12th May 2005 08:00
Micro Focus International plc12 May 2005 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Embargoed for release at 08.00hrs, 12 May 2005 Micro Focus announces offer price of 130p per share Micro Focus International plc ("Micro Focus" or the "Company"), a UK softwarecompany, is today announcing that the Ordinary Shares being offered in theglobal offer to institutional investors (the "Global Offer") will be priced at130p per share. UBS Investment Bank and Goldman Sachs International are actingas Joint Global Co-ordinators of the Global Offer, with JPMorgan Cazenove andABN AMRO Rothschild as Co-Lead Managers. Summary of the Global Offer: - Ordinary Shares priced at 130p per share (the Offer Price) - Based on the Offer Price, the market capitalisation of the Company atlisting is approximately £259.2 million - The number of Ordinary Shares in issue at listing is 199,349,870 witha free float of approximately 25 per cent. (assuming no exercise of theOver-allotment Option) - 51,069,602 Ordinary Shares are to be allocated to institutionalinvestors as part of the Global Offer, all of which will be New Ordinary Sharesissued by Micro Focus (assuming no exercise of the Over-allotment Option). - The net proceeds to be received by the Company from the issue of theNew Ordinary Shares by it in the Global Offer are anticipated to be £52.7million (or US$99.3 million) after deduction of underwriting commissions andother estimated fees and expenses payable by the Company. All the net proceedsreceived by the Company will be used for repayment of the majority of the debtoutstanding. The Company is expected to have a net balance following the GlobalOffer and a portion of this balance will be used to extinguish the remainingdebt outstanding. The remaining cash balance will be used to pursue certainacquisition and expansion opportunities that may arise in the future inaccordance with Micro Focus' strategy. - The Selling Shareholders have granted an Over-allotment Option,exercisable for 30 days after pricing, on up to 7,660,440 Existing Shares,equivalent to 15 per cent. of the number of New Ordinary Shares being offered bythe Company. The Company will not receive any of the proceeds from the sale ofExisting Ordinary Shares pursuant to the Over-allotment Option. - Admission to the Official List of the Ordinary Shares is expected totake place and unconditional dealings are expected to commence on the LondonStock Exchange at 8:00 a.m. on 17 May 2005 - Conditional dealings commence today - The CEO and senior management team have not sold shares in the Global Offer Commenting on Micro Focus' proposed listing, Tony Hill, Chief Executive Officer,said: "We are delighted with the success of the Global Offer in what is currently achallenging marketplace for new issues, and how our messages of improved ITefficiency and reduced risk have been received by investors. We have achievedboth of our corporate objectives of a full listing on the London Stock Exchangeand a raising of $125 million for the company. More generally, the listing willpermit us to capitalise on our opportunities for growth and to drive expansion.We look forward to life as a listed company. David Dominik of Golden Gate Capital commented: "We continue to be impressed by Micro Focus as a company that addresses therequirements of today's IT market and wish to offer the management and allemployees our congratulations on the listing. We intend to remain as committed,long-term shareholders and believe that the company has excellent growthprospects. We look forward to watching the company's continued progress, now asa quoted company". Enquiries: Micro Focus Tel: +44 (0)1635 32646Tony Hill Chief Executive OfficerRichard Lloyd Chief Financial Officer UBS Investment Bank Tel: +44 (0)20 7567 8000Benjamin Robertson Executive DirectorJonathan Evans Director Goldman Sachs International Tel: +44 (0)20 7774 1000Richard Snow Managing DirectorBasil Geoghegan Executive Director Financial Dynamics Tel: +44 (0)20 7831 3113Giles SandersonHarriet KeenCass Helstrip Additional Details Global Offer Statistics Offer Price: 130p Number of New Ordinary Shares being offered in the Global Offer (1): 51,069,602 Number of Existing Ordinary Shares subject to Over-allotment Option (2): 7,660,440 Number of Ordinary Shares in issue immediately following the Global Offer (1)(2): 199,349,870 Net proceeds of the Global Offer receivable by the Company (1)(3): £52.7 million (US$99.3 million) Equity market capitalisation of the Company (3): £259.2 million (US$487.9 million) Notes: (1) The Company will issue 51,069,602 New Ordinary Shares and anticipatesraising approximately £66.4 million (US$125 million) before deduction of anycommissions and estimated fees or expenses. The net proceeds to the Company arestated after deduction of the underwriting commissions and other