RNS Number:6213T
iSoft Group PLC
23 December 2003

iSOFT Group plc

23 December 2003



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.


            iSOFT Group plc ("iSOFT") and Torex Group PLC ("Torex")

                    Merger Offer declared wholly unconditional



The Boards of iSOFT and Torex announce that the recommended merger offer ("
Merger Offer"), made on behalf of iSOFT by Hoare Govett Limited, for the whole
of the issued and to be issued share capital of Torex has, following the
satisfaction or waiver of all conditions (save for Admission), today been
declared wholly unconditional and will remain open for acceptance until further
notice.


By 3.00pm on 22 December 2003 valid acceptances of the Merger Offer had been
received in respect of 47,660,645 Torex Shares, representing 86.45 per cent of
the existing issued ordinary share capital of Torex.  Prior to the posting of
the Merger Offer documentation on 13 November 2003, iSOFT had received
irrevocable undertakings to accept (or procure the acceptance of) the Merger
Offer from the Torex Directors and Associated Technologies Limited, a company
controlled by Christopher Moore, Chairman of Torex, in respect of their
respective entire beneficial holdings of, in aggregate, 4,956,395 Torex Shares,
representing approximately 8.99 per cent of the existing issued share capital of
Torex.  Valid acceptances have been received in respect of 4,954,895 of these
Torex Shares that are the subject of irrevocable undertakings and are included
in the total number of valid acceptances referred to above.



Save as disclosed above, neither iSOFT nor any person deemed to be acting in
concert with iSOFT held any Torex Shares or rights over Torex Shares prior to
the commencement of the Merger Offer period on 22 July 2003, or has either
acquired or agreed to acquire any Torex Shares or rights over Torex Shares since
then.



It is expected that Admission will become effective and that dealings for normal
settlement in the New iSOFT Shares will commence on 24 December 2003.



Torex Shareholders who have not accepted the Merger Offer are urged, if their
Torex Shares are in Certificated Form (that is, not in CREST) to complete and
return their Form of Acceptance as soon as possible or, if their Torex Shares
are held in Uncertificated Form (that is, in CREST) to ensure that an Electronic
Acceptance is made by them, or on their behalf, which settles as soon as
possible.



It is the intention of iSOFT, upon sufficient acceptances of the Merger Offer
being received and/or sufficient Torex Shares being otherwise acquired to apply
the provisions of sections 428 to 430F (inclusive) of the Companies Act to
acquire compulsorily any outstanding Torex Shares to which the Merger Offer
relates.  It is also intended that subject to the requirements of the UK Listing
Authority and the London Stock Exchange, iSOFT will procure that Torex applies
for the cancellation of the listing of the Torex Shares on the Official List and
for the cancellation of trading of the Torex Shares on the London Stock
Exchange's market for listed securities.  Such cancellations would significantly
reduce the liquidity and marketability of any Torex Shares not assented to the
Merger Offer.  Such cancellations will take effect no earlier than 20 business
days from today.



As previously announced, with the Merger Offer having been declared wholly
unconditional, Christopher Moore, Mark Woodbridge, Colin Wall and David Thorpe
(each a director of Torex) have today joined, and Roger Dickens (Chairman of
iSOFT) has stood down from, the board of iSOFT.



Terms defined in the Merger Offer Document dated 13 November 2003 have the same
meaning in this announcement unless the context otherwise requires.



Patrick Cryne, Chief Executive Officer of iSOFT and Chairman of the Merged Group
said:



"We are pleased by the outcome of the NHS National Programme for IT procurements
to date and the opportunities that we expect to result for the Merged Group.
The announcement today of the LSP contract awards to a number of different
consortia, we believe, further validates the business decision to proceed with
the merger with Torex.



Accordingly, although the competition review process is still ongoing, the Board
of iSOFT has decided, with Torex's support and agreement, to declare the Merger
Offer wholly unconditional because, in its opinion, the potential benefits
arising from the Merger substantially outweigh the potential implications of an
adverse outcome of the competition review process.



Having completed the Merger we now look forward to realising the significant
opportunities open to us for the benefit of our enlarged shareholder base."



Commenting on the announcement, Chris Moore, Executive Chairman of Torex Group
plc said:



"We are delighted that iSOFT have taken the decision to declare the Merger Offer
wholly unconditional following overwhelming support from our shareholders. The
rationale behind the proposed merger, bringing together the complementary
expertise of both parties is as strong as ever. The Merged Group will be able to
offer the NHS and the international healthcare IT market leading edge software
technology coupled with domain expertise across the Primary and Secondary
healthcare sectors, with the patients ultimately benefiting."


Enquiries:
iSOFT Group plc +44(0)161 935 8800                     Torex PLC +44(0)1295 274 200
Patrick Cryne, Chief Executive                         Chris Moore, Chairman
Tim Whiston, Finance Director                          Mark Woodbridge, Finance Director

Hoare Govett Limited +44(0)20 7678 8000                UBS Investment Bank +44(0)20 7567 8000
Chris Fielding                                         Michael Meade

Financial Dynamics +44(0)20 7831 3113                  Citigate Dewe Rogerson +44(0)20 7638 9571
Giles Sanderson                                        Ginny Pulbrook
James Melville-Ross                                    Sebastian Hoyle





Hoare Govett Limited, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for iSOFT in connection with the Merger and no
one else and will not be responsible to anyone other than iSOFT for providing
the protections afforded to clients of Hoare Govett Limited nor for providing
advice in relation to the Merger.



UBS Limited, which is regulated in the UK by the Financial Services Authority,
is acting as financial advisor to Torex and no one else in connection with the
Merger and will not be responsible to anyone other than Torex for providing the
protections afforded to clients of UBS Limited, nor for providing advice in
relation to the Merger.



The Merger Offer is not being made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, Canada,
Australia or Japan and the Merger Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities from or within the United States,
Canada, Australia or Japan.  Accordingly, copies of this announcement and any
related documents are not being, and must not be, in whole or in part, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from the United States, Canada, Australia or Japan and persons receiving this
announcement and any related document (including, without limitation,
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them, in whole or in part, in or into or from the United
States, Canada, Australia or Japan or such other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.  Doing
so may render invalid any purported acceptance of the Merger Offer.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
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