UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
Month of: January 2023
Commission
File Number: 001-38187
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MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
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The Lawn, 22-30 Old Bath Road
Newbury, Berkshire
RG14 1QN
United Kingdom
+44 (0) 1635-565-459
(Address of principal executive office)
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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
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Exhibit No.
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Exhibit Description
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99.1
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Rule
2.9 Announcement, dated 24 January 2023
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
24 January 2023
Micro Focus International plc
Rule 2.9 Announcement
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers (the "Code"), Micro Focus International plc ("Micro Focus"
or the "Company") confirms that as at the date and time of this
announcement, it had in issue 339,253,714 ordinary shares
(excluding ordinary shares held in treasury) of 10 pence each. The
International Securities Identification Number (ISIN) for the
Company's ordinary shares is GB00BJ1F4N75.
Micro Focus has in place a sponsored level III American Depositary
Receipts ("ADR") programme. One Micro Focus ADR represents one
Micro Focus ordinary share. The ADRs are traded on the New York
Stock Exchange. The trading symbol for the Micro Focus ADRs is MFGP
and the ISIN is US5948374039.
Terms defined below have the same meaning as in the Rule 2.7
Announcement published on 25 August 2022.
Enquiries
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Micro Focus International plc
Stephen Murdoch, CEO
Matt Ashley, CFO
Ben Donnelly, Investor Relations
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+44 (0) 1635 32646
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Goldman Sachs International (Lead financial adviser to Micro
Focus)
Jung Min
Nicholas van den Arend
Nick Harper
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+44 (0) 20 7774 1000
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Numis Securities Limited (Financial adviser and corporate broker to
Micro Focus)
Simon Willis
Joshua Hughes
Havish Patel
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+44 (0) 20 7260 1000
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Jefferies International Limited (Financial adviser and corporate
broker to Micro Focus)
Sam Barnett
Philip Noblet
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+44 (0) 20 7029 8000
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Brunswick (PR advisor to Micro Focus)
Sarah West
Jonathan Glass
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+44 (0) 20 7404 5959
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Important notices
Goldman Sachs International ("Goldman Sachs"), which is authorised
by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting exclusively for Micro Focus and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Micro Focus for providing the protections
afforded to clients of Goldman Sachs or for providing advice in
connection with the matters referred to in this announcement. No
representation or warranty, express or implied, is made by Goldman
Sachs as to the contents of this announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Micro Focus and no one else in connection with the Acquisition
and the contents of this announcement and will not be responsible
to anyone other than Micro Focus for providing the protections
afforded to clients of Numis nor for providing advice in relation
to the Acquisition, the contents of this announcement or any
matters referred to herein. Neither Numis nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Numis in
connection with this announcement, any statement contained herein
or otherwise.
Jefferies International Limited ("Jefferies"), which is regulated
in the United Kingdom by the FCA, is acting as financial adviser
exclusively for Micro Focus and no one else in connection with the
matters set out in this announcement. In connection with such
matters, Jefferies will not regard any other person as its client
and will not be responsible to anyone other than Micro Focus for
providing the protections afforded to clients of Jefferies or for
providing advice in relation to the contents of this announcement
or any other matter referred to herein. Neither Jefferies nor any
of its subsidiaries, affiliates or branches owes or accepts any
duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Jefferies in connection with this announcement, any statement
contained herein or otherwise.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, exchange,
sell or otherwise dispose of, any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
through the Scheme Document (and the accompanying Forms of Proxy),
which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of the Acquisition should be
made only on the basis of the information in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer,
the Takeover Offer document).
This announcement does not constitute a prospectus or a prospectus
exempted document.
This announcement has been prepared for the purpose of complying
with English law and the Code 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 of
jurisdictions outside the UK.
Publication of this announcement on website
A copy of this announcement and the documents required to be
published pursuant to Rule 26.1 of the Code will be available, free
of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Micro Focus's website at
https://www.microfocus.com/en-us/investors by no later than 12.00
noon (London time) on the Business Day following the date of this
announcement.
