www.governance.emisgroupplc.com,
www.unitedhealthgroup.com/investors.html and www.optum.co.uk/, respectively,
by no later than 12 noon on the first Business Day following the date of this
announcement. For the avoidance of doubt, neither the contents of these
websites nor any website accessible from hyperlinks is incorporated into or
forms part of this announcement.

Right to receive documents in hard copy form

In accordance with Rule 30.3 of the Takeover Code, EMIS Shareholders, persons
with information rights and participants in EMIS Share Plans may request a
hard copy of this announcement by contacting Link Group between 9.00 a.m. to
5.30 p.m. Monday to Friday (excluding public holidays in England and Wales) on
0371 664 0300 (or +44 (0) 371 664 0300 if calling from outside the UK) or by
submitting a request in writing to Link Group at Central Square, Wellington
Street, Leeds LS1 4DL. Calls are charged at the standard geographic rate and
will vary by provider.  Calls outside the United Kingdom will be charged at
the applicable international rate.  For persons who receive a copy of this
announcement in electronic form or via a website notification, a hard copy of
this announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information to be sent to
them in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by EMIS Shareholders, persons with information rights and other
relevant persons for the receipt of communications from EMIS may be provided
to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of
the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

 

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