NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

17 June 2022

RECOMMENDED CASH ACQUISITION

of

EMIS GROUP PLC

by

BORDEAUX UK HOLDINGS II LIMITED

(an affiliate of Optum Health Solutions (UK) Limited and a wholly owned subsidiary of UnitedHealth Group Incorporated)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary

·    The Boards of 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"), and EMIS Group plc ("EMIS") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer to be made by Bidco for the entire issued, and to be issued, ordinary share capital of EMIS (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement).

·    Under the terms of the Acquisition, each EMIS Shareholder will be entitled to receive:

for each EMIS Share: 1,925 pence in cash

·    The Acquisition values the entire issued, and to be issued, ordinary share capital of EMIS at approximately £1,243 million.

·    The price per EMIS Share represents a premium of approximately:

·    49 per cent. to the Closing Price of 1,292 pence per EMIS Share on 16 June 2022 (being the last Business Day before the commencement of the offer period);

·    46 per cent. to the volume-weighted average price of 1,320 pence per EMIS Share for the three-month period ended 16 June 2022 (being the last Business Day before the commencement of the offer period); and

·    32 per cent. to the all-time high Closing Price of 1,460 pence per EMIS Share in September 2021.

·     Optum UK and its affiliates have been present in the UK for nearly 20 years seeking to support the NHS and its people in their mission. Optum UK is a healthcare software, services and consultancy business, delivering population health management programmes to over 45 million people in the UK and medicines optimisation services across the UK. Optum UK's services and analytics tools help support NHS entities to improve care and clinical outcomes, enabling a more efficient and effective health service.

·     Optum is pleased to be investing further in the UK healthcare sector and believes that a combination of EMIS and Optum UK would strengthen EMIS's capabilities as a leading UK healthcare technology company, with an enhanced ability to deliver important benefits for patients, clinicians and the NHS.

·     The Bidco Board and the EMIS Board believe that a combination of Optum UK and EMIS would:

·    help the NHS improve patient care and experience by providing clinicians with innovative and improved data and technology tools that could also free up time for clinicians;

·    more effectively support the delivery of key elements of the NHS Long Term Plan; and

·    enable EMIS to grow its business in the UK through accelerated investment in innovation.

·     Bidco has agreed that: (a) any Permitted Interim Dividend, being an interim dividend of up to 17.60 pence per EMIS Share and (b) any Permitted Final Dividend, being a final dividend of up to 21.10 pence per EMIS Share, may each be declared and paid to EMIS Shareholders without any reduction in the Consideration.

·    If any Permitted Interim Dividend exceeds 17.60 pence and/or any Permitted Final Dividend exceeds 21.10 pence, Bidco reserves the right to reduce the Consideration by an amount equal to such excess amount.

·    If the Effective Date occurs prior to 7 October 2022, there will be no Permitted Interim Dividend and no equivalent payment will be made to EMIS Shareholders by Bidco. If no Permitted Final Dividend is declared and paid or becomes payable prior to the Effective Date, no equivalent payment will be made to EMIS Shareholders by Bidco.

·    If on or after the date of this announcement and before the Effective Date, any dividend (other than any Permitted Dividends) and/or other distribution and/or other return of value is proposed, declared, made or paid or becomes payable in respect of the EMIS Shares, Bidco reserves the right to reduce the Consideration by an amount up to the amount of such dividend and/or distribution and/or return of value, in which case, the relevant eligible Scheme Shareholders will be entitled to receive and retain such dividend and/or distribution and/or return of value, and any reference in this announcement to the Consideration will be deemed to be a reference to the Consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. If and to the extent that any such dividend, distribution or other return of value has been declared or announced but not paid or made or is not payable in respect of the EMIS Shares prior to the Effective Date or by reference to a record date prior to the Effective Date or such dividend, distribution or other return of value is (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, distribution or other return of value and to retain it; or (ii) cancelled before payment, the Consideration shall not be subject to change in accordance with this paragraph.

·    It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement).

·    The EMIS Directors, who have been so advised by Numis as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Numis has taken into account the commercial assessments of the EMIS Directors. Numis is providing independent financial advice to the EMIS Directors for the purposes of Rule 3 of the Takeover Code.

·    Accordingly, the EMIS Directors confirm that they intend to recommend unanimously that the EMIS Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the EMIS Directors have irrevocably undertaken to do in respect of their own beneficial holdings which are under their control totalling, in aggregate, 80,451 EMIS Shares representing approximately 0.127 per cent. of the issued ordinary share capital of EMIS on 16 June 2022 (being the last Business Day before the date of this announcement). Further details of these undertakings are set out in paragraph 1 of Appendix 3 to this announcement.

·    In addition, certain EMIS Shareholders have irrevocably undertaken to vote in favour of the Scheme in respect of, in aggregate, 36,045 EMIS Shares. On 16 June 2022 (being the last Business Day before the date of this announcement) these irrevocable undertakings together represented approximately 0.057 per cent. of the existing issued share capital of EMIS. Further details of these irrevocable undertakings are set out in paragraph 2 of Appendix 3 to this announcement.

·    In addition, each of Octopus Investments Ltd and Evenlode Investment Management Ltd has given to Bidco a non-binding letter of intent to vote in favour of the Scheme in respect of, in aggregate, 8,658,205 EMIS Shares. On 16 June 2022 (being the last Business Day before the date of this announcement) those letters of intent together represented approximately 13.676 per cent. of the existing issued share capital of EMIS. Further details of those letters of intent are set out in paragraph 3 of Appendix 3 to this announcement.

·    Bidco has, therefore, received irrevocable undertakings or letters of intent in respect of a total of 8,774,701 EMIS Shares representing, in aggregate, approximately 13.860 per cent. of the existing issued share capital of EMIS on 16 June 2022 (being the last Business Day before the date of this announcement).

·    The terms of the Acquisition will be put to the EMIS Shareholders at the Court Meeting and the General Meeting. The Court Meeting and the General Meeting are required to enable EMIS Shareholders to consider, and if thought fit, vote in favour of the Scheme and the Resolutions to implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders, present and voting at the Court Meeting (and entitled to vote), whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof).

·    The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this announcement. Full details of the Acquisition will be provided in the Scheme Document.

·    It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the associated forms of proxy, will be posted to EMIS Shareholders within 28 days of this announcement (or such later time as EMIS, Bidco and the Panel agree) and the Meetings are expected to be held shortly thereafter. The Acquisition is currently expected to complete before the end of 2022, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to this announcement. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

·    Commenting on the Acquisition Andy Thorburn, Chief Executive Officer of EMIS, said:

"We believe this combination will have the resources and expertise to enable us to better support the NHS and clinicians through technology innovations. EMIS's long standing track record of delivering effective technology solutions and strong financial and operating performance combined with UnitedHealth Group's resources and expertise will enable us to accelerate our development. We therefore consider that the combined group will be well positioned to serve its customers and partners in the UK's healthcare system, whilst ensuring EMIS remains a strong organisation supporting the NHS, thereby fulfilling EMIS's purpose of enabling better care through technology innovation."

·    Commenting on the Acquisition Rob Sergeant, Chief Executive Officer of Optum UK, said:

"Optum UK is focused on helping the NHS work better for clinicians and patients, and believes that this combination with EMIS will bring ever more advanced technology solutions and capabilities to the NHS and general practitioners to improve patient care."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 to this announcement contains the sources and bases of certain information contained in this summary and the following announcement. Appendix 3 to this announcement contains details of the irrevocable undertakings and letters of intent received by Bidco. Appendix 4 to this announcement contains the definitions of certain terms used in this summary and the following announcement.

