Micro Focus Int plc MCRO Update re Return of Value and B/C Share Scheme

  Micro Focus Int plc (MCRO) - Update re Return of Value and B/C Share Scheme

RNS Number : 4227V
Micro Focus International plc
12 January 2012


12 January 2012

                        MICRO FOCUS INTERNATIONAL PLC


                       ("MICRO FOCUS" OR THE "COMPANY")


                        OF B/C SHARE SCHEME ELECTIONS

Following the approval by  Shareholders of the Return  of Value and B/C  Share 
Scheme and certain related matters at the General Meeting of the Company  held 
on 6 January  2012, the Company  today provides  an update in  respect of  the 
Return of Value and B/C Share Scheme.

Admission of New Ordinary Shares

The  Company  announces  that,  following  the  Share  Capital   Consolidation 
undertaken as part of the B/C Share Scheme, the New Ordinary Shares of 11 4/11
pence each in the capital of the  Company will be admitted at 8.00 a.m.  today 
to the premium listing  segment of the Official  List under ISIN  GB00B7786072 
and to  trading  on  the  London  Stock  Exchange's  main  market  for  listed 
securities. Following  Admission, there  will be  a total  of 181,464,756  New 
Ordinary Shares in issue, of which 17,925,721 Ordinary Shares of 11 4/11 pence
each are held  in treasury. Therefore,  the resulting total  number of  voting 
rights in Micro Focus is 163,539,035.

Following  Admission,  the  above  figure  of  163,539,035  may  be  used   by 
Shareholders as  the  denominator for  the  calculations by  which  they  will 
determine if they are  required to notify  their interest in,  or a change  to 
their interest in, Ordinary Shares to  the Company under the FSA's  Disclosure 
and Transparency Rules.

With effect from Admission, share certificates in respect of Existing Ordinary
Shares will cease to  be valid. It  is expected that by  24 January 2012,  the 
Company will despatch share certificates in respect of New Ordinary Shares  to 
those Shareholders who  held their  Existing Ordinary  Shares in  certificated 
form and until such time  Shareholders should retain any share  certificate(s) 
they currently hold in respect  of Existing Ordinary Shares. Shareholders  who 
held their Existing Ordinary Shares in CREST will have the New Ordinary Shares
to which they are entitled automatically  credited to their CREST accounts  at 
approximately 8.00 a.m. today.

Results of B/C Share Scheme elections

As at the  Election Deadline of  4.30 p.m. on  11 January 2012,  Shareholders' 
elections or, as the case may be, deemed elections, for the Share Alternatives
in respect of the B/C Share Scheme were as follows:

               Number of Existing   %

                Ordinary Shares
Income Option     104,609,278     56.3%
Capital Option     81,230,534     43.7%
TOTAL             185,839,812     100.0%

Shareholders who had not made a valid election, and all Overseas  Shareholders 
with a registered address in a Restricted Territory, have been deemed to  have 
elected for the  Income Option in  respect of all  of their Existing  Ordinary 

For the Share Alternatives set out above, 81,230,534 B Shares of 45 pence each
and 104,609,278 C  Shares of 0.0000001  pence each were  allotted and will  be 
issued at 8.00 a.m. today, split between the Share Alternatives as follows:

               Number of B Shares and C Shares
Income Option  104,609,278 C Shares
Capital Option 81,230,534 B Shares
TOTAL          185,839,812 shares

No application has been, or will be, made for the B Shares or the C Shares  to 
be admitted to  listing on the  Official List  or admitted to  trading on  the 
London Stock Exchange's  main market  for listed  securities, nor  will the  B 
Shares or  the  C  Shares be  listed  or  admitted to  trading  on  any  other 

investment exchange.

Treasury Shares

In accordance with Listing Rule 12.6.4R, the Company advises that prior to the
Share Capital Consolidation  it had  a total of  20,370,143 Existing  Ordinary 
Shares held  in  treasury, and  that  on 11  January  2012 it  cancelled  from 
treasury 5 Existing Ordinary Shares in order to ensure that the number of  New 
Ordinary Shares admitted to trading following the Share Capital  Consolidation 
is a round number.

As set  out above,  following the  above cancellation  and the  Share  Capital 
Consolidation, the Company holds a total of 17,925,721 New Ordinary Shares  in 


It is  expected that  on  18 January  2012 the  Company  will make  a  further 
announcement concerning  the redemption  of B  Shares issued  pursuant to  the 
Capital Option, the  Single C  Share Dividend in  respect of  C Shares  issued 
under the Income Option and the repurchase of the Deferred Shares.

It is  expected that  Shareholders that  have elected  for either  the  Income 
Option or Capital Option will receive their proceeds from the B/C Share Scheme
by 24 January 2012.

Unless  the  context  otherwise  requires,  capitalised  terms  used  in  this 
announcement shall have the same meaning ascribed to them in the Circular. All
references in this announcement to times are to London times unless  otherwise 


Micro Focus            Tel: +44 (0)1635 32646
Tim Brill, IR Director
FTI Consulting         Tel: +44 (0)20 7831 3113
Charles Palmer
Clare Thomas

Important information

This announcement  may not  be published,  distributed or  transmitted by  any 
means or media, directly or  indirectly, in whole or in  part, in or into  the 
Restricted Territories.

This announcement does not constitute an  offer to sell, or a solicitation  of 
an offer to buy, securities in the Restricted Territories.

Securities may  not  be  offered or  sold  in  the United  States  absent  (i) 
registration  under  the  U.S.  Securities  Act  of  1933,  as  amended   (the 
"Securities Act") or (ii) an  available exemption from registration under  the 
Securities Act. The securities  mentioned herein have not  been, and will  not 
be, registered under the Securities Act and will not be offered to the  public 
in the United States.

                     This information is provided by RNS
           The company news service from the London Stock Exchange


MSCXFLLFLFFLBBK -0- Jan/12/2012 07:00 GMT
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