TIDMMCRO
RNS Number : 5768U
Micro Focus International plc
01 April 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
1 April 2019
Micro Focus International plc
Proposed Return of Value of the pounds sterling equivalent of
US$1.8 billion
0.8296 Share Capital Consolidation
Posting of Circular and Notice of General Meeting
Further to the announcement by Micro Focus International plc
("Micro Focus" or "the Company" or "the Group", LSE: MCRO.L, NYSE:
MFGP) on 15 March 2019 relating to the completion of the disposal
of the SUSE business (the "Disposal"), Micro Focus announces today
a proposed return of value of an aggregate amount in pounds
sterling equivalent to US$1.8 billion (the "Return of Value") to
holders of its Ordinary Shares and American Depositary Shares
representing Ordinary Shares ("ADSs") by way of a B Share Scheme.
This is in addition to the US$510 million of share buy-backs
undertaken since August 2018. Micro Focus has also determined that
a debt repayment of US$200 million will be made shortly.
Based on the current number of ordinary shares in issue
(excluding shares held in treasury) of 410,386,596, the Return of
Value will equate to the pounds sterling equivalent of
approximately $4.33 to $4.39 per Ordinary Share, depending on the
number of Ordinary Shares being issued pursuant to the Micro Focus
Share Plans between the date of this announcement and the B Share
Scheme Record Time. It is expected that the exchange rate to be
used for the Return of Value will be announced by 7.00 a.m. on 26
April 2019 and that completion of the B Share Scheme will occur on
29 April 2019, with settlement taking place during May.
Micro Focus will also effect a Share Capital Consolidation and
an equivalent consolidation of the ADSs in connection with the B
Share Scheme in order that the market price for Ordinary Shares and
ADSs is not materially affected by the implementation of the B
Share Scheme. Shareholders will receive 0.8296 New Ordinary Shares
for each Existing Ordinary Share held at the B Share Scheme Record
Time, this ratio being set by reference to the average closing
mid-market price (as derived from the daily official list of London
Stock Exchange plc) for the five Business Days prior to the date of
this announcement and an exchange rate of US$1.00:GBP0.7679 (being
the Bloomberg FX Fixings closing spot exchange rate at 4.30 p.m.
(UK time) on 29 March 2019).The Share Capital Consolidation is
conditional upon Admission and is expected to take effect at 8.00
a.m. (UK time) on 30 April 2019, in respect of the Ordinary Shares
and 9.30 a.m. (New York City time) on 30 April 2019 in respect of
the ADSs, the Business Day following the redemption of the B
Shares.
The Return of Value and associated Share Capital Consolidation
require the approval of Micro Focus shareholders by way of special
resolution. The Circular relating to the Return of Value is now
available to view on Micro Focus' website (www.microfocus.com). A
hard copy of the Circular and Form of Proxy will be posted to Micro
Focus shareholders shortly, containing further details of the
Return of Value and Share Capital Consolidation and containing a
notice convening a General Meeting on 29 April 2019 at 9.00 a.m. at
Numis Securities Limited, 10 Paternoster Square, London EC4M
7LT.
