a3096d
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: October 2022
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
|
Results
of Court Meeting and General Meeting, dated 18 October
2022
|
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
18 October 2022
RECOMMENDED CASH ACQUISITION
of
MICRO FOCUS INTERNATIONAL PLC ("MICRO FOCUS")
by
OPEN TEXT CORPORATION ("OPENTEXT")
through its wholly-owned subsidiary, Open Text UK Holding Limited
("Bidco")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
On 25 August 2022, the boards of Micro Focus and OpenText announced
that they had reached agreement on the terms and conditions of a
recommended all cash acquisition of the entire issued, and to be
issued, share capital of Micro Focus (the "Acquisition"), to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme").
The circular in relation to the Scheme, including the notices
convening the Court Meeting and the General Meeting in connection
with the Acquisition, was published on 20 September 2022
(the "Scheme
Document"). Capitalised
terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document.
Micro Focus is pleased to announce that, at the Court Meeting and
General Meeting held earlier today in connection with the
Acquisition:
(i)
(A) the requisite
majority of Scheme Shareholders voted to approve the Scheme at the
Court Meeting; and
(ii)
(B) the requisite
majority of Micro Focus Shareholders voted to pass the Special
Resolution to implement the Scheme, including the amendment of
Micro Focus' articles of association, at the General
Meeting.
Details of the resolutions proposed and passed are set out in the
notices of the Court Meeting and the General Meeting contained in
Parts X and XI (respectively) of the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll conducted at the
Court Meeting. Each Scheme Shareholder present (whether in person
or by proxy) was entitled to one vote per Scheme Share held at the
Voting Record Time.
Results of Court Meeting
|
Scheme Shares voted
|
Scheme Shareholders who voted**
|
No. of Scheme Shares voted as a % of the Scheme Shares eligible to
be voted at the Court Meeting*
|
Number
|
%*
|
Number
|
%*
|
FOR
|
193,236,469
|
99.41
|
253
|
88.77
|
57.45
|
AGAINST
|
1,139,294
|
0.59
|
32
|
11.23
|
0.34
|
TOTAL
|
194,375,763
|
100.00
|
285
|
100.00
|
57.79
|
* All percentages rounded to two
decimal places.
** Where a Scheme Shareholder has cast some of their votes "for"
and some of their votes "against" the resolution, such Scheme
Shareholder has been counted as having voted both "for" and
"against" the resolution for the purposes of determining the number
of Scheme Shareholders who voted as set out in this
column.
Voting results of the General Meeting
The table below sets out the results of the poll conducted at the
General Meeting. Each Micro Focus Shareholder present (whether in
person or by proxy) was entitled to one vote per Micro Focus Share
held at the Voting Record Time.
Special Resolution
|
Votes FOR**
|
Votes AGAINST
|
Total votes
|
Votes WITHHELD***
|
Number
|
%*
|
Number
|
%*
|
Number
|
Number
|
Authorisation
of directors to carry the Scheme into effect and amendments to the
Articles of Association
|
194,040,211
|
99.43
|
1,109,050
|
0.57
|
195,149,261
|
272,795
|
* All percentages rounded to two decimal places.
** Includes discretionary votes.
*** A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the
Special Resolution.
The total number of Micro Focus Shares in issue at the Voting
Record Time was 365,100,142 shares and 28,737,330 shares were held
in treasury. Consequently, the total number of voting rights in
Micro Focus as at the Voting Record Time were
336,362,812.
A copy of the Special Resolution passed at the General Meeting as
well as the amended Articles of Association adopted at the General
Meeting will shortly be submitted to the National Storage Mechanism
and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Expected Timetable
The outcome of today's Court Meeting and General Meeting means
that Conditions 2.1(A) and 2.1(B) (as set out in Part III of
the Scheme Document) have been satisfied. The Scheme remains
subject to the satisfaction or (where applicable) waiver of the
remaining Conditions and further terms set out in the Scheme
Document, including the Court sanctioning the Scheme at the Court
Sanction Hearing and the delivery of a copy of the Court Order to
the Registrar of Companies.
The expected timetable of principal events is set out below.
The dates are indicative only and are subject to change. The dates
will depend, among other things, on the date on which: (i) the
Conditions are satisfied or, if applicable, waived; (ii) the Court
sanctions the Scheme; and (iii) the Court Order is delivered to the
Registrar of Companies. The Court Sanction Hearing is currently
expected to be held during Q1 of 2023.
Micro Focus will give adequate notice of all of these dates and
times, when known, by issuing an announcement through a Regulatory
Information Service, with such announcement being made available on
Micro Focus' website at https://www.microfocus.com/en-us/investors.
Any revisions or changes to the dates set out in the Scheme
Document will be notified in the same way.