estimated feesand expenses of the Global Offer payable by the Company, expected to be£52.7million (US$99.3 million). (2) Assuming the completion of the Share Exchange. (3) Based on an exchange rate of US$1.00:£ 0.5311, which was equivalent tothe noon buying rate in New York certified by the New York Federal Reserve Bankfor customs purposes on 10 May 2005. Overview of Micro Focus Micro Focus is a leading provider of legacy development and deployment softwarewith nearly 30 years of experience and well in excess of one million licensedusers and software used by over 70 companies within the 2004 Fortune "Global 100". Micro Focus' innovative software enables its customers to continue to useand extract value from investments in existing information technologyinfrastructure (i.e. "legacy" assets), including people and processes. Byexploiting the latest technologies and leveraging the strength of its partnersworldwide, Micro Focus' software enable its customers to improve theproductivity of application developers, take advantage of web services andmigrate existing applications from older platforms, such as the mainframe, tocontemporary platforms, such as Windows. As a result, Micro Focus' customers areable to reduce the cost of their information technology operations and improvethe flexibility of their businesses, while managing the risks associated withlegacy development and deployment. ENDS This announcement has been issued by and is the sole responsibility of thedirectors of Micro Focus International plc (the "Company"). The contents of thisannouncement have been approved by UBS Limited of 1 Finsbury Avenue, London EC2M2PP ("UBS" or "UBS Investment Bank") and by Goldman Sachs International ofPeterborough Court, 133 Fleet Street, London EC4A 2BB solely for the purposes ofsection 21(2)(b) of The Financial Services and Markets Act 2000. UBS and GoldmanSachs International are acting exclusively for the Company and Golden GateCapital and no-one else in connection with the proposed offer of shares in theCompany (the "Offer") and will not be responsible to anyone other than theCompany and Golden Gate Capital for providing the protections afforded toclients of UBS and Goldman Sachs International or for providing advice inrelation to the Offer. This announcement does not constitute or form part of any offer of securities,or constitute a solicitation of any offer to purchase or subscribe forsecurities, and any acquisition of or application for shares in the Offer shouldonly be made on the basis of information contained in the listing particulars(the "Listing Particulars") to be issued in due course in connection with theOffer, and any supplement or amendment thereto. The Listing Particulars willcontain certain detailed information about the Company and its management, aswell as financial statements and other financial data. This announcement is not for release, publication or distribution, directly orindirectly, in or into Australia, Canada, Japan or the United States. This announcement does not constitute an offer of securities for sale in anyjurisdiction, including the United States. The securities referred to hereinhave not been and will not be registered under the US Securities Act of 1933(the "Securities Act"), and may not be offered or sold in the United Statesunless they are registered under the Securities Act or pursuant to an availableexemption therefrom. No public offering of securities of the Company is beingmade in the United States. Certain statements in this announcement are "forward-looking statements". Theforward-looking statements can be identified by the use of forward-lookingterminology including the terms 'believes', 'plans', 'projects', 'targets', 'aims', 'would', 'could', 'anticipates', 'expects', 'intends', 'may' or 'will'and include statements that the Company makes concerning the intended results ofits strategy. The Company's actual results may differ materially from thosepredicted by the forward-looking statements. Subject to any obligations underthe listing rules of the UK Listing Authority following admission to theOfficial List of the London Stock Exchange, the Company undertakes no obligationto update publicly or revise forward-looking statements, except as required bylaw. Such statements are based on current expectations and are subject to anumber of risks and uncertainties that could cause actual results or events todiffer materially from those expressed or implied by the forward-lookingstatements. This does not constitute a recommendation concerning the Offer. The value ofshares can go down as well as up. Past performance is not a guide to futureperformance. Potential investors should consult a professional advisor as to thesuitability of any offering for the individual concerned. Stabilisation/FSA This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
MCRO.L