8th Oct 2014 17:18
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
8 October 2014
Micro Focus International plc
Publication of Prospectus
Further to the announcement by Micro Focus International plc ("Micro Focus" or the Company") on 15 September 2014, the Company is pleased to announce that the prospectus in respect of the proposed merger with The Attachmate Group, Inc and the proposed return of value (the "Prospectus") was approved today by the UK Listing Authority and has been published. A notice convening the General Meeting in relation to the Merger, the Return of Value, and related proposals, to be held at 3.00 p.m. on 27 October 2014 at the registered office of the Company, will be posted to Shareholders shortly.
A copy of the Prospectus is available for viewing on the Company's website at http://www.microfocus.com/ and will shortly be available for inspection at the registered office of the Company, which is situated at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN, UK.
A copy of the Prospectus will also be submitted to the National Storage Mechanism and will be available shortly for viewing at http://www.morningstar.co.uk/uk/NSM.
Capitalised terms in this announcement shall have the same meaning as those defined in the Prospectus.
Expected timetable of events(1):
2014 | |
Prospectus, Forms of Proxy and Forms of Election despatched | 8 October |
Latest time and date for receipt of Forms of Proxy or electronic appointments | 3.00 p.m. on 23 October |
Micro Focus General Meeting | 3.00 p.m. on 27 October |
Election Deadline, latest time and date for receipt of Forms of Election or TTE Instructions from CREST holders in relation to the Options | 4.30 p.m. on 31 October(2) |
Latest time and date for dealings in Existing Ordinary Shares. Ordinary Share register closed and Existing Ordinary Shares disabled in CREST | 4.30 p.m. 31 October(2)
|
Record Time for the ROV Entitlement and the Share Capital Consolidation | 6.00 p.m. on 31 October(2)
|
Completion of the Merger | 3 November |
Cancellation of trading of Existing Ordinary Shares. Consideration Shares issued and New Ordinary Shares admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. Dealings commence in New Ordinary Shares | 8.00 a.m. on 3 November |
C Shares and B Shares (if applicable) issued | 8.00 a.m. on 3 November |
CREST accounts credited with New Ordinary Shares | Approx. 8.00 a.m. on 3 November |
If applicable, redemption of B Shares, if any, issued pursuant to the Capital Option | By 12 November |
C Share Dividend becomes payable on C Shares and C Shares automatically reclassified as Deferred Shares | By 12 November |
Despatch of share certificates and fraction cheques (if applicable) in respect of New Ordinary Shares | By 12 November |
Despatch of cheques, or payment by BACS to mandated Sterling bank accounts, in respect of proceeds under the Income Option | By 12 November |
Despatch of cheques or, if held in CREST, CREST accounts credited in respect of proceeds under the Capital Option | By 12 November |
Notes:
(1) The times and dates set out in the expected timetable of principal events above and mentioned in this document and in any other document issued in connection with the Merger or the Return of Value are subject to change by the Company, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, to Shareholders.
(2) If the Directors determine (in their absolute discretion) that the Merger Agreement is unlikely to complete on 3 November 2014, the Directors will, if possible, postpone the Record Date and the Election Deadline (which shall, for the avoidance of doubt, fall on the same day), giving, if possible, not less than three Business Days' notice of the postponement by RIS. The Record Date and the Election Deadline will subsequently be re-scheduled and the Company shall provide not less than three Business Days' notice by RIS of the revised Record Date and Election Deadline, which is expected to take place on the Business Day prior to the date on which the Merger Agreement completes.
For further information, please contact:
Micro Focus Tel: +44 1635 32646
Kevin Loosemore, Executive Chairman
Mike Phillips, Chief Financial Officer
Tim Brill, IR Director
Powerscourt (PR adviser to Micro Focus) Tel: +44 2072 501446
Giles Sanderson
Nick Dibden
Sophie Moate
Related Shares:
MCRO.L