TIDMMCRO
RNS Number : 1678N
Micro Focus International plc
04 August 2017
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 SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.
4 August 2017
Micro Focus International plc
Filing of Form F-4
Further to the announcement by Micro Focus International plc
("Micro Focus" or the "Company") on 7 September 2016 relating to
the proposed transaction whereby Micro Focus has agreed to combine
with the software business segment ("HPE Software") of Hewlett
Packard Enterprise Company ("HPE") by way of a merger (the
"Transaction"), Micro Focus announces today that the registration
statement on Form F-4 relating to the Micro Focus ordinary shares
underlying the Micro Focus American Depositary Shares to be issued
in connection with the Transaction (the "Form F-4") has been filed
with the U.S. Securities Exchange Commission (the "SEC"). The Form
F-4 filing can be found here:
https://www.sec.gov/Archives/edgar/data/1359711/000156761917001576/s001663x9_f4.htm
The Form F-4 has not yet become effective and the information
contained therein is subject to change. The Company expects the
Form F-4 to become effective in mid to late August 2017.
Capitalised terms not otherwise defined in this announcement
shall have the same meaning as those defined in the Form F-4.
Expected timetable of events:
The following dates assume the satisfaction of the conditions to
completion of the Transaction by 30 August 2017 (other than those
conditions that are intended to be satisfied contemporaneously with
completion) but are indicative only and subject to change:
Publication of Prospectus 28 July 2017
Filing of Form F-4 3 August 2017
Record time for the Return
of Value and Share Capital 6.00 p.m. on 31
Consolidation August 2017
B shares issued 7:00 p.m. on 31
August 2017
B shares redeemed 11:59 p.m. on 31
August 2017
Share Capital Consolidation 8:00 a.m. on 1
effected and New Ordinary Shares September 2017
admitted to the premium segment
of the Official List and to
trading on the London Stock
Exchange's main market for
listed securities
Completion of the Transaction 8.00 a.m. on 1
September 2017
Consideration Shares issued 8.00 a.m. on 1
and admitted to the premium September 2017
segment of the Official List
and to trading on the London
Stock Exchange's main market
for listed securities
Micro Focus' American Depositary 9:30 a.m. EDT on
Shares begin trading on the 1 September 2017
New York Stock Exchange
Despatch of cheques or CREST by 15 September
accounts credited (as appropriate) 2017
in respect of the proceeds
of the redemption of the B
Shares
* References to time in this announcement are to London time
unless otherwise stated.
For further information please contact:
Micro Focus International Plc
Kevin Loosemore (Executive Chairman)
Mike Phillips (Chief Financial Officer)
Tim Brill (Director, Corporate Communications & IR)
+44 16 3556 5605
Powerscourt (PR adviser)
Juliet Callaghan +44 20 7250 1446
J.P. Morgan Cazenove (Lead Financial Adviser and Sole
Sponsor)
Bill Hutchings
Ben Berinstein
Jay Hofmann
Sanjay Jain
Dwayne Lysaght
Chris Wood
+44 20 7742 4000
Numis (Corporate Broker and Financial Adviser)
Alex Ham
Simon Willis
Tom Ballard
+44 20 7260 1000
J.P. Morgan Limited, which conducts its UK investment banking
activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
acting as sole sponsor and lead financial adviser to Micro Focus in
connection with the Transaction. Numis Securities Limited is also
acting as financial adviser and corporate broker to Micro Focus in
connection with the Transaction.
About Micro Focus
Micro Focus (LSE: MCRO.L) is a global enterprise software
company supporting the technology needs and challenges of the
Forbes Global 2,000 (the top 2,000 public companies in the world as
determined by Forbes magazine). Our solutions help organisations
leverage existing IT investments, enterprise applications and
emerging technologies to address complex, rapidly evolving business
requirements while protecting corporate information at all times.
Micro Focus' Product Portfolios are Micro Focus and SUSE. Within
Micro Focus our solution portfolios are COBOL Development and
Mainframe Solutions, Host Connectivity, Identity and Access
Security, IT Development and Operations Management Tools, and
Collaboration and Networking. For more information, visit:
www.microfocus.com. SUSE, a pioneer in Open Source software,
provides reliable, interoperable Linux, cloud infrastructure and
storage solutions that give enterprises greater control and
flexibility. For more information, visit: www.SUSE.com.
