4th Jan 2007 07:00
Southern Cross Healthcare Grp PLC04 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN SECONDARY PLACING OF ORDINARY SHARES IN SOUTHERN CROSS HEALTHCARE GROUP PLC ("SOUTHERN CROSS") Morgan Stanley Securities Limited ("Morgan Stanley") and UBS Limited ("UBS",together the "Managers") announce that, following agreement between the Managersand funds advised by Blackstone, the private equity group (the "BlackstoneShareholders"), 40 million ordinary shares in Southern Cross, representing inaggregate approximately 21.3 per cent. of the issued share capital of SouthernCross (the "Placing"), have been placed at a price of 318.75 pence per ordinaryshare raising gross proceeds of £127.5 million. Settlement of the Placing isexpected to take place on 9 January 2007. In connection with the Placing, the Managers and Morgan Stanley & Co.International Limited, have, following discussions with the BlackstoneShareholders, waived the lock-up undertakings given by the BlackstoneShareholders in connection with the initial public offering of Southern Cross inJuly 2006. The shares retained by the Blackstone Shareholders on completion ofthe Placing will be subject to new lock-up undertakings which restrict anyfurther disposals or transfers of such shares for a period of 60 days from 4January 2007. Dated 4 January 2007 Enquiries: Morgan Stanley John Porter Tel: +44 20 7425 8000Jon Bathard-Smith UBS Limited Christopher Smith Tel: +44 20 7568 4389Lucy Phillips Tel: +44 20 7568 3922 MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLYADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THEMEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR AREPERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEINGREFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SETOUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARENOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGEDIN ONLY WITH RELEVANT PERSONS. This announcement has been issued by the Managers and is the sole responsibilityof the Managers. This announcement is for information purposes only and doesnot constitute an offer or an invitation to acquire or dispose of any securitiesof Southern Cross Healthcare Group plc in the United States, Canada, Australiaor Japan or in any other jurisdiction in which such an offer or solicitation isunlawful. The Placing Shares have not been, and will not be, registered underthe United States Securities Act of 1933, as amended, and may not be offered orsold in the United States absent registration or an exemption from registration.There will be no public offering of securities in the United States. Any investment decision to buy securities in the Placing must be made solely onthe basis of publicly available information which has not been independentlyverified by Morgan Stanley & Co. International Limited, Morgan StanleySecurities Limited and UBS Limited or the Blackstone Shareholders. Neither this announcement nor any copy of it may be taken, transmitted ordistributed, directly or indirectly in or into the United States, Canada,Australia or Japan. Any failure to comply with this restriction may constitutea violation of United States, Canadian, Australian or Japanese securities laws. The distribution of this announcement and the offering or sale of the PlacingShares in certain jurisdictions may be restricted by law. No action has beentaken by the Managers, or any of their respective affiliates, or any otherperson that would permit an offer of the Placing Shares or possession ordistribution of this announcement or any other offering or publicity materialrelating to the Placing Shares in any jurisdiction where action for that purposeis required. Persons into whose possession this announcement comes are requiredby the Managers to inform themselves about and to observe any such restrictions. The Managers are acting for the Blackstone Shareholders only in connection withthe Placing, and no one else, and will not be responsible to anyone other thanthe Blackstone Shareholders for providing the protections offered to clients ofthe Managers nor for providing advice in relation to the Placing. End This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
-3x Short China