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Draft/Linklaters/16.05.07
DISCLAIMER - IMPORTANT
Recommended share offer for iSOFT Group plc ("iSOFT") by IBA Health Limited ("IBA") (the "Offer")
NOTE: THE INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS WEBSITE BY iSOFT IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE OFFER CANNOT BE VALIDLY ACCEPTED BY HOLDERS OF iSOFT SHARES OR ANY OTHER PERSONS THROUGH MEANS OF DOWNLOADING A COPY OF THE DOCUMENT(S) RELATING TO THE OFFER FROM THIS WEBSITE.
Access to the Offer
Please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This part of the site contains information on the Offer. Please note that as the Offer progresses, the disclaimer set out below may be altered or updated. You should read it in full each time you visit this part of the website.
For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the Offer, you have to read the following then press "Yes". If you are unable to agree you should press "No" and you will not be able to view the Offer.
Overseas Persons
Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information.
In particular, the Offer will not be made, directly or indirectly, in or into or from any jurisdiction where extension or acceptance of the Offer would violate the law of that jurisdiction (a "Restricted Jurisdiction") and the Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, the documents relating to the Offeror on this website must not be viewed if you are in or a resident of a Restricted Jurisdiction. Copies of any documents relating to the Offer are not being, or may not be, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
If you are not permitted to view the Offer on this website, or viewing the Offer would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Offer, please exit this web page by clicking on the "No" box below.
The availability of the Offer to iSOFT shareholders not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Forward-looking statements:
The documents relating to the Offer contain forward-looking statements about IBA and iSOFT. All statements other than statements of historical facts may be forward-looking. Statements containing the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance are forward-looking statements. In particular, the following forward-looking statements 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 IBA's or iSOFT's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on IBA's or iSOFT's business. Readers are cautioned not to place undue reliance on these forward-looking statements. In any event, these statements speak only as of the date on which they are made, and iSOFT disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
Basis of access to the Offer
Access to the electronic version of any documents relating to the Offer are being made available on its website by iSOFT in good faith and for information purposes only. Any person seeking access to the iSOFT website represents and warrants to iSOFT that they are doing so for information purposes only. Making the Offer available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy shares in either iSOFT. Further, it does not constitute a recommendation by iSOFT or any other party to sell or buy shares in iSOFT.
iSOFT shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to iSOFT's shareholders by iSOFT and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
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 this announcement 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 the announcement or any matter referred to in the announcement.
Morgan Stanley is acting exclusively for iSOFT and no one else in connection with the sale of iSOFT, the Offer and this announcement 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 the announcement or any matter referred to in the announcement.
Responsibility
The Directors of IBA accept responsibility for the information contained on this webpage relating to IBA, the IBA Group and its directors and all market information, pro forma financial information, earnings enhancement statements, profit forecasts and merger benefits statements regardless of whether such information includes or is based on information relating to iSOFT. To the best of the knowledge and belief of the Directors of IBA (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Directors of iSOFT accept responsibility for all the other information contained on this webpage relating to the Offer. To the best of the knowledge and belief of the Directors of iSOFT (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Persons viewing the oral or video presentations or slide presentation are directed to the press announcement, which contains additional details and information relating to the offer.
Subject to any continuing obligations under applicable law or any relevant listing rules, iSOFT expressly disclaims any obligation to disseminate, after the date of the posting of the Offer on this webpage, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
THE OFFER MAY NOT BE DOWNLOADED BY ANY PERSON LOCATED IN A RESTRICTED JURISDICTION EITHER IN WHOLE OR IN PART. MOREOVER, THE OFFER MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Confirmation of understanding and acceptance of disclaimer
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the site.