About HPE Software
HPE Software is a leading global provider of enterprise grade
scalable software that allows customers to test application
quality, manage the application lifecycle, automate IT operations,
accelerate and secure business processes. The business offers a
broad range of software for enterprises of all sizes across four
pillars (I) IT Operations Management, (II) Application Testing
& Delivery Management, (III) Security and Information
Governance and (IV) Big Data Platform Analytics. Its software
offerings include licences, support, SaaS and Professional Services
across its product portfolio.
The business operates a global footprint spanning the Americas,
Asia Pacific & Japan and EMEA regions, with over 30,000
customers across the world. The business currently works with 98 of
the Fortune 100 companies.
IMPORTANT NOTICE:
J.P. Morgan Limited, which conducts its UK investment banking
activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"). J.P. Morgan Cazenove is acting
exclusively for Micro Focus in connection with the Transaction and
for no-one else and will not be responsible to anyone other than
Micro Focus for providing the protections afforded to the clients
of J.P. Morgan Cazenove nor for providing any advice in relation to
the Transaction or the contents of this announcement or any
transaction, arrangement or matter referred to herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Micro Focus in connection with the Transaction and for no-one
else and will not be responsible to anyone other than Micro Focus
for providing the protections afforded to the clients of Numis nor
for providing any advice in relation to the Transaction or the
contents of this announcement or any transaction, arrangement or
matter referred to herein.
Aside from the responsibilities and liabilities, if any, which
may be imposed by the Financial Services and Markets Act 2000 (as
amended) or the regulatory regime established thereunder, or under
the applicable regulatory regime of any jurisdiction where
exclusion of responsibility or liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
J.P. Morgan Cazenove, Numis or any of their respective affiliates
accepts any responsibility or liability whatsoever or makes any
representation or warranty, express or implied as to the contents
of this announcement, including its accuracy, fairness,
completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company or the Transaction and nothing in this announcement is,
or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. Each of J.P. Morgan
Cazenove and Numis and their respective affiliates accordingly
disclaims to the fullest extent permitted by law all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this announcement or any such statement.
The information contained in this announcement is not for
release, publication or distribution, directly or indirectly, in
whole or in part, to persons in any jurisdiction where to do so
would breach any applicable law or regulation. No public offer of
securities is being made by virtue of this announcement.
This announcement has been prepared for the purposes of
complying with the applicable laws and regulations of the United
Kingdom 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 and regulations of any
jurisdiction outside of the United Kingdom.
The release, publication or distribution of this announcement in
whole or in part, directly or indirectly, in, into or from
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
NO INCORPORATION OF WEBSITES
Except as otherwise explicitly stated, neither the content of
the Micro Focus website nor the HPE website, nor any other website
accessible via hyperlinks on either such website or otherwise
included in this announcement, is incorporated into, or forms part
of, this announcement.
NO PROFIT FORECAST
No statement in this announcement is intended as a profit
forecast of Micro Focus or a profit estimate of Micro Focus and no
statement in this announcement should be interpreted to mean that
earnings per Micro Focus share for the current or future financial
years would necessarily match or exceed the historical published
earnings per Micro Focus share.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this announcement (including
information incorporated by reference in this announcement), oral
statements made regarding the Transaction, and other information
published by Micro Focus, HPE or HPE Software may contain certain
statements about Micro Focus, HPE and HPE Software that constitute
or are deemed to constitute "forward-looking statements" (including
within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995). The forward-looking statements contained in this
announcement may include, but are not limited to, statements about
the expected effects on Micro Focus, HPE and HPE Software of the
Transaction, the anticipated timing and benefits of the
Transaction, Micro Focus' and HPE Software's anticipated standalone
or combined financial results and outlooks and all other statements
in this document other than historical facts. Without limitation,
any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "intends", "will",
"likely", "may", "anticipates", "estimates", "projects", "should",
"would", "expect", "positioned", "strategy", "future" or words,
phrases or terms of similar substance or the negative thereof, are
forward-looking statements. These statements are based on the
current expectations of the management of Micro Focus, HPE or HPE
Software (as the case may be) and are subject to uncertainty and
changes in circumstances and involve risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in such forward-looking statements. As such,
forward-looking statements should be construed in light of such
factors. Neither Micro Focus, HPE nor HPE Software, nor any of
their respective associates or directors, proposed directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur or that if any of the events occur, that the effect on the