Enquiries:

Bidco / Optum UK                                                                                        +44 7971 428266
Aisling Kearney                                                                                                         

Robey Warshaw (Financial Adviser to                                                        +44 20 7317 3900
UnitedHealth Group and Bidco)
Simon Warshaw
Philip Apostolides

FGS Global                                                                                                    +44 20 7251 3801
(Public Relations Adviser to Optum UK and Bidco)              [email protected]

James Murgatroyd

Harry Worthington

EMIS                                                                                                             +44 0330 024 1269
Andy Thorburn, Chief Executive Officer
Peter Southby, Chief Financial Officer

Numis (Financial Adviser, Corporate Broker                                       +44 (0) 207 260 1000
and Nominated Adviser to EMIS)
Simon Willis
James Black
Joshua Hughes
Havish Patel

MHP (Public Relations Adviser to EMIS)                                             +44 (0) 203 128 8572

Reg Hoare                                                                                                     [email protected]
Matthew Taylor
Pauline Guenot

Slaughter and May is acting as legal adviser to UnitedHealth Group and Bidco.

Travers Smith LLP is acting as legal adviser to EMIS.

Further information

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 will be 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 will contain the full terms and conditions of the Acquisition, including details of how to vote in respect 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).

EMIS and Bidco shall prepare the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) to be distributed to EMIS Shareholders. EMIS and Bidco urge EMIS Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

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, which is authorised and regulated by the FCA in the UK, is acting exclusively for EMIS and no one else in connection with the Acquisition or any other matters referred to in this announcement and will not be responsible to anyone other than EMIS for providing the protections afforded to clients of Numis or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Numis nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Numis in connection with the Acquisition, any statement contained herein or otherwise.

Overseas Shareholders

This announcement has been prepared in accordance with 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 will be 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 and the AIM Rules.

Notice to US investors in EMIS

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, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations.

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 ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other 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.

Dealing and Opening Position 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a 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.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.

No profit forecasts, estimates or quantified benefits statements

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.

Requesting hard copy documents

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 +44 (0) 371 664 0300 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 other 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 required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement. In such event, and upon such an Offer becoming or being declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining EMIS Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase EMIS Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, EMIS confirms that, as at the date of this announcement, it had in issue 63,311,396 ordinary shares of 1 pence each (excluding shares held in treasury). The International Securities Identification Number for the ordinary shares is GB00B61D1Y04.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

17 June 2022

RECOMMENDED CASH ACQUISITION

of

EMIS GROUP PLC

by

BORDEAUX UK HOLDINGS II LIMITED

(an affiliate of Optum Health Solutions (UK) Limited and a wholly owned subsidiary of UnitedHealth Group Incorporated)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1.         Introduction

The Boards of 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"), and EMIS Group plc ("EMIS") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer to be made by Bidco for the entire issued, and to be issued, ordinary share capital of EMIS (the "Acquisition").

It is intended that the Acquisition will be implemented by way of a court‑sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement). The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement.

2.         The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, each EMIS Shareholder will be entitled to receive:

for each EMIS Share: 1,925 pence in cash

The Acquisition values the entire issued, and to be issued, ordinary share capital of EMIS at approximately £1,243 million.

The price per EMIS Share represents a premium of approximately:

·    49 per cent. to the Closing Price of 1,292 pence per EMIS Share on 16 June 2022 (being the last Business Day before the commencement of the offer period);

·    46 per cent. to the volume-weighted average price of 1,320 pence per EMIS Share for the three-month period ended 16 June 2022 (being the last Business Day before the commencement of the offer period); and

·    32 per cent. to the all-time high Closing Price of 1,460 pence per EMIS Share in September 2021.

Bidco has agreed that: (a) any Permitted Interim Dividend, being an interim dividend of up to 17.60 pence per EMIS Share; and (b) any Permitted Final Dividend, being a final dividend of up to 21.10 pence per EMIS Share, may each be declared and paid to EMIS Shareholders without any reduction in the Consideration.

If any Permitted Interim Dividend exceeds 17.60 pence and/or any Permitted Final Dividend exceeds 21.10 pence, Bidco reserves the right to reduce the Consideration by an amount equal to such excess amount.

If the Effective Date occurs prior to 7 October 2022, there will be no Permitted Interim Dividend and no equivalent payment will be made to EMIS Shareholders by Bidco. If no Permitted Final Dividend is declared and paid or becomes payable prior to the Effective Date, no equivalent payment will be made to EMIS Shareholders by Bidco.

If on or after the date of this announcement and before the Effective Date, any dividend (other than any Permitted Dividends) and/or other distribution and/or other return of value is proposed, declared, made or paid or becomes payable in respect of the EMIS Shares, Bidco reserves the right to reduce the Consideration by an amount up to the amount of such dividend and/or distribution and/or return of value, in which case the relevant eligible Scheme Shareholders will be entitled to receive and retain such dividend and/or distribution and/or return of value, and any reference in this announcement to the Consideration will be deemed to be a reference to the Consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. If and to the extent that any such dividend, distribution or other return of value has been declared or announced but not paid or made or is not payable in respect of the EMIS Shares prior to the Effective Date or by reference to a record date prior to the Effective Date or such dividend, distribution or other return of value is (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, distribution or other return of value and to retain it; or (ii) cancelled before payment, the Consideration shall not be subject to change in accordance with this paragraph.

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement).

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the associated forms of proxy, will be posted to EMIS Shareholders within 28 days of this announcement (or such later time as EMIS, Bidco and the Panel agree) and the Meetings are expected to be held shortly thereafter. The Acquisition is currently expected to complete before the end of 2022, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to this announcement.

3.         Information relating to Optum UK

Optum UK is a healthcare software, services and consultancy business. Optum UK and its affiliates have operated in the UK for nearly 20 years. Optum UK is active in the fields of population health management and medicines optimisation where its services and analytics tools help NHS entities (namely Integrated Care Systems and Clinical Commissioning Groups) improve care and clinical outcomes while improving efficiency and cost-effectiveness.

Optum UK is a wholly owned subsidiary of UnitedHealth Group, a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. UnitedHealth Group employs over 350,000 people globally. Optum UK is part of UnitedHealth Group's Optum business which (among other things) applies technology solutions and data analytics tools to improve healthcare provision.

4.         Information relating to EMIS

Founded by general practitioners in Egton, North Yorkshire in 1987, EMIS has grown to become a UK leader in connected healthcare software and systems. Its solutions are widely used across a number of major UK healthcare settings, most notably primary care, community care, accident and emergency, and community and hospital pharmacies. EMIS's aim is to join up healthcare through innovative and interoperable technology, helping to deliver better health outcomes to the UK population, supporting longer and healthier lives. EMIS was admitted to AIM in 2010, at a share price of 300p and a market capitalisation of £175 million, and has delivered a strong financial, operational and share price performance in the time since.

EMIS has two core business segments: EMIS Health and EMIS Enterprise. EMIS Health is a supplier of innovative integrated care technology to the NHS, including primary, community, acute and social care. EMIS Enterprise is focused on growth in the business-to-business technology sector within the healthcare market, including management of medicines, partner businesses, patient-facing services, data and analytics, and research and life sciences.  EMIS's core products and services include EMIS-X, EMIS Web, ProScript Connect and Patient Access. EMIS employs approximately 1,400 people, primarily in the UK (1,150) and India (250), and reported 2021 revenues of approximately £168 million.

5.         Background to and reasons for the Acquisition

Background to the Acquisition

Optum, as a longstanding supplier to the NHS, and EMIS customer and partner, has long been aware of EMIS's strong performance in the UK healthcare technology landscape. In evaluating EMIS, Optum was attracted by the breadth of EMIS's technology solutions and the powerful clinical imperative that informs EMIS's culture, corporate purpose, and product development roadmap: "To be the leading provider of innovative healthcare technology that improves people's lives."  

