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: 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): ☐
CONTENTS1
Exhibit No.
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Exhibit Description
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99.1
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Share
buy-back programme, dated 29 August 2018
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Micro Focus International Plc
29 August 2018
This announcement contains inside information
Share buy-back programme
Micro Focus International plc (the "Company") today announces the
commencement of a share buy-back programme (the "Programme") with
an initial tranche of up to $200 million. The Programme will be
effected in accordance with the terms of the authority granted by
shareholders at the 2017 AGM. Any ordinary shares of the
Company (the "Shares") purchased will be held in
treasury.
On 21 August 2018, Shareholders voted to approve the proposed
transaction whereby the Company 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 approximately $2.535 billion, subject to customary
adjustments. This vote is a significant step towards the
finalisation of the transaction which is expected to complete in
the first quarter of calendar year 2019. 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.
The Company has entered into an agreement with Citigroup Global
Markets Limited ("Citi") to conduct the Programme, pursuant to
instructions to Citi to make trading decisions independently of the
Company. These instructions will commence on 29 August 2018 and
will end no later than close of dealings in London on 24 October
2018 unless Citi or the Company choose to terminate the
agreement (the "Engagement Period"). The Company may determine it
wishes to extend the buy-back programme and, if so, a further
announcement will be made at a later date.
In addition to purchasing ordinary shares on the London Stock
Exchange Citi may also purchase shares on CBOE Europe Equities and
(with the involvement of a licensed US broker as necessary) acquire
American Depository Receipts representing ordinary shares ("ADRs")
listed on the New York Stock Exchange which it will cancel for the
underlying shares and then sell such shares to the Company, under
the Programme. Citi's acquisition of ordinary shares will be
undertaken in compliance with the price and volume thresholds set
out in Regulation No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse and regulations
promulgated thereunder ("MAR"). Citi's additional acquisition of
ADRs will be undertaken in compliance with the provisions of
clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18 under the
Securities Exchange Act of 1934.
Any buy-back of the Shares by the Company pursuant to the Programme
will be effected on the London Stock Exchange in accordance with
the authority granted by shareholders at the 2017 AGM and Chapter
12 of the UKLA Listing Rules. The market will be notified in
accordance with those rules if and when purchases are made by the
Company.
To the extent that the Company purchases shares under the
Programme, the Company's net debt at 31 October 2018 will increase
by the amount of such purchases from the previously guided level of
approximately $4.2bn, which guidance remains otherwise
unchanged.
Enquiries:
Micro Focus
Kevin Loosemore, Executive
Chairman
Tel: +44 (0) 1635 32646
Stephen Murdoch, Chief Executive Officer
Chris Kennedy, Chief Financial Officer
Tim Brill, IR Director
Powerscourt
Tel: +44 (0)20 7250 1446
Elly Williamson
Jack Shelley
Notes to Editors:
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.
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.
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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