No intention to make an offer for Micro Focus

23 August 2011

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 OR REGULATIONS OF THAT JURISDICTION.

Bain Capital Ltd ("Bain Capital")

No intention to make an offer for Micro Focus International plc ("Micro Focus")

Further to the announcement by Micro Focus of 20 May 2011, Bain Capital announces that it is not considering a possible offer for the share capital of Micro Focus.

For the purposes of Rule 2.8 of the City Code on Takeovers and Mergers ("the Code"), Bain Capital does, however, reserve the right to make an offer for Micro Focus within 6 months (1) with the agreement or recommendation of the board of Micro Focus; (2) in the event that a third party makes an announcement of a firm or possible offer for Micro Focus; (3) in the event that Micro Focus announces a "whitewash" proposal or a reverse takeover (as defined in the Code); (4) if there is a material change of circumstances.

For further information, please contact:

Financial Dynamics

Ed Gascoigne-Pees 020 7269 7132