Sydney, Oct 26, 2007 AEST (ABN Newswire) - IBA Health Limited (ASX: IBA) - Australia's largest ASX listed eHealth company advises that the High Court of Justice for England and Wales has sanctioned the Revised Scheme for the acquisition of iSOFT at a Court Hearing held on 25 October 2007 and that the Revised Scheme will become effective on 30 October 2007.
Trading in iSOFT Shares on the London Stock Exchange's market for listed securities were suspended with effect from the close of business on 25 October 2007.
It is expected that the court will also confirm the Capital Reduction at a Court Hearing on 29 October 2007 and iSOFT Shares will be de-listed at 8:00am on 30 October 2007.
A copy of the iSOFT announcement to the RNS is included below.
IBA is pleased to advise that a significant number of iSOFT Shareholders, including UK and international institutions, have elected to take up the share alternative. Accordingly, IBA will be issuing approximately 64.66 million shares to iSOFT Shareholders, which thereby reduces the number of Convertible Notes to be issued to Allco Equity Partners (AEP).
The number of shares and convertible notes to be issued to AEP will be determined on 30 October 2007.
Start of iSOFT Statement
iSOFT Group plc
25 October 2007
For Immediate Release
Recommended Revised Offer for iSOFT Group plc ('iSOFT') by IBA Health (UK) holdings Limited a wholly-owned subsidiary of IBA Health Limited ('IBA') to be effected by means of a scheme of arrangement under section 425 of the Companies Act 1985
Scheme of Arrangement Sanctioned by Court
On 21 August 2007, IBA announced a revised offer for iSOFT (the 'Revised Offer') to be effected by means of a scheme of arrangement under section 425 of the Companies Act 1985 (the 'Revised Scheme').
On 4 October 2007, the board of iSOFT announced that the iSOFT Shareholders had approved the Revised Scheme (by the requisite majorities) at the Court-convened Court Meeting and passed the proposed special resolution relating to the Revised Scheme at the Extraordinary General Meeting of iSOFT, both of which were held on 4 October 2007.
The board of iSOFT is pleased to announce that the Court sanctioned the Revised Scheme at the Court Hearing held today. It is expected that the Court will also confirm the Capital Reduction at the Court Hearing on 29 October 2007 and that the Revised Scheme will become effective on 30 October 2007 following the delivery of an office copy of the Court Orders to the Registrar of Companies and (in relation to the Capital Reduction) the registration by him of such Court Order.
In accordance with paragraph 21 of Part 2 (Explanatory Statement) of the Revised Scheme Document, trading in iSOFT Shares on the London Stock Exchange's market for listed securities will be suspended with effect from the close of business today. iSOFT Shares will be de-listed at 8.00 a.m. on 30 October 2007.
Any capitalised term used but not defined in this announcement has the same meaning as is given to it in the Revised Scheme Document.
Enquiries
iSOFT Group plc
TEL: +44 1925 283 423
John Weston, Chairman
Gavin James, Group Finance Director
John White, Director of Corporate Communications
Financial Dynamics
(PR Adviser to iSOFT)
TEL: +44 20 7831 3113
Giles Sanderson
Andrew Lorenz
James Melville-Ross
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 Revised 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 Revised 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 Revised 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 Revised Offer or any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of iSOFT or IBA, all 'dealings' in any 'relevant securities' of iSOFT or IBA (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 Revised Scheme becomes effective or lapses 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 iSOFT or IBA, 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 or iSOFT by IBA or iSOFT, 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 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, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
End of iSOFT Statement
Contact
Gary Cohen
Executive 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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