Event
|
Time and/or date(1)
|
Court
Sanction Hearing
|
a date
(following the Meetings) after the satisfaction (or, if applicable,
waiver) of the Conditions (other than Condition 2.1(C))
("D")
|
Last
day for dealings in, and for the registration of transfer of, Micro
Focus Shares
|
D+1
Business Day
|
Last
day for dealings in, and for the registration of transfer of, Micro
Focus ADSs
|
D+1
Business Day
|
Scheme
Record Time
|
6.00
p.m. on D+1 Business Day
|
Disablement
of CREST in respect of Micro Focus Shares
|
6.00
p.m. on D+1 Business Day
|
Suspension
of dealings in Micro Focus Shares
|
by 7.30
a.m. on D+2 Business Days
|
Suspension
of trading in Micro Focus ADSs
|
D+2
Business Days
|
Effective Date of the Scheme
|
D+2 Business Days (2)
|
Cancellation
of listing of Micro Focus Shares from the LSE
|
by 7.30
a.m. on D+3 Business Days
|
Delisting
of Micro Focus ADSs from the NYSE
|
10 days
after the Effective Date
|
Latest
date for despatch of cheques and crediting of CREST accounts for
cash consideration due under the Scheme
|
within
14 days of the Effective Date
|
Payment
to Micro Focus ADS Holders by the Depositary
|
Following
receipt of funds by the Depositary pursuant to the above
step
|
Long
Stop Date
|
31 May
2023 (3)
|
(1) The
dates and times given are indicative only and are based on current
expectations and are subject to change.
References to time
are to London, United Kingdom time unless otherwise stated. If any
of the times and/or dates above change, the revised times and/or
dates will be notified to Micro Focus Shareholders by announcement
through a Regulatory Information Service.
Participants in
the Micro Focus Share Plans have been contacted separately to
inform them of the effect of the Scheme on their rights under the
Micro Focus Share Plans, including details of any dates and times
relevant to them.
(2)
OpenText
expects that, subject to the satisfaction (or, where applicable,
waiver) of the Conditions set out in Part III (Conditions
to the Implementation of the Scheme and to the
Acquisition) of the Scheme Document,
the Scheme will become Effective during the first quarter of
2023.
(3) This
is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as
may be agreed by Micro Focus and OpenText (with the Panel's consent
and as the Court may approve (if such consent and/or approval is
required)) or if the Panel requires an extension to the Long Stop
Date pending final determination of an issue under section 3(g) of
Appendix 7 of the Takeover Code.
|
Enquiries:
Micro Focus
Stephen
Murdoch, CEO
Matt
Ashley, CFO
Ben
Donnelly, Investor Relations
|
+44 (0)
1635 32646
Investors@microfocus.com
|
Goldman Sachs International (Lead financial adviser to Micro
Focus)
Jung
Min
Nicholas
van den Arend
Nick
Harper
|
+44 (0)
20 7774 1000
|
Numis Securities Limited (Financial adviser and corporate broker to
Micro Focus)
Simon
Willis
Joshua
Hughes
Havish
Patel
|
+44 (0)
20 7260 1000
|
Jefferies International Limited (Financial adviser and corporate
broker to Micro Focus)
Sam
Barnett
Philip
Noblet
|
+44 (0)
20 7029 8000
|
Brunswick (PR Adviser to Micro Focus)
Sarah
West
Jonathan
Glass
|
+44 (0)
20 7404 5959
microfocus@brunswickgroup.com
|
OpenText
Harry
Blount, SVP, Investor Relations
|
+1 415
963 0825
|
Barclays Bank PLC, acting through its Investment Bank (Sole
financial adviser to OpenText and Bidco)
Omar
Faruqui
Bruce
Rothney
Steven
Markovich
Michael
Keslosky
Darren
Johnson
|
+44 (0)
20 7623 2323
|
Slaughter and May and Cravath, Swaine & Moore LLP are acting as
legal advisers to Micro Focus.
Allen & Overy LLP and Cleary Gottlieb Steen & Hamilton LLP
are acting as legal advisers to OpenText and Bidco.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Micro
Focus in any jurisdiction in contravention of applicable
law.
The Acquisition will be implemented solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer document), which will contain
the full terms and conditions of the Acquisition including details
of how to vote in respect of the Acquisition. Any vote in
respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information
contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer
document).
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Important notices relating to financial advisers
Barclays Bank PLC, acting through its Investment Bank, which is
authorised by the PRA and regulated in the United Kingdom by the
FCA and the PRA, is acting exclusively for OpenText and Bidco and
no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
OpenText and Bidco for providing advice in relation to the
Acquisition or any other matter referred to in this
Announcement.