operations or financial condition of Micro Focus, HPE or HPE
Software will be as expressed or implied in such forward-looking
statements. Forward-looking statements contained in this
announcement based on past trends or activities should not be taken
as a representation that such trends or activities will necessarily
continue in the future. In addition, these statements are based on
a number of assumptions that are subject to change. Such risks,
uncertainties and assumptions include, but are not limited to: the
satisfaction of the conditions to the Transaction and other risks
related to the completion of the Transaction and actions related
thereto; Micro Focus' and HPE's ability to complete the Transaction
on the anticipated terms and schedule; the tax treatment of the
Transaction, risks relating to any unforeseen liabilities of Micro
Focus or HPE Software; future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, losses and future prospects of Micro Focus,
HPE Software and the resulting combined company; business and
management strategies and the expansion and growth of the
operations of Micro Focus, HPE Software and the resulting combined
company; the ability to successfully combine the business of Micro
Focus and HPE Software and to realize expected operational
improvement from the Transaction; the effects of government
regulation on the businesses of Micro Focus, HPE Software or the
combined company; the risk that disruptions from the Transaction
will impact Micro Focus' or HPE Software's business; and Micro
Focus', HPE Software's or HPE's plans, objectives, expectations and
intentions generally. Additional factors can be found under "Risk
Factors" in the Prospectus, the Form F-4 and in HPE's Annual Report
on Form 10-K for the fiscal year ended October 31, 2016 and
subsequent Quarterly Reports on Form 10-Q. For a discussion of
important factors which could cause actual results to differ from
forward-looking statements relating to Micro Focus, refer to Micro
Focus' Annual Report and Accounts 2016. It is however noted that it
is not possible to predict or identify all such factors.
Consequently, while the list of factors presented or referred to
here is considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties.
Forward-looking statements included herein are made as of the
date hereof.
Subject to any requirement under applicable law, none of Micro
Focus, HPE or HPE Software undertakes any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future/subsequent events or otherwise. Investors
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
NO OFFER OR SOLICITATION
This announcement is for information purposes only and does not
constitute a prospectus or offering memorandum or an offer in
respect of any securities and is not intended to provide the basis
for any decision in respect of Micro Focus, HPE Software or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such securities.
Neither the issue of this announcement nor any part of its contents
constitutes an offer to sell or invitation to purchase any
securities of Micro Focus, HPE Software or any other entity and no
information set out in this announcement or referred to in other
written or oral information is intended to form the basis of any
contract of sale, investment decision or any decision to purchase
any securities in it.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, and no offer of securities has been made, or will be made,
directly or indirectly, in or into, or by use of the mails, any
means or instrumentality of interstate or foreign commerce or any
facilities of a national securities exchange of, the United States
or any other country or jurisdiction in which such offer may not be
made other than (i) in accordance with the requirements under the
US Securities Exchange Act of 1934, as amended, a registration
statement under the US Securities Act of 1933, as amended, or the
securities laws of such other country or jurisdiction, as the case
may be, or (ii) pursuant to an available exemption therefrom.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This announcement relates to, amongst other things, the
Transaction. In connection with the Transaction, Micro Focus has
filed, and will file, relevant materials with the SEC, including
the Form F-4 relating to the Micro Focus ordinary shares underlying
the Micro Focus American Depositary Shares issued in connection
with the Transaction, and Seattle SpinCo, Inc. ("Seattle"), a
wholly owned subsidiary of HPE has filed a registration statement
on Form 10 with the SEC. Each of these registration statements
contains a preliminary information statement/prospectus and other
documents related to the Transaction. The registration statements
have not yet become effective. After the registration statements
are declared effective by the SEC, Micro Focus and Seattle will
make available the information statement/prospectus contained in
the registration statements to HPE's stockholders. This
announcement is not a substitute for the registration statements or
other documents that Micro Focus, HPE or Seattle may file with the
SEC in connection with the Transaction. INVESTORS ARE URGED TO READ
THE REGISTRATION STATEMENTS AND OTHER DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PARTIES AND THE TRANSACTION. Shareholders
will be able to obtain copies of these documents (when they are
available) and other documents filed with the SEC free of charge
from the SEC's website at www.sec.gov. These documents (when they
are available) can also be obtained free of charge upon written
request to Micro Focus' investor relations or HPE's investor
relations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFMGGRGDRGNZM
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August 04, 2017 06:42 ET (10:42 GMT)
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