TIDMMCRO
RNS Number : 6348E
Micro Focus International plc
09 May 2017
9 May 2017
Micro Focus International plc
Circular and Notice of General Meeting
Further to the announcement by Micro Focus International plc
("Micro Focus") on 7 September 2016 relating to the proposed
transaction whereby Micro Focus has agreed to combine with Hewlett
Packard Enterprise Company's software business segment ("HPE
Software") by way of a merger (the "Transaction"), Micro Focus
announces today that the UK Listing Authority has approved a Class
1 circular in relation to the Transaction (the "Circular") dated 9
May 2017. The Circular is now available to view on Micro Focus'
website (www.microfocus.com).
A hard copy of the Circular will be posted to Micro Focus
shareholders shortly. As set out in the Circular, a General Meeting
will be held at 2.00 p.m. on 26 May 2017 at 10 Paternoster Square,
London EC4M 7LT to allow Micro Focus shareholders to vote on the
resolutions required to approve and implement the Transaction and
related matters, including a proposed return of value to Micro
Focus shareholders of US$500 million by way of a B share scheme
(the "Return of Value") and the share capital consolidation to be
carried out in connection therewith (the "Share Capital
Consolidation").
The Circular contains the audited financial information of HPE
Software for the financial years ended 31 October 2014, 31 October
2015 and 31 October 2016, prepared in accordance with IFRS and the
conventions set out in SIR 2000 for the preparation of carve-out
financial statements and using the accounting policies adopted by
Micro Focus.
All required antitrust, competition, merger control and
governmental clearances in connection with the Transaction have now
been received.
The timetable of principal events is as follows: *
Announcement of the Transaction 7 September 2016
Posting and publication of the 9 May 2017
Circular and Notice of General Meeting
Latest time and date for receipt of 2.00 p.m. on 24 May 2017
Forms of Proxy, electronic proxy voting and
CREST Proxy Instructions for the General Meeting
General Meeting 2.00 p.m. on 26 May 2017
The following dates assume the satisfaction of the conditions to
completion of the Transaction by 30 August 2017 (other than those
conditions that are intended to be satisfied contemporaneously with
completion) but are indicative only and subject to change:
Record time for the Return of Value 6.00 p.m. on 31 August
2017
and Share Capital Consolidation
B shares issued 7:00 p.m. on 31 August 2017
B shares redeemed 11:59 p.m. on 31 August 2017
Share Capital Consolidation effected and New 8:00 a.m. on 1
September 2017
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
Completion of the Transaction 8.00 a.m. on 1 September 2017
Consideration Shares issued and admitted to the 8.00 a.m. on 1
September 2017
premium segment of the Official List and to trading
on the London Stock Exchange's main market for
listed securities
* References to time in this announcement are to London time
unless otherwise stated.
Copies of the Circular may be inspected free of charge at Micro
Focus' website (www.microfocus.com) and will be made available for
inspection during business hours on any weekday (Saturdays, Sundays
and bank holidays excepted) at the offices of Travers Smith LLP, 10
Snow Hill, London EC1A 2AL up to and including 26 May 2017 and will
also be available for inspection at the General Meeting for at
least fifteen minutes prior to and during the General Meeting.
A copy of the Circular will also be submitted to the National
Storage Mechanism, where it will shortly be
availble for inspection at www.morningstar.co.uk/uk/NSM.
Capitalised terms not otherwise defined in this announcement
shall have the meaning given to them in the
Circular.
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
J.P. Morgan Limited (which conducts its UK investment banking
activities as J.P. Morgan Cazenove, "J.P. Morgan Cazenove") is
acting as sole sponsor and lead financial adviser to Micro Focus in
connection with the Transaction. Numis Securities Limited is also
acting as financial adviser and corporate broker to Micro Focus in
connection with the Transaction.
About Micro Focus
Micro Focus (LSE: MCRO.L) is a global enterprise software
company supporting the technology needs and challenges of the
Forbes Global 2,000 (the top 2,000 public companies in the world as
determined by Forbes magazine). 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.
