Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
November 03 2022 - 3:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
Month of: November 2022
Commission
File Number: 001-38187
MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
|
The Lawn, 22-30 Old Bath Road
Newbury, Berkshire
RG14 1QN
United Kingdom
+44 (0) 1635-565-459
(Address of principal executive office)
Indicate
by check mark whether this registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
CONTENTS
Exhibit No.
|
Exhibit Description
|
99.1
|
Transaction
related update, dated 3 November 2022
|
3 November 2022
Micro Focus International plc
Transaction related update
Micro
Focus International plc ("Micro Focus", the "Group") has provided
OpenText Corporation ("OpenText") with certain unaudited financial
information in respect of the Group's financial performance,
including information as at and for the 3 months ended 31 July 2022
("Q3") which is included as an Appendix to this
announcement.
This information has been provided solely in relation to OpenText's
proposed recommended acquisition of Micro Focus, as announced on 25
August 2022.
Micro
Focus will release a trading statement for the 12 months ended 31
October 2022 on 14 November 2022.
Enquiries:
Micro
Focus
Tel: +44 (0)1635 32646
Stephen Murdoch, CEO
Investors@microfocus.com
Matt Ashley, CFO
Ben Donnelly, VP of FP&A and Investor Relations
Brunswick
Tel: +44 (0) 20 7404 5959
Sarah
West
MicroFocus@brunswickgroup.com
Jonathan
Glass
Notes to Editors:
About Micro Focus
Micro Focus (LSE: MCRO.L, NYSE:
MFGP) is a global enterprise software company supporting the
technology needs and challenges of the Global 2000. Our
solutions help organisations 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
Modernisation & Connectivity. For more information,
visit: www.microfocus.com
Appendix:
The Group completed the disposal of the Digital Safe business on 31
January 2022. As such the following financial results for the 3
months ended 31 July 2022 include no contribution from Digital Safe
whilst the results for the comparative 3 months ended 31 July 2021
include a full contribution from Digital Safe unless otherwise
stated.
|
3 months
ended
31/07/2022
$m
(Unaudited)
|
3 months
ended
31/07/2021
$m
(Unaudited)
|
%
|
Revenue
(reported)
|
601.7
|
683.9
|
(12)%
|
Revenue
(excluding Digital Safe) at CCY1
|
601.7
|
634.4
|
(5)%
|
Cost of
sales
|
(177.2)
|
(191.4)
|
(7)%
|
Gross
profit
|
424.5
|
492.5
|
(14)%
|
Gross
margin (%)
|
71%
|
72%
|
(1)%
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Adjusted
EBITDA2
|
180.1
|
232.2
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(22)%
|
Adjusted
EBITDA2 (excluding
Digital Safe) at CCY1
|
180.1
|
220.2
|
(18)%
|
Free
cash flow for Q3
|
(5.5)
|
(59.5)
|
91%
|
1CCY basis means restating the
results of the Micro Focus Group for the comparable period at the
same average exchange rates as those used in reported results for
the current period.
2 The
Group defines Adjusted EBITDA as EBITDA, adding back exceptional
items including the profit on disposal of discontinued operations,
share-based compensation and foreign exchange (gains)/losses.
EBITDA is defined as net earnings before finance costs, finance
income, taxation, depreciation of property, plant and equipment,
right-of-use asset depreciation and amortisation of intangible
assets.
Free cash flow for the 9 months ended 31 July 2022, which includes
3 months cash flow from the Digital Safe business prior to its
disposal on 31 January 2022, was $184.5m (9 months ended 31 July
2021: $80.0m).
|
3 months ended
31/07/2022
$m
(Unaudited)
|
Adjusted
EBITDA
|
180.1
|
|
|
Adjusting items
|
|
Intangible
amortisation
|
(203.6)
|
Depreciation
|
(19.3)
|
Exceptional
items (including goodwill impairment of $400m)
|
(414.2)
|
Share
based payments
|
(7.5)
|
FX
gain
|
4.7
|
Net
finance costs
|
(35.2)
|
Taxation
|
17.7
|
Net income
|
(477.3)
|
|
31/07/2022
$m
(Unaudited)
|
Cash
|
462.0
|
Borrowings,
comprising:
|
(4,094.0)
|
-
Bank
|
(3,924.4)
|
-
Lease obligations
|
(169.6)
|
Lease
receivable reimbursed by the Digital Safe business
|
16.0
|
Net debt
|
3,616.0
|
Basis of preparation
As a Group listed on the London Stock Exchange with American
Depositary Shares listed on the New York Stock Exchange, it is
considered a Foreign Private Issuer and as such financial
information is produced using accounting policies in accordance
with International Financial Reporting Standards
("IFRSs") as issued by the International
Accounting Standards Board. These accounting policies are detailed
in the Annual Report and Accounts for the year ended 31 October
2021 apart from standards, amendments
to or interpretations of published standards adopted since 31
October 2021 which have not had a material
impact.
Other than as described below, this unaudited financial information
has been prepared in accordance with the recognition and
measurement principles of these accounting policies, and it does
not include all information required for a complete set of
financial statements prepared in line with IFRSs.
The taxation credit has been calculated applying the rates
determined in our interim financial statements for the six months
ended 30 April 2022, adjusted for certain discrete items which
occurred in the 3 months ended 31 July 2022.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
Date: 3
November 2022
Micro
Focus International plc
|
By:
|
/s/
Matt Ashley
|
|
Name:
|
Matt
Ashley
|
|
Title:
|
Chief
Financial Officer
|
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