Syndication of New Facilities worth $5.5bn

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31 March 2017

Micro Focus International plc

Syndication of the New Facilities totalling US$5.5bn in relation to the Proposed Merger with the Software Business Segment of Hewlett Packard Enterprise

On 7 September 2016, Micro Focus International plc ("Micro Focus" or the "Company") and Hewlett Packard Enterprise ("HPE"), announced that they had reached a definitive agreement on the terms of a transaction (the "Transaction") pursuant to which the Company agreed to acquire HPE's software business segment ("HPE Software") by way of the merger (the "Merger") with a wholly owned subsidiary of HPE incorporated to hold the business of HPE Software for the purposes of the Transaction. Today Micro Focus announces the launch of the syndication process for the proposed new credit facilities (the "New Facilities") on behalf of both MA FinanceCo, LLC and Seattle SpinCo, Inc to enable completion of the Transaction.

The New Facilities comprise a US$500 million Revolving Credit Facility placed with a number of financial institutions and US$5,000 million of term loans. The indicative terms for syndication of the term loans will be as follows:

(a) in relation to the existing senior secured term loan C of US$412 million to be amended and re-priced: an initial interest rate of 2.25% above LIBOR (subject to a LIBOR floor of 0.00%), due November 2019; and

(b) in relation to the existing senior secured term loan B-2 of US$1,103 million to be amended and re-priced: an initial interest rate of 2.50% above LIBOR (subject to a LIBOR floor of 0.00%) due November 2021;

(c) in relation to the new senior secured term loan Bs in aggregate amount of US$3,485 million with a minimum tranche size US$500 million equivalent in either US Dollars or Euros: an initial interest rate of 3.00-3.25% above LIBOR/EURIBOR respectively (subject to a LIBOR/EURIBOR floor of 0.00%) and an original issue discount of 0.5%.

The terms of the New Facilities, as set out above, are subject to variation within limited parameters pending the completion of the syndication process. The final terms of the New Facilities will be announced once syndication is complete, which is expected to be in approximately three weeks' time.

The New Facilities will be used to (i) fund the pre-Completion cash payment to HPE of $US2,500 million (subject to certain adjustments in limited circumstances), (ii) refinance the existing facilities of Micro Focus of c. US$1,500 million, (iii) fund the RoV to Micro Focus' existing Shareholders of between US$400 million and US$500 million and (iv) pay transaction costs. The balance will be used for general corporate and working capital purposes.

Terms used in this announcement, but not defined, have the same meaning as those set out in Micro Focus' announcement of the Merger on 7 September 2016.

For further information please contact:

Micro Focus International plc

Kevin Loosemore (Executive Chairman)

Mike Phillips (Chief Financial Officer)

Tim Brill (Director, Corporate Communications & IR)

+44 16 3556 5605

Powerscourt (PR adviser)

Juliet Callaghan

+44 20 7250 1446