Micro Focus's Product Portfolios are Micro Focus and SUSE. Within
Micro Focus our solution portfolios are COBOL Development and
Mainframe Solutions, Host Connectivity, Identity and Access
Security, IT Development and Operations Management Tools, and
Collaboration and Networking. For more information, visit:
www.microfocus.com. SUSE, a pioneer in Open Source software,
provides reliable, interoperable Linux, cloud infrastructure and
storage solutions that give enterprises greater control and
flexibility. For more information, visit: www.SUSE.com.
About HPE Software
HPE Software is a leading global provider of enterprise grade
scalable software that allows customers to test application
quality, manage the application lifecycle, automate IT operations,
accelerate and secure business processes. The company offers a
broad range of software for enterprises of all sizes across four
pillars (I) IT Operations Management, (II) Application Testing
& Delivery Management, (III) Security and Information
Governance and (IV) Big Data Platform Analytics. Its software
offerings include licences, support, SaaS and Professional Services
across its product portfolio.
The business operates a global footprint spanning the Americas,
Asia Pacific & Japan and EMEA regions, with over 30,000
customers across the world. The business currently works with 98 of
the Fortune 100 companies.
IMPORTANT NOTICE:
J.P. Morgan Limited (which conducts its UK investment banking
activities as J.P. Morgan Cazenove, "J.P. Morgan Cazenove"), which
is authorised in the United Kingdom under the Financial Services
and Markets Act 2000 (as amended) and which is regulated by the
Financial Conduct Authority, is acting as sole sponsor and lead
financial adviser to Micro Focus in connection with the
Transaction. J.P. Morgan Cazenove is acting exclusively for Micro
Focus in connection with the Transaction and for no-one else and
will not be responsible to anyone other than Micro Focus for
providing the protections afforded to the clients of J.P. Morgan
Cazenove nor for providing any advice in relation to the
Transaction or the contents of this announcement or any
transaction, arrangement or matter referred to herein.
Numis Securities Limited ("Numis"), which is authorised in the
United Kingdom under the Financial Services and Markets Act 2000
(as amended) and which is regulated by the Financial Conduct
Authority, is acting as corporate broker and financial adviser in
connection with the Transaction. Numis is acting exclusively for
Micro Focus in connection with the Transaction and for no-one else
and will not be responsible to anyone other than Micro Focus for
providing the protections afforded to the clients of Numis nor for
providing any advice in relation to the Transaction or the contents
of this announcement or any transaction, arrangement or matter
referred to herein.
The information contained in this announcement is not for
release, publication or distribution to persons in any jurisdiction
where to do so would breach any applicable law. No public offer of
securities is being made by virtue of this announcement.
This announcement has been prepared for the purposes of
complying with the applicable laws and regulations of the United
Kingdom and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside of the United Kingdom.
The release, publication or distribution of this announcement
in, into or from jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
NO INCORPORATION OF WEBSITES
Except as otherwise explicitly stated, neither the content of
the Micro Focus website nor the HPE website, nor any other website
accessible via hyperlinks on either such website or otherwise
included in this announcement, is incorporated into, or forms part
of, this announcement.