Expected timetable of events:*
Voting record date for ADS Holders 25 March 2019
Posting and publication of the Circular and 1 April 2019
Notice of General Meeting
Latest time for receipt of ADS proxy instructions 11.59 p.m. (New
by telephone and internet York City time)
on 17 April 2019
Latest time for receipt of ADS proxy cards 10.00 a.m. (New
York city time)
on 18 April 2019
Latest time and date for receipt of Forms of 9.00 a.m. on 25
Proxy, electronic proxy voting and CREST Proxy April 2019
Instructions from Ordinary Shareholders for
the General Meeting
Announcement of US$/GBP exchange rate for Return by 7.00 a.m. on
of Value 26 April 2019
General Meeting 9.00 a.m. on 29
April 2019
Latest time and date for dealings in Existing 6.00 p.m. on 29
Ordinary Shares, Existing Ordinary Share register April 2019
closed and Existing Ordinary Shares disabled
in CREST
Record Time for B Share Scheme and Share Capital 6.00 p.m. on 29
Consolidation in respect of Existing Ordinary April 2019
Shares
B Shares issued 7.00 p.m. on 29
April 2019
Latest time and date for dealings in ADSs, ADS 4.00 p.m. (New York
register closed and ADSs disabled for transfer City time) on 29
April 2019
Effective B Share Scheme record time for ADSs 4.00 p.m. (New York
City time) on 29
April 2019
B Shares redeemed 11.59 p.m. on 29
April 2019
Share Capital Consolidation effected and New 8.00 a.m. on 30
Ordinary Shares admitted to the premium segment April 2019
of the Official List and to trading on the Main
Market for listed securities
Effective time of ADS consolidation and commencement 9.30 a.m. (New York
of trading in New ADSs City time) on 30
April 2019
Despatch of cheques or CREST accounts credited by 13 May 2019
(as appropriate) in respect of Existing Ordinary
Shares for the proceeds of the redemption of
the B Shares and, where applicable, despatch
of cheques or CREST accounts credited in respect
of Existing Ordinary Shares for fractional entitlements
arising from the Share Capital Consolidation
Despatch of share certificates and ADRs in respect by 13 May 2019
of New Ordinary Shares and New ADSs
DTC accounts credited to ADSs held electronically by 20 May 2019
for the proceeds of the redemption of the B
Shares and, where applicable, fractional entitlements
arising from the Share Capital Consideration
Despatch of cheques to ADS Holders or credit by 20 May 2019
of proceeds to ADSs held in book-entry form
(as appropriate) for the proceeds of the redemption
of the B Shares and, where applicable, despatch
of cheques to ADS Holders or credit of proceeds
to ADSs held in book-entry form (as appropriate)
for fractional entitlements arising from the
Share Capital Consolidation
* References to times in this announcement are to London time
unless otherwise stated.
Settlement
Shareholders will receive their proceeds under the Return of
Value in pounds sterling other than the ADS Holders whose proceeds
will be converted into US dollars by the Depositary, having regard
to the prevailing exchange rate at the time of conversion, which is
expected to be on the B Share Scheme Payment Date for the Ordinary
Shares.
Under the expected timetable of events, shareholders entitled to
receive payments in respect of the proceeds from the B Share Scheme
will be sent cheques or, if shareholders hold their Existing
Ordinary Shares in CREST or ADSs through DTC, will have their CREST
or DTC accounts credited, as applicable, by the B Share Scheme
Payment Date, which is currently expected to be on or before 13 May
2019 in respect of Ordinary Shares and, in order to allow for the
conversion from pounds sterling to US dollars by the Depositary, on
or before 20 May 2019 in respect of the ADSs.
The ISIN of the Existing Ordinary Shares is GB00BD8YWM01 and the
ADSs is US5948373049. Following the completion of the Return of
Value and Share Capital Consolidation completes, the ISIN of the
New Ordinary Shares will be GB00BJ1F4N75 and the New ADSs will be
US5948374039.
General Meeting
The resolution to approve the B Share Scheme and to amend the
Company's articles of association will be proposed at the General
Meeting as a special resolution, the passing of which requires at
least 75 per cent. of the shares voted (whether in person or by
proxy) to be cast in favour.
Copies of the Circular may be inspected free of charge at Micro
Focus' website (www.microfocus.com) and will be made available for
inspection during business hours on any weekday (Saturdays, Sundays
and bank holidays excepted) at the offices of Travers Smith LLP, 10
Snow Hill, London EC1A 2AL up to and including 29 April 2019 and
will also be available for inspection at the General Meeting for at
least fifteen minutes prior to and during the General Meeting.
A copy of the Circular will also be submitted to the National
Storage Mechanism, where it will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM.
This preceding summary should be read in conjunction with the
full text of the Circular.
