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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-15 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 24, 1998
Micro Focus Public Limited Company
(Translation of Registrant's Name into English)
The Lawn, Old Bath Road, Newbury, England RG14 1QN
(Address of Principal Executive Offices)
(Indicate by check mark whether the Registrant files or will file annual
reports under the cover of Form 20-F or Form 40-F.)
Form 20-F ___X__ Form 40-F ______
(Indicate by check mark whether the Registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes ___X__ No _____
(If "Yes" is marked, indicate below the file number assigned to the
Registrant in connection with Rule 12g3-2(b):82-795.)
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SCHEDULE 3A [LOGO] London STOCK EXCHANGE
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APPLICATION FOR ADMISSION OF SECURITIES TO LISTING
(Shares and Debt Securities)
This form of application for admission of securities to listing should be
suitably adapted for an issuer which is not a public limited company.
To: London Stock Exchange ("the Exchange") 24 August 1998
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Details of securities to be listed
Micro Focus Group plc
- ---------------------------------------------------------[insert name of issuer]
("the issuer") hereby applies for the securities detailed below to be admitted
to the Official List of the Exchange subject to the listing rules of the
Exchange.
Share capital
Authorised Denomination Issues and paid to
(inclusive of present issue)
212,000,000 in Ordinary shares of 177,468,232
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in 2p each (21,514,084)
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in (12,526,924)
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in
- -------------------- -------------------- ----------------------------
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(GBP) 4,240,000 (GBP)3,549,361
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(Please include in brackets those shares listed under block listing procedures
but not yet allotted)
Debt securities
Nominal value Redemption date Coupon
- ------------------- -------------------- -------------------------
- ------------------- -------------------- -------------------------
- ------------------- -------------------- -------------------------
- ------------------- -------------------- -------------------------
- -------------------
(GBP)
- -------------------
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Amounts and descriptions of securities for which application is now being made
(include distinctive numbers if any)
96,922,761 Ordinary Shares of 2p each: 62,881,753 shares pursuant to
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acquistion, 12,526,924 shares for options pursuant to acqusition , 21,514,084
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shares for new option plan
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Type of issue for which application is being made
Vendor consideration: Micro Focus aquistion of Intersolv, Inc.
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New option plan
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Are the securities for which application is now made:
(a) identical * in all respects? YES
If no, how do they differ and when will they become identical?
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(b) identical * in all respects with an existing class of security? YES
If no, how do they differ and when will they become identical?
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(c) the subject of an application for listing in another member state of the
European Community either within the previous six months, now or in the
near future? NO
If yes, state when and on what stock exchange(s):
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Notes:
* Identical means in this content
(a) the securities are of the same nominal value with the same amount
called up or paid up:
(b) they are entitled to dividend/interest at the same rate and for the
same period, so that at the next ensuing distribution, the
dividend/interest payable per unit will amount to exactly the same
sum (gross and net): and
(c) they carry the same rights as to unrestricted transfer, attendance
and voting at meetings and are pari passu in all other respects.
If the securities are not identical, but will so become in the future,
definitive certificates issued before that date must be enfaced with a
note to this affect.
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Details of document at title
Please give details of renounceable document (where applicable):
(a) Type of document
(which must comply with the relevant
provisions of chapter 13 of the listing rules): -------------------------
(b) Proposed date of issue: -------------------------
(c) Last day of splitting: -------------------------
(i) Not paid: -------------------------
(ii) Partly paid: -------------------------
(iii) Fully paid -------------------------
(d) Last day for renunciation -------------------------
Definitive certificates
Definitive certificates (in respect of the class of security/securities for
80,545,471
which listing is sought have already been issued for ------------ shares [insert
N/A N/A
number of shares] and/or (GBP) ------------ nominal of ------------ [insert
ALLOTMENT
designation of debt securities] and will be ready on ------------------- for
164,941,308 N/A
- ----------------- shares [insert number of shares] and/or(GBP)------------------
N/A
nominal of --------------------[insert designation of debt securities].
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Declaration
We acknowledge our obligations under the listing rules and the legal
implications of listing under the Financial Services Act 1986. Accordingly we
declare that:
(a) all the conditions for listing in the listing rules which are required to
be fulfilled prior to application have been fulfilled in relation to the
issuer and the securities for the admission of which application is now
made;
(b) all information required to be included in the listing
particular/prospectus has been included therein, or, if the final version
has not yet been submitted (or approved), will be included therein before
it so submitted; and
(c) all the documents and information required to be included in the
application have been or will be supplied in accordance with the listing
rules and all other requirements of the Exchange in respect of the
application have been or will be complied with.
We undertake to comply with the listing rules from time to time of the Exchange
so far as applicable to the issuer.
We undertake to lodge with you the declaration required pursuant to paragraph
7.6(i) of the listing rules of the Exchange in due course.
Signed: /s/ Rick Van Hoesen
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Director or secretary or
other duly authorised officer
for and on behalf of
Micro Focus Group plc
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Name of issurer
To be completed in all cases
Application to be heard on: (TBA) 1998
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Dealings expected to commence on: (TBA) 1998
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Name(s) of contact(s) of issuer regarding the application: Karen Gawn
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Telephone number: 0171 568 2144
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Notes: * delete as appropriate
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Micro Focus Group Public Limited Company
(Registrant)
Date: September 1, 1998 By: /s/ Richard Van Hoesen
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Richard Van Hoesen
Senior Vice President, Chief Financial
Officer and Secretary
