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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-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 23, 1998
Micro Focus Group 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 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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MICRO FOCUS GROUP PLC
(regd in England No. 1709998)
Dear Shareholder, July 17, 1998
ANNUAL GENERAL MEETING
The purpose of this letter is to explain the proposal set out below which will
be considered as special business at the annual general meeting of the Company
to be held on Thursday August 20 1998. The Notice of Meeting referred to in
this letter is set out overleaf. U.K. law requires the Company to hold the
annual general meeting by no later than September 3, 1998, which is prior to the
likely date of the extraordinary general meeting that the Company plans to hold
to approve the proposed merger of Intersolv, Inc. with and into a wholly owned
subsidiary of the Company.
Your directors are proposing the renewal of the directors' limited authority to
issue shares.
AUTHORITY TO DISAPPLY PRE-EMPTIVE RIGHTS (RESOLUTION 6)
Under the U.K. Companies Act 1985, the directors of the Company may only allot
unissued shares if authorised to do so by the Articles of Association or by the
shareholders in general meeting. Authority to issue all of the Company's
unissued share capital was granted at the 1996 annual general meeting for a
period of 5 years. The directors' authority to allot shares for cash other than
in proportion to shareholdings was granted in 1997 at the annual general meeting
and expires at this annual general meeting.
Your directors are now seeking to renew, until the next annual general meeting,
their authority to allot shares for cash other than in proportion to
shareholdings. In the case of allotments other than for rights issues, the
authority is limited to shares representing 5% of the issued ordinary share
capital at July 10 1998 which amounts to a total of 4,013,986 shares.
ACTIONS TO BE TAKEN
A form of proxy for use at the annual general meeting is enclosed. Your
directors invite you to complete and return the form to the Company's Registrars
as soon as possible. Return of a form of proxy will not prevent you from
attending and voting in person at the meeting if you so wish.
Your directors are of the opinion that this proposal is in the best interests of
both the Company and its shareholders. Accordingly, they recommend you to vote
in favour of the resolution, as they intend to do in respect of their own
beneficial shareholdings.
Yours faithfully,
/s/ J. Michael Gullard
J. Michael Gullard
Chairman
Note:
In the period between May 1, 1998 (the date of the Directors' Report) and July
10, 1998:
(i) There were no changes in the interests of the directors in the ordinary
shares of the Company.
(ii) Ronald Forbes resigned as a director on May 14, 1998. His interests
in the ordinary shares of the Company at that date were as set out in
the Directors' Report.
(iii) The Company has received notification under Sections 198 to 208 of the
U.K. Companies Act 1985 of changes in interests of 3% or more in the
issued share capital of the Company. Revised holdings are as follows:-
May 1, 1998 July 10, 1998
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The Prudential Corporation Group 6,651,495 6,591,183
Fidelity Corporation 4,520,035 4,526,635
Micro Focus Trustees Limited 3,895,178 3,883,540
Legal & General Investment Management Limited 2,893,755 3,059,280
Micro Focus Group Plc, Registered office:
The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN, U.K. Registered in
England No. 1709998
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MICRO FOCUS GROUP PLC
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the fifteenth annual general meeting of Micro Focus
Group Plc ("the Company") will be held at the offices of Warburg Dillon Read, 1
Finsbury Avenue, 7th Floor, London EC2M 2PP, U.K. on Thursday, August 20, 1998
at 5.30 p.m for the following purposes:
ORDINARY BUSINESS
1. ADOPTION OF FINANCIAL STATEMENTS.
To receive, consider and adopt the Directors' Report and audited
financial statements for the year ended January 31, 1998.
2. RE-ELECTION OF DIRECTOR.
To re-elect Harold Hughes, who retires by rotation, as a director.
3. RE-APPOINTMENT OF DIRECTOR.
To re-appoint Martin Waters as a director.
4. RE-APPOINTMENT OF DIRECTOR.
To re-appoint J Sidney Webb, who attained the age of 70 years on
October 14, 1989, as a Director.
5. AUDITORS.
To reappoint Ernst & Young as auditors and to authorise the directors
to determine the auditors' remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, pass resolution 6, which will be proposed as a
special resolution.
6. RENEWAL OF AUTHORITY TO DISAPPLY PRE-EMPTIVE RIGHTS.
That the directors be and are hereby empowered pursuant to section 95
of the U.K. Companies Act 1985 to allot equity securities (within the
meaning of section 94(2) of the said Act) for cash pursuant to the
authority conferred on June 19 1996 as if sub-section 89(1) of the
said Act did not apply to any such allotment, provided that this power
shall be limited:
(a) to the allotment of equity securities in connection with a rights issue
in favour of ordinary shareholders where the equity securities for
which ordinary shareholders are respectively entitled to subscribe are
proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them, but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient in
relation to fractional entitlements or any legal or practical problems
under the laws of any overseas territory or the requirements of any
regulatory body or stock exchange; and
(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above)
of equity securities up to an aggregate nominal value of GBP 80,279
(representing 5% of the issued share capital of the Company as at July
10 1998),
and further, that this power shall expire on the date of the next
annual general meeting of the Company or, if earlier, 15 months after
the date of passing of this resolution, save that the Company may
before such expiry make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the
board may allot equity securities in pursuance of such offer or
agreement as if the power conferred hereby had not expired.
