Blueprint
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: April 2019
Commission
File Number: 001-38187
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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
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Exhibit No.
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Exhibit Description
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99.1
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Posting
of Circular and Notice of General Meeting, dated 01 April
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 OR REGULATIONS OF SUCH
JURISDICTION
1 April 2019
Micro Focus International plc
Proposed Return of Value of the pounds sterling equivalent of
US$1.8 billion
0.8296 Share Capital Consolidation
Posting of Circular and Notice of General Meeting
Further to the announcement by Micro Focus International plc
("Micro Focus" or "the Company" or "the Group", LSE: MCRO.L, NYSE:
MFGP) on 15 March 2019 relating to the completion of the disposal
of the SUSE business (the "Disposal"), Micro Focus announces today
a proposed return of value of an aggregate amount in pounds
sterling equivalent to US$1.8 billion (the "Return of Value") to
holders of its Ordinary Shares and American Depositary Shares
representing Ordinary Shares ("ADSs") by way of a B Share Scheme.
This is in addition to the US$510 million of share buy-backs
undertaken since August 2018. Micro Focus has also determined that
a debt repayment of US$200 million will be made
shortly.
Based on the current number of ordinary shares in issue (excluding
shares held in treasury) of 410,386,596, the Return of Value will
equate to the pounds sterling equivalent of approximately $4.33 to
$4.39 per Ordinary Share, depending on the number of Ordinary
Shares being issued pursuant to the Micro Focus Share Plans between
the date of this announcement and the B Share Scheme Record Time.
It is expected that the exchange rate to be used for the Return of
Value will be announced by 7.00 a.m. on 26 April 2019 and that
completion of the B Share Scheme will occur on 29 April 2019, with
settlement taking place during May.
Micro Focus will also effect a Share Capital Consolidation and an
equivalent consolidation of the ADSs in connection with the B Share
Scheme in order that the market price for Ordinary Shares and ADSs
is not materially affected by the implementation of the B Share
Scheme. Shareholders will receive 0.8296 New Ordinary Shares for
each Existing Ordinary Share held at the B Share Scheme Record
Time, this ratio being set by reference to the average closing
mid-market price (as derived from the daily official list of London
Stock Exchange plc) for the five Business Days prior to the date of
this announcement and an exchange rate of US$1.00:£0.7679
(being the Bloomberg FX Fixings closing spot exchange rate at 4.30
p.m. (UK time) on 29 March 2019).The Share Capital Consolidation is
conditional upon Admission and is expected to take effect at 8.00
a.m. (UK time) on 30 April 2019, in respect of the Ordinary Shares
and 9.30 a.m. (New York City time) on 30 April 2019 in respect of
the ADSs, the Business Day following the redemption of the B
Shares.
The Return of Value and associated Share Capital Consolidation
require the approval of Micro Focus shareholders by way of special
resolution. The Circular relating to the Return of Value is now
available to view on Micro Focus' website (www.microfocus.com).
A hard copy of the Circular and Form of Proxy will be posted to
Micro Focus shareholders shortly, containing further details of the
Return of Value and Share Capital Consolidation and containing a
notice convening a General Meeting on 29 April 2019 at 9.00 a.m. at
Numis Securities Limited, 10 Paternoster Square, London EC4M
7LT.
Expected timetable of events:*
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Voting record date for ADS Holders
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25 March 2019
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Posting and publication of the Circular and Notice of General
Meeting
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1 April 2019
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Latest time for receipt of ADS proxy instructions by telephone and
internet
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11.59 p.m. (New York City time) on 17 April 2019
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Latest time for receipt of ADS proxy cards
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10.00 a.m. (New York city time) on 18 April 2019
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Latest time and date for receipt of Forms of Proxy, electronic
proxy voting and CREST Proxy Instructions from Ordinary
Shareholders for the General Meeting
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9.00 a.m. on 25 April 2019
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Announcement of US$/£ exchange rate for Return of
Value
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by 7.00 a.m. on 26 April 2019
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General Meeting
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9.00 a.m. on 29 April 2019
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Latest time and date for dealings in Existing Ordinary Shares,
Existing Ordinary Share register closed and Existing Ordinary
Shares disabled in CREST
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6.00 p.m. on 29 April 2019
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Record Time for B Share Scheme and Share Capital Consolidation in
respect of Existing Ordinary Shares
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6.00 p.m. on 29 April 2019
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B Shares issued
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7.00 p.m. on 29 April 2019
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Latest time and date for dealings in ADSs, ADS register closed and
ADSs disabled for transfer
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4.00 p.m. (New York City time) on 29 April 2019
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Effective B Share Scheme record time for ADSs
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4.00 p.m. (New York City time) on 29 April 2019
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B Shares redeemed
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11.59 p.m. on 29 April 2019
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Share Capital Consolidation effected and New Ordinary Shares
admitted to the premium segment of the Official List and to trading
on the Main Market for listed securities
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8.00 a.m. on 30 April 2019
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Effective time of ADS consolidation and commencement of trading in
New ADSs
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9.30 a.m. (New York City time) on 30 April 2019
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Despatch of cheques or CREST accounts credited (as appropriate) in
respect of Existing Ordinary Shares for the proceeds of the
redemption of the B Shares and, where applicable, despatch of
cheques or CREST accounts credited in respect of Existing Ordinary
Shares for fractional entitlements arising from the Share Capital
Consolidation
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by 13 May 2019
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Despatch of share certificates and ADRs in respect of New Ordinary
Shares and New ADSs
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by 13 May 2019
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DTC accounts credited to ADSs held electronically for the proceeds
of the redemption of the B Shares and, where applicable, fractional
entitlements arising from the Share Capital
Consideration
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by 20 May 2019
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Despatch of cheques to ADS Holders or credit of proceeds to ADSs
held in book-entry form (as appropriate) for the proceeds of the
redemption of the B Shares and, where applicable, despatch of
cheques to ADS Holders or credit of proceeds to ADSs held in
book-entry form (as appropriate) for fractional entitlements
arising from the Share Capital Consolidation
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by 20 May 2019
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* References to times in this announcement are to London time
unless otherwise stated.
