9th Jan 2007 16:53
Micro Focus International plc09 January 2007 9 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN MICRO FOCUS INTERNATIONAL PLC ("MICRO FOCUS") UBS Limited ("UBS") announces an accelerated bookbuild secondary placing of upto 34.1 million ordinary shares in Micro Focus, representing in aggregate up toapproximately 17.1 per cent. of the issued share capital of Micro Focus (the "Placing"), subject to demand, price and market conditions. The proposed sellers of the ordinary shares which are the subject of the Placingare funds managed by Golden Gate Private Equity, Inc., the private equity group(the "Golden Gate Shareholders"). The amount of the Placing proceeds, thenumber of ordinary shares in the Placing ("Placing Shares") and the placingprice will be decided at the close of the accelerated bookbuilding periodfollowing agreement between UBS and the Golden Gate Shareholders, and a furtherannouncement will be made at that time. The books for the Placing will open with immediate effect. Pricing andallocations are expected to be announced as soon as practicable following theclosing of the books. The timing of closing of the books will be at theabsolute discretion of UBS. Enquires: UBS Limited Tel: +44 (0)20 7567 8000Christopher SmithNick Adams MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLYADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THEMEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR AREPERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEINGREFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SETOUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARENOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGEDIN ONLY WITH RELEVANT PERSONS. This announcement has been issued by UBS and is the sole responsibility of UBS.This announcement is for information purposes only and does not constitute anoffer or an invitation to acquire or dispose of any securities of Micro FocusInternational plc in the United States, Canada, Australia or Japan or in anyother jurisdiction in which such an offer or solicitation is unlawful. ThePlacing Shares have not been, and will not be, registered under the UnitedStates Securities Act of 1933, as amended, and may not be offered or sold in theUnited States absent registration or an exemption from registration. There willbe no public offering of securities in the United States. Any investment decision to buy securities in the Placing must be made solely onthe basis of publicly available information which has not been independentlyverified by UBS Limited or the Golden Gate Shareholders. Neither this announcement nor any copy of it may be taken, transmitted ordistributed, directly or indirectly in or into the United States, Canada,Australia or Japan. Any failure to comply with this restriction may constitutea violation of United States, Canadian, Australian or Japanese securities laws. The distribution of this announcement and the offering or sale of the PlacingShares in certain jurisdictions may be restricted by law. No action has beentaken by UBS, or any of its affiliates, or any other person that would permit anoffer of the Placing Shares or possession or distribution of this announcementor any other offering or publicity material relating to the Placing Shares inany jurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required by UBS to inform themselvesabout and to observe any such restrictions. UBS Limited is acting for the Golden Gate Shareholders only in connection withthe Placing, and no one else, and will not be responsible to anyone other thanthe Golden Gate Shareholders for providing the protections offered to clients ofUBS nor for providing advice in relation to the Placing. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
MCRO.L