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2 years ago

micro focus international plc notice of general ... - Investor Relations

micro focus international plc notice of general ... - Investor Relations

c107129pu030

c107129pu030 Proof 4: 3.9.12_18:18 B/L Revision:and are hereby consolidated into one new ordinary share of 12.5 pence each in the capitalof the Company (each a ‘‘New Ordinary Share’’), provided that, where such consolidationwould result in any member being entitled to a fraction of a New Ordinary Share, suchfraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share(if any) to which other members of the Company would be similarly so entitled and theDirectors of the Company be and are hereby authorised to sell (or appoint any otherperson to sell) to any person all the New Ordinary Shares representing such fractions atthe best price reasonably obtainable to any person(s), and to distribute the proceeds of sale(net of expenses) in due proportion among the relevant members who would otherwise beentitled to the fractions so sold, save that (I) any fraction of a penny which wouldotherwise be payable shall be rounded up or down in accordance with the usual practice ofthe registrar of the Company, and (II) any due proportion of such proceeds of less than£5.00 (net of expenses) shall be retained by the Directors for the benefit of the Companyand the relevant member shall not be entitled thereto (and, for the purposes ofimplementing the provisions of this paragraph, any Director of the Company (or anyperson appointed by the Directors of the Company) shall be and is hereby authorised toexecute one or more instrument(s) of transfer in respect of such New Ordinary Shares onbehalf of the relevant member(s) and to do all acts and things the Directors considernecessary or desirable to effect the transfer of such New Ordinary Shares to, or inaccordance with the directions of, any buyer of such New Ordinary Shares);(D)the Directors of the Company be and are hereby authorised to do all such things as theyconsider necessary or expedient to transfer the Deferred Shares (if any) arising onreclassification of the C Shares in accordance with the New Articles of Association; andORDINARY RESOLUTION2. THAT subject to the passing of resolutions 1 and 3 and also conditional upon Admissionoccurring by 8.00 a.m. on 26 October 2012 (or such later time and/or date as the Directors mayin their absolute discretion determine), and in substitution for all existing authorities, theDirectors be and are hereby generally and unconditionally authorised in accordance with section551 of the Act to allot Relevant Securities (as defined in the explanatory notes below):(A) up to an aggregate nominal amount of £6,209,522 (such amount to be reduced by thenominal amount allotted or granted under (B) below in excess of such sum); and(B) comprising equity securities (within the meaning of section 560 of the Act) up to anaggregate nominal amount of £12,419,044 (after deducting from such limit the aggregatenominal amount of any Relevant Securities allotted under sub-paragraph (A) above) inconnection with an offer by way of rights issue to holders of New Ordinary Shares inproportion (as nearly as may be practicable) to their existing holdings and to holders ofother equity securities as required by the rights of those securities or, as the Directorsotherwise consider necessary, but subject to such exclusions or other arrangements as theDirectors may deem necessary or expedient in relation to treasury shares, fractionalentitlements, record dates, legal or practical problems in or under the laws of any territoryor the requirements of any regulatory body or stock exchange,(C) and such authority shall expire on the date of the annual general meeting of the Companyto be held in 2013 or, if earlier, 1 November 2013, but so that the Company may, in eachcase, before such expiry make an offer or agreement which would or might requireRelevant Securities to be allotted after such expiry and the Directors may allot RelevantSecurities in pursuance of any such offer or agreement as if the power conferred herebyhad not expired. This authority shall be in substitution for any previous authoritiesgranted in this regard by the Company, but without prejudice to any allotment ofRelevant Securities or grant of rights already made, offered or agreed to be made pursuantto such authorities.SPECIAL RESOLUTIONS3. THAT, subject to the passing of resolution 1 and 2 and also conditional upon Admissionoccurring by 8.00 a.m. on 26 October 2012 (or such later date as the Directors may in theirabsolute discretion determine), and in substitution for all existing authorities, the Directors beand are hereby empowered pursuant to section 570 of the Act to allot equity securities (withinthe meaning of section 560 of the Act) of the Company for cash pursuant to the general58

c107129pu030 Proof 4: 3.9.12_18:18 B/L Revision:authority conferred by resolution 2 above as if section 561(1) of the Act did not apply to anysuch allotment and to sell equity securities (within the meaning of section 560 of that Act) if,immediately before the sale, such shares are held by the Company as treasury shares for cash asif section 561(1) of that Act did not apply to such sale, provided that this power shall belimited to the allotment of equity securities and the sale of treasury shares:(A) in connection with an offer of such securities (but in the case of the authority grantedunder sub-paragraph (B) of resolution 2, by way of a rights issue only) to holders of NewOrdinary Shares in proportion (as nearly as may be practicable) to their respectiveholdings of such shares and to holders of other equity securities, as required by the rightsof those securities or, as the Directors otherwise consider necessary, but subject to suchexclusions or other arrangements as the Directors may deem necessary or expedient inrelation to treasury shares, fractional entitlements, record dates or any legal or practicalproblems in or under the laws of any territory, or the requirements of any regulatory bodyor stock exchange; and(B) (other than pursuant to sub-paragraph 3(A) above) up to an aggregate nominal amount of£931,428;and such power shall expire on the date of the annual general meeting of the Company to beheld in 2013 or, if earlier, 1 November 2013 but so that the Company may before such expirymake an offer or agreement which would or might require equity securities to be allotted ortreasury shares to be sold (as the case may be) after such expiry and the Directors may allotequity securities in pursuance of such offer or agreement as if the power conferred hereby hadnot expired. This resolution revokes and replaces all unexercised powers previously granted tothe Directors to allot equity securities as if section 561(1) of the Act did not apply but withoutprejudice to any allotment of equity securities already made or agreed to be made pursuant tosuch authorities.4. THAT, subject to the passing of resolution 1 and also conditional upon Admission occurring by8.00 a.m. on 26 October (or such later time as the Directors may in their absolute discretiondetermine), and in substitution for all existing authorities, the Company be and is herebygenerally and unconditionally authorised for the purposes of section 701 of the Act to makemarket purchases (as defined by section 693(4) of the Act) of New Ordinary Shares providedthat:(A) the maximum aggregate number of New Ordinary Shares authorised to be purchased is22,339,377 New Ordinary Shares;(B) the minimum price which shall be paid for each New Ordinary Share is 12.5 pence;(C) the maximum price which may be paid for each New Ordinary Share is an amount equalto the higher of (i) 105 per cent of the average of the middle market quotations for a NewOrdinary Share as derived from the London Stock Exchange Daily Official List for the fivebusiness days immediately preceding the day on which the Company agrees to buy theshares concerned; and (ii) the higher of the price of the last independent trade of any NewOrdinary Share and the highest current bid for a New Ordinary Share as stipulated byArticle 5(1) of Commission Regulation (EC) 22 December 2003 implementing the MarketAbuse Directive as regards exemptions for buyback programmes and stabilisation offinancial instruments (2273/2003);(D) unless previously renewed, varied or revoked, the authority hereby conferred shall expire atthe conclusion of the annual general meeting of the Company to be held in 2013 or 1November 2013 (whichever is the earlier); and(E) the Company may, before such expiry, make a contract to purchase New Ordinary Sharesunder the authority hereby conferred which will or may be executed wholly or partly afterthe expiry of such authority, and may make a purchase of New Ordinary Shares inpursuance of such a contract.59