Settlement
Shareholders will receive their proceeds under the Return of Value
in pounds sterling other than the ADS Holders whose proceeds will
be converted into US dollars by the Depositary, having regard to
the prevailing exchange rate at the time of conversion, which is
expected to be on the B Share Scheme Payment Date for the Ordinary
Shares.
Under the expected timetable of events, shareholders entitled to
receive payments in respect of the proceeds from the B Share Scheme
will be sent cheques or, if shareholders hold their Existing
Ordinary Shares in CREST or ADSs through DTC, will have their CREST
or DTC accounts credited, as applicable, by the B Share Scheme
Payment Date, which is currently expected to be on or before 13 May
2019 in respect of Ordinary Shares and, in order to allow for the
conversion from pounds sterling to US dollars by the Depositary, on
or before 20 May 2019 in respect of the ADSs.
The ISIN of the Existing Ordinary Shares is GB00BD8YWM01 and the
ADSs is US5948373049. Following the completion of the Return of
Value and Share Capital Consolidation completes, the ISIN of the
New Ordinary Shares will be GB00BJ1F4N75 and the New ADSs will be
US5948374039.
General Meeting
The resolution to approve the B Share Scheme and to amend the
Company's articles of association will be proposed at the General
Meeting as a special resolution, the passing of which requires at
least 75 per cent. of the shares voted (whether in person or by
proxy) to be cast in favour.
Copies of the Circular may be inspected free of charge at Micro
Focus' website (www.microfocus.com) and 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 29 April 2019 and
will also be available for inspection at the General Meeting for at
least fifteen minutes prior to and during the General
Meeting.
A copy of the Circular will also be submitted to the National Storage Mechanism, where it will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM.
This preceding summary should be read in conjunction with the full
text of the Circular.
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For further information, please
contact: Enquiries: Micro FocusTel: +44 (0) 1635
32646 Kevin Loosemore, Executive
Chairman Stephen Murdoch, Chief Executive
Officer Brian McArthur-Muscroft,
Chief Financial Officer Tim Brill, IR
Director Numis (Corporate Broker and Financial Adviser)Tel:
+44 (0) 20 7260 1000 Simon Willis Tom
Ballard Jonathan Abbott PowerscourtTel: +44 (0) 20 7250
1446 Elly Williamson Celine MacDougall
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Definitions
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Admission
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the admission of the New Ordinary Shares to the premium listing
segment of the Official List becoming effective in accordance with
the Listing Rules and to trading on the London Stock Exchange's
main market for listed securities becoming effective in accordance
with the Admission and Disclosure Standards and listing of the New
ADSs on the NYSE, as applicable;
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B Share Scheme
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the proposed transactions comprising the return of value by way of
the issuance of the B Shares, the redemption of the B Shares and
the Share Capital Consolidation;
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B Share Scheme Payment Date
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on or before 13 May 2019 in respect of Ordinary Shares and on or
before 20 May 2019 in respect of ADSs (in each case, or such other
dates as the Directors in their absolute discretion may determine
but being, in any event, dates within 25 days of the Admission),
being the dates on which the redemption proceeds in respect of the
B Share Scheme will be sent to relevant shareholders;
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B Share Scheme Record Time
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6.00 p.m. on 29 April 2019 (or such other date as the Directors in
their absolute discretion may determine);
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Business Day
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any day other than a Saturday, Sunday or public holiday in England
and Wales or, where the context requires, New York
City;
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CREST
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the system of paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear UK and
Ireland Limited in accordance with the Uncertificated Securities
Regulations 2001;
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Depositary
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Deutsche Bank Trust Company Americas;
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Directors
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the directors of the Company;
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DTC
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The Depository Trust Company;
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General Meeting
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the general meeting of the Company to be held at Numis Securities
Limited, 10 Paternoster Square, London EC4M 7LT at 9.00 a.m. on 29
April 2019, or any adjournment thereof, to consider and, if thought
fit, approve the Resolution, notice of which is set out at the end
of this Circular;
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Micro Focus Share Plans
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the Micro Focus Incentive Plan 2005, the Micro Focus Sharesave Plan
2006, the Micro Focus Employee Stock Purchase Plan 2006, the
Seattle Spinco, Inc 2017 Share Incentive Plan, the Micro Focus
Deferred Share Bonus Plan and the Micro Focus Additional Share
Grant Programme;
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New ADSs
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the American Depositary Shares representing New Ordinary Shares
following the Share Capital Consolidation;
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New Ordinary Shares
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the ordinary shares of 10 pence each in the capital of the Company
to be created as a result of the Share Capital
Consolidation;
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Ordinary Shares
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the ordinary shares of 10 pence each in the share capital of the
Company;
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Share Capital Consolidation
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the proposed consolidation, subdivision and redesignation of Micro
Focus' share capital in connection with the Return of Value;
and.
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Shareholders
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the holders of Ordinary Shares or ADSs, as applicable, from time to
time and, where the context so requires, holders of B Shares and/or
Deferred Shares.
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IMPORTANT NOTICE
This announcement has been issued by and is the sole responsibility
of Micro Focus. This announcement introduces the proposals
contained in the Circular, which should be read by shareholders
before taking a decision. The announcement is not a summary of the
proposals and should not be regarded as a substitute for reading
the Circular.
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:
01 April 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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