TIDMMCRO
RNS Number : 4891O
Micro Focus International plc
01 February 2023
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:
Micro Focus +44 (0) 1635 32646
Ben Donnelly, Investor Relations Investors@microfocus.com
Goldman Sachs International (Lead
financial adviser to Micro Focus)
Jung Min
Nicholas van den Arend
Nick Harper +44 (0) 20 7774 1000
Numis Securities Limited (Financial
adviser and corporate broker to Micro
Focus)
Simon Willis
Joshua Hughes
Havish Patel +44 (0) 20 7260 1000
Jefferies International Limited (Financial
adviser and corporate broker to Micro
Focus)
Sam Barnett
Philip Noblet +44 (0) 20 7029 8000
Brunswick (PR Adviser to Micro Focus) +44 (0) 20 7404 5959
Sarah West microfocus@brunswickgroup.com
Jonathan Glass
OpenText
Harry Blount, SVP, Investor Relations +1 415 963 0825
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 +44 (0) 20 7623 2323
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.
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END
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