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: February 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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Delisting
and Cancellation of Trading, dated 01 February 2023
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NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
1 February 2023
MICRO FOCUS INTERNATIONAL PLC
Delisting and Cancellation of Trading of Micro Focus International
PLC Shares
Further to the announcement made by Micro Focus International PLC
("Micro
Focus") on 31 January 2023,
Micro Focus today announces that, following an application by Micro
Focus, the Financial Conduct Authority has cancelled the listing of
Micro Focus Shares on the premium listing segment of the Official
List and the London Stock Exchange has cancelled the trading of
Micro Focus Shares on the London Stock Exchange's main market for
listed securities, in each case with effect from 8:00 a.m. today, 1
February 2023.
The cancellation of the listing of the Micro Focus ADSs on the New
York Stock Exchange has been applied for and is expected to take
effect on 10 February 2023. In addition, there has been made or
will be made an application to terminate Micro Focus's registration
with the SEC.
Unless otherwise defined, capitalised terms used in this
announcement (the "Announcement") shall have the meanings given to them in the
circular posted to Micro Focus Shareholders
on 20 September 2022 (the "Scheme
Document") in relation to
the recommended all cash acquisition of the entire issued, and
to be issued, share capital of Micro Focus by Open Text Corporation
through its wholly-owned subsidiary, Open Text UK Holding Limited,
by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (such scheme of arrangement having become
effective on 31 January 2023). Full details of the terms and
conditions of the Acquisition and the Scheme are set out in the
Scheme Document. All references to times in this Announcement are
to London, United Kingdom times unless otherwise
stated.
Enquiries:
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Micro Focus
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 Adviser to Micro Focus)
Sarah West
Jonathan Glass
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+44 (0) 20 7404 5959
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OpenText
Harry Blount, SVP, Investor Relations
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+1 415 963 0825
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Barclays Bank PLC, acting through its Investment Bank (Sole
financial adviser to OpenText and Bidco)
Omar Faruqui
Bruce Rothney
Steven Markovich
Michael Keslosky
Darren Johnson
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+44 (0) 20 7623 2323
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Slaughter and May and Cravath, Swaine & Moore LLP are acting as
legal advisers to Micro Focus.
Allen & Overy LLP and Cleary Gottlieb Steen & Hamilton LLP
are acting as legal advisers to OpenText and Bidco.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Micro
Focus in any jurisdiction in contravention of applicable
law.
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Important notices relating to financial advisers
Barclays Bank PLC, acting through its Investment Bank, which is
authorised by the PRA and regulated in the United Kingdom by the
FCA and the PRA, is acting exclusively for OpenText and Bidco and
no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
OpenText and Bidco for providing the protections afforded to
clients of Barclays nor for providing advice in relation to the
Acquisition or any other matter referred to in this
Announcement.
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.
Overseas jurisdictions
This Announcement has been prepared for the purposes of complying
with English and Scots law, the UK Listing Rules, the rules of the
London Stock Exchange 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 of the UK.
Persons who are not resident in the UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions. The release, publication or distribution of
this Announcement in or into jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK should inform themselves
of, and observe, any applicable legal or regulatory requirements.
Any failure to comply with such requirements may constitute a
violation of the securities laws of any such 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.
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:
01 February 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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