Pricing and Allocation
Arc International PLC
21 September 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
OR INTO, THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
ARC INTERNATIONAL PLC
PRICING AND ALLOCATION
Following completion of the global bookbuilding exercise on 20 September
2000, ARC International plc today announces:
Pricing and valuation
* Offer price has been set at 210p per Ordinary Share.
* Net proceeds to the Company from the Global Offer of approximately
£103.3 million.
* Market capitalisation of the Company is approximately £545.9 million at
the offer price.
* Global Offer of 75,000,000 Ordinary Shares, representing 29% of the
total enlarged ordinary share capital of ARC International plc, of
which 54,000,000 new Ordinary Shares are to be issued by the Company and
21,000,000 existing Ordinary Shares are to be sold by selling
shareholders. In addition the Company has granted Goldman Sachs
International an over-allotment option of an additional 11,250,000 new
Ordinary Shares.
* The Company's employees will subscribe for 435,791 Ordinary Shares at an
offer price of 200p per share pursuant to the Employee Offer.
On 25 August 2000, ARC International announced its intention to seek a
listing on the London Stock Exchange.
ARC International is a leading designer and developer of customisable, high-
performance microprocessor cores and related intellectual property solutions
for integrating microprocessors with embedded systems applications. ARC
International has designed Tangent, an application-specific processor which
can be customised for use in a wide variety of increasingly sophisticated
products, including telecommunications, voice and data networking, and
consumer electronic products.
Goldman Sachs International is sole global co-ordinator, bookrunner and
sponsor. Goldman Sachs International and UBS Warburg are joint lead managers.
Co-managers for the Global Offer are Robertson Stephens International, Chase
H&Q, Dain Rauscher Wessels and Nomura International.
NewMedia Investors Ltd acted as adviser to management for the Global Offer.
Commenting, Bob Terwilliger, Chief Executive:
'We are encouraged by the very heavy level of subscription in our initial
public offering which will enable the Company to fund its rapid pace of
growth.'
Expected timetable for dealings
* Commencement of conditional dealings 8.00 am, 21 September 2000
* Ordinary Shares credited to CREST accounts 28 September 2000
* Admission and expected commencement of
unconditional dealings 8.00 am, 28 September 2000
Enquiries:
Citigate Dewe Rogerson 020 7638 9571
Andy Cornelius
Sue Pemberton
This announcement has been issued by and is the sole responsibility of ARC
International plc ('ARC International') and has been approved by Goldman
Sachs International solely for the purposes of Section 57 of the Financial
Services Act 1986 of the United Kingdom. Goldman Sachs International, which
is regulated by The Securities and Futures Authority Limited, is acting for
ARC International in connection with the offer referred to in this
announcement and no-one else and will not be responsible to anyone other than
ARC International for providing the protections afforded to customers of
Goldman Sachs International nor for providing advice in connection with the
offer.
This announcement does not constitute or form part of an offer or any
solicitation of an offer for shares in ARC International. Any such offer or
solicitation will be made in listing particulars published in connection with
the proposed offer and any acquisition of shares should be made solely on the
basis of information contained in those listing particulars.
The shares referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the 'Securities Act') and may
not be offered or sold in the United States or to or for the benefit of U.S.
persons unless they are registered under the Securities Act or pursuant to an
exemption from such registration. No public offering of ARC International
shares shall be made in the United States.
Stabilisation/FSA
Notes to Editors
ARC International plc ('ARC International' or the 'Company') is a leading
designer and developer of customisable, high-performance microprocessor cores
and related intellectual property solutions for integrating microprocessors
with embedded systems applications. The Company has designed Tangent, an
application-specific processor which can be customised for use in a wide
variety of increasingly sophisticated products, including telecommunications,
voice and data networking, and consumer electronics products.
Using the Company's ARChitect software, customers are able to rapidly design
and configure the Tangent processor. Customers are also able to develop
embedded systems applications for the Tangent processor using the Company's
SeeCode software tool chain. In addition, the Tangent processor can be
repeatedly tested and verified by the customer at each stage of development,
including pre- and post-fabrication, to ensure that it is optimised and
properly configured to satisfy each customer's requirements. The Tangent
processor can be manufactured with any semiconductor silicon process, thereby
enabling customers to select the foundry of their choice.
The Company licenses its Tangent processor and related intellectual property
solutions to system original equipment manufacturers and semiconductor
vendors, including fab or fabless semiconductor manufacturers (companies with
or without the ability to manufacture semiconductors). The Company's
licensees include, among others, Austrian Mikro System, BrightCom, Chameleon
Systems, Fujitsu Microelectronics, Hyperchip, MOSAID Technologies,
PixelFusion, SanDisk, Sierra Imaging, Stream Machine, Texas Instruments,
TopLayer Networks, Vitesse and Xemics.
The Company's principal offices are located in Elstree, England. These
principal offices also include research and development and sales facilities.
The Company has three additional research and development offices located in
Canada and the United States. The Company also has sales offices across the
United States and in Canada, France, Germany, Israel and Sweden, as well as
direct sales representation across the United States and in Japan.