NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA (THE "RESTRICTED TERRITORIES")
18 January 2012
MICRO FOCUS INTERNATIONAL PLC
("MICRO FOCUS" OR THE "COMPANY")
B/C SHARE SCHEME - UPDATE IN RESPECT OF REDEMPTION OF B SHARES, SINGLE C SHARE DIVIDEND AND REPURCHASE OF DEFERRED SHARES
Following the announcement by Micro Focus on 12 January 2012, the Company provides an update in respect of the Return of Value and B/C Share Scheme.
Redemption of B Shares (Capital Option)
A committee of the Board resolved on 17 January 2012 that, subject to the provisions of the Companies Act and the Company's Articles of Association, all B Shares of 45 pence each issued pursuant to the Capital Option (being 81,230,534 B Shares) be redeemed for 45 pence per B Share on a date between 12 January 2012 and 18 January 2012 at the discretion of the Company's directors. Consequently, such B Shares were redeemed on 17 January 2012 and have been cancelled.
It is expected that Shareholders entitled to receive payments in respect of the proceeds of the redemption of B Shares issued pursuant to the Capital Option will be sent cheques or, if Shareholders held their Existing Ordinary Shares in CREST, will have their CREST accounts credited, by 24 January 2012.
Single C Share Dividend (Income Option) and repurchase of Deferred Shares
On 17 January 2012 the Single C Share Dividend of 45 pence per C Share issued pursuant to the Income Option became payable and the C Shares issued pursuant to the Income Option were automatically reclassified as Deferred Shares having negligible value and carrying extremely limited rights. On 17 January 2012 the Company purchased the Deferred Shares for an aggregate consideration of one penny and then cancelled the Deferred Shares.
It is expected that Shareholders entitled to receive the Single C Share Dividend will be sent cheques or, if mandate instructions are held in respect of a Sterling bank account, that payments will be made by BACS to mandated accounts in respect of the Single C Share Dividend by 24 January 2012.
Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular.
Enquiries
Micro Focus | Tel: +44 (0)1635 32646 |
Tim Brill, IR Director |
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FTI Consulting | Tel: +44 (0)20 7831 3113 |
Charles Palmer |
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Clare Thomas |
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Important information
This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the Restricted Territories.
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the Restricted Territories.
Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.
