-3x Short China Regulatory News (SCHE)

3 Jan 2007 16:58

Southern Cross Healthcare Grp PLC03 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN SOUTHERN CROSS HEALTHCARE GROUP PLC ("SOUTHERN CROSS") Morgan Stanley Securities Limited ("Morgan Stanley") and UBS Limited ("UBS",together the "Managers") announce an accelerated bookbuilt secondary placing ofup to 40 million ordinary shares in Southern Cross, representing in aggregate upto approximately 21.3 per cent. of the issued share capital of Southern Cross(the "Placing"), subject to demand, price and market conditions. The proposed sellers of the ordinary shares which are the subject of the Placingare funds advised by Blackstone, the private equity group (the "BlackstoneShareholders"). The amount of the Placing proceeds, the number of ordinaryshares in the Placing ("Placing Shares") and the placing price will be decidedat the close of the accelerated bookbuilding period following agreement betweenthe Managers and the Blackstone Shareholders, and a further announcement will bemade at that time. The books for the Placing will open with immediate effect. Pricing andallocations are expected to be announced as soon as practicable following theclosing of the books. The timing of closing of the books will be at theabsolute discretion of the Managers. In connection with the Placing, the Managers and Morgan Stanley & Co.International Limited will, following discussions with the BlackstoneShareholders, waive the lock-up undertakings given in connection with theinitial public offering of Southern Cross in July 2006. The shares retained bythe Blackstone Shareholders on completion of the Placing will be subject to newlock-up undertakings which restrict any further disposals or transfers of suchshares for a period of 60 days from 4 January 2007. Dated 3 January 2007 Enquires: Morgan Stanley John Porter Tel: +44 20 7425 8000Jon Bathard-Smith UBS Limited Christopher Smith Tel: +44 20 7568 4389Lucy Phillips Tel: +44 20 7568 3922 MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLYADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THEMEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR AREPERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEINGREFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SETOUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARENOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGEDIN ONLY WITH RELEVANT PERSONS. This announcement has been issued by the Managers and is the sole responsibilityof the Managers. This announcement is for information purposes only and doesnot constitute an offer or an invitation to acquire or dispose of any securitiesof Southern Cross Healthcare Group plc in the United States, Canada, Australiaor Japan or in any other jurisdiction in which such an offer or solicitation isunlawful. The Placing Shares have not been, and will not be, registered underthe United States Securities Act of 1933, as amended, and may not be offered orsold in the United States absent registration or an exemption from registration. There will be no public offering of securities in the United States. Any investment decision to buy securities in the Placing must be made solely onthe basis of publicly available information which has not been independentlyverified by Morgan Stanley & Co. International Limited, Morgan StanleySecurities Limited and UBS Limited or the Blackstone Shareholders. Neither this announcement nor any copy of it may be taken, transmitted ordistributed, directly or indirectly in or into the United States, Canada,Australia or Japan. Any failure to comply with this restriction may constitutea violation of United States, Canadian, Australian or Japanese securities laws. The distribution of this announcement and the offering or sale of the PlacingShares in certain jurisdictions may be restricted by law. No action has beentaken by the Managers, or any of their respective affiliates, or any otherperson that would permit an offer of the Placing Shares or possession ordistribution of this announcement or any other offering or publicity materialrelating to the Placing Shares in any jurisdiction where action for that purposeis required. Persons into whose possession this announcement comes are requiredby the Managers to inform themselves about and to observe any such restrictions. The Managers are acting for the Blackstone Shareholders only in connection withthe Placing, and no one else, and will not be responsible to anyone other thanthe Blackstone Shareholders for providing the protections offered to clients ofthe Managers nor for providing advice in relation to the Placing. End This information is provided by RNS The company news service from the London Stock Exchange