Micro Focus International plc (LON: MCRO) has today announced the commencement of a new share buy-back programme with an initial tranche of up to $200 million. The Programme will be effected in accordance with the terms of the authority granted by shareholders at the 2019 AGM and the Listing Rules. Any ordinary shares of the Company purchased will be held in treasury.
The Company has entered into an agreement with Citigroup Global Markets Limited to conduct the Programme, pursuant to instructions to Citi to make trading decisions independently of the Company. These instructions will commence on 17 July 2019 and will end no later than close of dealings in London on 23 October 2019 unless Citi or the Company choose to terminate the agreement. The Company may determine it wishes to extend the buy-back programme and, if so, a further announcement will be made at a later date.
As with previous buy-back programmes, in addition to purchasing ordinary shares on the London Stock Exchange Citi may also purchase shares on CBOE Europe Equities and (with the involvement of a licensed US broker as necessary) acquire American Depository Receipts representing ordinary shares listed on the New York Stock Exchange which it will cancel for the underlying shares and then sell such shares to the Company, under the Programme. Citi’s acquisition of ordinary shares will be undertaken in compliance with the price and volume thresholds set out in Regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and regulations promulgated thereunder. Citi’s additional acquisition of ADRs will be undertaken in compliance with the provisions of clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18 under the Securities Exchange Act of 1934.
Any buy-back of the Shares by the Micro Focus International plc pursuant to the Programme will be effected on the London Stock Exchange in accordance with the authority granted by shareholders at the 2019 AGM and Chapter 12 of the UKLA Listing Rules. The market will be notified in accordance with those rules if and when purchases are made by the Company.