Reasons for the Acquisition

Optum UK believes this combination will help the NHS improve patient care and experience by providing clinicians with innovative and improved data and technology tools to provide better and more effective care to the populations they serve

·    The combined offering of Optum UK and EMIS will help NHS clinicians unlock data-led and digital capabilities to better assess risk in populations and target interventions with the goal of improving patient outcomes - and to help clinicians spend more time with their patients.

·    Optum UK believes the ability to deliver new products and features to more people in the NHS will accelerate innovation to the benefit of patients and clinicians.

·    Optum UK and EMIS both have deep expertise in - and a long track record of - excellence in ensuring the privacy and security of patient data and will bring this approach, expertise and experience to the NHS more effectively as a combined company. Strict compliance with data security and patient privacy requirements is an absolute priority for both organisations today and this will continue post transaction.

The combination will create a stronger and more capable organisation that can support the delivery of key elements of the NHS Long Term Plan in order to deliver the best possible standard of care to patients in the UK

·    The combination of EMIS's innovative primary care records system and other software systems with Optum UK's existing population health management and data analytics capabilities will help clinicians to access integrated software and analytics capabilities directly contributing to the NHS' goal of delivering more personalised and preventative population healthcare. 

·   The combination of software tools and analytics capability will create new solutions to support the digital transformation of the NHS. Optum UK believes that the combined offering will provide clinicians with the latest approaches to enhance decision making, implement population health management strategies and ultimately treat disease and save lives.

·    The combined Optum UK and EMIS will have greater resources to support those delivering the NHS' Long Term Plan, while also bringing smarter, data-driven solutions to the elective recovery plan and other critical challenges facing the NHS.

A combination and accelerated investment in innovation from Optum UK will enable EMIS to grow its business in the UK

·    Optum UK is confident that this excellent strategic fit with EMIS will allow it to deliver benefits from accelerated growth and innovation opportunities to patients, clinicians and healthcare systems, in line with the combined vision to help people live healthier lives.

·    Optum UK intends to continue EMIS's technology development investments without any material changes to EMIS's long-range plans in accordance with its key areas of interoperability, elite partners, community pharmacy and data analytics.

6.         Recommendation

The EMIS Directors, who have been so advised by Numis as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Numis has taken into account the commercial assessments of the EMIS Directors. Numis is providing independent financial advice to the EMIS Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the EMIS Directors confirm they intend to recommend unanimously that the EMIS Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the EMIS Directors have irrevocably undertaken to do in respect of their own beneficial holdings which are under their control totalling, in aggregate, 80,451 EMIS Shares, representing approximately 0.127 per cent. of the issued ordinary share capital of EMIS on 16 June 2022 (being the last Business Day before the date of this announcement). Further details of these undertakings are set out in paragraph 1 of Appendix 3 to this announcement.

7.         Background to and reasons for the Recommendation

In recent years, EMIS has delivered good financial and operating performance while investing in innovative healthcare technology solutions in pursuit of its strategic goals. While the EMIS Directors believe EMIS is well positioned for continued success and that the long-term prospects of the EMIS Group are strong as an independent listed entity, it also recognises that uncertainties exist that are beyond EMIS's control.

After careful consideration of the value and deliverability of the Acquisition and following a period of negotiations with UnitedHealth Group, the EMIS Directors believe that Bidco's offer represents compelling value relative to the standalone prospects of the group. The EMIS Directors believe there is strategic logic in EMIS becoming part of a group with UnitedHealth Group's capabilities, enabling the EMIS Group to accelerate its development.  In addition, the EMIS Directors consider that the combined group will be well positioned to serve its customers and partners in the UK's healthcare system, whilst ensuring EMIS remains a strong organisation to support the NHS over the long-term, thereby fulfilling EMIS's purpose to enable better care through technology innovation.

Furthermore, the EMIS Directors note that the Acquisition represents:

·    an opportunity for EMIS Shareholders to realise their investment in EMIS in cash in the short term;

·    a premium of approximately 49 per cent. to the Closing Price of 1,292 pence per EMIS Share on 16 June 2022 (being the last Business Day before the commencement of the offer period);

·    a premium of approximately 46 per cent. to the volume-weighted average price of 1,320 pence per EMIS Share for the three-month period ended 16 June 2022 (being the last Business Day before the commencement of the offer period);

·    a premium of approximately 32 per cent. to the all-time high Closing Price of 1,460 pence per EMIS Share in September 2021; and

·    an enterprise value of £1,212 million, equivalent to a multiple of 24.8x enterprise value to financial year 2021 adjusted EBITDA.

In considering the recommendation of the Acquisition to EMIS's Shareholders, the EMIS Directors have given due consideration to Bidco's intentions regarding the employees of EMIS as well as Bidco's commitment to continue supporting the NHS in delivering key elements of its Long Term Plan, consistent with EMIS leadership's current plan.

Accordingly, following careful consideration of the above factors, the EMIS Directors intend unanimously to recommend the Acquisition to EMIS Shareholders.

8.         Directors, management, employees, pensions, research and development and locations

UK Strategy and Commitment

Optum UK recognises the importance of supporting the NHS in achieving its Long Term Plan to improve the delivery of care for all citizens of the UK. A combination with EMIS will play a critical role, through its leading healthcare technological capabilities, to fulfil this strategy with the companies' complementary cultures and commitment to deliver actionable data insights to clinicians to improve the care of patients in the UK. It is intended that EMIS will operate as a stand-alone operating unit within the UK.

Optum UK recognises the importance of making sure EMIS continues to meet its contractual obligations to the NHS and its enterprise clients. Optum UK intends to ensure the continuity of EMIS's existing business, with plans for EMIS's headquarters to remain in Leeds and no material changes to its existing operations and locations.

Optum UK will continue to handle all health information in accordance with the high standards and protocols required by all applicable laws and regulations, consistent with the existing and past practices of both EMIS and Optum UK. As a diverse healthcare services enterprise, UnitedHealth Group has strong compliance and technology security standards to protect the health information for its enterprise clients and patients. UnitedHealth Group will work closely with EMIS to support EMIS in continuing to further strengthen and develop its robust compliance and data security policies post transaction.

Employees and management

Optum UK believes the complementary talents of the combination of EMIS and Optum UK will enhance the opportunity to become a valued supplier to the NHS in its digital transformation strategy. EMIS's management and its employees will continue to be key to the future success of those businesses in delivering on their current offerings, while striving to develop advanced software that delivers increased coordination across providers in Integrated Care Systems.

Optum UK believes that the core reason for EMIS's commercial success has been its technological innovation through its committed and valuable workforce and except as described in the remainder of this paragraph, it does not intend that, at any time within at least 12 months of completion of the Acquisition, there will be any material change in overall headcount, or conditions of employment, or in the balance of skills and functions of the management and employees of EMIS or of Optum UK's business. There will be some limited operational and administrative restructuring of the combined group required following completion of the Acquisition. In particular, certain corporate and support functions relating to EMIS's status as a listed company will no longer be required on a standalone basis or may be reduced in scope. Optum UK has not yet developed proposals as to how any resulting headcount reductions may be implemented.

The Chair and Non-Executive Directors of EMIS will step down upon completion of the Acquisition.

Existing rights and pensions

Optum UK confirms that, following the Acquisition becoming Effective, the existing contractual and statutory employment rights, including in respect of EMIS's pension schemes (all of which are defined contribution schemes), of the management and employees of EMIS and Optum UK's business will be safeguarded in accordance with applicable law. Optum UK does not intend to make any material change to the conditions of employment of the employees. Optum UK does not intend to make any material changes to the terms and conditions of EMIS's pension schemes, and intends for the employer to continue to make contributions to EMIS's defined contribution schemes in line with the current arrangements.

