Ann: iSOFT Group and RJL Investments Pre-Emption , page-7

re: Ann: OCP: iSOFT Group and RJL Investments... Reading the ISF thread is a frustrating experience.

doudou seems to have no grasp of takeover practice in this country, expressing the view that a scheme is not a real bid, and that if this was a real takeover the offeror would be standing in the market at 17 cents.

doudou - let me assure you, that almost NEVER happens. The bidder can only stand in the market if the bid has gone unconditional. . . . which doesn't happen until very late in the day.

That is, unless it is an on-market bid. . . . .which also almost never happen;.

Turning to the situation at hand - I KNOW only TWO things:

1) That Mr Cohen has lost about 99% of his fortune and is desperate to rebuild.

2) That Mr Cohen has spent the last four months trying to find his way into the change of control process, looking to team up with a bidder in some shape or form.

Now - turning to the current skirmish over the pre-emptive rights. If Mr Cohen believed that there was any chance at all of a counter bid emerging at a higher price, he would be doing the right thing by his own back pocket to get his hands on the shares at 17 cents. Then, if nothing else he can personally pocket the difference between 17 cents and the ultimate bid price.

However, he would TRY to get his hands on the shares at 17 cents even if he thought that there was only a 1% chance of a rival bid emerging. . . . .there's little downside (only the funding cost on the stake between the date of transfer and the date the scheme becomes effective) with quite substantial upside in the event that a higher offer does emerge.

Personally, I think he is clutching at straws in claiming that OCP's statements to date trigger his right to pre-empt, but that is beside the point.

Another furphy to throw into the mix - if Mr Cohen KNEW that another deal was in the wings, I am not sure that he would be ALLOWED to exercise the pre-emptive as it would be insider trading?? Therefore, it may be that he KNOWS nothing, and JUST HOPES that something else will emerge.