Report
Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Micro Focus Intl - AGM 29 April 2019

Item 1: To amend the Articles of Association

At the extraordinary meeting held in August 2018, shareholders approved the disposal of SUSE Business to Marcel BidCo GmbH, a subsidiary of EQT Partners, for a total cash consideration of $2.535bn. The disposal was completed on 15 March 2019.  The Company is now proposing a return of capital with an aggregate principal amount equivalent to US$1.8bn.  The return of value represents approximately 17% of the market cap of the Company.

The amendments to the Articles of Association proposed are necessary to facilitate the return of capital via a B share scheme.  The proposed distribution is clearly justified and it is covered by the proceeds of the disposal of the SUSE business.  We recommend shareholders vote in favor.

Underlying
Micro Focus International PLC

Micro Focus International is a global enterprise software provider. Co.'s solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements, including the protection of corporate information at all times. Co. has two operating segments: Micro Focus Product Portfolio and SUSE Product Portfolio. The Micro Focus Product Portfolio segment is managed with a single product group that makes and maintains the software. SUSE provides and supports enterprise-grade Linux and Open Source Software Defined Infrastructure and Application Delivery solutions.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch