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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Publication
of Circular and Notice of GM dated 31 July 2018
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31 July 2018
Micro Focus International plc
Publication of Circular and Notice of General Meeting
On 2
July 2018, Micro Focus International plc ("the Company" or "Micro
Focus", LSE: MCRO.L, NYSE: MFGP), the global infrastructure
software business, announced that it had reached a definitive
agreement to sell its SUSE business segment to Marcel Bidco GmbH, a
newly incorporated, wholly-owned subsidiary of EQTVIII SCSp, for a
total cash consideration of $2.535 billion (the "Transaction") on a
cash and debt free basis and subject to normalisation of working
capital. EQT VIII SCSp is a private equity fund managed and
operated by EQT Fund Management S.à r.l., a member of the
leading private equity group, EQT AB Group.
The
Company today announces the publication of a circular (the
"Circular"), which has been approved by the UK Listing Authority,
containing a notice of general meeting of the Company's
shareholders (the "Notice of General Meeting") to be convened at
11:00 a.m. on 21 August 2018 at the offices of Numis Securities
Limited, The London Stock Exchange Building, 10 Paternoster Square,
London EC4M 7LT (the "General Meeting"). At the General Meeting,
the Company's shareholders will be asked to approve an ordinary
resolution to approve and implement the Transaction. The procedures
and timings for shareholders to vote on the resolution are set out
in the Notice of the General Meeting in the Circular.
The
Circular and a Form of Proxy in relation to the General Meeting are
being posted today, and the Circular will shortly be available for
viewing, subject to regulatory requirements, on the Company's
website at https://investors.microfocus.com/.
A copy of the Circular will also be submitted to the National
Storage Mechanism and will shortly be available at www.morningstar.co.uk/uk/NSM.
Copies
of the Circular 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 21 August 2018 and will also be
available for inspection at the General Meeting for at least
fifteen minutes prior to and during the General
Meeting.
For
further information, please contact:
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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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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
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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:
31 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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