0001654954-19-001540.txt : 20190214 0001654954-19-001540.hdr.sgml : 20190214 20190214122347 ACCESSION NUMBER: 0001654954-19-001540 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190214 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICRO FOCUS INTERNATIONAL PLC CENTRAL INDEX KEY: 0001359711 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38187 FILM NUMBER: 19603444 BUSINESS ADDRESS: STREET 1: 22-30 OLD BATH ROAD CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 1QN MAIL ADDRESS: STREET 1: 22-30 OLD BATH ROAD CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 1QN 6-K 1 a9599p.htm EXTENSION OF SHARE BUY-BACK PROGRAMME 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: February 2019
 
Commission File Number: 001-38187
 
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 20-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): ☐
 
 
 
 
CONTENTS
 
 
Exhibit No.
Exhibit Description
99.1
Extension of Share Buy-Back Programme, dated 14 February 2019
 
 
 
14 February 2019
 
 
Micro Focus International plc
Extension of Share Buy-Back Programme
 
Micro Focus International plc ("Micro Focus" or "the Group" or "the Company", LSE: MCRO.L, NYSE: MFGP), the international software product group, is pleased to announce that it is continuing its buy-back programme of Micro Focus ordinary shares (including the ordinary shares underlying its American Depository Receipts (the "ADRs")) (the " Extended Programme"). Any shares purchased will be held in treasury. The Extended Programme will be effected in accordance with the terms of the authority granted by shareholders at the 2017 AGM and the Listing Rules.
 
 
In the initial period of the buy-back programme between 29 August 2018 and24 October 2018 the Group bought back 9,858,205 ordinary shares for a total consideration of approximately $171m. In the first extension of the buy-back programme between 6 November 2018 and 13 February 2019 the Group bought back 12,596,916 ordinary shares for a total consideration of approximately $229m. The Extended Programme instructs Citigroup Global Markets Limited ("Citi") to make trading decisions independently of the Company to purchase an additional tranche of ordinary shares to a total value of up to $110m taking the total buy-back to $510m.These instructions will commence at 2:30pm UK time on 14 February 2019 and will end no later than close of dealings in London on 28 March 2019 unless Citi or the Company choose to terminate the agreement. The Company is seeking renewal of its authority to make on market purchases at the forthcoming AGM on 29 March 2019 and may determine to continue the buy-back programme under the new authority in due course.
 
 
As with the previous buy-back programmes, 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 ADRs representing ordinary shares 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 Extended 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. 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.
 
 
The market will be notified in accordance with the Listing Rules if and when purchases are made by the Company under the Extended Programme.
 
 
Enquiries:
Micro Focus                                                        Tel: +44 (0)1635 32646
Kevin Loosemore, Executive Chairman
Stephen Murdoch, CEO
Tim Brill, IR Director
 
Powerscourt                                                      Tel: +44 (0)20 7250 1446
Elly Williamson
Celine MacDougall
 
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
 
 
 
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: 14 February 2019
 
Micro Focus International plc
 
 
By:
/s/ Chris Kennedy
 
Name:
Chris Kennedy
 
Title:
Chief Financial Officer