Micro Focus became listed on the New York Stock Exchange (NYSE) on 1 September 2017 upon closing of the Company’s merger with Hewlett Packard Enterprise Company’s software business segment.
On the NYSE, the Company’s Ordinary Shares are traded in the form of American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”) and trade under the ticker symbol MFGP. Each Micro Focus ADR represents one underlying Micro Focus Ordinary Share.
Deutsche Bank is the depositary bank for the Company’s ADR program. If you are an ADR holder and require further information, please contact Deutsche Bank’s transfer agent, American Stock Transfer, as follows:
Toll free (within USA): 1-800-622-1573
Deutsche Bank ADR Holder Services
6201 15th Avenue
Contact details for ADR brokers
Deutsche Bank ADR broker services desks:
New York: +1-212-250-9100
The documentation summarises certain U.S. federal income tax consequences of the merger, as well as provides additional information.
The information set forth in the Additional Information and in the Micro Focus Form 8937 is for general information purposes only and does not constitute tax advice. It does not purport to address all aspects of U.S. federal taxation that may be relevant to particular shareholders, and it does not address tax consequences that may vary with your individual circumstances. This information addresses only the specific tax matters and tax consequences discussed herein and therein and no other U.S. federal, state or local or foreign tax matters of any kind. This information may not be applicable to shareholders who are not citizens or residents of the United States. You are urged to consult your tax advisor to determine the application of the information set forth above and in the Micro Focus Form 8937 to your individual circumstances and the particular U.S. federal, state, and local and foreign tax consequences of the Distribution and the Merger to you.
An ADR is a negotiable US certificate representing ownership of shares in a non-US corporation. ADRs are quoted and traded in US dollars in the US securities market. Dividend payments (if declared by the board of directors) are also paid in US dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-US securities by US investors and to provide a corporate finance vehicle for non-US companies.
US investors generally prefer to purchase ADRs rather than ordinary shares in the issuer's home market because ADRs trade, clear and settle according to US market conventions. One of the main advantages is the facilitation of diversification into foreign securities. ADRs allow easy comparison to securities of similar companies, as well as access to price and trading information. ADR holders also appreciate US dollar dividend payments (if declared) and receiving corporate action notifications.
Micro Focus ADRs are traded on the New York Stock Exchange:
Structure: Level 3 ADR
Ratio (ADR:ORD): 1 ADR : 1 Ordinary Share
DR ISIN: US5948373049
If you do not hold your ADRs via a broker, bank or nominee, please contact AST as follows:
Toll free (within USA) 1-800-622-1573
Deutsche Bank ADR Holder Services AST Operations Centre
6201 15th Avenue
You can also view and manage your ADR holding online at www.astfinancial.com
Please search the name Micro Focus and then select the "Corporate Actions" tab.
Alternatively, you may contact Deutsche Bank Shareholder Services at the following toll-free number (if calling from within the US): 1-800-622-1573 or international: +1-201-806-4195
A registered holder is one whose name appears on the books of the depositary bank, as registrar; the registered holder is considered the owner of record. A beneficial holder is one whose holdings are held in another name, such as a US broker, bank or nominee.