Management incentive arrangements

Optum UK intends, following completion of the Acquisition, to continue to operate EMIS's current cash-based compensation and incentive programmes. For future share based incentivisation, as EMIS shares will no longer be listed or traded, awards will be made in accordance with the rules and eligibility criteria of the applicable UnitedHealth Group incentive plans. Optum UK expects to put in place certain incentive arrangements for the management of EMIS following completion of the Acquisition. Optum UK has not entered into, and has not had any discussions on proposals to enter into, any form of incentivisation or other arrangements with members of EMIS's management or employees.

Research and development

Optum UK intends to continue EMIS's technology development investments, such as EMIS's successful EMIS-X technology, without any material changes to EMIS's long-term plans in accordance with its key areas of interoperability, elite partners, community pharmacy and data analytics. In addition, Optum UK believes the combination of EMIS's innovative platform and infrastructure with Optum UK's existing data analytics capabilities in the UK will unlock integrated software and analytics capabilities that will help clinicians deliver more personalised, integrated patient care, driven by data, to more patients across the UK.

Locations, headquarters and fixed assets

Optum UK intends to maintain the location of EMIS's headquarters in Leeds and has no plans to make any material changes to the existing operations and locations of EMIS's business.

No material changes are envisaged by Optum UK with respect to the redeployment of EMIS's fixed asset base in the UK.

Trading facilities

EMIS Shares are currently admitted to trading on AIM. As set out in paragraph 15, it is intended that a request will be made to the London Stock Exchange to cancel trading in EMIS Shares on AIM, and to re-register EMIS as a private limited company, to take effect shortly after the Effective Date.

None of the statements in this paragraph 8 is a "post-offer undertaking" for the purposes of Rule 19.5 of the Takeover Code.

9.         Irrevocable undertakings and letters of intent

As described above, Bidco has received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) from all of the EMIS Directors who hold EMIS Shares, in respect of their own legal and/or beneficial holdings which are under their control, totalling 80,451 EMIS Shares (representing approximately 0.127 per cent. of the existing issued ordinary share capital of EMIS) as at 16 June 2022, being the last Business Day before the date of this announcement), as well as any further EMIS Shares which they may become the legal or beneficial holder of. The undertakings from EMIS Directors will cease to be binding if: (i) Bidco announces, with the consent of the Panel, that it is not proceeding with the Acquisition and no new, revised or replacement offer or scheme is announced by Bidco at the same time; (ii) the Scheme Document is not dispatched to EMIS Shareholders within 28 days (or such longer period as may be agreed between EMIS and the Panel) of this announcement; (iii) the Scheme lapses or is withdrawn in accordance with its terms and no new, revised or replacement takeover offer or scheme is announced by Bidco by such time; (iv) the Scheme has not become Effective by the Long Stop Date (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of paragraph 8 of Appendix 7 to the Code, and such Offer has not lapsed or been withdrawn); and (v) any competing offer for the entire issued and to be issued share capital of EMIS is declared unconditional or, if proceeding by way of a scheme of arrangement, becomes effective. The undertakings will remain binding in the event that a higher competing offer for EMIS is made.

In addition to the irrevocable undertakings from EMIS Directors described above, Bidco has also received irrevocable undertakings from Katherine Southby, in respect of a total of 31,545 EMIS Shares, and Nicola Boyd, in respect of a total of 4,500 EMIS Shares, to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), representing, in aggregate, approximately 0.057 per cent. of the existing issued ordinary share capital of EMIS, as at 16 June 2022 (being the last Business Day before the date of this announcement), as well as any further EMIS Shares which they may become the legal or beneficial holder of.

In addition, each of Octopus Investments Ltd and Evenlode Investment Management Ltd has given to Bidco a non-binding letter of intent to vote in favour of the Scheme (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of, in aggregate, 8,658,205 EMIS Shares. On 16 June 2022 (being the last Business Day before the date of this announcement) those letters of intent together represented approximately 13.676 per cent. of the existing issued share capital of EMIS.

Bidco has therefore received irrevocable undertakings or letters of intent in respect of a total of 8,774,701 EMIS Shares representing, in aggregate, approximately 13.860 per cent. of EMIS's share capital in issue on 16 June 2022 (being the last Business Day before the date of this announcement).

Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) and letters of intent are set out in Appendix 3 to this announcement.

10.       Financing of the Acquisition

The Acquisition will be fully funded through UnitedHealth Group's existing cash resources.

Robey Warshaw, in its capacity as the financial adviser to UnitedHealth Group and Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to EMIS Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

11.       Offer‑related arrangements

Confidentiality Agreement

On 8 April 2022, Optum UK and EMIS entered into a confidentiality agreement in relation to the Acquisition (the "Confidentiality Agreement"), pursuant to which, amongst other things, Optum UK gave certain undertakings to: (a) subject to certain exceptions, keep information relating to EMIS and the Acquisition confidential and not to disclose it to third parties; (b) procure that its representatives who receive confidential information keep it confidential; and (c) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until 8 April 2024.

Co-operation Agreement

On 17 June 2022, Bidco and EMIS entered into a co-operation agreement in relation to the Acquisition (the "Co-operation Agreement"), pursuant to which, amongst other things: (a) EMIS and Bidco have agreed to co-operate for the purposes of obtaining certain regulatory clearances; (b) Bidco has agreed to provide EMIS with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (c) Bidco has agreed to certain provisions if the Scheme should switch to an Offer; and (d) each of EMIS and Bidco has agreed to take certain actions to implement certain proposals in relation to the EMIS Share Plans.

The Co-operation Agreement will terminate if: (i) the parties agree in writing prior to the Effective Date that it shall be terminated; or (ii) amongst other things: (a) the Acquisition is withdrawn or lapses; (b) (at Bidco's election) prior to the Long Stop Date any Condition becomes incapable of satisfaction; (c) (at Bidco's election) the EMIS Directors withdraw their recommendation of the Acquisition; (d) (at Bidco's election) the EMIS Directors recommend or intend to recommend a competing proposal; or (e) (at either party's election) a competing proposal completes, becomes effective or is declared unconditional in all respects; or (f) the Scheme does not become Effective in accordance with its terms by the Long Stop Date.

12.       Disclosure of interests in EMIS securities

Except for the irrevocable commitments referred to in paragraph 9 above, as at close of business on 16 June 2022 (being the last practicable date prior to the date of this announcement) none of UnitedHealth Group, Bidco, nor any of their directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with any of them for the purposes of the Acquisition: (i) had any interest in or right to subscribe for or had borrowed or lent any EMIS Shares or securities convertible or exchangeable into EMIS Shares; (ii) had any short positions in respect of relevant securities of EMIS (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) has borrowed or lent any relevant securities of EMIS (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold; or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code in relation to the relevant securities of EMIS.

'Interests in securities' for these purposes and within the meaning of the Takeover Code arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to securities.

13.       EMIS Share Plans

Participants in the EMIS Share Plans will be contacted regarding the effect of the Acquisition on their rights under the EMIS Share Plans and an appropriate proposal will be made to such participants in due course.

Details of the impact of the Scheme on each of the EMIS Share Plans and the proposals will be set out in the Scheme Document.

14.       Scheme process

It is intended that the Acquisition shall be effected by means of a Court-sanctioned scheme of arrangement between EMIS and EMIS Shareholders under Part 26 of the 2006 Act, although Bidco reserves the right for Bidco to implement the Acquisition by means of an Offer (subject to Panel consent and the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of EMIS. This is to be achieved by the transfer of the EMIS Shares (other than any EMIS Shares held by Bidco or members of the Bidco Group) to Bidco, in consideration for which the EMIS Shareholders shall receive cash consideration on the basis set out in paragraph 2.

