Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
Month of: July 2018
Commission
File Number: 333-219678
MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
The Lawn, 22-30 Old Bath Road
Newbury, Berkshire
RG14 1QN
United Kingdom
+44 (0) 1635-565-459
(Address of principal executive office)
Indicate
by check mark whether this registrant files or will file annual
reports under cover of Form 10-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
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Exhibit No.
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Exhibit Description
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99.1
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Proposed
sale of the SUSE Business, dated 02 July 2018
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2
July 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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 OF THAT JURISDICTION
Micro Focus International plc
Proposed sale of the SUSE Business for $2.535 billion
Micro Focus International plc ("the Company" or "Micro Focus", LSE:
MCRO.L, NYSE: MFGP), the global infrastructure software business,
is pleased to announce that it has agreed definitive terms to sell
its SUSE business segment (the "SUSE Business") to Blitz 18-679
GmbH (the "Purchaser"), a newly incorporated indirectly
wholly-owned subsidiary of EQTVIII SCSp ("EQT") which is advised by
EQT Partners, for a total cash consideration of $2.535 billion (the
"Disposal Consideration") (the "Transaction") on a cash and debt
free basis and subject to normalisation of working
capital.
Transaction highlights
●
Micro Focus International plc
announces that it has agreed definitive terms for the sale of the
SUSE Business for a total cash consideration of $2.535 billion, on
a cash and debt free basis and subject to normalisation of working
capital.
●
The SUSE Business, a pioneer in Open
Source software, develops, markets and supports an enterprise grade
Linux operating system, Open Source software-defined infrastructure
and application delivery solutions that give enterprises greater
control and flexibility over their IT systems.
●
Micro Focus believes the Disposal
Consideration represents a highly attractive enterprise valuation
for the SUSE Business at approximately 7.9x revenue and 26.7x
Adjusted Operating Profit of the SUSE Business for the twelve
months ended 31 October 2017.
●
Micro Focus believes EQT provides a
strong long term investor for the SUSE Business and allows Micro
Focus to continue to focus upon its longstanding and consistent
strategy of delivering value to customers and shareholders through
effective management of infrastructure software assets in an
increasingly consolidating sector.
●
The net proceeds will be used in part
to pay any tax arising from the Transaction and to repay a
proportion of the existing Micro Focus Group debt. The remainder of
the net proceeds will be used for general corporate purposes and/or
returned to Shareholders through whatever mechanism the Board may in its discretion
determine at the relevant time.
●
Completion of the Transaction is
currently expected in the first quarter of Calendar Year
2019.
Kevin Loosemore, Executive Chairman of Micro Focus,
commented:
"Micro Focus started working
with the SUSE Business in November 2014, following our acquisition
of The Attachmate Group. At the time of the acquisition, the
SUSE Business represented just over a fifth of the revenues of The
Attachmate Group, which we acquired for $2.35 billion. It was
clear from the outset that the SUSE Business was an outstanding
business with great people, great customers and fantastic products
in a vibrant and dynamic market. In the three and a half
years since that time we have invested significantly in the SUSE
Business. Executing as a separate product portfolio has enabled
Nils Brauckmann, CEO SUSE, and the team to deliver against the SUSE
Business growth charter and enabled the SUSE Business to become a
market leader in enterprise-grade, open source software-defined
infrastructure and application delivery solutions to the benefit of
customers and partners.
We are therefore delighted that this investment has generated
substantial Shareholder value and provided further vindication of
our portfolio approach to software management.
The Transaction delivers compelling value for Micro Focus and
provides the SUSE Business with a strong, long-term investor to
support it in its next phase of growth.
We will evaluate how best to deploy the net proceeds of the
Transaction for the benefit of Shareholders over the coming
months."
As previously announced, Micro Focus will issue its interim results
for the six months ended 30 April 2018 on Wednesday 11 July 2018.
The interim results analyst presentation will be webcast live and
the recording will be posted on the Micro Focus website,
https://investors.microfocus.com/.
Due to the value of the Transaction relative to the market
capitalisation of Micro Focus, the Transaction is classified as a
Class 1 transaction pursuant to the Listing Rules. As a result,
Shareholder approval is required.
A circular containing further details of the Transaction and
containing a notice convening a general meeting will be sent to
Shareholders as soon as practicable which is currently anticipated
to be by the end of July 2018. This preceding summary should be
read in co
njunction with the
full text of the following announcement and its appendices,
together with the circular.
Enquiries:
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Micro Focus
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Tel: +44 (0) 1635 32646
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Kevin Loosemore, Executive Chairman
Stephen Murdoch, Chief Executive Officer
Chris Kennedy, Chief Financial Officer
Tim Brill, IR Director
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Numis (Sponsor, Financial Adviser and Corporate
Broker)
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Tel: +44 (0) 20 7260 1000
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Alex Ham
Simon Willis
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SCA (Financial Adviser)
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Tel: +44 (0) 20 3709 9501
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Glyn Lloyd
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Powerscourt
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Tel: +44 (0)20 7250 1446
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Elly
Williamson
Celine
MacDougall
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Notes to Editors:
1.
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. SUSE, a pioneer in Open Source software,
provides reliable, interoperable Linux, Software Defined
Infrastructure and Application Delivery platforms that give
customers greater control and flexibility while reducing cost. For
more information, visit: www.suse.com.
IMPORTANT NOTICE
This announcement has been issued by and is the sole responsibility
of Micro Focus. The information contained in this announcement is
for background purposes only and does not purport to be full or
complete. The information in this announcement is subject to
change.
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.
Notice to all investors
Numis Securities Limited ("Numis"), which is authorised in the
United Kingdom under the Financial Services and Markets Act 2000
(as amended) and which is regulated by the Financial Conduct
Authority, is acting as sole sponsor, corporate broker and
financial adviser in connection with the Transaction. Numis is
acting exclusively for Micro Focus in connection with the
Transaction and for no-one else and will not be responsible to
anyone other than Micro Focus for providing the protections
afforded to the clients of Numis nor for providing any advice in
relation to the Transaction or the contents of this announcement or
any transaction, arrangement or matter referred to herein. To the
fullest extent permitted by law, neither Numis nor any of its
connected persons owe any duty to the recipient whether in
contract, in tort (including negligence), under statute or
otherwise with respect to or in connection with the recipient's use
of this announcement.
No person has been authorised to give any information or make any
representations to Shareholders with respect to the Transaction
other than the information contained in this announcement and, if
given or made, such information or representations must not be
relied upon as having been authorised by or on behalf of Micro
Focus or the Directors or by Numis or any other person involved in
the Transaction. None of the above take any responsibility or
liability for, and can provide no assurance as to the reliability
of, other information that you may be given. Subject to the Listing
Rules, the Prospectus Rules, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules, neither the delivery of
this announcement nor holding the general meeting relating to the
Transaction shall, under any circumstances, create any implication
that there has been no change in the affairs of Micro Focus or the
SUSE Business since the date of this announcement or that the
information in this announcement is correct as at any time
subsequent to its date.
The contents of this announcement are not to be construed as legal,
business or tax advice. Each Shareholder should consult its own
legal adviser, financial adviser or tax adviser for legal,
financial or tax advice respectively.
Caution concerning forward-looking statements
Information set forth in this announcement (including information
incorporated by reference in this announcement), oral statements
made regarding the Transaction, and other information published by
Micro Focus or the SUSE Business may contain certain statements
about Micro Focus and the SUSE Business that constitute or are
deemed to constitute "forward-looking statements" (including within
the meaning of the US Private Securities Litigation Reform Act of
1995). The forward-looking statements contained in this
announcement may include, but are not limited to, statements about
the expected effects on Micro Focus and the SUSE Business of the
Transaction, the anticipated timing and benefits of the
Transaction, Micro Focus' and the SUSE Business' anticipated
standalone or combined financial results and outlooks and all other
statements in this announcement other than historical facts.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"intends", "will", "likely", "may", "anticipates", "estimates",
"projects", "should", "would", "expect", "positioned", "strategy",
"future" or words, phrases or terms of similar substance or the
negative thereof, are forward-looking statements. These statements
are based on the current expectations of the management of Micro
Focus or the SUSE Business (as the case may be) and are subject to
uncertainty and changes in circumstances and involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in such forward-looking statements.
As such, forward-looking statements should be construed in light of
such factors. Neither Micro Focus nor the SUSE Business, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur
or that if any of the events occur, that the effect on the
operations or financial condition of Micro Focus or the SUSE
Business will be as expressed or implied in such forward-looking
statements. Forward-looking statements contained in this
announcement based on past trends or activities should not be taken
as a representation that such trends or activities will necessarily
continue in the future. In addition, these statements are based on
a number of assumptions that are subject to change.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Risks, uncertainties and
assumptions include, but are not limited to: the satisfaction of
the conditions to the Transaction and other risks related to
Completion and actions related thereto; Micro Focus' and the
Purchaser's ability to complete the Transaction on the anticipated
terms and schedule, including the ability to obtain Shareholder or
regulatory approvals; general business and economic conditions
globally, industry trends, competition, changes in government and
changes in regulation and policy; changes in Micro Focus' business
strategy; political and economic uncertainty; future capital
expenditures, expenses, revenues, earnings, operational
efficiencies, economic performance, indebtedness, financial
condition, losses and future prospects of Micro Focus; business and
management strategies and the expansion and growth of the
operations of Micro Focus; the risk that disruptions from the
Transaction will impact Micro Focus' business, as well as other
factors as may be identified in the circular to be published in
relation to the Transaction. However, it is not possible to predict
or identify all such factors. Consequently, while the list of
factors presented here is considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties.
Forward-looking statements included herein are made as of the date
hereof. Subject to any requirement under applicable law (including
as may be required by the Market Abuse Regulation, the Prospectus
Rules, the Listing Rules and the Disclosure Guidance and
Transparency Rules, as applicable), Micro Focus is not under any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future/subsequent events or
otherwise. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
announcement.
Neither the content of the Micro Focus website nor any other
website accessible via hyperlinks on such website, is incorporated
into, or forms part of, this announcement.
Proposed sale of the SUSE Business for $2.535 billion
1. INTRODUCTION
Micro
Focus, the global infrastructure software business, today announces
that it has reached a definitive agreement for the sale of the SUSE
Business to the Purchaser, a newly incorporated indirectly
wholly-owned subsidiary of EQTVIII SCSp, for a total consideration
of $2.535 billion payable in cash on Completion, subject to
customary completion accounts adjustments based on the amount of
debt, cash and working capital in the SUSE Group, in each case as
at Completion.
Prior
to Completion, the SUSE Business will be separated from the
Continuing Group pursuant to the terms of the Transaction Agreement
and an agreed separation plan. This is expected to take up to
approximately six to nine months from signing of the
Transaction.
Due to
the value of the Transaction relative to the market capitalisation
of Micro Focus, the Transaction is classified as a Class 1
transaction pursuant to the Listing Rules. As a result, Shareholder
approval is required.
A
circular containing further details of the Transaction and
containing the notice convening a general meeting, will be sent to
Shareholders as soon as practicable, currently anticipate to be by
the end of July 2018. Completion is expected to occur in the first
quarter of 2019.
2. BACKGROUND TO AND REASONS FOR THE
TRANSACTION
The
SUSE Business was acquired by Micro Focus in November 2014 as part
of the Attachmate acquisition which was announced in September 2014
at an enterprise value of $2.35 billion. The SUSE Business
generated approximately 21 per cent. of Attachmate's revenues in
the 12 months ended 30 April 2014.
Micro
Focus management were quick to recognise that the SUSE Business,
together with the Linux market and Open Source community, had
distinct and attractive characteristics which merited the business
being managed separately and differently from the remainder of the
Micro Focus Group. Micro Focus announced in April 2015 that with
effect from 1 May 2015 there was to be a dedicated focus on the
SUSE product portfolio, including increased investment in headcount
dedicated to development, customer care and sales and marketing, in
order for Micro Focus to capitalise on the growth potential of
these products and be responsive to the Open Source community and
heritage of the SUSE Business. The SUSE Business has been a
distinct reporting segment of Micro Focus since 1 May 2015, and
this has remained the case following completion of the HPE Merger
in September 2017.
The
Board has kept its strategic options for the SUSE Business under
periodic review. In framing such review, the Board has consistently
considered whether the Micro Focus share price fails to reflect
adequately the likely standalone value of the SUSE Business and
whether Micro Focus' ownership constrains or is likely to constrain
the SUSE Business' growth and development, both organic and
inorganic. The Board has not been of the view that either of these
limitations has generally applied. The Board has also been
cognisant of the fact that the separate and distinct positioning of
the SUSE Business within the Micro Focus Group would likely
indicate to potential strategic acquirers of the SUSE Business that
Micro Focus would consider a divestment of the SUSE Business on
appropriate terms.
Most
recently, following completion of the HPE Merger a review was
undertaken by Micro Focus management of the practicality of
separating the SUSE Business and achieving a separate listing of
the SUSE Business by way of demerger. The result of this
assessment envisaged a process that would result in a demerger
during 2019 at the earliest. The Board decided in early 2018
that whilst the demerger route held certain attractions for the
SUSE Business, it was not conclusive that this route would create
compelling value for Shareholders and that due to other priorities
in the Micro Focus Group, it was not the time to initiate such a
process.
On 19
March 2018, Micro Focus announced a trading update together with
management changes which resulted in a dramatic fall in value of
the Micro Focus share price. Following this announcement, a
number of financial sponsors contacted Micro Focus enquiring about
a potential sale of the SUSE Business. Thereafter, three of the
sponsors submitted unsolicited proposals for the acquisition of the
business based upon publicly available information with an
enterprise value ranging up to $2.5 billion. These proposals were
assessed and considered by the Board and its advisors. At the
beginning of May 2018, Micro Focus management met with EQT, who had
provided the highest proposal together with a strategy for the
business which aligned very closely with Micro Focus' assessment of
the SUSE Business' strategic imperatives, including the need for
significant further investment in product development and
go-to-market strategy. In the meeting further details were provided
and EQT were informed that if they were in a position to sign a
definitive agreement for the Separation and sale of the SUSE
Business by the end of June 2018, then Micro Focus would transact
with them without running a wider sale process.
The
Board believes that the Transaction provides certainty over the
crystallisation of the value of the SUSE Business without the
longer timeframe and risk associated with an IPO/demerger process.
The Directors believe that EQT provides a strong long term investor
for the business and allows Micro Focus to continue to focus upon
its longstanding and consistent strategy, first set out in 2011, of
managing, optimising and consolidating mature infrastructure
software businesses.
3. PRINCIPAL TERMS OF THE TRANSACTION
Under
the terms of the Transaction Agreement between Micro Focus, the
Sellers and the Purchaser, the Purchaser will acquire the
Transferring Companies for a total consideration of $2.535 billion,
payable in cash on Completion, subject to customary completion
accounts adjustments based on the amount of debt, cash and working
capital in the SUSE Group, in each case at Completion.
The
Transaction Agreement contains certain warranties and indemnities
given by the Purchaser which are customary for a transaction of
this nature.
The
Transaction is subject to the satisfaction of a number of
conditions, including, amongst other things, the implementation of
the Separation pursuant to an agreed separation plan, Shareholder
approval and applicable antitrust, competition, merger control and
governmental clearances having been obtained.
A break
fee of €5 million is payable to the Purchaser in certain
circumstances, including if the Transaction Agreement is terminated
by the Purchaser as a result of Micro Focus entering into
negotiations with a competing purchaser. In addition, in the event
that following such termination Micro Focus subsequently enters
into a definitive agreement for the sale of the SUSE Business with
another party by 31 December 2018 then the break fee payable in
total increases to $50 million.
The
Transaction Agreement sets out the agreement between Micro Focus
and the Purchaser regarding the principal transactions to effect
the Separation. The Separation shall be implemented pursuant to the
terms of an agreed separation plan.
Micro
Focus and the Purchaser will also enter into the Transitional
Services Agreement at Completion which will set out the terms and
conditions under which Micro Focus will provide various services
(such as IT services) to the Purchaser after Completion on a
transitional basis in connection with the Separation.
The
enterprise value for the SUSE Business of approximately US$2.535
billion represents an effective multiple of 7.9x revenue and 26.7x
Adjusted Operating Profit of the SUSE Business for the twelve
months ended 31 October 2017.
Further
details of the Transaction Agreement and Transitional Services
Agreement will be set out in the circular to be sent to
Shareholders.
4. INFORMATION ON THE SUSE BUSINESS
The
SUSE Business, a pioneer in Open Source software, develops, markets
and supports an enterprise grade Linux operating system, Open
Source software-defined infrastructure and application delivery
solutions that give enterprises greater control and flexibility
over their IT systems. These solutions (and associated support
services) are the result of the SUSE Business' investment over more
than 25 years in building a culture of engineering excellence,
exceptional service and the creation of an ecosystem of world class
partners. The SUSE Business collaborates with these partners and
Open Source communities across the industry and around the world to
innovate, adapt and secure Open Source technologies and create
robust solutions for the world's most compute-intensive and data
intensive IT environments across physical, virtual, containerised
and Cloud platforms.
Today,
thousands of customers around the world rely on these Open Source
solutions from the SUSE Business. These solutions range from
enterprise Linux to OpenStack private Cloud, software defined
distributed storage, Kubernetes container management and Cloud
Foundry Platform as a Service - all combined with comprehensive
management capabilities.
The
Directors believe that a key driver of customer adoption of these
solutions is the increasing pressure that organisations face to
become more agile and economically efficient in order to achieve
competitive advantage and growth. New technology adoption plays an
increasingly key role in many industries in enabling enterprise
businesses to achieve their growth objectives. The SUSE Business'
solutions and services support this process by enabling customers
to effectively utilise new Open Source infrastructure software
technologies and innovations to fuel their digital
transformation.
The
Directors believe that the SUSE Business' truly open, Open Source
solutions, flexible business practices, lack of enforced vendor
lock-in and exceptional service are more critical to customer
organisations than ever before. By meeting these market demands,
the SUSE Business has created a cycle of success, momentum and
continued profitable growth.
The
SUSE Business operates in over 40 countries worldwide, including in
the US, Germany and China. As at 30 April 2018 the headcount
dedicated to the SUSE Business was 1,325. Nils Brauckmann, the
Chief Executive Officer of the SUSE Business, together with the key
SUSE Business management team, will transfer with the business on
Completion and at Completion Nils Brauckmann will step down from
the Micro Focus Board.
As at
30 April 2018 the SUSE Business had gross assets of US$797.7
million.
Income statements of the SUSE Group for the 12 month periods ended
30 April 2016, 30 April 2017 and for the 6 month period ended 31
October 2017
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Year ended30 April 2016$ million
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Year ended30 April 2017$ million
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Six months ended31 October 2017$ million
(unaudited)
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Revenue
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253.8
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303.4
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164.4
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Directly managed costs
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(145.1)
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(178.6)
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(98.6)
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Allocation of centrally managed costs from Micro Focus
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(28.9)
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(26.2)
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(16.0)
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Total segment costs
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(174.0)
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(204.8)
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(114.6)
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Adjusted Operating Profit
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79.8
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98.7
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49.8
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Adjusted EBITDA
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81.4
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98.9
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54.4
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Notes:
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1
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Total segment costs exclude share-based payments and amortisation
of purchased intangibles, which are not allocated between the SUSE
Group and the Continuing Group. Adjusted operating costs also
exclude exceptional costs.
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2
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No interest or tax allocation is performed for the purpose of the
SUSE Group consolidation. As a result it is not possible to provide
a meaningful allocation of the SUSE Group interest and tax charges
for these periods.
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5. INFORMATION ON THE PURCHASER AND EQT
The
Purchaser is a newly incorporated indirectly wholly-owned
subsidiary of EQT, a leading private equity group founded in 1994
in Sweden, with offices in 14 countries across Europe, Asia and
North America.
EQT
invests in companies, sectors and regions where it has the
specialist expertise to know it can make a genuine difference
through the consistent application of the industrial approach and
growth strategy. EQT has approximately 540 employees, of whom 330
are within the investment advisory teams. As at the date of this
announcement, EQT had approximately €50 billion in raised
capital across 27 different funds.
6. USE OF PROCEEDS, FINANCIAL EFFECTS OF THE
TRANSACTION AND DIVIDEND POLICY
It is
the Board's intention to use the net cash proceeds, once received,
in part to pay any tax arising from the Transaction and repay a
proportion of the existing indebtedness of the Micro Focus Group
(such amount to be determined as at Completion in accordance with
the terms of Micro Focus' bank facilities). The remainder of the
net proceeds shall, as determined by the Board, be invested and/or
applied for general corporate purposes (including potentially
financing acquisition opportunities that fulfil the Company's
strategic objectives) and/or returned to Shareholders through
whatever mechanism the Board may in its discretion determine at the
relevant time.
The
Continuing Group's earnings will be reduced from the date of
Completion as a result of the Transaction. On a pro-forma basis for the HPE Merger, for the
12 months ended 31 October 2017, the SUSE Business generated 7.6%
and 6.8% of the Micro Focus Group's revenue and Adjusted Operating
Profit, respectively.
The
Board intends to continue its stated dividend policy of paying an
annual dividend that is approximately twice covered by the adjusted
earnings of the Micro Focus Group.
