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
International: +1-201-806-4195
E-mail: db@astfinancial.com

By Post                        
Deutsche Bank ADR Holder Services
AST
Operations Centre
6201 15th Avenue
Brooklyn
NY 11219

You can also view and manage your ADR holding online at www.astfinancial.com ___

Contact details for ADR brokers
Deutsche Bank ADR broker services desks:

New York: +1-212-250-9100
London: +44-207-547-6500


Seattle Spinco, Inc / Micro Focus Merger Tax Documentation Additional Information 

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.

Micro Focus Form 8937

 

ADR FAQs

What is an American Depositary Receipt?

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.

What are the benefits of ADRs to US investors?

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.

Where are Micro Focus ADRs traded?

Micro Focus ADRs are traded on the New York Stock Exchange:

Ticker: MFGP
Structure: Level 3 ADR
Exchange: NYSE
Ratio (ADR:ORD): 1 ADR : 1 Ordinary Share
DR ISIN: US5948373049 
CUSIP: 594837304

How can I buy or sell ADRs?
You can buy or sell ADRs through most US brokers. Alternatively, Deutsche Bank's transfer agent, AST, maintains a DB Global Direct Investor Services Program for the Company, which is a direct purchase and sale plan for ADRs, with a dividend re-investment facility. For additional information please contact AST.
How can I check how many ADRs I hold?

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
International +1-201-806-4195
E-mail db@astfinancial.com
By Post
Deutsche Bank ADR Holder Services AST Operations Centre
6201 15th Avenue
Brooklyn
NY 11219

You can also view and manage your ADR holding online at www.astfinancial.com

How can I find ADR dividend payment and corporate action information for Micro Focus?

For dividend and corporate action information, please visit: http://www.adr.db.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

How do I convert Ordinary Shares into ADRs or ADRs into Ordinary Shares?
This conversion process must be executed via your broker who will contact Deutsche Bank on your behalf
Who is Micro Focus’s ADR depositary bank?
Deutsche Bank Trust Company Americas. The depositary bank plays a key role in issuance as well as cancellation of ADRs. It also maintains the register of ADR holders, distributes dividends in US dollars (if applicable) and facilitates the exercise by the ADRs holders of their voting rights (if applicable).
How are ADR dividends paid?
Dividends, when declared by Micro Focus’s Board of Directors, are payable to ADR holders in U.S. dollars seven days after dividend payments are paid on Micro Focus’s Ordinary Shares, to accommodate the payment process established by Micro Focus and Deutsche Bank.
What is the difference between a registered holder and a beneficial ADR holder?

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.