By Order of the Board
/s/ Richard Van Hoesen
R Van Hoesen
Secretary
Registered Office:
The Lawn, 22-30 Old Bath Road
Newbury, Berkshire RG14 1QN
United Kingdom
July 17, 1998
Notes:
1. A member entitled to attend and vote at the above meeting is entitled
to appoint one or more proxies to attend and vote in his place. A proxy
need not also be a member of the Company. Members wishing to vote by
proxy may use the enclosed Form of Proxy.
2. To be valid, the Form of Proxy and any authority under which it is
executed or a notarially certified copy of such authority must be
lodged at the office of the Company's Registrar, Lloyds Bank
Registrars, The Causeway, Worthing, West Sussex BN99 6DB, not later
than 5.00 p.m on August 18 1998.
3. The Company pursuant to Regulation 34 of the Uncertificated Securities
Regulations 1995, specifies that only those shareholders registered in
the register of members of the Company as at 6.00 p.m. on August 18
1998 shall be entitled to attend or vote at the meeting in respect of
the number of shares registered in their name at that time. Changes to
entries on the relevant register of securities after 6.00 p.m. on
August 18 1998 shall be disregarded in determining the rights of any
person to attend or vote at the meeting.
4. The register of directors' interests and a memorandum of the principal
terms of their service contracts will be available for inspection
during normal business hours on any weekday (Saturdays and public
holidays excepted) at the registered office of the Company from July
17 1998 until the date of the meeting, and at the meeting from fifteen
minutes prior to its commencement until its conclusion.
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For Office Use Only
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Number of Shares
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MICRO FOCUS
FORM OF PROXY FOR ANNUAL GENERAL MEETING OF
MICRO FOCUS GROUP PLC AT THE OFFICES OF
WARBURG DILLON READ, 1 FINSBURY
MICRO FOCUS GROUP PLC AT THE OFFICES
OF WARBURG DILLON READ, 1 FINSBURY
AVENUE, 7TH FLOOR, LONDON EC2M 2PP,
U.K. AT 5.30 P.M. ON THURSDAY,
AUGUST 20, 1998.
I/We _______________________________________________________________________
(Full name(s) in block capitals please)
____________________________________________________________________________
of ________________________________________________________________________
being a member/members of Micro Focus Group plc hereby appoint the Chairman of
the Meeting or (See Note 2)
____________________________________________________________________________
as my/our proxy vote for me/us on my/our behalf at the annual general meeting of
the Company to be held at offices of Warburg Dillon Read, 1 Finsbury Avenue, 7th
Floor, London EC2M 2PP, U.K.on Thursday, August 20, 1998, and at any adjournment
thereof.
Please indicate which way you wish your proxy to vote by inserting "X" in the
appropriate space provided.
ORDINARY RESOLUTIONS FOR AGAINST
1. Receive Accounts [ ] [ ]
2. Re-elect Harold Hughes [ ] [ ]
3. Re-appoint Martin Waters [ ] [ ]
4. Re-appoint J. Sidney Webb [ ] [ ]
5. Re-appoint the auditors and
authorise their remuneration [ ] [ ]
SPECIAL RESOLUTIONS FOR AGAINST
6. Renew authority to disapply
pre-emptive rights [ ] [ ]
Unless otherwise instructed the proxy will at his/her discretion vote or abstain
from voting as he/she thinks fit on any matter properly presented to the
meeting.
Signature _______________________________________ Date ________________1998
Notes:
1. In the case of joint holdings, only one holder need sign but the names
of all joint holders should be given. The vote of the first joint
holder named in the register of members who tenders a proxy, will be
accepted to the exclusion of the votes of other joint holders.
2. The words "the Chairman of the Meeting" may be struck out and the
name(s) of some other person(s) substituted; all alterations should
be initialled.
3. This form must be signed by the appointer or his attorney duly
authorised in writing. A corporation must execute this form either
under its Common Seal or under the hand of an officer duly authorised
in writing.
4. To be valid, this proxy, together with any authority under which it is
executed or a notarially certified copy of such authority, must be
lodged with the Company's Registrars at the address overleaf not less
than 48 hours before the time of the annual general meeting.
5. A member can appoint more than one person (who need not be a member)
to act as his/her proxy. Appointment of a proxy will not prevent a
member from attending and voting in person should he/she decide to do
so.
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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: July 23, 1998
By: /s/ Richard Van Hoesen
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Richard Van Hoesen
Senior Vice President, Chief Financial
Officer and Secretary
