8th Sep 2008 07:00
8 September 2008
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 (the "Placing"), of at least 15 million ordinary shares in Micro Focus, representing in aggregate at least 7.5 per cent. of the issued share capital of Micro Focus at a price of 260 pence per share, subject to demand and market conditions.
The proposed sellers of the ordinary shares which are the subject of the Placing are funds managed by Golden Gate Private Equity, Inc., the private equity group (the "Golden Gate Shareholders"). The amount of the Placing proceeds and the number of ordinary shares in the Placing ("Placing Shares") will be decided at the close of the accelerated bookbuilding period following agreement between UBS and the Golden Gate Shareholders, and a further announcement will be made at that time.
The books for the Placing will open with immediate effect. Allocations are expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of UBS.
Enquires:
UBS Limited Tel: +44 (0)20 7567 8000
Peter Guenthardt
Nick 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 ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN 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 an offer or an invitation to acquire or dispose of any securities of Micro Focus International plc in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful. The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offering of securities in the United States.
Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information which has not been independently verified by UBS Limited or the Golden Gate Shareholders.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by UBS, or any of its affiliates, or any other person that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by UBS to inform themselves about and to observe any such restrictions.
UBS Limited is acting for the Golden Gate Shareholders only in connection with the Placing, and no one else, and will not be responsible to anyone other than the Golden Gate Shareholders for providing the protections offered to clients of UBS nor for providing advice in relation to the Placing.
Related Shares:
MCRO.L