Dr. Solomon's Group PLC Files Registration Statement for an Offering of American Depositary Shares

Business Wire, Nov 12, 1996

NEW YORK--(BUSINESS WIRE)--Nov. 12, 1996--Dr. Solomon's Group PLC ("the Company") announced today that it has filed a registration statement with the Securities and Exchange Commission in relation to an underwritten U.S. offering of American Depositary Shares ("ADSs") of the Company.

The U.S. offering is part of a global offering by the Company ("the Offering") which also includes an international offering. The Offering is expected to comprise approximately 17.1 million ordinary shares all in the form of ADSs, each ADS representing three ordinary shares, nominal value Pounds Sterling 0.01 per ordinary share.

Approximately 70% of the shares in the Offering are to be sold by the Company. The remaining 30% are to be sold by existing shareholders including management and institutional investors. Upon consummation of the Offering and before an over-allotment option, existing institutional investors will own 24.9% of the ordinary shares of the Company, management will own 24.4% and employees will own 19.7%.

A portion of the net proceeds of the Offering will be used to repay borrowings arising from the management buyout. Remaining proceeds will be used for general corporate purposes, including the expansion of the Company's North American sales and marketing organization and increased investment in the Company's research and product development operations.

The Offering is expected to take place in the week commencing Nov. 25. Goldman, Sachs & Co. is Lead Manager of the U.S. offering and Goldman Sachs International is Lead Manager of the International offering. Hambrecht & Quist is co-lead manager of both offerings.

Prior to the Offering there has been no active public market for the ADSs or the ordinary shares of the Company in the United States or elsewhere.

It is currently estimated that the initial public offering price per ADS will be between $15 and $17.

The Company develops, markets and supports anti-virus software programs for personal computers and PC networks. The Company's principal product line is the "Dr. Solomon's Anti-Virus Toolkit" family of anti-virus software programs. The Toolkit detects, identifies and eradicates more than 10,000 known computer viruses representing substantially all of the entire known universe of viruses, while minimizing false alarms, maximizing speed of operation and minimizing obtrusiveness in use of system resources. The Company currently licenses the Toolkit to more than 85,000 customers worldwide.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

For copies of the preliminary prospectus contact: The Prospectus Department, Goldman, Sachs & Co., 85 Broad St., New York NY 10004, phone 212/902-1172.

CONTACT: Shandwick Consultants Limited

Rebecca Iveson/Monique Dumas, 44-171-329-0096