NO PROFIT FORECAST
No statement in this announcement is intended as a profit
forecast of Micro Focus or a profit estimate of Micro Focus and no
statement in this announcement should be interpreted to mean that
earnings per Micro Focus share for the current or future financial
years would necessarily match or exceed the historical published
earnings per Micro Focus share.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this announcement (including
information incorporated by reference in this announcement), oral
statements made regarding the proposed Transaction, and other
information published by Micro Focus or HPE may contain certain
statements about Micro Focus, HPE and HPE Software that are
"forward-looking statements" (including within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995). The
forward-looking statements contained in this announcement may
include statements about the expected effects on Micro Focus, HPE
and HPE Software of the Transaction, the anticipated timing and
benefits of the Transaction, Micro Focus' and HPE Software's
anticipated standalone or combined financial results and all other
statements in this document other than historical facts. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "intends",
"will", "likely", "may", "anticipates", "estimates", "projects",
"should", "would", "expect", "positioned", "strategy", "future" or
words, phrases or terms of similar substance or the negative
thereof, are forward-looking statements. These statements are based
on the current expectations of the management of Micro Focus, HPE
or HPE Software (as the case may be) and are subject to uncertainty
and changes in circumstances and involve risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied in such forward-looking statements. As such,
forward-looking statements should be construed in light of such
factors. Neither Micro Focus nor HPE, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur or that if any of the events
occur, that the effect on the operations or financial condition of
Micro Focus, HPE or HPE Software will be as expressed or implied in
such forward-looking statements. Forward-looking statements
contained in this announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will necessarily continue in the future. In addition,
these statements are based on a number of assumptions that are
subject to change. Such risks, uncertainties and assumptions
include: the satisfaction of the conditions to the Transaction and
other risks related to the completion of the Transaction and
actions related thereto; Micro Focus' and HPE's ability to complete
the Transaction on anticipated terms and schedule, including the
ability to obtain shareholder approval of the Transaction; risks
relating to any unforeseen liabilities of Micro Focus or HPE
Software; future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, losses and future prospects of Micro Focus, HPE Software
and the resulting combined company; business and management
strategies and the expansion and growth of the operations of Micro
Focus, HPE Software and the resulting combined company; the ability
to successfully combine the business of Micro Focus and HPE
Software and to realize expected operational improvement from the
Transaction; the effects of government regulation on the businesses
of Micro Focus, HPE Software or the combined company; the risk that
disruptions from the Transaction will impact Micro Focus' or HPE
Software's business; and Micro Focus', HPE Software's or HPE's
plans, objectives, expectations and intentions generally.
Additional factors can be found under "Risk Factors" in HPE's
Annual Report on Form 10-K for the fiscal year ended October 31,
2016 and subsequent Quarterly Reports on Form 10-Q. For a
discussion of important factors which could cause actual results to
differ from forward-looking statements relating to Micro Focus,
refer to Micro Focus' Annual Report and Accounts 2016.
Forward-looking statements included herein are made as of the
date hereof.
Subject to any requirement under applicable law, none of Micro
Focus, HPE or HPE Software undertakes any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Investors should not place
undue reliance on forward-looking statements, which speak only as
of the date of this announcement.
NO OFFER OR SOLICITATION
This announcement is for information purposes only and does not
constitute a prospectus or offering memorandum or an offer in
respect of any securities and is not intended to provide the basis
for any decision in respect of Micro Focus, HPE or any other entity
and should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities. Neither the
issue of this announcement nor any part of its contents constitutes
an offer to sell or invitation to purchase any securities of Micro
Focus, HPE or any other entity and no information set out in this
announcement or referred to in other written or oral information is
intended to form the basis of any contract of sale, investment
decision or any decision to purchase any securities in it.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, and no offer of securities has been made, or will be made,
directly or indirectly, in or into, or by use of the mails, any
means or instrumentality of interstate or foreign commerce or any
facilities of a national securities exchange of, the United States
or any other country or jurisdiction in which such offer may not be
made other than (i) in accordance with the requirements under the
US Securities Exchange Act of 1934, as amended, a registration
statement under the US Securities Act of 1933, as amended, or the
securities laws of such other country or jurisdiction, as the case
may be, or (ii) pursuant to an available exemption therefrom.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This announcement relates to, amongst other things, the
Transaction. The Transaction will be submitted to Micro Focus'
shareholders for their consideration and approval. In connection
with the Transaction, Micro Focus will file relevant materials with
the SEC, including a registration statement containing a prospectus
relating to Micro Focus' American Depositary Shares to be issued in
connection with the Transaction, and Seattle SpinCo, Inc., a wholly
owned subsidiary of HPE will file a registration statement with the
SEC. Micro Focus will mail the information statement/prospectus
contained in the registration statements to HPE's stockholders.
This announcement is not a substitute for the registration
statements or other documents) that Micro Focus and/or HPE may file
with the SEC in connection with the Transaction. INVESTORS ARE
URGED TO READ THE REGISTRATION STATEMENTS AND OTHER DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PARTIES AND THE TRANSACTION.
Shareholders will be able to obtain copies of these documents (when
they are available) and other documents filed with the SEC with
respect to Micro Focus free of charge from the SEC's website at
www.sec.gov. These documents (when they are available) can also be
obtained free of charge from Micro Focus upon written request to
Micro Focus' investor relations or HPE's investor relations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFMGGKFLZGNZM
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