Offer Update
January 12 2004 - 1:00AM
UK Regulatory
RNS Number:0875U
iSoft Group PLC
12 January 2004
Embargoed for 7.00 am 12 January 2004
iSOFT Group plc
12 January 2004
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")
Compulsory acquisition of outstanding Torex Shares
On 23 December 2003, iSOFT announced that the recommended merger offer ("Merger
Offer"), made on behalf of iSOFT by Hoare Govett Limited, for the whole of the
issued and to be issued share capital of Torex had been declared unconditional
in all respects.
As at 3.00 pm on 9 January 2004, the latest practicable date prior to the making
of this announcement, iSOFT had received valid acceptances in respect of
53,080,988 Torex Shares, representing 96.29 per cent of the existing issued
share capital of Torex.
Consequently, iSOFT is today implementing the procedure under sections 428 to
430F of the Companies Act 1985, as amended, to acquire compulsorily all of the
outstanding Torex Shares which it has not already acquired, contracted to
acquire or in respect of which it has not already received valid acceptances.
The Merger Offer for the entire issued and to be issued share capital of Torex,
as set out in the Offer Document, will remain open for acceptance until further
notice. Torex shareholders who have not yet accepted the Merger Offer are urged
to do so as soon as possible.
iSOFT has also now commenced steps to procure the making of an application by
Torex to delist the Torex Shares from the Official List and to cancel trading on
the London Stock Exchange's market for listed securities. The notice period for
such cancellation has commenced and it is anticipated that cancellation of
listing and trading will take effect on 26 January 2004.
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
Patrick Cryne, Chairman
Chris Moore, Chief Executive Officer
Tim Whiston, Finance Director
Hoare Govett Limited +44(0)20 7678 8000
Stephen Bowler
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.
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 announcement is not an offer of securities for sale in the United States
and the New iSOFT Shares have not been, and will not be, registered under the US
Securities Act or under the securities laws of any state, district or other
jurisdiction of the United States, Canada, Australia or Japan and no regulatory
clearance in respect of the New iSOFT Shares have been, or will be, applied for
in any jurisdiction other than the UK. Accordingly, unless an exemption under
the US Securities Act or other relevant securities laws is applicable, the New
iSOFT Shares are not being, and may not be, offered, sold, resold, delivered or
distributed, directly or indirectly, in or into the United States, Canada,
Australia or Japan or to, or for the account or benefit of, any US person or any
person resident in Canada, Australia or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange
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