-3x Short China Regulatory News (SCHE)

8 Mar 2007 16:52

Morgan Stanley Securities Limited08 March 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 GROUPPLC ("SOUTHERN CROSS") Morgan Stanley Securities Limited ("Morgan Stanley") announces an acceleratedbookbuilt secondary placing of up to approximately 41 million ordinary shares inSouthern Cross, representing in aggregate up to approximately 21.8 per cent. ofthe issued share capital of Southern Cross (the "Placing"), subject to demand,price and market conditions. The ordinary shares which are the subject of the Placing represent up to theentire remaining holding in the Company of funds advised by Blackstone, theprivate equity group (the "Blackstone Shareholders"). The amount of the Placingproceeds, the number of ordinary shares in the Placing ("Placing Shares") andthe placing price will be decided at the close of the accelerated bookbuildingperiod following agreement between Morgan Stanley and the BlackstoneShareholders, and a further announcement will be made 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 the absolutediscretion of Morgan Stanley. Dated 8 March 2007 Enquires:Morgan StanleyTel: +44 20 7425 8000John PorterJon Bathard-Smith MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSEDTO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THE MEANING OFDIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE " PROSPECTUSDIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TOINVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETSACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE PERSONS FALLINGWITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS"RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THISANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANTPERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENTRELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITHRELEVANT PERSONS. This announcement has been issued by Morgan Stanley and is the soleresponsibility of Morgan Stanley. This announcement is for information purposesonly and does not constitute an offer or an invitation to acquire or dispose ofany securities of Southern Cross Healthcare Group plc in the United States,Canada, Australia or Japan or in any other jurisdiction in which such an offeror solicitation is unlawful. The Placing Shares have not been, and will not be,registered under the United States Securities Act of 1933, as amended, and maynot be offered or sold in the United States absent registration or an exemptionfrom registration. There will be no public offering of securities in the UnitedStates. 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 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 constitute aviolation 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 Morgan Stanley, 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 Morgan Stanley to inform themselves about and to observe any suchrestrictions. Morgan Stanley is 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 ofMorgan Stanley nor for providing advice in relation to the Placing. This information is provided by RNS The company news service from the London Stock Exchange