Offer Update
19 Dezembro 2003 - 5:01AM
UK Regulatory
RNS Number:4634T
iSoft Group PLC
19 December 2003
Embargoed for 7.00am
iSOFT Group plc
19 December 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
iSOFT Group plc ("iSOFT") and Torex PLC ("Torex")
Extension of merger offer and announcement of level of acceptances
The Boards of iSOFT and Torex announce that the recommended merger offer, made
on behalf of iSOFT by Hoare Govett Limited ("Merger Offer"), for the whole of
the issued and to be issued share capital of Torex has been extended to 3.00 pm
on 2 January 2004.
By 3.00 pm on 18 December 2003, the second closing date of the Merger Offer,
valid acceptances of the Merger Offer had been received in respect of 47,371,694
Torex Shares, representing 85.93 per cent of the existing issued ordinary share
capital of Torex. Prior to the posting of the Merger Offer documentation on 13
November 2003, iSOFT had received irrevocable undertakings to accept (or procure
the acceptance of) the Merger Offer from the Torex Directors and Associated
Technologies Limited, a company controlled by Christopher Moore, Chairman of
Torex, in respect of their respective entire beneficial holdings of, in
aggregate, 4,956,395 Torex Shares, representing approximately 8.99 per cent of
the existing issued share capital of Torex. Valid acceptances have been
received in respect of 4,954,895 of these Torex Shares that are the subject of
irrevocable undertakings and are included in the total number of valid
acceptances referred to above.
Save as disclosed above, neither iSOFT nor any person deemed to be acting in
concert with iSOFT held any Torex Shares or rights over Torex Shares prior to
the commencement of the Merger Offer period on 22 July 2003, or has either
acquired or agreed to acquire any Torex Shares or rights over Torex Shares since
then.
Torex Shareholders who have not accepted the Merger Offer are urged, if their
Torex Shares are in Certificated Form (that is, not in CREST) to complete and
return their Form of Acceptance as soon as possible or, if their Torex Shares
are held in Uncertificated Form (that is, in CREST) to ensure that an Electronic
Acceptance is made by them, or on their behalf, which settles as soon as
possible.
Terms defined in the Merger Offer Document dated 13 November 2003 have the same
meaning in this announcement unless the context otherwise requires.
Enquiries:
iSOFT Group plc +44(0)161 935 8800 Torex PLC +44(0)1295 274 200
Tim Whiston, Finance Director Mark Woodbridge, Finance Director
Hoare Govett Limited +44(0)20 7678 8000 UBS Investment Bank +44(0)20 7567 8000
Chris Fielding/Andrew Chapman Michael Meade
Financial Dynamics +44(0)20 7831 3113 Citigate Dewe Rogerson +44(0)20 7638 9571
Giles Sanderson Ginny Pulbrook
Juliet Clarke Sebastian Hoyle
Hoare Govett Limited, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for iSOFT in connection with the Merger and no
one else and will not be responsible to anyone other than iSOFT for providing
the protections afforded to clients of Hoare Govett Limited nor for providing
advice in relation to the Merger.
UBS Limited, which is regulated in the UK by the Financial Services Authority,
is acting as financial advisor to Torex and no one else in connection with the
Merger and will not be responsible to anyone other than Torex for providing the
protections afforded to clients of UBS Limited, nor for providing advice in
relation to the Merger.
The Merger Offer is not being made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, Canada,
Australia or Japan and the Merger Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities from or within the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement and any
related documents are not being, and must not be, in whole or in part, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from the United States, Canada, Australia or Japan and persons receiving this
announcement and any related document (including, without limitation,
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them, in whole or in part, in or into or from the United
States, Canada, Australia or Japan or such other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction. Doing
so may render invalid any purported acceptance of the Merger Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
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