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Results of General Meeting

21st Aug 2018 11:39

RNS Number : 4458Y
Micro Focus International plc
21 August 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 

21 August 2018

 

Micro Focus International plc

Results of General Meeting

 

Micro Focus International plc ("Micro Focus" or the "Company", LSE: MCRO.L, NYSE: MFGP) is pleased to announce that, at the General Meeting of the Company's shareholders held earlier today, the resolution proposed at the meeting (the "Resolution") was duly passed on a poll vote.

 

Shareholders voted to approve the proposed transaction whereby Micro Focus has agreed to sell its SUSE business segment to Marcel Bidco GmbH, a newly incorporated, wholly-owned subsidiary of EQTVIII SCSp, for a total cash consideration of $2.535 billion (the "Transaction") on a cash and debt free basis and subject to normalisation of working capital. EQT VIII SCSp is a private equity fund managed and operated by EQT Fund Management S.à r.l., a member of the leading private equity group, EQT AB Group.

 

Following this vote, the Transaction remains conditional upon the implementation of the separation of the SUSE business segment pursuant to an agreed separation plan and applicable antitrust, competition, merger control and governmental clearances having been obtained (some of which have now been obtained). The full text of the Resolution is shown in the notice of the General Meeting set out in the circular sent to Shareholders on 31 July 2018 and full details of the votes received from the Company's shareholders for the Resolution will be available on our website at https://investors.microfocus.com/.

 

A copy of the Resolution will be submitted to the National Storage Mechanism, where it will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

 

About Micro Focus

Micro Focus is a global enterprise software company supporting the technology needs and challenges of the Global 2000. Our solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Our product portfolios are Security, IT Operations Management, Application Delivery Management, Information Management & Governance and Application Modernization & Connectivity. For more information, visit: www.microfocus.com. SUSE, a pioneer in Open Source software, provides reliable, interoperable Linux, Software Defined Infrastructure and Application Delivery platforms that give customers greater control and flexibility while reducing cost. For more information, visit: www.suse.com.

 

 

 

 

 

 

For further information, please contact:

 

Enquiries:

Micro Focus

Tel: +44 (0) 1635 32646

Kevin Loosemore, Executive Chairman

Stephen Murdoch, Chief Executive Officer

Chris Kennedy, Chief Financial Officer

Tim Brill, IR Director

 

 

Numis (Sponsor, Financial Adviser and Corporate Broker)

Tel: +44 (0) 20 7260 1000

 

Alex Ham

Simon Willis

 

 

SCA (Financial Adviser)

Tel: +44 (0) 20 3709 9501

Glyn Lloyd

 

 

Powerscourt

Tel: +44 (0) 20 7250 1446

Elly Williamson

Celine MacDougall

 

Numis Securities Limited is acting as sole sponsor, financial adviser and corporate broker to Micro Focus in connection with the Transaction. SCA is also acting as financial adviser to Micro Focus in connection with the Transaction.

 

IMPORTANT NOTICE:

 

Numis Securities Limited ("Numis"), which is authorised in the United Kingdom under the Financial Services and Markets Act 2000 (as amended) and which is regulated by the Financial Conduct Authority, is acting as corporate broker and financial adviser in connection with the Transaction. Numis is acting exclusively for Micro Focus in connection with the Transaction and for no-one else and will not be responsible to anyone other than Micro Focus for providing the protections afforded to the clients of Numis nor for providing any advice in relation to the Transaction or the contents of this announcement or any transaction, arrangement or matter referred to herein.

 

The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so would breach any applicable law. No public offer of securities is being made by virtue of this announcement.

 

This announcement has been prepared for the purposes of complying with the applicable laws and regulations of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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