Sydney, July 9, 2007 AEST (ABN Newswire) - IBA Health Limited (ASX: IBA) - Australia's largest ASX listed eHealth company advises that the iSOFT shareholders have voted overwhelmingly to approve IBA's recommended offer for iSOFT to be effected by a scheme of arrangement. The acquisition of iSOFT is expected to be effective on 30 July 2007. The following statement was released by iSOFT Group plc on Friday, July 6 2007 on the Regulatory News Services (RNS) in the UK.
Start of iSOFT Statement
6 July 2007
Resolutions passed to approve IBA Scheme
Recommended Offerfor iSOFT Group plc ("iSOFT")byIBA Health (UK) Holdings Limited ("IBA UK")a wholly-owned subsidiary of IBA Health Limited ("IBA")to be effected by means ofa scheme of arrangementunder section 425 of the Companies Act 1985
Results of meetings
The Board of iSOFT is pleased to announce that the shareholder resolutions to approve the recommended offer for iSOFT, by a wholly-owned subsidiary of IBA, IBA UK, to be effected by means of a scheme of arrangement, were duly passed at the Court Meeting and the Extraordinary General Meeting held earlier today.
At the Court Meeting, a majority in number of iSOFT Shareholders, who voted either in person or by proxy and who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.
At the Extraordinary General Meeting, the special resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority.
COURT MEETING The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:
- Number of Meeting Shareholders voting: For: 424 (97.03%) Against: 13 (2.97%)
- Number of votes: For: 87,780,362 (99.97%) Against: 25,781(0.03%)
EXTRAORDINARY GENERAL MEETING The voting on the Special Resolution giving effect to the Scheme was taken on a poll and the results were as follows:
- Number of votes: For: 89,717,026 (99.97%) Against: 29,814 (0.03%)
Implementation of the Offer remains subject to the High Court of Justice for England and Wales sanctioning the Scheme at the Court Hearing which is expected to take place on 25 July 2007 and confirming the associated reduction of iSOFT's share capital at the Court Hearing which is expected to take place on 27 July 2007. Subject to the Scheme receiving the sanction and confirmation of the Court on those dates, the effective date of the Scheme is expected to be 30 July 2007. It is also expected that if the Scheme becomes effective on 30 July 2007, listing of the iSOFT Shares will be cancelled at or about 8.00am on 30 July 2007. The consideration due to shareholders is expected to be sent no later than 14 days after the effective date.
Copies of the resolutions passed at the iSOFT Court Meeting and EGM will shortly be submitted to the Financial Services Authority ("FSA") and will shortly be available for inspection by the public during normal business hours on any weekday (except public holidays) at the FSA's Document Viewing Facility which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (tel. +44 (0)20 7676 1000).
Any capitalised term used but not defined in this announcement has the same meaning as is given to it in the Scheme Circular.
Enquiries
iSOFT Group plc
+44 1925 283 423
John Weston, Chairman
Gavin James, Group Finance Director
John White, Director of Corporate Communications
Financial Dynamics (PR Adviser to iSOFT)
+44 20 7831 3113
Giles Sanderson
Andrew Lorenz
Gleacher Shacklock, which is authorised and regulated by the Financial Services Authority, is acting exclusively for iSOFT and no one else in connection with the sale of iSOFT, the Offer and will not be responsible to anyone other than iSOFT for providing the protections afforded to clients of Gleacher Shacklock or for providing advice in relation to the sale of iSOFT, the Offer or any matter referred to herein.
Morgan Stanley is acting exclusively for iSOFT and no one else in connection with the sale of iSOFT, the Offer and will not be responsible to anyone other than iSOFT for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the sale of iSOFT, the Offer or any matter referred to herein.
End of iSOFT Statement
For more information on IBA Health, please visit the Company's website at www.ibahealth.com.
Notice of Dealing Disclosure Requirements Under The UK City Code on Takeovers and Mergers
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of IBA Health Limited or of iSOFT Group plc, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of IBA Health Limited or iSOFT Group plc, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of IBA Health Limited, or of iSOFT Group plc by IBA Health Limited or iSOFT Group plc, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Attention is also drawn to the announcement made by IBA on 23 May 2007 explaining the application of Rule 8.3 to persons who take up or deal in entitlements under the Rights Issue or who underwrite the Rights Issue.
Contact
Gary Cohen
Chairman
IBA Health Limited
Phone: +61 2 8251 6700
Email: gary.cohen@ibahealth.com
Media
Greg King
Communications and Business Development Director
IBA Health Limited
Phone: +61 413 621 111
Email: greg.king@ibahealth.com
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