Goldman Sachs International
("Goldman
Sachs"), which is authorised by
the PRA and regulated by the FCA and the PRA in the United Kingdom,
is acting exclusively for Micro Focus and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Micro Focus for providing the protections afforded to clients
of Goldman Sachs or for providing advice in connection with the
matters referred to in this Announcement. No representation or
warranty, express or implied, is made by Goldman Sachs as to the
contents of this Announcement.
Numis Securities Limited
("Numis"), which is authorised and regulated by the FCA
in the United Kingdom, is acting exclusively for Micro Focus and no
one else in connection with the Acquisition and the contents of
this Announcement and will not be responsible to anyone other than
Micro Focus for providing the protections afforded to clients of
Numis nor for providing advice in relation to the Acquisition, the
contents of this Announcement, or any matters referred to herein.
Neither Numis nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Numis in connection with this
Announcement, any statement contained herein or
otherwise.
Jefferies International Limited
("Jefferies"), which is regulated in the United Kingdom by
the FCA, is acting as financial adviser exclusively for Micro Focus
and no one else in connection with the matters set out in this
Announcement. In connection with such matters, Jefferies will not
regard any other person as its client and will not be responsible
to anyone other than Micro Focus for providing the protections
afforded to clients of Jefferies or for providing advice in
relation to the contents of this Announcement or any other matter
referred to herein. Neither Jefferies nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies in connection with this
Announcement, any statement contained herein or
otherwise.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are not resident in the UK or who are
subject to the laws of any jurisdiction other than the UK
(including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the UK or who are subject to the laws of another
jurisdiction to participate in the Acquisition or to vote their
Micro Focus Shares in respect of the Scheme at the Court Meeting,
or to execute and deliver Forms of Proxy appointing another to vote
at the Court Meeting on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located or to which
they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a
violation of securities laws or regulations in that jurisdiction.
To the fullest extent permitted by applicable law or regulations,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by OpenText or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that
jurisdiction.
The Acquisition will be subject to the applicable requirements of
English law, the Code, the Panel, the London Stock Exchange and the
FCA.
Copies of this Announcement and any formal documentation relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction or any jurisdiction where
to do so would constitute a violation of the laws or regulations of
such jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of acceptance of the Acquisition.
Additional information for U.S. investors
U.S. shareholders (and Micro Focus ADS
Holders) should note that the Acquisition relates to an offer for
the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 of the U.S. Securities Exchange Act of
1934, as amended (the "U.S. Exchange
Act") and is being made by
means of a scheme of arrangement provided for under English company
law. The Acquisition, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act, as amended.
Accordingly, the Acquisition is subject to the procedural and
disclosure requirements, rules and practices applicable to a scheme
of arrangement involving a target company in the UK listed on the
London Stock Exchange, which differ from the requirements of the
U.S. tender offer and proxy solicitation rules. If, in the future,
OpenText exercises its right to implement the Acquisition by way of
a Takeover Offer and determines to extend the Takeover Offer into
the United States, the Acquisition will be made in compliance with
applicable U.S. securities laws and regulations, including Sections
14(d) and 14(e) of the U.S. Exchange Act and Regulation 14D and 14E
thereunder. Such a Takeover Offer would be made in the United
States by OpenText and/or Bidco (a wholly-owned subsidiary of
OpenText) and no one else.
The financial information with respect to Micro Focus included in
this Announcement and the Scheme Document has been or will have
been prepared in accordance with IFRS and thus may not be
comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S.
GAAP.
It may be difficult for U.S. shareholders and Micro Focus ADS
Holders to enforce their rights and any claims they may have
arising under the U.S. federal securities laws in connection with
the Acquisition, since Micro Focus, OpenText and Bidco are each
located in a country other than the United States, and some or all
of their respective officers and directors may be residents of
countries other than the United States. U.S. shareholders and Micro
Focus ADS Holders may not be able to sue Micro Focus, OpenText,
Bidco or their respective officers or directors in a non-U.S. court
for violations of the U.S. securities laws. Further, it may be
difficult to compel Micro Focus, OpenText or Bidco and their
respective affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court.
The receipt of cash pursuant to the Scheme by U.S. shareholders
(and Micro Focus ADS Holders) as consideration for the cancellation
of its Micro Focus shares pursuant to the Scheme may be a taxable
transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax
laws. Each Micro Focus Shareholder (including U.S. shareholders)
and Micro Focus ADS Holder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable U.S.
federal, state and local, as well as foreign and other, tax
laws.
Micro Focus is currently subject to the informational requirements
of the U.S. Exchange Act and, in accordance therewith, files
reports and other documents with the SEC. Reports and other
information filed by Micro Focus with the SEC may be obtained free
or charge from the SEC's website at www.sec.gov.
Neither the SEC nor any U.S. state securities commission has
approved, disproved or passed judgment upon the fairness or the
merits of the Acquisition or determined if this Announcement is
adequate, accurate or complete. Any representation to the contrary
is a criminal offence in the U.S.
