Result of Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION

MICRO FOCUS INTERNATIONAL PLC

RESULT OF PLACING

22 March 2016

Micro Focus International plc ("Micro Focus" or the "Company") is pleased to announce the successful completion of the placing of ordinary shares announced earlier today (the "Placing").

A total of 10,873,180 ordinary shares of 10 pence each in Micro Focus (the "Placing Shares") have been placed by Numis Securities Limited ("Numis" or the "Bookrunner") at a price of 1455 pence per Placing Share, with institutional investors, raising total gross proceeds of approximately £158.2m for the Company. 10,872,680 of the Placing Shares are currently held in treasury ("Treasury Placing Shares") and 500 of the Placing Shares will be newly issued ("New Placing Shares"). The Placing Shares represent approximately 4.99 per cent of the issued ordinary share capital of Micro Focus (excluding treasury shares) prior to the Placing.

The Placing Shares are (or will, when issued, be issued credited as) fully paid and rank, or will rank, in full for all dividends and other distributions declared, made or paid after the date of transfer or issue, and otherwise pari passu in all respects with the existing ordinary shares of 10 pence each in the capital of Micro Focus.

Application has been made to the Financial Conduct Authority ("FCA") for the New Placing Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to the London Stock Exchange ("LSE") for admission to trading of the New Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will take place at 8:00am on 24 March 2016, (at which time the Placing will become unconditional) and that dealings in the New Placing Shares on the LSE's main market for listed securities will commence at the same time. The Treasury Placing Shares are already admitted to the premium listing segment of the Official List.

Enquiries

Micro Focus International plc

Tel: +44 (0) 1635 32646

Kevin Loosemore, Executive Chairman

Mike Phillips, Chief Financial Officer

Tim Brill, IR Director

Numis Securities Limited (Financial Adviser, Sole Broker and Bookrunner to Micro Focus)

Tel +44 (0)20 7260 1000

Corporate Broking - Alex Ham, Tom Ballard

Corporate Advisory - Simon Willis, Freddie Barnfield

IMPORTANT NOTICES

This announcement is for information only and does not constitute or form part of an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction. Persons needing advice should consult an independent financial adviser.

This announcement has been issued by and is the sole responsibility of the Company. No prospectus or admission document will be made available in connection with the matters contained in this announcement and no such prospectus or admission document is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US"), Australia, Canada, South Africa, New Zealand, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

In particular, the securities of Micro Focus (including the Placing Shares) have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Placing Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The Bookrunner is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing.

The distribution of this announcement and the placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunner that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Bookrunner to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Neither Numis Securities Limited nor any of its respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of its respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and the Admission or any transaction, arrangement or other matter referred to in this announcement.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipates", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the Company's business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the LSE or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The price of Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

Neither the content of the Company's website (nor any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.