14th Nov 2014 17:10
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.
14 November 2014
Micro Focus International plc
Revised Record Date and Update on the Merger
On 28 October 2014 Micro Focus International plc ("Micro Focus" or the "Company") announced the postponement of the Record Date and the Election Deadline in relation to the Return of Value (the "ROV") and a delay to the expiration or termination of the waiting period under the Hart-Scott-Rodino Act in the United States (the "HSR Waiting Period") in relation to the proposed Merger with The Attachmate Group, Inc.
The Company is pleased to announce that it has now received notification of the termination of the HSR Waiting Period. As a result, completion of the Merger is now expected to occur on 20 November 2014.
In view of this, the Directors have resolved that the new Record Date and Election Deadline will be on 19 November 2014 and the Payment Date will be by 1 December 2014.
Following Admission of the New Ordinary Shares (including the Consideration Shares) and the Share Capital Consolidation in relation to the ROV whereby Shareholders will receive 0.9285 New Ordinary Shares for each Existing Ordinary Share held, it is expected that there will be a total of 228,440,741 New Ordinary Shares in issue (including the Consideration Shares), of which 11,951,119 New Ordinary Shares will be held in treasury. Therefore, the resulting total number of voting rights in Micro Focus will be 216,489,622. In addition, following Admission the Company will have a block listing in place for a total of 1,264,324 New Ordinary Shares. It is expected that the Existing Ordinary Shares will be cancelled and the New Ordinary Shares will be admitted at 8.00 a.m. on 20 November 2014 to the premium listing segment of the Official List under ISIN GB00BQY7BX88 and to trading on the London Stock Exchange's main market for listed securities.
In accordance with the Company's announcement issued on 28 October 2014, all TTE instructions received under the original (and now disabled) corporate action set up by Euroclear are invalid and the receiving agent has released the relevant Existing Ordinary Shares from escrow back to the originating CREST account. Euroclear will, shortly following this announcement of the revised Record Time and Election Deadline, set up a new event within CREST with a new corporate action number and Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) who hold their Existing Ordinary Shares in uncertificated form should make a new TTE instruction in accordance with the instructions set out in paragraph 4 of Section I of Part XI (The Return of Value) of the Prospectus.
For Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) who hold their Ordinary Shares in certificated form, in accordance with the terms of the Return of Value, all Forms of Election which have been received by the Company's Registrars will remain valid unless withdrawn by the relevant Shareholder.
Capitalised terms in this announcement have the same meaning as the defined terms in the prospectus sent to Shareholders on 8 October 2014 (the "Prospectus").
Set out below in Appendix 1 is the new expected timetable for completion of the Merger and the Return of Value.
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 20 7250 1446
Giles Sanderson
Nick Dibden
Sophie Moate
APPENDIX 1
REVISED EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2014 | |
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 19 November |
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. on 19 November |
Record Time for the ROV Entitlement and the Share Capital Consolidation | 6.00 p.m. on 19 November
|
Completion of the Merger
| 20 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 20 November
|
C Shares and B Shares issued
| 8.00 a.m. on 20 November |
CREST accounts credited with New Ordinary Shares | Approx. 8.00 a.m. on 20 November
|
Redemption of B Shares issued pursuant to the Capital Option
| By 1 December |
C Share Dividend becomes payable on C Shares and C Shares automatically reclassified as Deferred Shares
| By 1 December |
Despatch of share certificates and fraction cheques (if applicable) in respect of New Ordinary Shares
| By 1 December |
Despatch of cheques, or payment by BACS to mandated Sterling bank accounts, in respect of proceeds under the Income Option
| By 1 December |
Despatch of cheques or, if held in CREST, CREST accounts credited in respect of proceeds under the Capital Option | By 1 December |
[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 ROV 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.
Related Shares:
MCRO.L