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")

25 October 2013

MICRO FOCUS INTERNATIONAL PLC ("MICRO FOCUS" OR THE "COMPANY")

RETURN OF VALUE TO SHAREHOLDERS: ADMISSION OF NEW ORDINARY SHARES AND RESULTS OF D SHARE SCHEME ELECTIONS

Following the approval by Shareholders of the Return of Value and D Share Scheme and certain related matters at the General Meeting of the Company held on 26 September 2013, the Company today provides an update in respect of the Return of Value and D Share Scheme.

Admission of New Ordinary Shares

The Company announces that, following the Share Capital Consolidation being approved at the General Meeting and undertaken as part of the D Share Scheme, the New Ordinary Shares of 13 13/24 pence each in the capital of the Company will be admitted at 8.00 a.m. today to the premium listing segment of the Official List under ISIN GB00BCZM1F64 and to trading on the London Stock Exchange's main market for listed securities. Following Admission, there will be a total of 152,405,400 New Ordinary Shares in issue, of which 13,934,641 New Ordinary Shares will be held in treasury. Therefore, the resulting total number of voting rights in Micro Focus is 138,470,759.

Following Admission, the above figure of 138,470,759 may be used by Shareholders as the denominator for the calculations by which they will determine their interest in, or a change to their interest in, the Ordinary Shares, in the event they are required to make a disclosure under the FCA's Disclosure and Transparency Rules.

With effect from Admission, share certificates in respect of Existing Ordinary Shares will cease to be valid. It is expected that by 4 November 2013, the Company will despatch share certificates in respect of New Ordinary Shares together with cheques in respect of fractional entitlements where these exceed £5.00 to those Shareholders who held their Existing Ordinary Shares in certificated form and until such time Shareholders should retain any share certificate(s) they currently hold in respect of Existing Ordinary Shares. Shareholders who held their Existing Ordinary Shares in CREST will have the New Ordinary Shares to which they are entitled automatically credited to their CREST accounts at approximately 8.00 a.m. today.

D Share Issue and Results of D Share Scheme elections

On 24 October 2013, a committee of the Board of Directors resolved to allot, in aggregate, 150,009,988 D Shares to those Shareholders on the register of members at 6:00 p.m. on 24 October 2013. These shares will be issued at 8:00 a.m. today.

As at the Election Deadline of 4.30 p.m. on 24 October 2013, Shareholders' elections or, as the case may be, deemed elections, for the Election Alternatives in respect of the D Share Scheme were as follows:

Shareholders who had not made a valid election, and all Overseas Shareholders with a registered address in a Restricted Territory, have been deemed to have elected for the Income Option in respect of all of their Existing Ordinary Shares.

The Company expects Numis to make the Purchase Offer to those Shareholders who have elected for the Capital Option on or around 28 October 2013.

Settlement

It is expected that, on or around 1 November 2013, the Company will make a further announcement concerning the declaration of the D Share Dividend in respect of D Shares issued under the D Share Scheme and the repurchase of the Deferred Shares.

It is expected that Shareholders that have elected for either the Income Option or Capital Option will receive their proceeds from the D Share Scheme by 12 November 2013.

Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular. All references in this announcement to times are to London times unless otherwise stated.

Enquiries:

Micro Focus Tel: +44 (0) 1635 32646

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.