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date:

·    a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Scheme Shareholders;

·    the Resolutions required to approve and implement the Scheme being duly passed by EMIS Shareholders representing the requisite majority or majorities of votes cast at the General Meeting (or any adjournment thereof);

·    following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and EMIS); and

·    following such sanction, a copy of the Court Order is delivered to the Registrar of Companies.

The Scheme will lapse if, among other things:

·    the Court Meeting and the General Meeting are not held on or before the 22^nd day after the expected date of such meetings, which will be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and EMIS with the consent of the Panel and, if required, the Court);

·    the Sanction Hearing to approve the Scheme is not held on or before the 22^nd day after the expected date of such hearing, which will be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and EMIS with the consent of the Panel and, if required, the Court); or

·    the Scheme does not become Effective on or before the Long Stop Date,

provided, however, that the deadlines for the Court Meeting, the General Meeting and the Sanction Hearing as set out above may be waived by Bidco and the deadline for the Scheme to become Effective may be extended by agreement between EMIS and Bidco with the consent of the Panel and, if required, the Court.

Once the necessary approvals from EMIS Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of the Court Order to the Registrar of Companies. Subject to the satisfaction (or, where applicable, waiver) of the Conditions and the further terms set out in Appendix 1, the Scheme is expected to become Effective before the end of 2022.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) entitlements to EMIS Shares held within the CREST system will be cancelled and such entitlements rematerialised; and (iii) share certificates in respect of EMIS Shares will cease to be valid. The Consideration will be dispatched to EMIS Shareholders no later than 14 days after the Effective Date.

Any EMIS Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any EMIS Shares issued after the Scheme Record Time (other than to Bidco and/or their nominees) to be automatically transferred to Bidco (and, where applicable, for Consideration to be paid to the original recipient of the EMIS Shares so issued) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and their nominees) holding shares in the capital of EMIS after the Effective Date.

Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of the Co-operation Agreement).  In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments including (without limitation) the inclusion of an acceptance condition which, unless otherwise agreed in writing between Bidco and EMIS or otherwise required by the Panel, will be set at 90 per cent. (or such lesser percentage as may be agreed between EMIS and Bidco in writing after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the voting rights attaching to the EMIS Shares) of the shares to which the Acquisition relates and those required by, or deemed appropriate by, Bidco under applicable law, so far as applicable) as those which would apply to the Scheme. Further, if sufficient acceptances of such Offer are received and/or sufficient EMIS Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the 2006 Act to acquire compulsorily any outstanding EMIS Shares to which such Offer relates.

Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document, which will be published as soon as reasonably practicable after the date of this announcement and in any event within 28 days of this announcement. The Scheme will be governed by the laws of England and Wales and will be subject to the jurisdiction of the courts of England and Wales.

15.       Cancellation of trading and re‑registration

It is intended that the London Stock Exchange will be requested to cancel trading in EMIS Shares on AIM shortly after the Effective Date.

It is expected that the last day of dealings in EMIS Shares on AIM will be the Business Day following the Sanction Hearing and that no transfers will be registered after 6.00 p.m. on that date.

It is intended that EMIS be re-registered as a private limited company as part of the Acquisition and for this to take effect as soon as practicable following the Effective Date.

16.       Consents

Robey Warshaw and Numis have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

17.       Documents

Copies of the following documents will be available promptly on Optum UK's, UnitedHealth Group's and EMIS's websites, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.optum.co.uk/, www.unitedhealthgroup.com/investors.html and https://www.emisgroupplc.com and in any event by no later than noon on the Business Day following this announcement until the end of the Acquisition:

·    this announcement;

·    the Confidentiality Agreement;

·    the Co-operation Agreement;

·    the irrevocable undertakings and letters of intent referred to in paragraph 9 above; and

·    the consent letters from each of Robey Warshaw and Numis as referred to in paragraph 16 above.

The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

18.       General

The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this announcement, and to the full terms and conditions be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix 2 to this announcement. A summary of the irrevocable undertakings and letters of intent given in relation to the Acquisition is contained in Appendix 3 to this announcement. Certain terms used in this announcement are defined in Appendix 4 to this announcement.

The Scheme Document and the forms of proxy accompanying the Scheme Document will be sent to EMIS Shareholders within 28 days of this announcement (or on such later date as may be agreed between Bidco and EMIS with the consent of the Panel).

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. Such offer will be contained in the Scheme Document.

Enquiries:

Bidco / Optum UK                                                                                        +44 7971 428266
Aisling Kearney                                                                                                         

Robey Warshaw (Financial Adviser to                                                       +44 20 7317 3900
UnitedHealth Group and Bidco)
Simon Warshaw
Philip Apostolides

FGS Global                                                                                                    +44 20 7251 3801
(Public Relations Adviser to Optum UK and Bidco)              [email protected]

James Murgatroyd

Harry Worthington

EMIS                                                                                                             +44 0330 024 1269
Andy Thorburn, Chief Executive Officer
Peter Southby, Chief Financial Officer

Numis (Financial Adviser, Corporate Broker                                       +44 (0) 207 260 1000
and Nominated Adviser to EMIS)
Simon Willis
James Black
Joshua Hughes
Havish Patel

MHP (Public Relations Adviser to EMIS)                                              +44 (0) 203 128 8572

Reg Hoare                                                                                                     [email protected]
Matthew Taylor
Pauline Guenot

Slaughter and May is acting as legal adviser to UnitedHealth Group and Bidco.

Travers Smith LLP is acting as legal adviser to EMIS.

Further information

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 will be 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 will contain the full terms and conditions of the Acquisition, including details of how to vote in respect 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).

EMIS and Bidco shall prepare the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) to be distributed to EMIS Shareholders. EMIS and Bidco urge EMIS Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

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, which is authorised and regulated by the FCA in the UK, is acting exclusively for EMIS and no one else in connection with the Acquisition or any other matters referred to in this announcement and will not be responsible to anyone other than EMIS for providing the protections afforded to clients of Numis or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Numis nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Numis in connection with the Acquisition, any statement contained herein or otherwise.

Overseas Shareholders

This announcement has been prepared in accordance with 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 will be 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 and the AIM Rules.

Notice to US investors in EMIS

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, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations.

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 or 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 ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other 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 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.

Dealing and Opening Position 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a 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.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.

No profit forecasts, estimates or quantified benefits statements

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.

Requesting hard copy documents

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 +44 (0) 371 664 0300 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 other 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 required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement. In such event, and upon such an Offer becoming or being declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining EMIS Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase EMIS Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, EMIS confirms that, as at the date of this announcement, it had in issue 63,311,396 ordinary shares of 1 pence each (excluding shares held in treasury). The International Securities Identification Number for the ordinary shares is GB00B61D1Y04.

Appendix 1
CONDITIONS AND FURTHER TERMS OF THE Acquisition

Part A:           Conditions to the Scheme and Acquisition

Condition of the Acquisition

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, on or before the Long Stop Date.

Conditions of the Scheme

2.         The Scheme will be subject to the following Conditions:

(a)      (i) its approval by a majority in number representing not less than three-fourths in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting; and (ii) such Court Meeting and any such separate class meeting being held on or before the 22^nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Bidco and EMIS may agree (with the consent of the Panel) and the Court may approve, if such approval is required);

(b)        (i) all Resolutions being duly passed by the requisite majority or majorities of EMIS Shareholders at the General Meeting, or at any adjournment thereof; and (ii) and such General Meeting being held on or before the 22^nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Bidco and EMIS may agree (with the consent of the Panel) and the Court may approve, if such approval is required); and

(c)       (i) the sanction of the Scheme by the Court (with or without modification (but subject to any such modification being on terms acceptable to Bidco and EMIS)) and the delivery of a copy of the Court Order to the Registrar of Companies; and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date, if any, as Bidco and EMIS may agree (with the consent of the Panel) and the Court may approve, if such approval is required).