DEFINITIONS
Adjusted EBITDA
Adjusted Operating
Profit before depreciation of property, plant and equipment,
amortisation of purchased software, foreign exchange gains or
losses, and net capitalisation or amortisation of product
development costs. During the six months ended 31 October 2017 the
Micro Focus Group redefined its Adjusted EBITDA definition, which
is now the only Adjusted EBITDA measure. Prior to this period,
"Adjusted EBITDA" was previously reported as "Underlying Adjusted
EBITDA"
Adjusted Operating Profit
the operating
profit before exceptional items, share based compensation and
amortisation of purchased intangibles
Board or Directors
the board of
directors of the Company from time to time
Business
Day
a day (excluding Saturdays, Sundays and public holidays in England
and Wales) on which banks generally are open for business in London
for the transaction of normal banking business
Cloud
the deployment
of IT infrastructure on a model that separates applications and/or
data from the devices that access these applications or data. The
intermediary between the access device and the application and/or
data is either a network (public or private), or the
internet
Company or Micro
Focus
Micro Focus International plc
Completion
completion of the Transaction
Continuing Group
the Company
and its subsidiary undertakings with effect from
Completion
Disclosure Guidance and Transparency
Rules
the disclosure guidance and transparency rules made by the FCA
under section 73A of FSMA, as amended from time to
time
EU Market Abuse Regulation
Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse
Financial Conduct Authority or
FCA
the UK Financial Conduct Authority
FSMA the
Financial Services and Markets Act 2000, as amended
HPE Merger
the merger of Micro Focus and the software division of Hewlett
Packard Enterprise Company on 7 September 2017
Linux
a version of Unix that is made available under the free and Open
Source development and distribution model
Listing
Rules
the Listing Rules of the FCA
Micro Focus
Group
the Company and its subsidiaries and subsidiary undertakings from
time to time
Open
Source
the practice of making software source code freely available in the
public domain to software engineers for modification or
distribution
Ordinary
Shares ordinary
shares of 10 pence in each in the capital of the
Company
Prospectus
Rules
the Prospectus Rules of the FCA
Purchaser
Blitz 18-679 GmbH
Sellers
SUSE Holdings LLC,
Novell Cayman Software Unlimited Company and Micro Focus Software
Inc.
Separation
the separation of the SUSE Business from the Micro Focus Group in
accordance with the terms and conditions of the Transaction
Agreement
Shareholder
a holder of Ordinary Shares
SUSE
Business
the SUSE business segment of the Micro Focus Group, which is to be
transferred to (or continuing by, as applicable) the members of the
SUSE Group, in accordance with the terms and conditions of the
Transaction Agreement, prior to Completion
SUSE Group
the Transferring Companies and their subsidiary undertakings that
will make up the SUSE Business
Transaction
the proposed disposal by the Sellers of the SUSE Business to the
Purchaser on the terms and subject to the conditions set out in the
Transaction Agreement
Transaction
Agreement
the Transaction Agreement dated 1 July 2018 between Micro Focus,
the Sellers and the Purchaser and setting out the terms and
conditions of the Transaction
Transferring
Companies
SUSE International Holdings GmbH, SUSE GmbH and SUSE
LLC
Transitional Services
Agreement
the transitional services agreement to be entered into between
Micro Focus and the Purchaser at Completion, pursuant to which
Micro Focus will provide certain services to the Purchaser on a
transitional basis
1
NTD: The Company must
promptly file current reports on Form 6-K furnishing any of the
following information:
●
material non-public
information that was made public under English law;
●
information that
was filed with and made public by on the London Stock Exchange on
which the Company’s securities are listed; and
●
information that
was distributed or required to be distributed to security
holders.
Examples
of information or events required to be filed on Form 6-K include:
changes in business; changes in management or control; acquisitions
or dispositions of assets; bankruptcy or receivership; changes in
certifying accountants; the financial condition and results of
operations; material legal proceedings; changes in securities or in
the security for registered securities; defaults upon senior
securities; material increases or decreases in the amount
outstanding of securities or indebtedness; the results of the
submission of matters to a vote of security holders; transactions
with directors, officers or principal security holders; the
granting of options or payment of other compensation to directors
or officers; and any other information which the Company deems of
material importance to security holders. See also “Micro
Focus - Now You Are Public Memorandum” dated April 20, 2017
for more information.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
Date:
02 July 2018
Micro
Focus International plc
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By:
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/s/
Mike Phillips
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Name:
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Mike
Phillips
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Title:
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Chief
Financial Officer
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