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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
Month of: March 2019
Commission
File Number: 001-38187
MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
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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.
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Exhibit Description
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99.1
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Completion
of sale of the SUSE Business, dated 15 March 2019
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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 OF THAT JURISDICTION
15 March 2019
Micro Focus International plc
Completion of sale of the SUSE Business and proposed return of
value to shareholders
Micro Focus International plc ("Micro Focus" or "the Group", LSE:
MCRO.L, NYSE: MFGP), the international software product group, is
pleased to announce the completion of the disposal of the SUSE
business (the "Disposal") and a proposed return of value to
shareholders by way of a B share scheme.
The proposed sale of the SUSE business was first announced on 2
July 2018 and subsequently approved by shareholders at the general
meeting held on 21 August 2018. The Disposal has now completed,
within the time frame first announced in July 2018, and the
proceeds have been received.
Taking into account the ongoing share buy-back of $110m, the Board
intends to return the substantial majority of the after-tax
proceeds from the Disposal (currently estimated to be approximately
$2.1 billion) to shareholders, after allowing for any required debt
repayments, the level of which is currently being
determined.
The Board expects to implement the return of value by way of a B
share scheme which will enable all shareholders (including ADR
holders) to participate equally in the return of value. A circular
containing details of the return of value and a notice of general
meeting of the Company's shareholders (the "General Meeting") is
expected to be posted to shareholders at the beginning of April
with the General Meeting being held in late April. It is also
expected that, subject to shareholder approval, completion of the
return of value and the associated share consolidation will take
place shortly following the General Meeting and settlement will
take place during May.
Stephen Murdoch, CEO Micro Focus, commented: "This disposal
demonstrates our relentless focus on our strategy of delivering
value through a portfolio approach to software management. SUSE
generated just 20 percent of the Attachmate Group's total revenues
when we acquired this group for $2.35 billion in November
2014. The sale price of $2.535 billion for SUSE reflects an
excellent return on the investments we have made to support and
grow this business during the past four years, and we are delighted
to be in a position to return the substantial majority of that to
our shareholders."
Micro Focus
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Tel: +44 (0) 1635 32646
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Kevin Loosemore, Executive Chairman
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Stephen Murdoch, Chief Executive Officer
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Brian McArthur-Muscroft, Chief Financial Officer
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Tim Brill, IR Director
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Powerscourt
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Tel: +44 (0) 20 7250 1446
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Elly
Williamson
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Celine
MacDougall
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For further information, please contact:
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
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.
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:
15 March 2019
Micro
Focus International plc
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By:
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/s/
Brian McArthur-Muscroft
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Name:
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Brian
McArthur-Muscroft
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Title:
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Chief
Financial Officer
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