MICRO FOCUS INTERNATIONAL PLC
PROPOSED RETURN OF VALUE TO SHAREHOLDERS OF 60 PENCE PER SHARE VIA A D SHARE SCHEME
Further to the Company's interim management statement on 15 August 2013, the Company announces that it is today posting a circular (the "Circular") to its shareholders containing details of a proposed 60 pence per share (approximately £90 million or $140 million in aggregate) return of value to Shareholders (the "Return of Value"). The Circular will include a notice convening a general meeting of the Company to approve the Return of Value and an associated share capital consolidation.
The Board has decided to effect the Return of Value through a structure involving an issue of D Shares which would enable all Shareholders, subject to applicable overseas restrictions and tax laws, to elect to receive their Return of Value proceeds as either income (the "Income Option") or capital (the "Capital Option") or any combination of the two. Under this proposal, referred to as the "D Share Scheme", and subject to shareholder approval being obtained, for every 1 existing Ordinary Share held at 6.00pm on 24 October 2013, 60 pence is to be returned to Shareholders through the issue to them of D Shares, which will either have a dividend of 60 pence paid on them or be purchased by Numis, acting as principal (and not as agent, nominee or trustee), at 60 pence per share.
Key elements and expected timetable of the proposed D Share Scheme are as follows:
Shareholders, other than those in certain Restricted Territories and subject to certain further restrictions detailed in the Circular, can elect to receive their Return of Value proceeds pursuant to either the Income Option or the Capital Option or any combination of the two;
Shareholders in certain Restricted Territories and shareholders who fail to make an election will be deemed to have elected for the Income Option;
the latest time and date for receipt of shareholders' forms of proxy and CREST proxy instructions is 3.15p.m. on 24 September 2013;
the D Share Scheme is conditional upon Shareholder approval, which will be sought at a general meeting of the Company to be held at 3.15p.m. on 26 September 2013 (or as soon thereafter as the annual general meeting has been concluded or adjourned);
the latest time and date for receipt of shareholders' elections is 4.30 p.m. on 24 October 2013;
the record time for the share capital consolidation and entitlement to D Shares is 6.00pm on 24 October 2013;
Numis will make an offer for the D Shares of those shareholders electing for the Capital Option by 4.30pm on 28 October 2013; and
cheques are expected to be despatched, BACS payments are expected to be made and CREST accounts are expected to be credited, by 12 November 2013.
In order to maintain (subject to market fluctuations) the market price for existing Ordinary Shares at approximately the same level as prevailed immediately prior to the implementation of the D Share Scheme, a proportional share capital consolidation of the Company's existing Ordinary Shares is also proposed. Shareholders will receive 12 new Ordinary Shares in substitution for every 13 existing Ordinary Shares held at the record time.
The Circular setting out full details of the D Share Scheme and explaining why the Directors consider the D Share Scheme to be in the best interests of Shareholders as a whole will be dispatched to shareholders later today, including a notice convening a general meeting of the Company, to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN at 3.15 p.m. on 26 September 2013. A copy of the Circular will be available at the Company's website at www.microfocus.com. A further copy of the Circular will also be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do
