Satisfaction of conditions and scheme timetable
29/09/2023 07:07
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RNS Number : 1470O EMIS Group PLC 29 September 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 SUCH JURISDICTION
FOR IMMEDIATE
RELEASE
29 September 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")
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
SATISFACTION OF CONDITIONS AND SCHEME TIMETABLE
Update on satisfaction of Conditions to the Acquisition
On 17 June 2022, EMIS and Bidco announced that they had reached agreement on
the terms and conditions of a recommended all cash offer by Bidco of the
entire issued, and to be issued, share capital of EMIS (the "Acquisition"), to
be effected by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act. The circular in relation to the Scheme (the "Scheme
Document") was published on 8 July 2022.
Following today's publication by the United Kingdom Competition and Markets
Authority of its Final Report (pursuant to which it has cleared the
Acquisition), the Boards of EMIS and Bidco are pleased to confirm that all of
the Conditions to the Acquisition relating to regulatory approvals have now
been satisfied.
Next steps and timetable
The Acquisition remains subject to certain other Conditions, including
sanction by the Court at the Sanction Hearing and the delivery of a copy of
the Court Order to the Registrar of Companies. Subject to the Scheme receiving
the sanction of the Court, the delivery of a copy of the Court Order to the
Registrar of Companies, and the satisfaction (or, where applicable, the
waiver) of the remaining general Conditions set out in Part 3 of the Scheme
Document, the Scheme is expected to become effective on 27 October 2023.
The Sanction Hearing has been scheduled to be held on 25 October 2023.
Details of the Sanction Hearing will be available on the Court service website
on the date before the Sanction Hearing. A further announcement will be made
by EMIS when the Court sanctions the Scheme.
An updated expected timetable of principal events for the implementation of
the Scheme is set out in the Appendix to this announcement. If any change to
the key dates and/or times set out in the timetable are made, EMIS will give
notice of this change by issuing an announcement through a Regulatory
Information Service, with such announcements also being made available on
EMIS' website at https://governance.emisgroupplc.com/.
On 7 September 2023, EMIS declared an interim dividend conditional on the
Scheme not having become effective prior to 7 October 2023. Given the expected
timetable, the interim dividend of 21.3p per share will be payable on 23
October 2023 (to EMIS shareholders on the register at the close of business on
6 October 2023), without any reduction to the Acquisition cash consideration
of 1,925p per EMIS share.
Full details of the Acquisition are set out in the Scheme Document.
Capitalised terms used but not defined in this announcement have the meanings
given to them in the Scheme Document.
Enquiries:
EMIS
Andy Thorburn, Chief Executive Officer +44 (0) 330 024 1269
Peter Southby, Chief Financial Officer
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 8572
Reg Hoare EMIS@mhpgroup.com
Ollie Hoare
Matthew Taylor
Bidco / Optum UK
Aisling Kearney +44 7971 428266
Robey Warshaw (Financial Adviser to UnitedHealth Group and Bidco)
Simon Warshaw +44 20 7317 3900
Philip Apostolides
FGS Global (PR Adviser to Bidco and Optum UK)
John Gray +44 20 7251 3801
Amanda Healy Optum-LON@fgsglobal.com
Travers Smith LLP are retained as legal adviser to EMIS and Slaughter and May
are retained as legal adviser to Bidco and UnitedHealth Group.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on EMIS' and Bidco's current
expected dates for the implementation of the Scheme and is subject to change
(including as a result of changes to Court times). If any of the dates and/or
times in this expected timetable change, the revised dates and/or times will
be notified to EMIS Shareholders by announcement through a Regulatory
Information Service, with such announcements also being made available on
EMIS' website at https://governance.emisgroupplc.com/.
Event Time and/or date((1))
Sanction Hearing (to sanction the Scheme) 25 October 2023((2))
Last day of dealings in, and for the registration of transfer of, and 26 October 2023
disablement in CREST of, EMIS Shares
Scheme Record Time 6.00 p.m. on 26 October 2023
Suspension of listing of, and dealings in, EMIS Shares on AIM by 7.30 a.m. on 27 October 2023((3))
Effective Date 27 October 2023((4))
Cancellation of admission to trading of EMIS Shares on AIM by 7.00 a.m. on 30 October 2023
Latest date for dispatch of cheques and crediting of CREST accounts due under by 10 November 2023
the Scheme
Long Stop Date 30 June 2024((5))
(1) References to times are to London, United Kingdom time
unless otherwise stated.
(2) Listing details of the Sanction Hearing, including the
time, the number of the Court and the name of the judge will be available on
the Business and Property Courts Rolls Building Cause List at
https://www.gov.uk/government/publications/business-and-property-courts-rolls-building-cause-list
on the day before the Sanction Hearing.
