Court Sanction of Scheme of Arrangement

RNS Number : 9988F

System C Healthcare plc

05 May 2011

 



Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction

5 May 2011

System C Healthcare plc

Court Sanction of Scheme of Arrangement

Recommended cash offer by System C Healthcare plc ("System C" or the "Company") by McKesson UK Holdings Limited ("McKesson UK") a wholly owned subsidiary of McKesson Corporation (the "Acquisition")

In connection with the Scheme to effect the Acquisition, System C is pleased to announce that the Scheme was sanctioned by the Court on Wednesday 4 May 2011. 

The boards of McKesson Corporation and System C announced on Thursday 3 March 2011 that under the terms of the Acquisition, Scheme Shareholders would be entitled to receive 70 pence in cash for each System C Share held at the Scheme Record Time, valuing the entire issued and to be issued share capital of System C at approximately £87.0 million.  This was based on an issued share capital of 116,394,316 System C Shares and a fully diluted share capital of approximately 124,296,652 System C Shares on Wednesday 2 March 2011 (being the last dealing day prior to such announcement) assuming that options are exercised prior to the Scheme Record Time over a further 7,902,336 new issue System C Shares. The issued share capital as at the date of the sanction of the Scheme by the Court, and after the exercise of the aforementioned options, was 122,957,258.

The issued share capital as at the date of sanction of the Scheme by the Court is lower than the fully diluted share capital as announced on 3 March due to the exercise of fewer employee options prior to the Scheme Record Time than anticipated. The unexercised options are under the System C Healthcare PLC Sharesave Plan, will remain exercisable for a period of six months and, following exercise, the System C Shares will be acquired by McKesson UK.

In order for the Scheme to become effective in accordance with its terms, the Court will now need to confirm the associated Capital Reduction at the Reduction Court Hearing on Friday 6 May 2011.  Following the Reduction Court Hearing, it is anticipated that the Effective Date of the Scheme will be Friday 6 May 2011.

Dealings in System C Shares will be suspended from trading on AIM at 7.30am on Friday 6 May 2011. Pending the Effective Date of the Scheme, it is anticipated that the admission of Shares to trading on AIM will be cancelled with effect from 7.00 a.m. on Monday 9 May 2011.

Terms used in this announcement shall (unless the context otherwise requires) have the same meanings as set out in the Scheme Document posted to System C Shareholders on Monday 21 March 2011.

A copy of this announcement will be made available on System C's website at www.systemc.com as soon as practicable.

Enquiries                                            

System C                                                                                 [phone]

Dr Ian Denley

Charles Stanley Securities (Financial Adviser,                        [phone]

Corporate Broker and Nomad to System C)

Russell Cook

Karri Vuori

Media Enquiries:

Maitland (PR Adviser to System C)                                          [phone]

Emma Burdett

Richard Farnsworth

The directors of System C accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the directors of System C (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts.

The distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. 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 City Code on Takeovers and Mergers (the "City Code") and the Rules of the London Stock Exchange and information disclosed may not be the same as that which would have been prepared in accordance with the laws of any jurisdiction outside England. Nothing in this Announcement should be relied on for any other purpose.

Dealing Disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror(s). An "Opening Position Disclosure" by a person to whom Rule 8.3(a) of the City Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an "Opening Position Disclosure" must instead make a "Dealing Disclosure".

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a "Dealing Disclosure" if the person deals in any relevant securities of System C or of any paper 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 paper offeror, 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 (London time) 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 System C or a paper 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 of the City Code).

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. If you are in any doubt as to whether you are required to make an "Opening Position Disclosure" or a "Dealing Disclosure", you should contact the Panel's Market Surveillance Unit on [phone].

Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website.

 

END

 

 

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