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6 November 2018
Micro Focus International plc
Extension of Share Buy-Back Programme
Following its announcement on 5 November 2018, Micro Focus International plc ("Micro Focus" or "the Group" or "the Company", LSE: MCRO.L, NYSE: MFGP), the international software product group, is pleased to announce that it is recommencing its buy-back programme of Micro Focus ordinary shares (including the ordinary shares underlying its American Depository Receipts (the "ADRs")) (the " Extended Programme"). Any shares purchased will be held in treasury. As previously, the Extended Programme will be effected in accordance with the terms of the authority granted by shareholders at the 2017 AGM and the Listing Rules.
In the period 29 August 2018 to 24 October 2018 the Group bought back 9,858,205 ordinary shares for a total consideration of approximately $171m. The Extended Programme instructs Citigroup Global Markets Limited ("Citi") to make trading decisions independently of the Company to purchase an additional tranche of ordinary shares to a combined total value of up to $400m, inclusive of those already purchased. These instructions will commence on 6 November 2018 and will end no later than close of dealings in London on 13 February 2019 unless Citi or the Company choose to terminate the agreement. The Company may determine it wishes to extend the buy-back programme further and, if so, a further announcement will be made at a later date.
As with the previous buyback programme, 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 ADRs representing ordinary shares 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 Extended 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. 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.
The market will be notified in accordance with the Listing Rules if and when purchases are made by the Company under the Extended Programme.
Micro Focus Tel: +44 (0)1635 32646
Kevin Loosemore, Executive Chairman
Stephen Murdoch, CEO
Chris Kennedy, CFO
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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