In accordance with normal United Kingdom practice and pursuant to
Rule 14e-5(b) of the U.S. Exchange Act (if applicable), OpenText,
Bidco, certain affiliated companies and their nominees or brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, shares or other securities of
Micro Focus outside of the United States, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme becomes effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made, they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable
law, including the U.S. Exchange Act. Any information about such
purchases or arrangements to purchase will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website
at www.londonstockexchange.com.
Forward-looking statements
This Announcement (including information incorporated by reference
in this Announcement), oral statements made regarding the
Acquisition, and other information published by OpenText, Bidco and
Micro Focus contain statements which are, or may be deemed to be,
"forward-looking statements". All statements, other than statements
of historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and
projections of OpenText, Bidco and Micro Focus about future events,
and are therefore subject to risks and uncertainties which could
cause actual results, performance or events to differ materially
from those expressed or implied by the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on the OpenText Group, the Micro Focus Group and the
Enlarged Group, the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "budget",
"targets", "aims", "scheduled", "estimates", "forecast", "intends",
"anticipates", "seeks", "prospects", "potential", "possible",
"assume" or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. OpenText, Bidco and Micro Focus give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and
uncertainties (and other factors that are in many cases beyond the
control of OpenText, Bidco and/or Micro Focus) because they relate
to events and depend on circumstances that may or may not occur in
the future.
There are a number of factors that could affect the future
operations of the OpenText Group, the Micro Focus Group and/or the
Enlarged Group and that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include the satisfaction
(or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and
economic conditions; the impact of the Covid-19 pandemic or other
pandemics, asset prices; market-related risks such as fluctuations
in interest rates and exchange rates, industry trends, competition,
changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including
changes related to capital and tax), changes in political and
economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict, disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and
currency fluctuations), the timing impact and other uncertainties
of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Group to realise successfully any
anticipated synergy benefits when the Acquisition is implemented
(including changes to the board and/or employee composition of the
Enlarged Group), the inability of the OpenText Group to integrate
successfully the Micro Focus Group's operations and programmes when
the Acquisition is implemented, the Enlarged Group incurring and/or
experiencing unanticipated costs and/or delays (including IT system
failures, cyber-crime, fraud and pension scheme liabilities), or
difficulties relating to the Acquisition when the Acquisition is
implemented. Other unknown or unpredictable factors could affect
future operations and/or cause actual results to differ materially
from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such
factors.
Each forward-looking statement speaks only as of the date of this
Announcement. Neither OpenText Group nor Micro Focus Group, nor any
of their respective associates or directors, officers or advisers,
provides any representation, warranty, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. Forward-looking statements involve inherent risks and
uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this
section.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Code, the UK
Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules), neither the OpenText Group nor the Micro Focus
Group is under or undertakes any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates or quantified financial benefits
statements
Nothing in this Announcement is intended, or is to be construed, as
a profit forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for OpenText or Micro Focus for the current or future financial
years, will necessarily match or exceed the historical published
earnings or earnings per share for OpenText or Micro Focus, as
appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the Announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later
than 3.30 p.m. on the tenth business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 p.m.
on the tenth business day following the Announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror before the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a
single person for the purpose of
Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Micro Focus Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Micro Focus may be provided to OpenText and/or
Bidco during the Offer Period as
required under section 4 of Appendix 4 to the Code to comply with
Rule 2.11(c) of the Code.
Publication on a website
This Announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on OpenText's website at
https://investors.opentext.com/ and on Micro Focus's website at
https://www.microfocus.com/en-us/investors by no later than 12 noon
(London time) on the Business Day following the publication of this
Announcement. Neither the content of any of the websites referred
to in this Announcement nor the content of any website accessible
from hyperlinks in this Announcement is incorporated into, or forms
part of, this Announcement.
Right to request hard copies
Micro Focus Shareholders may, subject to
applicable securities laws, request a hard copy of this
Announcement (and any information incorporated into it by reference
to another source) by contacting Micro Focus's registrars,
Equiniti, between 8.30 a.m. to 5.30 p.m. (London time) Monday
to Friday (excluding public holidays in England and Wales) on 0371
384 2734 (textphone for shareholders with hearing difficulties 0371
384 255) within the United Kingdom or on +44 (0)121 415 0804 from
overseas, or by submitting a request in writing to Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, with
an address to which the hard copy may be sent. Calls are charged at
the standard geographic rate and will vary by provider. For persons
who receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent unless so requested. Micro Focus Shareholders may,
subject to applicable securities laws, also request that all future
documents, announcements and information to be sent in relation to
the Acquisition should be in hard copy form.
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:
18 October 2022
Micro
Focus International plc
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By:
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/s/
Matt Ashley
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Name:
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Matt
Ashley
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Title:
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Chief
Financial Officer
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