NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA OR JAPAN OR TO A RESIDENT, NATIONAL OR
CITIZEN OF AUSTRALIA, CANADA OR JAPAN.
This announcement is not a prospectus but an advertisement.
Investors should not purchase or subscribe for any shares referred
to in this announcement except on the basis of information in the
prospectus to be published by Sophos Plc ("Sophos") in due course
in connection with the admission of the ordinary shares in the
capital of Sophos to listing on the Official List of the Financial
Services Authority and to trading on London Stock Exchange plc's
main market for listed securities (the "London Stock Exchange").
Copies of the prospectus will, following publication, be available
from Sophos' registered office.
Intention to Float on the London Stock Exchange
Sophos, the international IT security and control company, today
announces its intention to proceed with an offer (the "Global
Offer") of ordinary shares (the "Shares") to institutional
investors internationally, and to seek admission of its Shares to
listing on the Official List of the Financial Services Authority
and to trading on the main market of the London Stock Exchange.
Sophos is a fast growing, international provider of solutions
that enable enterprises1 to secure and control their IT
infrastructure against threats such as computer viruses, spam,
spyware, hackers and policy abuse. Sophos reported billings of $167
million in the year ended 31 March 2007, and was identified by IDC
as the largest unlisted company in the $13.2 billion Secure Content
and Threat Management market.2 Its growth rates in
billings in the year ended 31 March 2007 of 23% and in the first
half of 2008 of 30% highlight its gains in market share when
compared to an annualised growth rate of 11.8% for the industry
sector.3 Sophos' products are used by approximately
65,000 customers in over 140 countries to protect an estimated 100
Increasingly open corporate networks, device proliferation, and
an always-on threat environment mean that security focus has
shifted from protecting the network perimeter to protecting the
endpoint (desktop/laptop). Complex individual product strategies
are being replaced by simple and coherent suites of products.
Sophos has designed a highly integrated endpoint security and
control solution for enterprises to address these industry needs.
Recent notable wins, several of which have displaced competitors,
include GE, which has purchased Sophos Endpoint Security and
Network Access Control solutions for use on up to 350,000 of its
Sophos provides solutions that enable enterprises all over the
world to secure and control their IT infrastructure. Sophos'
Endpoint Security and Network Access Control solutions simplify
security to provide an integrated defence against malware, spyware,
intrusions, unwanted applications and policy abuse. Sophos
complements these solutions with innovative email security and web
security products that filter traffic for security threats, spam
and policy infringements.
Founded in 1985 in Oxford, England, Sophos has a significant
management, research, development and sales presence in Europe and
North America and has 13 offices worldwide with approximately 1,115
With over 20 years of experience in helping enterprises protect
their IT assets, Sophos serves approximately 65,000 customers,
representing an estimated 100 million end-users in over 125
Focused on serving the enterprise market exclusively,
significant customers include GE, Revlon, Vodafone, Lockheed
Martin, Heinz and Marks & Spencer.
According to IDC, the market for Secure Content and Threat
Management Solutions for both enterprise and consumer markets will
grow from $13.2 billion in 2006 to an estimated $23.1 billion in
2011, representing a compound annual growth rate (CAGR) of
11.8%.4 Within this sector, IDC estimates that the
worldwide endpoint security market will grow from $4.9 billion in
2006 to $7.7 billion in 2011,5 representing a CAGR of
9.4%, and the Network Access Control market will grow from $802
million in 2006 to $3.8 billion in 2011, representing a CAGR of
Sophos believes that its Endpoint Security and Control solution
for enterprises is highly integrated and believes that features
such as single agent architecture, unified management console and
cross-platform support help to differentiate its product offering.
Furthermore, Sophos believes its leading offering in the emerging
Network Access Control market positions it to deliver a
comprehensive, integrated endpoint security and control
Sophos' business model is subscription based, which provides
enhanced revenue visibility and predictability. When a customer
order is booked, typically the customer is billed and pays the full
amount of the subscription price. The revenue is then recognised
rateably over the full length of the contract (typically 1-5
years), while many of the costs are incurred up-front.
Sophos management focus on three key metrics; billings, free
cashflow and deferred revenue.
||Year to 31 March
||6 Months to 30 Sept
|Free cashflow (US$m)**
|Deferred revenue (US$m)
*2007 over 2006 % increase
**Cash from operations less capital expenditure plus interest
Sophos' objective is to establish itself as the leading provider
of endpoint security and control solutions for enterprises
worldwide. To achieve this, Sophos intends to leverage its position
in the emerging Network Access Control market, maintain its
technology innovation and high quality of customer service and
enhance Sophos' presence in North America by investing in sales and
marketing. Management intend to expand the business both
organically and through strategic acquisitions.
Sophos is pleased to appoint Jonathan Brooks to the Board as
Senior Non-Executive Director and Chairman of the Audit Committee.
Jonathan Brooks, aged 51, also serves on the boards of Aveva Group
plc, E2V Technologies Plc, Xyratex Ltd and Frontier Silicon
Holdings Ltd and is Chairman of Picochip Inc. From 1995 to 2002, Mr
Brooks served as the Chief Financial Officer of ARM Holdings
Steve Munford, Chief Executive of Sophos,
"Since its inception in 1985, Sophos has demonstrated
consistent and sustained high growth - it is now a leading provider
of IT security solutions around the world, currently serving over
100 million end-users in over 125 countries. Becoming a listed
public company is a natural next step in our development. The
demand for our solutions continues to grow, and listing will enable
us to maximise our profile and take better advantage of the current
exciting opportunities within our market."
TA Associates, a leading private equity firm with nearly 40
years of experience investing in profitable growth companies, is a
minority investor in Sophos.
Morgan Stanley & Co. International plc ("Morgan Stanley") is
acting as sole global co-ordinator and sponsor of the Global Offer.
Deutsche Bank AG, London Branch, Morgan Stanley Securities Limited
and UBS Limited are acting as joint bookrunners of the Global
1 Sophos customers include large
corporations, small and mid-sized businesses, educational
institutions and government agencies. Sophos is one of the only
leading providers to focus exclusively on the enterprise market: it
does not market to consumers.
2 Source: IDC, "Worldwide Secure Content and
Threat Management 2007-2011 Forecast and 2006 Vendor Shares:
1+1=4," Doc # 207523, June 2007.
3 Source: IDC "Worldwide Secure Content and
Threat Management 2007-2011 Forecast and 2006 Vendor Shares 1+1=4,"
Doc # 207523, June 2007. CAGR of 11.8% represents time period from
4 Source: IDC, "Worldwide Secure Content and
Threat Management 2007-2011 Forecast and 2006 Vendor Shares 1+1=4,"
Doc # 207523, June 2007.
5 Source: IDC, "Worldwide Secure Content and
Threat Management 2007-2011 Forecast and 2006 Vendor Shares: 1 + 1
= 4," Doc # 207523, June 2007.
6 Source: IDC, "Worldwide Network Access
Control 2007-2011 Forecast: Organisations Get the Knack for NAC,"
Doc # 206966, June 2007.