For further information, please contact:
Enquiries: Tel: +44 (0) 1635 32646
Micro Focus
Kevin Loosemore, Executive Chairman
Stephen Murdoch, Chief Executive Officer
Brian McArthur-Muscroft, Chief Financial
Officer
Tim Brill, IR Director
Numis (Corporate Broker and Financial Adviser) Tel: +44 (0) 20 7260
1000
Simon Willis
Tom Ballard
Jonathan Abbott
Powerscourt Tel: +44 (0) 20 7250
1446
Elly Williamson
Celine MacDougall
Definitions
Admission the admission of the New Ordinary
Shares to the premium listing segment
of the Official List becoming effective
in accordance with the Listing Rules
and to trading on the London Stock
Exchange's main market for listed
securities becoming effective in accordance
with the Admission and Disclosure
Standards and listing of the New ADSs
on the NYSE, as applicable;
B Share Scheme the proposed transactions comprising
the return of value by way of the
issuance of the B Shares, the redemption
of the B Shares and the Share Capital
Consolidation;
B Share Scheme Payment on or before 13 May 2019 in respect
Date of Ordinary Shares and on or before
20 May 2019 in respect of ADSs (in
each case, or such other dates as
the Directors in their absolute discretion
may determine but being, in any event,
dates within 25 days of the Admission),
being the dates on which the redemption
proceeds in respect of the B Share
Scheme will be sent to relevant shareholders;
B Share Scheme Record 6.00 p.m. on 29 April 2019 (or such
Time other date as the Directors in their
absolute discretion may determine);
Business Day any day other than a Saturday, Sunday
or public holiday in England and Wales
or, where the context requires, New
York City;
CREST the system of paperless settlement
of trades in securities and the holding
of uncertificated securities operated
by Euroclear UK and Ireland Limited
in accordance with the Uncertificated
Securities Regulations 2001;
Depositary Deutsche Bank Trust Company Americas;
Directors the directors of the Company;
DTC The Depository Trust Company;
General Meeting the general meeting of the Company
to be held at Numis Securities Limited,
10 Paternoster Square, London EC4M
7LT at 9.00 a.m. on 29 April 2019,
or any adjournment thereof, to consider
and, if thought fit, approve the Resolution,
notice of which is set out at the
end of this Circular;
Micro Focus Share Plans the Micro Focus Incentive Plan 2005,
the Micro Focus Sharesave Plan 2006,
the Micro Focus Employee Stock Purchase
Plan 2006, the Seattle Spinco, Inc
2017 Share Incentive Plan, the Micro
Focus Deferred Share Bonus Plan and
the Micro Focus Additional Share Grant
Programme;
New ADSs the American Depositary Shares representing
New Ordinary Shares following the
Share Capital Consolidation;
New Ordinary Shares the ordinary shares of 10 pence each
in the capital of the Company to be
created as a result of the Share Capital
Consolidation;
Ordinary Shares the ordinary shares of 10 pence each
in the share capital of the Company;
Share Capital Consolidation the proposed consolidation, subdivision
and redesignation of Micro Focus'
share capital in connection with the
Return of Value; and.
Shareholders the holders of Ordinary Shares or
ADSs, as applicable, from time to
time and, where the context so requires,
holders of B Shares and/or Deferred
Shares.
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of Micro Focus. This announcement introduces the
proposals contained in the Circular, which should be read by
shareholders before taking a decision. The announcement is not a
summary of the proposals and should not be regarded as a substitute
for reading the Circular.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities pursuant to this announcement
or otherwise.
This announcement has been prepared in accordance with English
law, the EU Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules of the UKLA and information disclosed may not be
the same as that which would have been prepared in accordance with
the laws of jurisdictions outside England.
The release, publication or distribution of this announcement
in, into or from jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCWGUCPWUPBGMG
(END) Dow Jones Newswires
April 01, 2019 02:00 ET (06:00 GMT)
Micro Focus (LSE:MCRO)
Historical Stock Chart
From Apr 2024 to May 2024
Micro Focus (LSE:MCRO)
Historical Stock Chart
From May 2023 to May 2024