(3) Suspension of listing of, and dealings in, EMIS Shares on
AIM will occur no earlier than 10 clear Business Days following the
publication of this announcement.
(4) Following the sanction of the Scheme by the Court at the
Sanction Hearing, the Scheme will become Effective in accordance with its
terms upon a copy of the Court Order approving the Scheme being delivered to
the Registrar of Companies. This is expected to occur two Business Days
after the date of the Sanction Hearing, such that the Effective Date is then
expected to be 27 October 2023, subject to the satisfaction (or where
applicable, the waiver) of the remaining Conditions. The events which are
stated as occurring on subsequent dates are conditional on the Effective Date
and operate by reference to this time.
(5) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
EMIS and Bidco may agree in writing (with the Panel's consent and as the Court
may approve (should such approval be required)).
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, 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 jurisdictions
This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
the laws of England and Wales, the Takeover Code, the AIM Rules, the Market
Abuse Regulation (EU 596/2014) and the Disclosure Guidance and Transparency
Rules and information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws of jurisdictions outside England.
The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions.
The availability of the Acquisition to EMIS Shareholders who are not resident
in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their EMIS Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders are contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
from within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving this announcement and all such documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of an
Offer (unless otherwise permitted by applicable law and regulation), the Offer
may not be made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the AIM Rules.
Additional information for US investors
EMIS Shareholders in the US should note that the Acquisition relates to the
securities of an English company, is subject to UK disclosure requirements and
practices (which are different from those of the US) and is proposed to be
implemented by means of a scheme of arrangement under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the US
Securities Exchange Act of 1934, as amended (the "US Exchange Act").
Accordingly, the Acquisition and the Scheme will be subject to the disclosure
requirements and practices applicable in the UK to schemes of arrangement,
which are different from the disclosure requirements of the US tender offer
and proxy solicitation rules. The financial information included in this
announcement and the Scheme Document has been or will have been prepared in
accordance with IFRS, and thus may not be comparable to financial information
of US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the US. However,
if, in the future, Bidco were to exercise its right to implement the
Acquisition of the EMIS Shares by way of an Offer and determines to extend the
offer into the United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including any applicable
exemptions under the US Exchange Act.
The receipt of cash pursuant to the Acquisition by a US investor as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax laws. Each
EMIS Shareholder is urged to consult with legal, tax and financial advisers in
connection with making a decision regarding the Acquisition.
It may be difficult for US investors to enforce their rights and claims
arising out of the US federal securities laws, since Bidco and EMIS are
located in countries other than the US, and some or all of their officers and
directors may be residents of countries other than the US. US investors may
not be able to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgement.
To the extent permitted by applicable law, in accordance with normal UK market
practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its
nominees, or their brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, EMIS Shares outside of the
US, other than pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase will be disclosed as required in the UK,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at www.londonstockexchange.com.
Neither the United States Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Acquisition, passed upon
the merits or fairness of the Acquisition or passed any opinion upon the
accuracy, adequacy or completeness of this announcement (nor will it do so in
respect of the Scheme Document). Any representation to the contrary is a
criminal offence in the United States.
Forward-looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco, Optum UK, any member of the Wider Optum Group,
EMIS or any member of the Wider EMIS Group may contain statements which are,
or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections about future events, and
are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco, Optum
UK, any member of the Wider Optum Group, EMIS or any member of the Wider EMIS
Group (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "intends", "cost-saving", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Forward-looking
statements may include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion
and growth of Bidco's, Optum UK's, EMIS's, any member of the Wider Optum
Group's or any member of the Wider EMIS Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's, Optum UK's,
EMIS's, any member of the Wider Optum Group's or any member of the Wider EMIS
Group's business.
Although Bidco and EMIS believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco, Optum UK, the Wider Optum
Group, EMIS and the Wider EMIS Group can give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the satisfaction of the Conditions; changes in the global
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or disposals; changes in general
economic and business conditions; changes in the behaviour of other market
participants; the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market conditions in
the countries in which Bidco, Optum UK, the Wider Optum Group, EMIS and/or the
Wider EMIS Group operate; weak, volatile or illiquid capital and/or credit
markets; changes in the degree of competition in the geographic and business
areas in which Bidco, Optum UK, each member of the Wider Optum Group, EMIS
and/or each member of the Wider EMIS Group operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.
Neither Bidco, Optum UK, the Wider Optum Group, EMIS nor the Wider EMIS Group,
nor any of their respective associates or directors, officers or advisers,
provide any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. Given these risks and uncertainties,
potential investors are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor EMIS is under any obligation, and Bidco and EMIS expressly disclaim
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for EMIS for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
EMIS.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm on the 10th
Business Day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this announcement on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on EMIS's, UnitedHealth Group's and
Optum UK's websites at https://governance.emisgroupplc.com
(https://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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