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Micro Focus International Plc
29 August 2018
This announcement contains inside information
Share buy-back programme
Micro Focus International plc (the "Company") today announces the commencement of a share buy-back programme (the "Programme") with an initial tranche of up to $200 million. The Programme will be effected in accordance with the terms of the authority granted by shareholders at the 2017 AGM. Any ordinary shares of the Company (the "Shares") purchased will be held in treasury.
On 21 August 2018, Shareholders voted to approve the proposed transaction whereby the Company has agreed to sell its SUSE business segment to Marcel Bidco GmbH, a newly incorporated, wholly-owned subsidiary of EQTVIII SCSp, for a total cash consideration of approximately $2.535 billion, subject to customary adjustments. This vote is a significant step towards the finalisation of the transaction which is expected to complete in the first quarter of calendar year 2019. Following this vote, the transaction remains conditional upon the implementation of the separation of the SUSE business segment pursuant to an agreed separation plan and applicable antitrust, competition, merger control and governmental clearances having been obtained.
The Company has entered into an agreement with Citigroup Global Markets Limited ("Citi") to conduct the Programme, pursuant to instructions to Citi to make trading decisions independently of the Company. These instructions will commence on 29 August 2018 and will end no later than close of dealings in London on 24 October 2018 unless Citi or the Company choose to terminate the agreement (the "Engagement Period"). The Company may determine it wishes to extend the buy-back programme and, if so, a further announcement will be made at a later date.
In addition to purchasing ordinary shares on the London Stock Exchange Citi may also purchase shares on CBOE Europe Equities and (with the involvement of a licensed US broker as necessary) acquire American Depository Receipts representing ordinary shares ("ADRs") listed on the New York Stock Exchange which it will cancel for the underlying shares and then sell such shares to the Company, under the Programme. Citi's acquisition of ordinary shares will be undertaken in compliance with the price and volume thresholds set out in Regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and regulations promulgated thereunder ("MAR"). Citi's additional acquisition of ADRs will be undertaken in compliance with the provisions of clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18 under the Securities Exchange Act of 1934.
Any buy-back of the Shares by the Company pursuant to the Programme will be effected on the London Stock Exchange in accordance with the authority granted by shareholders at the 2017 AGM and Chapter 12 of the UKLA Listing Rules. The market will be notified in accordance with those rules if and when purchases are made by the Company.
To the extent that the Company purchases shares under the Programme, the Company's net debt at 31 October 2018 will increase by the amount of such purchases from the previously guided level of approximately $4.2bn, which guidance remains otherwise unchanged.
Kevin Loosemore, Executive Chairman Tel: +44 (0) 1635 32646
Stephen Murdoch, Chief Executive Officer
Chris Kennedy, Chief Financial Officer
Tim Brill, IR Director
Powerscourt Tel: +44 (0)20 7250 1446
Notes to Editors:
About Micro Focus
Micro Focus (LSE: MCRO.L, NYSE: MFGP) is a global enterprise software company supporting the technology needs and challenges of the Global 2000. Our solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Our product portfolios are Security, IT Operations Management, Application Delivery Management, Information Management & Governance and Application Modernization & Connectivity. For more information, visit: www.microfocus.com.
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