For the avoidance of doubt, the contents of this website and any
websites accessible from hyperlinks on this website are not
incorporated into and do not form part of this
announcement.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are not resident in the UK or who are
subject to the laws of any jurisdiction other than the UK
(including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the UK or who are subject to the laws of another
jurisdiction to participate in the Acquisition or to vote their
Micro Focus Shares in respect of the Scheme at the Court Meeting,
or to execute and deliver Forms of Proxy appointing another to vote
at the Court Meeting on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located or to which
they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a
violation of securities laws in that jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any
person.
Unless otherwise determined by OpenText or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that
jurisdiction.
The Acquisition will be subject to the applicable requirements of
English law, the Code, the Panel, the London Stock Exchange and the
FCA.
Copies of this announcement and any formal documentation relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of acceptance of the Acquisition.
Further details in relation to Micro Focus Shareholders in overseas
jurisdictions will be contained in the Scheme
Document.
Additional information for US Investors
U.S. shareholders (and Micro Focus ADS Holders) should note that
the Acquisition relates to an offer for the shares of a UK company
that is a "foreign private issuer" as defined under Rule 3b-4 of
the U.S. Exchange Act and is being made by means of a scheme of
arrangement provided for under English company law. The
Acquisition, implemented by way of a scheme of arrangement, is not
subject to the tender offer rules or the proxy solicitation rules
under the U.S. Exchange Act, as amended. Accordingly, the
Acquisition is subject to the procedural and disclosure
requirements, rules and practices applicable to a scheme of
arrangement involving a target company in the UK listed on the
London Stock Exchange, which differ from the requirements of the
U.S. tender offer and proxy solicitation rules. If, in the future,
OpenText exercises its right to implement the Acquisition by way of
a Takeover Offer and determines to extend the Takeover Offer into
the United States, the Acquisition will be made in compliance with
applicable U.S. securities laws and regulations, including Sections
14(d) and 14(e) of the U.S. Exchange Act and Regulation 14D and 14E
thereunder. Such a takeover offer would be made in the United
States by OpenText and/or Bidco (a wholly-owned subsidiary of
OpenText) and no one else.
The financial information with respect to Micro Focus included in
this announcement and the Scheme Document has been or will have
been prepared in accordance with IFRS and thus may not be
comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S.
GAAP.
It may be difficult for U.S. shareholders and Micro Focus ADS
Holders to enforce their rights and any claims they may have
arising under the U.S. federal securities laws in connection with
the Acquisition, since Micro Focus, OpenText and Bidco are each
located in a country other than the United States, and some or all
of their respective officers and directors may be residents of
countries other than the United States. U.S. shareholders and Micro
Focus ADS Holders may not be able to sue Micro Focus, OpenText,
Bidco or their respective officers or directors in a non-U.S. court
for violations of the U.S. securities laws. Further, it may be
difficult to compel Micro Focus, OpenText or Bidco and their
respective affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court.
The receipt of cash pursuant to the Scheme by U.S. shareholders
(and Micro Focus ADS Holders) as consideration for the cancellation
of its Micro Focus shares pursuant to the Scheme may be a taxable
transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax
laws. Each Micro Focus Shareholder (including U.S. shareholders) is
urged to consult their independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to
them, including under applicable U.S. federal, state and local, as
well as foreign and other, tax laws.
Micro Focus is currently subject to the informational requirements
of the U.S. Exchange Act and, in accordance therewith, files
reports and other documents with the SEC. Reports and other
information filed by Micro Focus with the SEC may be obtained free
or charge from the SEC's website at www.sec.gov.
Neither the SEC nor any U.S. state securities commission has
approved, disproved or passed judgment upon the fairness or the
merits of the Acquisition or determined if this announcement is
adequate, accurate or complete. Any representation to the contrary
is a criminal offence in the U.S.
In accordance with normal United Kingdom practice and pursuant to
Rule 14e-5(b) of the U.S. Exchange Act (if applicable), OpenText,
Bidco, certain affiliated companies and their nominees or brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, shares or other securities of
Micro Focus outside of the United States, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme becomes effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made, they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable
law, including the U.S. Exchange Act. Any information about such
purchases or arrangements to purchase will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Opening Position and Dealing Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. on the tenth business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on
the tenth business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror before the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on
the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
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:
24 January 2023
Micro
Focus International plc
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By:
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/s/ Matt Ashley
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Name:
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Matt
Ashley
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Title:
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Chief
Financial Officer
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