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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: August 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): ☐
Exhibit No.
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Exhibit Description
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99.1
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Results
of General Meeting, dated 21 August 2018
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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
21 August 2018
Micro Focus International plc
Results of General Meeting
Micro
Focus International plc ("Micro Focus" or the "Company", LSE:
MCRO.L, NYSE: MFGP) is pleased to announce that, at the General
Meeting of the Company's shareholders held earlier today, the
resolution proposed at the meeting (the "Resolution") was duly
passed on a poll vote.
Shareholders
voted to approve the proposed transaction whereby Micro Focus has
agreed 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.
Following
this vote, the Transaction remains conditional upon the
implementation of the separation of the SUSE business segment
pursuant to an agreed separation plan and applicable antitrust,
competition, merger control and governmental clearances having been
obtained (some of which have now been obtained). The full text of
the Resolution is shown in the notice of the General Meeting set
out in the circular sent to Shareholders on 31 July 2018 and full
details of the votes received from the Company's shareholders for
the Resolution will be available on our website at https://investors.microfocus.com/.
A copy
of the Resolution will be submitted to the National Storage
Mechanism, where it will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM.
About Micro Focus
Micro
Focus 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.
For
further information, please contact:
Enquiries:
Micro Focus
|
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
|
|
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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|
|
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Numis
Securities Limited is acting as sole sponsor, financial adviser and
corporate broker to Micro Focus in connection with the Transaction.
SCA is also acting as financial adviser to Micro Focus in
connection with the Transaction.
IMPORTANT NOTICE:
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 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.
The
information contained in this announcement is not for release,
publication or distribution to persons in any jurisdiction where to
do so would breach any applicable law. No public offer of
securities is being made by virtue of this
announcement.
This
announcement has been prepared for the purposes of complying with
the applicable laws and regulations of the United Kingdom and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of the
United Kingdom.
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:
21 August 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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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.