28th Oct 2014 07:00
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.
28 October 2014
Micro Focus International plc
Update on the Merger and the Return of Value and Revised Timetable
Further to the announcement by Micro Focus International plc ("Micro Focus" or the "Company") on 27 October 2014 regarding the approval of Shareholders at the General Meeting, the Company announces that, following receipt of merger control clearances from the German Federal Cartel Office and the Austrian Federal Competition Authority, the only remaining merger control condition relating to the Merger is the expiration or termination of the waiting period under the Hart-Scott-Rodino Act in the United States ("HSR Waiting Period"), which is no longer expected to occur within the published timetable.
The Company hereby gives notice that the Record Date and the Election Deadline in relation to the proposed Return of Value are hereby postponed until further notice. The terms of the Return of Value and the Share Capital Consolidation described in the Prospectus remain valid. As soon as notification is received of the expiration or termination of the HSR Waiting Period the Company will give, where practicable, not less than three Business Days' notice of the revised Record Date and Election Deadline. It is currently envisaged that the revised Record Date and the Election Deadline will be re-scheduled to a date no later than on or prior to 24 November 2014 and consequently the revised Payment Date is expected to be no later than 8 December 2014.
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Return of Value, all Forms of Election which have been received by the Company's Registrars will remain valid unless withdrawn by the relevant Shareholder. As there may be a limited time between the announcement of a revised timetable and the Election Deadline, Shareholders are urged not to withdraw any Forms of Election which they have already submitted. For Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) who hold their Ordinary Shares through CREST, a new corporate action event will be set up once the revised timetable is confirmed. Shareholders are reminded that if they have any questions in relation to the Return of Value, they should call the Shareholder helpline described in the Prospectus, which will remain open until completion of the Merger and the Return of Value.
Capitalised terms in this announcement shall have the same meaning as those defined in the combined circular and prospectus sent to Shareholders on 8 October 2014 (the "Prospectus").
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
Related Shares:
MCRO.L