REG - Micro Focus Int plc - Rule 2.9 Announcement

Goldman SachsAnnouncement

05/10/2022 09:30

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RNS Number : 7779B  Micro Focus International plc  04 October 2022

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 THAT JURISDICTION.

FOR IMMEDIATE RELEASE

4 October 2022

Micro Focus International plc

Rule 2.9 Announcement

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Code"), Micro Focus International plc ("Micro Focus" or the "Company")
confirms that as at the date and time of this announcement, it had in issue
336,078,544 ordinary shares (excluding ordinary shares held in treasury) of 10
pence each. The International Securities Identification Number (ISIN) for the
Company's ordinary shares is GB00BJ1F4N75.

Micro Focus has in place a sponsored level III American Depositary Receipts
("ADR") programme. One Micro Focus ADR represents one Micro Focus ordinary
share. The ADRs are traded on the New York Stock Exchange. The trading symbol
for the Micro Focus ADRs is MFGP and the ISIN is US5948374039.

Terms defined below have the same meaning as in the Rule 2.7 Announcement
published on 25 August 2022.

Enquiries

 

 Micro Focus International plc                                               +44 (0) 1635 32646

Investors@microfocus.com
 Stephen Murdoch, CEO

Matt Ashley, CFO

Ben Donnelly, Investor Relations
 Goldman Sachs International (Lead financial adviser to Micro Focus)         +44 (0) 20 7774 1000

 Jung Min

Nicholas van den Arend

Nick Harper
 Numis Securities Limited (Financial adviser and corporate broker to Micro   +44 (0) 20 7260 1000
 Focus)

 Simon Willis

Joshua Hughes

Havish Patel
 Jefferies International Limited (Financial adviser and corporate broker to  +44 (0) 20 7029 8000
 Micro Focus)

 Sam Barnett

Philip Noblet
 Brunswick (PR advisor to Micro Focus)                                       +44 (0) 20 7404 5959

microfocus@brunswickgroup.com
 Sarah West

Jonathan Glass

Important notices

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.

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition will be made solely
through the Scheme Document (and the accompanying Forms of Proxy), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect of the
Acquisition should be made only on the basis of the information in the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Takeover Offer document).

This announcement does not constitute a prospectus or a prospectus exempted
document.

This announcement has been prepared for the purpose of complying with English
law 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 the UK.

Publication of this announcement on website

A copy of this announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be available, free of charge, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Micro Focus's website at
https://www.microfocus.com/en-us/investors
(https://www.microfocus.com/en-us/investors) by no later than 12.00 noon
(London time) on the Business Day following the date of this announcement.

For the avoidance of doubt, the contents of this website and any websites
accessible from hyperlinks on this website are not incorporated into and do
not form part of this announcement.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
not resident in the UK or who are subject to the laws of any jurisdiction
other than the UK (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Micro Focus Shares in respect of the
Scheme at the Court Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws in that 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.

Unless otherwise determined by OpenText or required by the Code, and permitted
by applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the London Stock Exchange and the FCA.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.

Further details in relation to Micro Focus Shareholders in overseas
jurisdictions will be contained in the Scheme Document.

Additional information for US Investors

U.S. shareholders (and Micro Focus ADS Holders) should note that the
Acquisition relates to an offer for the shares of a UK company that is a
"foreign private issuer" as defined under Rule 3b-4 of the U.S. Exchange Act
and is being made by means of a scheme of arrangement provided for under
English company law. The Acquisition, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the
Acquisition is subject to the procedural and disclosure requirements, rules
and practices applicable to a scheme of arrangement involving a target company
in the UK listed on the London Stock Exchange, which differ from the
requirements of the U.S. tender offer and proxy solicitation rules. If, in the
future, OpenText exercises its right to implement the Acquisition by way of a
Takeover Offer and determines to extend the Takeover Offer into the United
States, the Acquisition will be made in compliance with applicable U.S.
securities laws and regulations, including Sections 14(d) and 14(e) of the
U.S. Exchange Act and Regulation 14D and 14E thereunder. Such a takeover offer
would be made in the United States by OpenText and/or Bidco (a wholly-owned
subsidiary of OpenText) and no one else.

The financial information with respect to Micro Focus included in this
announcement and the Scheme Document has been or will have been prepared in
accordance with IFRS and thus may not be comparable to financial information
of U.S. companies or companies whose financial statements are prepared in
accordance with U.S. GAAP.

It may be difficult for U.S. shareholders and Micro Focus ADS Holders to
enforce their rights and any claims they may have arising under the U.S.
federal securities laws in connection with the Acquisition, since Micro Focus,
OpenText and Bidco are each located in a country other than the United States,
and some or all of their respective officers and directors may be residents of
countries other than the United States. U.S. shareholders and Micro Focus ADS
Holders may not be able to sue Micro Focus, OpenText, Bidco or their
respective officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel Micro Focus,
OpenText or Bidco and their respective affiliates to subject themselves to the
jurisdiction or judgment of a U.S. court.

The receipt of cash pursuant to the Scheme by U.S. shareholders (and Micro
Focus ADS Holders) as consideration for the cancellation of its Micro Focus
shares pursuant to the Scheme may be a taxable transaction for U.S. federal
income tax purposes and under applicable U.S. state and local, as well as
foreign and other, tax laws. Each Micro Focus Shareholder (including U.S.
shareholders) is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Acquisition applicable to
them, including under applicable U.S. federal, state and local, as well as
foreign and other, tax laws.

Micro Focus is currently subject to the informational requirements of the U.S.
Exchange Act and, in accordance therewith, files reports and other documents
with the SEC. Reports and other information filed by Micro Focus with the SEC
may be obtained free or charge from the SEC's website at www.sec.gov
(http://www.sec.gov) .

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act (if applicable), OpenText, Bidco, certain
affiliated companies and their nominees or brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to purchase,
shares or other securities of Micro Focus outside of the United States, other
than pursuant to the Acquisition, until the date on which the Acquisition
and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made, they would occur either
in the open market at prevailing prices or in private transactions at
negotiated prices and would comply with applicable law, including the U.S.
Exchange Act. Any information about such purchases or arrangements to purchase
will be disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.

Opening Position and Dealing Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
or more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. on the tenth business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror before
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
one per cent. or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. on the business day following the date of the relevant
dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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