MS INTERNATIONAL PLC — Capital/Financing Update 2014

Nov 20, 2014

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RNS Number : 6082X

Micro Focus International plc

20 November 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

20 November 2014

Micro Focus International plc

Return of Value Update

Redemption of B Shares, C Share Dividend and Repurchase and Cancellation of Deferred Shares and Deferred D Shares

Following the announcement by Micro Focus earlier today regarding the results of the B/C Share Scheme elections, 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 19 November 2014 that, subject to the provisions of the Companies Act and the Company's articles of association, all the B Shares of 60 pence each issued on 20 November 2014 pursuant to the Capital Option (being 50,568,360 B Shares) be redeemed for 60 pence per B Share on 20 November 2014. Consequently, such B Shares were redeemed on 20 November 2014 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 1 December 2014.

C Share Dividend (Income Option) and repurchase of Deferred Shares and Deferred D Shares

On 20 November 2014 the C Share Dividend of 60 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 20 November 2014 the Company purchased the Deferred Shares for an aggregate consideration of one penny and then cancelled the Deferred Shares.  In addition, the Company also Company purchased all the Deferred D Shares arising on the Share Capital Consolidation for an aggregate consideration of one penny and then cancelled the Deferred D Shares

It is expected that Shareholders entitled to receive the 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 C Share Dividend by 1 December 2014.

Capitalised terms in this announcement have the same meaning as the defined terms in the prospectus sent to Shareholders on 8 October 2014.

For further information, please contact:

Micro Focus                                                                                         Tel: +44 1635 32646

Kevin Loosemore, Executive Chairman

Mike Phillips, Chief Financial Officer

Tim Brill, IR Director

Powerscourt (PR adviser to Micro Focus)                                               Tel: +44 20 7250 1446

Giles Sanderson

Nick Dibden

Sophie Moate

This information is provided by RNS

The company news service from the London Stock Exchange

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