Micro Focus International plc Update on Return of Value (0201X)
April 25 2019 - 2:01AM
UK Regulatory
TIDMMCRO
RNS Number : 0201X
Micro Focus International plc
25 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
25 April 2019
Micro Focus International plc
Update on Return of Value
Further to the announcement on 1 April 2019 relating to the
proposed return of value of an aggregate amount in pounds sterling
equivalent to $1.8 billion (the "Return of Value") to holders of
its Ordinary Shares and American Depositary Shares representing
Ordinary Shares ("ADS") by way of a B Share Scheme, Micro Focus
International plc ("Micro Focus" or "the Group", LSE: MCRO.L, NYSE:
MFGP) announces that the exchange rate to be used for the Return of
Value will be US$1.295211 to GBP1.00.
Accordingly, the aggregate amount of the Return of Value shall
be GBP1.389735 billion and, based on the current number of Ordinary
Shares in issue (excluding shares held in treasury) of 413,784,754,
the Return of Value will amount to 335.859391 pence per Ordinary
Share (or ADS representing such Ordinary Share).
The Return of Value and associated Share Capital Consolidation
are subject to approval from Micro Focus shareholders by way of a
special resolution at the General Meeting to be convened on 29
April 2019 at 9.00 a.m. at Numis Securities Limited, 10 Paternoster
Square, London EC4M 7LT.
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 ADS.
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 ADS 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 ADS.
Undefined capitalised terms have the same meanings as defined in
the announcement on 1 April 2019.
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
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of Micro Focus.
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 and the
United States 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.
About Micro Focus
Micro Focus (LSE: MCRO.L, NYSE: MFGP) is a global enterprise
software company supporting the technology needs and challenges of
the Global 2000. Our solutions help organizations leverage existing
IT investments, enterprise applications and emerging technologies
to address complex, rapidly evolving business requirements while
protecting corporate information at all times. Our product
portfolios are Security, IT Operations Management, Application
Delivery Management, Information Management & Governance and
Application Modernization & Connectivity. For more information,
visit: www.microfocus.com
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
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