Court sanction of scheme of arrangement

EMIS Group PLC

25 October 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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

25 October 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")

COURT SANCTION OF SCHEME, EXERCISE OF OPTIONS, ISSUE OF EQUITY AND RULE 2.9 ANNOUNCEMENT

On 17 June 2022, the Boards of Bidco and EMIS announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of EMIS (the "Acquisition").  The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Capitalised terms used but not defined in this announcement have the meanings given to them in the scheme document published on 8 July 2022 containing the full terms and conditions of the acquisition by Bidco of the entire issued and to be issued share capital of EMIS (the "Scheme Document").  All references to times in this announcement are to London, United Kingdom times unless otherwise stated.

On 9 August 2022, the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting and the Special Resolution to implement the Scheme was approved by the requisite majority of EMIS Shareholders at the General Meeting.

Further to the announcement made on 9 August 2022 in relation to the results of the Court Meeting and the General Meeting and the announcement made on 29 September 2023 in relation to the satisfaction of all of the Conditions to the Acquisition relating to regulatory approvals, the Boards of EMIS and Bidco are pleased to announce that the High Court of Justice in England and Wales has today issued a Court Order sanctioning the Scheme under section 899 of the Companies Act 2006, pursuant to which the Acquisition is being implemented ("Court Sanction").

Next steps and Timetable

The Scheme remains conditional on the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 27 October 2023 and a further announcement will be made at that time.  EMIS hereby confirms that the Scheme Record Time will be 26 October 2023 at 6.00 p.m. (the "Scheme Record Time").  Scheme Shareholders whose names appear on EMIS's register of members at the Scheme Record Time will, upon the Scheme becoming effective in accordance with its terms, be entitled to receive consideration as provided for in the Scheme Document.

The last day and time for dealings in, and for registrations of transfers of, and disablement in CREST of, EMIS Shares is expected to be 26 October 2023 at 6.00 p.m. The admission to trading of EMIS Shares on the London Stock Exchange's AIM Market ("AIM") will be suspended with effect by 7.30 a.m. on 27 October 2023. The suspension is made pursuant to EMIS's application to the London Stock Exchange and is being effected as part of the Scheme.  Once suspended, it is not expected that trading in EMIS Shares will recommence. It is therefore expected that, subject to the Scheme becoming Effective, the cancellation of trading of the EMIS Shares on AIM will take place by 7.00 a.m. on 30 October 2023.

By 7.00 a.m. on 30 October 2023, share certificates in respect of EMIS Shares will cease to be valid and entitlements to EMIS Shares held within the CREST system will be cancelled.

There has been no change to the expected timetable of principal events relating to the Scheme that was set out in the appendix to the announcement by the Boards of Bidco and EMIS dated 29 September 2023.  If any of the expected times and/or dates above change, the revised times and/or dates will be notified to EMIS Shareholders by announcement through a Regulatory Information Service.  Such announcement will, subject to certain restrictions relating to persons in Restricted Jurisdictions, also be available on EMIS's website at https://governance.emisgroupplc.com/.

Exercise of Options and Issue of Equity

The Board of EMIS further announces that 846,034 new ordinary shares of 1 pence each in the capital of EMIS ("Ordinary Shares") have been issued and allotted to satisfy the exercise of share options and vesting of awards held by employees (including certain directors) of EMIS on Court Sanction (the "New Ordinary Shares"). Accordingly, an application was made by EMIS for the New Ordinary Shares to be admitted to trading on AIM, and admission to trading on AIM took place at 8.00 a.m. on 25 October 2023 ("Admission"). 

In connection with the above exercise of options and vesting of awards, EMIS has been notified that the following directors / persons discharging managerial responsibility ("PDMR") received Ordinary Shares as detailed below.

Director / PDMR	Previous Shareholding*	%	New Ordinary Shares	Shareholding on Admission*	%
Andrew Thorburn	114,493	0.18%	154,259	268,752	0.42%
Peter Southby	55,432	0.09%	71,885	127,317	0.20%

*Includes close relatives

In accordance with Rule 2.9 of the Takeover Code, EMIS has in issue 64,157,430 Ordinary Shares (and, for the avoidance of doubt, no treasury shares). This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of EMIS under the FCA's Disclosure Guidance and Transparency Rules. The International Securities Identification Number (ISIN) for EMIS's ordinary shares is GB00B61D1Y04.

Enquiries:

EMIS
Andy Thorburn, Chief Executive Officer	[phone]
Peter Southby, Chief Financial Officer
Deutsche Numis (Financial adviser, corporate broker and nominated adviser to EMIS)
Simon Willis	[phone]
Joshua Hughes
Havish Patel
MHP (PR adviser to EMIS)	[phone]
Reg Hoare	[e-mail]
Ollie Hoare
Matthew Taylor
Bidco / Optum UK
Aisling Kearney	[phone]
Robey Warshaw (Financial Adviser to UnitedHealth Group and Bidco)
Simon Warshaw	[phone]
Philip Apostolides
FGS Global (PR Adviser to Bidco and Optum UK)
John Gray	[phone]
Amanda Healy	[e-mail]

Travers Smith LLP are retained as legal adviser to EMIS and Slaughter and May are retained as legal adviser to Bidco and UnitedHealth Group.

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 Securities Limited ("Deutsche Numis") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Kin and Carta and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Kin and Carta for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred to herein. Deutsche Numis is not responsible for the contents of this announcement. Neither Deutsche Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement, any statement contained herein, any transaction or arrangement referred to 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 [phone] 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://www.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 [phone] 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.

 

END