Cash Placing of Shares at £7.45 Each
Future Network PLC
24 March 2000
This announcement is not for release, publication or distribution
in the United States, Canada, Australia or Japan or to US persons
The Future Network plc ('Future')
Sale of 14,454,540 ordinary shares ('Ordinary Shares') of 1 pence
of Future (the 'Existing Ordinary Shares') (the 'Cash Placing')
Summary
* The Future Network plc, a leading publisher of video game,
home computing and other specialist consumer magazines and
internet web sites in Europe and the US, today announces the
proposed sale of 14,454,540 Ordinary Shares principally by
funds advised and managed by Apax Partners & Co. Ventures Ltd
(the 'Apax Funds'). The placing price is £7.45;
* In view of the sale of the Existing Ordinary Shares by the
Apax Funds, Barbara Manfrey and Paul Fitzsimons (who are
directors of Apax Partners & Co. Ventures Ltd) have decided
to retire from the board as non-executive directors of Future
following the Annual General Meeting in May;
* Morgan Stanley & Co. International Limited is acting as lead
manager and bookrunner of the Cash Placing;
* The Cash Placing is expected to complete on 31 March 2000.
Greg Ingham, Chief Executive of Future, commented:
'We always knew that Apax would not be long term shareholders in
Future, but we are grateful for the support they have given us
since the buyout from Pearson in 1998. We have achieved a great
deal since that time and we are now a stronger and a much more
international business than we were two years ago. We are
confident of the outlook for Future and look forward to
progressing the very exciting plans we have in place for the year
ahead.'
The Cash Placing
Further to the announcement made by Future on 20 March 2000,
Future announces that the Apax Funds and a fund formerly advised
and managed by Apax Partners & Co. Ventures Ltd. are proposing
to sell 14,454,540 Existing Ordinary Shares in the Cash Placing
which sale represents all but a small proportion of Apax's
remaining shareholding in Future retained for tax related reasons.
Apax has been carrying out an orderly sell down of its investment
in Future, starting with the IPO in June, the follow-on secondary
in October and this sale and it is envisaged that Apax's residual
holding will be sold in due course.
In view of the sale of the Existing Ordinary Shares by the Apax
Funds, Barbara Manfrey and Paul Fitzsimons (who are directors of
Apax Partners & Co. Ventures Ltd) have decided to retire from the
board as non-executive directors of Future following the Annual
General Meeting in May. Future would like to thank Barbara and
Paul for their valuable contribution since 1998.
Details of the Cash Placing
Following completion of the marketing of the Cash Placing, a
placing agreement (the 'Placing Agreement') has been entered into
between the sellers and Morgan Stanley & Co. International
Limited ('MSIL'). Pursuant to this Placing Agreement MSIL has
agreed to procure purchasers for, or failing which itself to
purchase, the 14,454,540 Ordinary Shares at a placing price of
£7.45 per Existing Ordinary Share. The placing price was
determined by agreement between the Apax Funds and MSIL in the
light of the last sales price for the Ordinary Shares on the
Official List of the London Stock Exchange on 23 March 2000.
The Cash Placing is subject to certain conditions including the
absence of any breach of representation or warranty under the
Placing Agreement and there being no material change in the
condition (financial or otherwise) or prospects of Future and its
subsidiaries. In addition, MSIL may terminate the Placing
Agreement at any time in certain circumstances.
For further information contact:
Morgan Stanley & Co. International Limited:
John Hyman 020 7425 5000
Hogarth Partnership Limited:
James Longfield 020 7357 9477
This announcement has been issued by and is the sole
responsibility of The Future Network plc ('the Company') and has
been approved for the purposes of Section 57 of the Financial
Services Act 1986 by Morgan Stanley & Co. International Limited,
which is regulated in the United Kingdom by The Securities and
Futures Authority Limited. Morgan Stanley & Co. International
Limited is acting for the Company and the sellers of the shares
mentioned in this announcement and is not acting for any other
person in connection with the proposed offer of shares, and will
not be responsible for providing to any other person the
protections afforded to customers of Morgan Stanley & Co.
International Limited or for providing advice in relation to the
proposed placing.
This announcement does not form part of any offer of securities,
or constitute a solicitation of any offer to purchase securities.
The information contained herein is not for publication or
distribution to persons in the United States of America. The
securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended, and
may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom.
Notes to Editors:
The Future Network was founded in the UK in 1985. Today Future
publishes 122 magazines worldwide and has extensive online
activities attracting over 4.6 million unique users and generating
over 56 million page views per month. Future is the world's
fastest growing major publisher; is a leading publisher of video
games and home computing magazines in the UK, France, Italy and
the US; and, ranks as the fourth largest magazine publisher in the
UK. Future employs over 1,400 people in offices in Bath, London,
San Francisco, New York, Paris, Milan, Munich and Rotterdam.
Future was floated on the London Stock Exchange in June 1999 and
has a current market capitalisation of around £1 billion.
Future's internet activities (FutureNet) serve the PC, Mac, Games,
Music and Football communities in the US and the UK with sites
like maximumpc, macdaily, dailyradar, intermusic, and ufn.co.uk.
Future's websites and web networks provides rich, community and
information-based services to people in these and related markets
worldwide. The network model is simple, but effective: aggregate
content (from Future's own magazines and from other sites which
become affiliated into the online networks) and provide services
(such as e-commerce, auctions, e-mail and discussion forums) to
build high traffic in concentrated areas that will be of great
value to marketers.