Statement of reasons

This notice applies to acts or omissions occurring on or after 15 June 2007 and expires on the close of 9 November 2007.

The Takeovers Panel has exempted Henry Schein New Zealand from compliance with rule 6(1) of the Takeovers Code (the Code) in relation to the conversion of mandatory convertible notes (notes) acquired under its full offer (offer) for all of the equity securities in Software of Excellence International Limited.

In addition to ordinary shares, Software of Excellence International Limited has mandatory convertible notes on issue that are the subject of the offer.

If Henry Schein New Zealand holds more than 50% but less than 90% of the voting rights in Software of Excellence International Limited following completion of the offer, Henry Schein New Zealand is likely to hold notes issued by Software of Excellence International Limited. The conversion of the notes into Software of Excellence International Limited shares would be a breach of rule 6(1)(b) of the Code, unless one of the exceptions in rule 7 of the Code applied.

The Takeovers Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption from rule 6(1) of the Code for the following reasons:

• •the increase in voting control will be the result of the conversion of securities obtained under the offer for which Henry Schein New Zealand was obliged under the Code to make an offer:

• •the resulting increase will be the same as if the holder of the notes had converted those securities into shares and then accepted the offer in respect of the resulting shares.