Regulatory Clearances

3.         In addition, subject as stated in Part B below and to the requirements of the Panel, Bidco and EMIS have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived (subject in all cases to Bidco only being required to accept an outcome consistent with its commitment to use all reasonable endeavours to satisfy the Conditions as set out in Clause 3.1 of the Co-operation Agreement):

(a)        one of the following having occurred:

(i)         the CMA having indicated in a response to a briefing paper that it has no further questions at that stage in relation to the Acquisition; and as at the date on which all other Conditions are satisfied or waived, the CMA has not: (I) requested submission of a merger notice; (II) given notice to either party that it is commencing a Phase I investigation; (III) indicated that the statutory review period in which the CMA has to decide whether to make a reference under section 34ZA Enterprise Act 2002 has begun; or (IV) requested documents or attendance by witnesses under section 109 of the Enterprise Act 2002 which may indicate that it intends to commence the aforementioned statutory review period in respect of the Acquisition; or

(ii)        where the CMA has commenced an investigation following the submission of a merger notice or a briefing paper, the CMA:

(A)       in accordance with section 33(1) of the Enterprise Act 2002, announcing that it has decided not to refer the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a "Referral"); or

(B)       in accordance with section 73(2) of the Enterprise Act 2002, formally accepting undertakings in lieu of a Referral offered by Bidco, or a modified version of them; and

(b)        a notification having been made and accepted under the NS&I Act and one of the following having occurred:

(i)         the Secretary of State confirming before the end of the review period that no further action will be taken in relation to the Acquisition; or

(ii)        if the Secretary of State issues a call-in notice in relation to the Acquisition, the parties receiving a final notification pursuant to section 26(1)(b) of the NS&I Act containing confirmation that the Secretary of State will take no further action in relation to the call-in notice and the Acquisition under the NS&I Act; or

(iii)       the Secretary of State making a final order pursuant to section 26(1)(a) of the NS&I Act in relation to the Acquisition, save to the extent that such an order prohibits the Acquisition.

General Conditions

4.         In addition, subject as stated in Part B below and to the requirements of the Panel, Bidco and EMIS have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Official authorisations, regulatory clearances and third party clearances

(a)        excluding any briefing paper, notification and/or filing required for the purposes of the relevant confirmation, consent and/or order referred to in Conditions 3(a) and 3(b) (to which only Conditions 3(a) and 3(b) shall apply, as applicable), the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction (each a "Third Party") of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider EMIS Group taken as a whole) arising as a result of or in connection with the Acquisition including, without limitation, its implementation or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, EMIS or any member of the Wider EMIS Group by Bidco or any member of the Wider Optum Group;

(b)        excluding any briefing paper, notification and/or filing required for the purposes of the relevant confirmation, consent and/or order referred to in Conditions 3(a) and 3(b) (to which only Conditions 3(a) and 3(b) shall apply, as applicable), all material filings or applications which are necessary in connection with the Acquisition having been made and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Optum Group of any shares or other securities in, or control of, EMIS and all Authorisations reasonably deemed necessary or appropriate by Bidco or any member of the Wider Optum Group for or in respect of the Acquisition including without limitation, its implementation or (except pursuant to Chapter 3 of Part 28 of the 2006 Act) the proposed acquisition of any shares or other securities in, or control of, EMIS by any member of the Wider Optum Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider EMIS Group has entered into contractual arrangements and all such Authorisations necessary or appropriate to carry on the business of any member of the Wider EMIS Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(c)        excluding any briefing paper, notification and/or filing required for the purposes of the relevant confirmation, consent and/or order referred to in Conditions 3(a) and 3(b) (to which only Conditions 3(a) and 3(b) shall apply, as applicable), no Third Party having decided to take, institute, implement or threaten (and in each case, not having withdrawn the same) any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed (and in each case, not having withdrawn the same) any statute, regulation, decision or order, or change to published practice or having taken any other steps which would or might be expected to:

(i)         require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider Optum Group or any member of the Wider EMIS Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof;

(ii)        require, prevent or delay the divestiture by any member of the Wider Optum Group of any shares or other securities in EMIS or any member of the Wider EMIS Group;

(iii)       impose any limitation on, or result in a delay in, the ability of any member of the Wider Optum Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider EMIS Group or the Wider Optum Group or to exercise management control over any such member;

(iv)       make the Scheme or the Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Optum Group of any shares or other securities in, or control of EMIS or any member of the Wider EMIS Group, void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

(v)        except pursuant to the implementation of the Acquisition or, if applicable, sections 974 to 991 of the 2006 Act, require any member of the Wider Optum Group or the Wider EMIS Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider EMIS Group or the Wider Optum Group owned by any third party;

(vi)       impose any limitation on the ability of any member of the Wider Optum Group or the Wider EMIS Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses of any other member of the Wider Optum Group or the Wider EMIS Group;

(vii)      result in any member of the Wider EMIS Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii)     otherwise adversely affect the business, assets, profits, financial or trading position or prospects of any member of the Wider Optum Group or of any member of the Wider EMIS Group,

and all applicable waiting and other time periods (including any extensions of such waiting and other time periods) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any EMIS Shares having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(d)       except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider EMIS Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Optum Group of any shares or other securities in EMIS or because of a change in the control or management of any member of the Wider EMIS Group or otherwise, could or might reasonably be expected to result in any of the following to an extent which is material and adverse in the context of the Wider EMIS Group, or the Wider Optum Group, in either case, taken as a whole:

(i)         any monies borrowed by, any other indebtedness or liabilities, actual or contingent of, or any grant available to, any member of the Wider EMIS Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        any such arrangement, agreement, lease, licence, permit, franchise or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider EMIS Group being adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii)      the rights, liabilities, obligations, interests or business of any member of the Wider EMIS Group or any member of the Wider Optum Group under any such arrangement, agreement, licence, permit, lease, franchise or instrument or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or becoming capacity of being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv)       any member of the Wider EMIS Group ceasing to be able to carry on business under any name under which it presently carries on business;

(v)        any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider EMIS Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider EMIS Group;

(vi)       the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any member of the Wider EMIS Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

(vii)      the value of, or the financial or trading position or prospects of any member of the Wider EMIS Group being prejudiced or adversely affected; or

(viii)     the creation or acceleration of any liability (actual or contingent) by any member of the Wider EMIS Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and, no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider EMIS Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, could or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (vii) of this Condition;

Certain events occurring since 31 December 2021

(e)        except as Disclosed and contemplated by this announcement, no member of the Wider EMIS Group having since 31 December 2021:

(i)        save as between EMIS and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries and save for the issue or transfer out of treasury of EMIS Shares on or in connection with the exercise of options, the vesting and/or settlement of awards granted in the ordinary course under the EMIS Share Plans, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of EMIS Shares out of treasury;

(ii)        save for any Permitted Dividends, recommended, declared, paid or made or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to EMIS or one of its wholly‑owned subsidiaries;

(iii)       save as between EMIS and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries and transactions in the ordinary course of business, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or transferred, mortgaged or charged or created any security interest over, any material assets or any material right, title or interest in any material asset (including shares and trade investments) or authorised, proposed or announced any intention to do so;

(iv)       save as between EMIS and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;

(v)        issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or, save as between EMIS and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries or in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider EMIS Group taken as a whole;

(vi)       entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any material contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise), which:

(A)       is of a long term, unusual or onerous nature or magnitude, or

(B)       involves or could involve an obligation of a nature or magnitude which is or is reasonably likely to be materially restrictive on the business of any member of the Wider EMIS Group,

and which is or would reasonably be expected to be material in the context of the Wider EMIS Group taken as a whole.

