Misys plc : Offer Update (Court sanction of Scheme)

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 SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

28 May 2012

RECOMMENDED CASH ACQUISITION

of

MISYS PLC

by

MAGIC BIDCO LIMITED

an investment vehicle indirectly owned by the Vista Funds

Court sanction of Scheme

Misys plc ("Misys"or the "Company") is pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme by which Bidco's Acquisition of Misys is being implemented.

In order for the Scheme to become effective in accordance with its terms, the Court will now need to confirm the associated Capital Reduction at the Capital Reduction Court Hearing. This hearing will take place on 31 May 2012.

It is expected that the last day of dealings in Misys Shares will be 30 May 2012 and that the listing and admission to trading on the London Stock Exchange's main market for listed securities of Misys Shares will be cancelled at 8.00 a.m. on 1 June 2012, the Business Day of the anticipated effective date of the Scheme.

The expected timetable of events for the Scheme as set out in the scheme document dated 29 March 2012 (the "Scheme Document") was updated in the announcement dated 9 May 2012, re-affirmed in the announcement dated 14 May 2012 and remains unchanged.

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Enquiries:

Bidco and Vista Tel: +1 415 765 6500

Martin Taylor

Goldman Sachs (financial adviser to Bidco and Vista) Tel: +44 (0) 20 7774 1000

Gregg Lemkau

Nick Harper

Nicholas van den Arend

Capital MSL (public relations adviser to Bidco and Vista) Tel: +44 (0) 20 7307 5333

Richard Campbell

Ian Brown

Misys Tel: +44 (0) 20 3320 5503

Phil Branston

Barclays (lead financial adviser and joint corporate broker to

Misys)

Tel: +44 (0) 20 7623 2323

Tel: +1 212 526 7000

Matthew Smith

Erik-Jaap Molenaar

Alisdair Gayne (corporate broking)

J.P. Morgan Cazenove (financial adviser and joint corporate

broker to Misys)

Tel: +44 (0) 20 7742 4000

Andrew Hodgkin

Mark Breuer

Brunswick (public relations adviser to Misys)

Tel: +44 (0) 20 7404 5959

Mike Smith

Goldman Sachs International, which is authorised and regulated in the United Kingdom by the FSA, is acting for Bidco and Vista and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Vista for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Acquisition or any matter referred to herein.

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a subsidiary of Bank of America Corporation, is acting exclusively for Bidco and Vista and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Vista for providing the protections afforded to the clients of MLPF&S, or for providing advice in relation to the Acquisition or any matter referred to herein.

Barclays, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Misys and no one else in connection with the Acquisition and will not be responsible to anyone other than Misys for providing the protections afforded to clients of Barclays or for providing advice in connection with the Acquisition or in relation to matters described in this announcement or any transaction or arrangement referred to herein.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove

("J.P. Morgan Cazenove") is authorised and regulated in the United Kingdom by the FSA, is acting

exclusively for Misys and for no one else in connection with the Acquisition and will not be responsible to any person other than Misys for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the Acquisition, the content of this document or any matter referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including details of how to accept the Acquisition. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

This announcement has been prepared for the purpose of complying with the laws of England and

Wales and the Code and the 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 and Wales. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document. 

The Acquisition relates to shares of a UK company and is proposed to be effected 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 proxy solicitation or tender offer rules under the US Securities  Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Bidco were to elect to implement the Acquisition by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

Unless otherwise determined by Bidco or required by the 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 form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Misys Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward Looking Statements

This announcement contains statements that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Misys' operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Misys' business.

These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of Bidco or Misys. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Bidco or Misys or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco and Misys disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified.

Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 (London time) 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Information Relating to Misys Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Misys

Shareholders, persons with information rights and other relevant persons for the receipt of

communications from Misys may be provided to Bidco during the offer period as requested under

Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Website

A copy of this announcement will be available free of charge (subject to any applicable restrictions

with respect to persons resident in Restricted Jurisdictions) on Misys' and Vista's websites

(www.misys.com and www.vistaequitypartners.com respectively) by no later than 12 noon (London time) on 29 May 2012.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.