26th Sep 2012 18:05
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")
26 September 2012
Micro Focus International plc ("Micro Focus" or the "Company")
B/C Share Scheme - Results of General Meeting
At the General Meeting of the Company held at Micro Focus House, 2 East Bridge Street, Belfast BT1 3NQ, Northern Ireland at 1:30 p.m. on 26 September 2012, all of the Resolutions set out in the circular published by the Company on 4 September 2012 in relation to the B/C Share Scheme ("Circular") were duly passed on a poll vote.
Shareholders have accordingly approved: (i) the proposed return of 50 pence per Exiting Ordinary Share to Shareholders by way of one B Share or one C Share for each Existing Ordinary Share held at Record Time; and (ii) the 10 for 11 Share Capital Consolidation, in accordance with the terms and conditions set out in the Circular.
Elections between the Share Alternatives available under the B/C Share Scheme must be made in accordance with the terms set out in the Circular and in any event by 4:30 p.m. on 25 October 2012. An announcement regarding the results of Shareholders' elections in relation to the B/C Share Scheme is expected to be made on 26 October 2012.
Furthermore, an application will be made to the UK Listing Authority and the London Stock Exchange to amend the Official List and to amend the trading line on the London Stock Exchange to reflect the Share Capital Consolidation. It is expected that the Official List and the trading line will be amended with effect from 8:00 a.m. on 26 October 2012.
The full results of the meeting and the full text of each of the Resolutions will be available on the Company's website www.microfocus.com. In addition, in accordance with Listing Rule 9.6.2, a copy of the resolutions passed at the General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do.
Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular.
Enquiries
Micro Focus Tel: +44 (0) 1635 32646
Kevin Loosemore, Executive Chairman
Mike Phillips, Chief Financial Officer
Tim Brill, IR Director
Powerscourt
Giles Sanderson/NickDibden/Sophie Moate Tel: +44 (0)20 7250 1446
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This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the Restricted Territories.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.
Related Shares:
MCRO.L