(vii)      entered into any licence or other disposal of material intellectual property rights of any member of the Wider EMIS Group;

(viii)     entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary to a material extent the terms of or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider EMIS Group;

(ix)       except pursuant to the terms of the Co-operation Agreement, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider EMIS Group which constitutes a material change to the terms and conditions of employment of any employee of the Wider EMIS Group;

(x)        made, agreed or consented to or procured any change to: (a) the terms of the trust deeds, rules, policy or other governing documents constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider EMIS Group or their dependants and established by a member of the Wider EMIS Group (a "Relevant Pension Plan"); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (d) the basis or rate of employer contribution to a Relevant Pension Plan, in each case, to the extent which is material in the context of the Wider EMIS Group taken as a whole;

(xi)       entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme);

(xii)      purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph (i) above, made any other change to any part of its share capital;

(xiii)    other than with respect to claims between EMIS and its wholly owned subsidiaries (or between such subsidiaries) and claims in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider EMIS Group as a whole;

(xiv)     made any material alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Scheme);

(xv)      (other than in respect of a member of the Wider EMIS Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi)     been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider EMIS Group taken as a whole;

(xvii)    terminated or varied the terms of any agreement or arrangement between any member of the Wider EMIS Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider EMIS Group taken as a whole;

(xviii)   having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of EMIS Shareholders in a  general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or

(xix)     entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

No adverse changes etc. since 31 December 2021

(f)        since 31 December 2021, and except as Disclosed, there having been:

(i)         no adverse change or deterioration in and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider EMIS Group which is material to the Wider EMIS Group taken as a whole;

(ii)     no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider EMIS Group or to which any member of the Wider EMIS Group is or may become a party (whether as claimant or defendant or otherwise) which, in any such case, has had or might reasonably be expected to have a material adverse effect on the Wider EMIS Group taken as a whole;

(iii)       no enquiry, review or investigation or proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider EMIS Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider EMIS Group which, in any such case, is material in the context of the Wider EMIS Group taken as a whole;

(iv)      no contingent or other liability having arisen, increased or become apparent to Bidco which has or is reasonably likely to adversely affect the business, assets, financial or trading position or prospects of any member of the Wider EMIS Group which, in any case, is material to the Wider EMIS Group taken as a whole or in the context of the Acquisition;

(v)        no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider EMIS Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had or is reasonably likely to have a material adverse effect on the Wider EMIS Group taken as a whole; and

(vi)       no member of the Wider EMIS Group having conducted its business in breach of any applicable laws and regulations which breach, in any case, is material to the Wider EMIS Group taken as a whole or in the context of the Acquisition;

(g)        since 31 December 2021, and except as Disclosed, Bidco not having discovered:

(i)         that any financial, business or other information concerning the Wider EMIS Group publicly announced or disclosed to any member of the Wider Optum Group at any time by or on behalf of any member of the Wider EMIS Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Wider EMIS Group taken as a whole;

(ii)        that any member of the Wider EMIS Group is subject to any liability, contingent or otherwise and which is material in the context of the Wider EMIS Group taken as a whole; or

(iii)       any information which affects the import of any information disclosed to Bidco at any time by or on behalf of any member of the Wider EMIS Group which is material in the context of the Wider EMIS Group taken as a whole;

Intellectual Property

(h)        no circumstance having arisen or event having occurred in relation to any material intellectual property owned or used by any member of the Wider EMIS Group, including:

(i)      any member of the Wider EMIS Group losing its title to any material intellectual property used in its business, or any material intellectual property owned by the Wider EMIS Group being revoked, cancelled or declared invalid;

(ii)        any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider EMIS Group to, or the validity or effectiveness of, any of its material intellectual property; or

(iii)       any agreement regarding the use of any material intellectual property licensed to or by any member of the Wider EMIS Group being terminated or varied;

Anti‑corruption and sanctions

(i)         except as Disclosed, Bidco not having discovered that:

(i)         any past or present member, director, officer or employee of the Wider EMIS Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti‑corruption or anti-bribery legislation;

(ii)        any member of the Wider EMIS Group, or any of their respective directors, officers or senior employees, is debarred or otherwise rendered ineligible to bid for, be awarded or perform any contract or business for or with any government, governmental authority or agency or public body or found to have violated any applicable law, rule or regulation concerning government contracting or public procurement;

(iii)       any past or present member, director, officer or employee of the Wider EMIS Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:

(a)        any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK, United Nations or European Union laws or regulations, including the sanctions administered by the United States Office of Foreign Assets Control, or any department of Her Majesty's Government; or

(b)        any government, entity or individual targeted by any of the sanctions of the United Nations, the US, UK or the European Union or any of their respective member states; or

(iv)       a member of the Wider EMIS Group or any past or present director, officer or employee of the Wider EMIS Group has engaged in a transaction or any conduct in breach of any law or regulation, including any sanctions administered by the United States Office of Foreign Assets Control or any department of Her Majesty's Government or any government, entity or individual targeted by any of the economic sanctions of the United Nations, US, UK or the European Union or any of its member states; and

No criminal property

(j)         Bidco not having discovered that any asset of any member of the Wider EMIS Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider EMIS Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering.

Part B:            Further terms of the Acquisition

1.         Conditions 2(a), 2(b), 3(a), 3(b), and 4(a) to (j) (inclusive) set out in Part A of this Appendix must each be fulfilled, determined by Bidco to be or to remain satisfied or (if capable of waiver) be waived by Bidco prior to the commencement of the Sanction Hearing, failing which the Scheme will lapse.

2.         Notwithstanding the paragraph above, subject to the requirements of the Panel and the Takeover Code, Bidco reserves the right in its sole discretion to waive:

(a)        the deadline set out in Condition 1 of Part A of this Appendix 1, and any of the deadlines set out in Condition 2 of Part A of this Appendix 1 for the timing of the Court Meeting, General Meeting and the Sanction Hearing. If any such deadline is not met, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with EMIS to extend the deadline in relation to the relevant Condition; and

(b)        in whole or in part, all or any of Conditions 3 and/or 4 listed in Part A of this Appendix above.

3.         Bidco shall be under no obligation to waive or treat as satisfied any of the Conditions that it is entitled (with the consent of the Panel and subject to the requirements of the Takeover Code) to invoke, by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4.         If Bidco is required by the Panel to make an offer for EMIS Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

5.         Under Rule 13.5(a) of the Takeover Code, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. Conditions 1, 2(a), 2(b) and 2(c) and, if applicable, any acceptance condition if the Acquisition is implemented by means of an Offer, are not subject to this provision of the Takeover Code.

6.         Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco.

7.         Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of the Co-operation Agreement).  In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments including (without limitation) the inclusion of an acceptance condition which, unless otherwise agreed in writing between Bidco and EMIS or otherwise required by the Panel, will be set at 90 per cent. (or such lesser percentage as may be agreed between EMIS and Bidco in writing after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the voting rights attaching to the EMIS Shares) of shares to which the Acquisition relates and those required by, or deemed appropriate by, Bidco under applicable law, so far as applicable) as those which would apply to the Scheme.  Further, if sufficient acceptances of such Offer are received and/or sufficient EMIS Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the 2006 Act to acquire compulsorily any outstanding EMIS Shares to which such Offer relates.

8.         The Acquisition will be governed by the laws of England and Wales and be subject to the jurisdiction of the English courts and to the Conditions set out above. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the Registrar of Companies.

9.         Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

10.       The EMIS Shares which will be acquired under the Acquisition will be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made on or after the Effective Date (save for any Permitted Dividends).

