Proposed Return Of Value To Shareholders

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA (THE "RESTRICTED TERRITORIES")

4 September 2012

MICRO FOCUS INTERNATIONAL PLC

("MICRO FOCUS" OR THE "COMPANY")

PROPOSED RETURN OF VALUE TO SHAREHOLDERS OF 50 PENCE PER SHARE VIA A B/C SHARE SCHEME

Further to the Company's IMS announcement on 16 August 2012, the Company announces that it is today posting a circular (the "Circular") to its shareholders containing details of a proposed 50 pence per share (approximately £82.0 million or $129.3 million in aggregate) return of value to Shareholders (the "Return of Value"). The Circular will include a notice convening a general meeting of the Company to approve the Return of Value and an associated share capital consolidation.

The Board has decided to effect the Return of Value through a structure involving an issue of B Shares and/or C Shares which would enable all Shareholders, subject to applicable overseas restrictions and tax laws, to elect to receive their Return of Value proceeds as either income (the "Income Option") or capital (the "Capital Option") or any combination of the two. Under this proposal, referred to as the "B/C Share Scheme", and subject to shareholder approval being obtained, for every 1 existing Ordinary Share held at 6.00pm on 25 October 2012, 50 pence is to be returned to Shareholders through the issue to them of either one B Share, which will be redeemed by the Company for 50 pence, or one C Share, on which a dividend of 50 pence will be paid or which will be purchased by Numis, acting as principal (and not as agent, nominee or trustee), at 50 pence per share under an offer to be made by them.

Key elements and expected timetable of the proposed B/C Share Scheme are as follows:

§ Shareholders, other than those in certain Restricted Territories and subject to certain further restrictions detailed in the Circular, can elect to receive their Return of Value proceeds pursuant to either the Income Option or the Capital Option or any combination of the two;

§ Shareholders in certain Restricted Territories and shareholders who fail to make an election will be deemed to have elected for the Income Option;

§ the latest time and date for receipt of shareholders' forms of proxy and CREST proxy instructions is 1.30pm on 24 September 2012;

§ the B/C Share Scheme is conditional upon Shareholder approval, which will be sought at a general meeting of the Company to be held at 1.30 p.m. on 26 September 2012;

§ the latest time and date for receipt of shareholders' elections is 4.30 p.m. on 25 October 2012;

§ the record time for the share capital consolidation and entitlement to B Shares and/or C Shares is 6.00pm on 25 October 2012;

§ Numis will make an offer for C Shares (if any) which are issued in lieu of B Shares pursuant to the Capital Option by 4.30pm on 29 October 2012; and

§ cheques are expected to be despatched to Shareholders, BACS payments are expected to be made to shareholders and CREST accounts are expected to be credited by 12 November 2012.

In order to maintain (subject to market fluctuations) the market price for existing Ordinary Shares at approximately the same level as prevailed immediately prior to the implementation of the B/C Share Scheme, a proportional share capital consolidation of the Company's existing Ordinary Shares is also proposed. Shareholders will receive 10 new Ordinary Shares in substitution for every 11 existing Ordinary Shares held at the record time.

The Circular setting out full details of the B/C Share Scheme and explaining why the Directors consider the B/C Share Scheme to be in the best interests of Shareholders as a whole will be dispatched to Shareholders later today, including a notice convening a General Meeting of the Company, to be held at Micro Focus House, 2 East Bridge Street, Belfast BT1 3NQ, Northern Ireland at 1.30 p.m. on 26 September 2012. The Circular will also be available at the Company's website at www.microfocus.com. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do 

Enquiries:

Micro Focus Tel: +44 (0)1635 32646

Kevin Loosemore, Executive Chairman

Mike Phillips, Chief Financial Officer

Tim Brill, IR Director

Powerscourt Tel: +44 (0)20 7250 1446

Giles Sanderson

Nick Dibden

Sophie Moate

Important information

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the Restricted Territories.

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the Restricted Territories.

Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.