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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: April 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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Results
of General Meeting, dated 29 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
29 April 2019
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 to approve the B Share Scheme and to amend the
Company's articles of association (the "Resolution") was duly
passed on a poll vote.
The full text of the Resolution is shown in the notice of the
General Meeting set out in the circular sent to Shareholders on 1
April 2019 and full details of the votes received from the
Company's shareholders for the Resolution will be available on our
website at
www.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.
Completion of the B Share Scheme is expected to occur later today.
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.
Application has been made for the admission of 371,641,408 New
Ordinary Shares to be listed on the premium listing segment of the
Official List of the UK Listing Authority and to be admitted to
trading on the Main Market of the London Stock Exchange, comprising
343,275,832 New Ordinary Shares to be listed with voting rights,
19,535,213 New Ordinary Shares that will be held in treasury and a
block listing of 8,830,363 New Ordinary Shares to be issued by the
Company from time to time.
Please note that hard copies of the company's latest complete
audited financial statements can be obtained free of charge by
request to company.secretary@microfocus.com
and are also
available at www.microfocus.com.
Undefined capitalised terms have the same meanings as defined in
the announcement on 1 April 2019.
For further information, please contact:
Enquiries:
Micro
Focus
Tel:+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
Powerscourt
Tel:+44 (0) 20 7250 1446
Elly Williamson
Celine MacDougall
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IMPORTANT NOTICE
This announcement has been issued by and is the sole responsibility
of Micro Focus.
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 and the
United States 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.
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:
29 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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