11.       If, on or after the date of this announcement and prior to the Effective Date, any dividend, distribution or other return of value (excluding any Permitted Dividends) is proposed, declared, paid or made or becomes payable by EMIS in respect of the EMIS Shares, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke Condition 4(e)(ii) of Part A of this Appendix 1) to reduce the Consideration to reflect the aggregate amount of such dividend, distribution or other return of value. In such circumstances, EMIS Shareholders would be entitled to receive and retain any such dividend, distribution or other return of value declared, made or paid.

If and to the extent that any such dividend, distribution or other return of value is paid or made in respect of the EMIS Shares prior to the Effective Date, and Bidco exercises its rights under this paragraph 11 to reduce the Consideration, any reference in this announcement to the Consideration shall be deemed to be a reference to the Consideration as so reduced.

If the Effective Date occurs prior to 7 October 2022, there will be no Permitted Interim Dividend and no equivalent payment will be made to EMIS Shareholders by Bidco. If no Permitted Final Dividend is declared and paid or becomes payable prior to the Effective Date, no equivalent payment will be made to EMIS Shareholders by Bidco.

Any exercise by Bidco of its rights referred to in this paragraph 11 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Scheme or the Acquisition.

12.       The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of 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.

13.       The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.

APPENDIX 2
SOURCES AND BASES OF INFORMATION

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

1.         The equity value of EMIS's entire issued and to be issued ordinary share capital has been calculated on the basis of 64,579,775 EMIS Shares, comprising:

·    63,311,396 EMIS Shares in issue as at 16 June 2022 (being the last practicable date before this announcement); plus

·    1,358,171 EMIS Shares which may be issued on or after the date of this announcement pursuant to the EMIS Long Term Incentive Plan, which includes holders of EMIS Restricted Share Awards, in accordance with the intentions set out in Schedule 1 of the Co-operation Agreement; plus

·    145,503 EMIS Shares which may be issued on or after the date of this announcement pursuant to the EMIS Company Share Option Plan 2011 and/or the EMIS Company Share Option Plan 2021, in accordance with the intentions set out in Schedule 1 of the Co-operation Agreement; less

·    235,295 EMIS Shares held by the EMIS Employee Benefit Trust that can be used to satisfy the exercise of options and vesting of awards granted under the EMIS Share Plans as at 16 June 2022 (being the last practicable date before this announcement), in accordance with the intentions set out in Schedule 1 of the Co-operation Agreement.

2.         The value of the Acquisition, based on the Consideration, of £1,243 million is calculated on the basis of the issued and to be issued share capital of EMIS (as set out in paragraph 1 above).

3.         The premium calculations to the price per EMIS Share used in this announcement have been calculated by reference to:

·    the Closing Price on 16 June 2022 (being the last Business Day before the commencement of the offer period) of 1,292 pence, derived from Bloomberg;

·    the three-month volume weighted average price of 1,320 pence per EMIS Share ended on 16 June 2022 (being the last Business Day before the commencement of the offer period) derived from Bloomberg; and

·    the all-time highest Closing Price of an EMIS Share prior to commencement of the offer period of 1,460 pence per EMIS Share in September 2021, derived from Bloomberg.

4.         The enterprise value for EMIS of £1,212 million is calculated by reference to:

·    The equity value of EMIS's entire issued and to be issued share capital as set out in paragraph 2 above; less

·    cash and cash equivalents of £64.0 million (as reported at 31 December 2021); plus

·   acquisition consideration (including contingent consideration) of £27.8m in relation to the acquisitions of Pinnacle, Edenbridge Healthcare and FourteenFish Limited (recorded as a post balance sheet event post 31 December 2021); plus

·    lease liabilities of £5.9 million (as reported at 31 December 2021); less

·    investments in joint ventures and associates of £0.4 million (as reported at 31 December 2021).

5.         EMIS's 2021 adjusted EBITDA of £48.9 million is calculated by reference to:

·    adjusted operating profit of £43.5 million (as reported at 31 December 2021); plus

·    depreciation of property, plant and equipment of £4.2 million (as reported at 31 December 2021); plus

·    amortisation of computer software used internally of £1.1 million (as reported at 31 December 2021).

6.         The enterprise value multiple of 24.8x financial year 2021 adjusted EBITDA is calculated by reference to the EMIS enterprise value as per paragraph 4 above and 2021 adjusted EBITDA as per paragraph 5 above

7.         Certain figures included in this announcement have been subject to rounding adjustments.

8.         Unless otherwise stated, the financial information of EMIS is extracted from the 2021 EMIS Annual Report.

APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

1.         EMIS Directors

The following EMIS Directors have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting and, if Bidco exercises its right to implement the Acquisition by way of an Offer, to accept or procure acceptance of such offer, in each case in respect of their own legal and/or beneficial holdings (or those EMIS Shares over which they have control) of EMIS Shares as well as any further EMIS Shares which they may become the legal or beneficial holder of.

*   472 EMIS Shares held or beneficially owned by Andy Thorburn and 2,921 EMIS Shares held or beneficially owned by Peter Southby, being EMIS Shares held or beneficially owned under the EMIS SIP, are not subject to such undertakings as there may be adverse tax consequences of doing so. Notwithstanding this, Andy Thorburn and Peter Southby intend to vote such EMIS Shares in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting.

The irrevocable undertakings referred to in this paragraph 1 cease to be binding on the earlier of the following occurrences: (i) Bidco announces, with the consent of the Panel, that it is not proceeding with the Acquisition and no new, revised or replacement offer or scheme is announced by Bidco at the same time; (ii) the Scheme Document is not dispatched to EMIS Shareholders within 28 days (or such longer period as may be agreed between EMIS and the Panel) of this announcement; (iii) the Scheme lapses or is withdrawn in accordance with its terms and no new, revised or replacement takeover offer or scheme is announced by Bidco by such time; (iv) the Scheme has not become Effective by the Long Stop Date (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of paragraph 8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been withdrawn); and (v) any competing offer for the entire issued and to be issued share capital of EMIS is declared unconditional or, if proceeding by way of a scheme of arrangement, becomes effective.

2.         Non-director EMIS Shareholders

The following holders, controllers and/or beneficial owners of EMIS Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting and, if Bidco exercises its right to implement the Acquisition by way of an Offer, to accept or procure acceptance of such offer, in each case in respect of their own legal and/or beneficial holdings (or those EMIS Shares over which they have control) of EMIS Shares as well as any further EMIS Shares which they may become the legal or beneficial holder of.

The irrevocable undertakings referred to in this paragraph 2 cease to be binding on the earlier of the following occurrences: (i) Bidco announces, with the consent of the Panel, that it is not proceeding with the Acquisition and no new, revised or replacement offer or scheme is announced by Bidco at the same time; (ii) the Scheme Document is not dispatched to EMIS Shareholders within 28 days (or such longer period as may be agreed between EMIS and the Panel) of this announcement; (iii) the Scheme lapses or is withdrawn in accordance with its terms and no new, revised or replacement takeover offer or scheme is announced by Bidco by such time; (iv) the Scheme has not become Effective by the Long Stop Date (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of paragraph 8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been withdrawn); and (v) any competing offer for the entire issued and to be issued share capital of EMIS is declared unconditional or, if proceeding by way of a scheme of arrangement, becomes effective.

3.         Letters of Intent

Each of the following holders, controllers and/or beneficial owners of EMIS Shares have given a non-binding letter of intent to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if the Acquisition is to be implemented by way of a Takeover Offer accept or procure the acceptance of any such Takeover Offer), in each case in respect of their own legal and/or beneficial holdings (or those EMIS Shares over which they have control) of EMIS Shares, as well as any further EMIS Shares which they may become the legal or beneficial holder of and on the key terms set out herein.

APPENDIX 4
DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" and "equity share capital" have the meanings given by the 2006 Act.

All times referred to are London time unless otherwise stated.

References to the singular include the plural and vice versa.