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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 January 5, 1999
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 _____
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(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 _____
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(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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LONDON STOCK EXCHANGE ANNOUNCEMENT
Tuesday 5 January 1999, for immediate release
Enquiries:
Dean Genge US: 00 1 301 838 5075
Senior Vice President, Corporate Marketing
Giles Sanderson/Edward Bridges UK: 0171 831 3113
Financial Dynamics
Micro Focus Proposes Name Change to MERANT plc
Micro Focus Group Plc today announced that it proposes to change its company
name to MERANT plc. The change in name is subject to the approval of the
shareholders to the special resolution to be proposed at the extraordinary
general meeting convened for this purpose and to be held on 4 February 1999.
The merger with INTERSOLV, Inc. was the first significant step in a strategic
plan to build a new company from the existing Micro Focus base. The plan calls
for repositioning the Company well beyond its current identification with COBOL
development environments to true enterprise application development leadership
in the distributed computing environment of the future. In order to accelerate
this repositioning, the Directors propose to change the name of the Company to
MERANT plc.
Subject to approval being received, the Directors anticipate that the company
name will be changed on or before 19 February 1999.
-ENDS-
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[LOGO]
MICRO FOCUS GROUP PLC
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the action you should take, you should consult an independent
financial advisor authorised under the Financial Services Act 1986.
If you have sold or transferred all of your ordinary shares in Micro Focus Group
Plc, please pass this document, and the accompanying form of proxy, to the
purchaser or transferee or to the stockbroker, bank or other agent through whom
the sale or transfer was effected for transmission to the purchaser or
transferee.
To the holders of ordinary shares and, for information only, to participants in
the share option schemes of Micro Focus Group Plc:
Dear Shareholder, 4 January 1999
Change of Name
The merger with INTERSOLV, Inc. was the first significant step in a strategic
plan to build a new company from the existing Micro Focus base. The plan calls
for repositioning the Company well beyond its current identification with COBOL
development environments to true enterprise application development leadership
in the distributed computing environment of the future. In order to accelerate
this repositioning, the Directors propose to change the name of the Company to
MERANT plc.
You will find set out overleaf a Notice convening an Extraordinary General
Meeting to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14
1QN at 12.00 noon on Thursday, 4 February 1999, at which a Special Resolution to
change the name of the Company will be proposed. Following passing of the
resolution, it is anticipated that the change of name would take effect on or
before 19 February 1999. Existing share certificates will remain valid.
Subsequent share certificates issued will be in the name of MERANT plc.
Recommendation
Your Directors believe this proposal is in the best interests of the Company and
its shareholders as a whole. Accordingly, your Directors recommend you to vote
in favour of the Resolution to change the Company's name, as they intend to do
in respect of their own beneficial holdings.
Action to be taken
Whether or not you expect to be able to attend the Meeting, please complete and
return the enclosed form of proxy so as to reach the Company's Registrar, Lloyds
TSB Registrars, The Causeway, Worthing, West Sussex, BN99 3UH, not less than 48
hours before the Meeting. Submission of a completed form of proxy will not
prevent you from attending and voting at the Meeting if you wish to do so.
Yours faithfully
/s/ J. Michael Gullard
J. Michael Gullard
Chairman
Micro Focus Group Plc - Registered in England no: 1709998.
Registered office: The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
MICRO FOCUS GROUP PLC
NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Micro Focus
Group Plc ("the Company") will be held at The Lawn, 22-30 Old Bath Road,
Newbury, Berkshire, RG14 1QN on Thursday, 4 February 1999 at 12.00 noon for the
purpose of considering and, if thought fit, passing the following Resolution
which will be proposed as a Special Resolution.
SPECIAL RESOLUTION
THAT the name of the Company be changed to MERANT plc, and that the Company's
Memorandum and Articles of Association be amended to reflect such change in the
Company's name.
Dated: 4 January 1999
By Order of the Board
/s/ Kenneth A. Sexton
Kenneth A. Sexton
Secretary
Registered Office:
The Lawn
22-30 Old Bath Road
Newbury
Berkshire RG14 1QN
United Kingdom
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 instrument appointing a proxy and the power of attorney or
other authority, if any, 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 TSB Registrars, The Causeway, Worthing, West
Sussex BN99 3UH, not less than 48 hours prior to the meeting. Appointment
of a proxy will not prevent a member from attending the meeting and voting
in person.
3. Pursuant to Regulation 34 of the Uncertificated Securities Regulations
1995, only those shareholders registered in the register of members of the
Company as at the close of business on 2 February 1999 will be entitled to
attend and vote at the meeting in respect of the numbers of shares
registered in their names at that time. Subsequent changes to the register
shall be disregarded in determining the rights of any person to attend or
vote at the meeting.
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For Office Use Only
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Number of Shares
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MICRO FOCUS GROUP Plc
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
OF MICRO FOCUS GROUP PLC AT THE LAWN, 22-30 OLD BATH ROAD,
NEWBURY, BERKSHIRE RG14 1QN
At 12.00 noon on Thursday, 4 February 1999
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
(SEE NOTE 2)
...................................................................................................................
as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held
at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN on Thursday, 4 February 1999 and at any adjournment
thereof.
Please indicate which way you wish your proxy to vote by inserting "X" in the appropriate space provided.
SPECIAL RESOLUTION FOR AGAINST
CHANGE THE COMPANY'S NAME TO MERANT PLC [ ] [ ]
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 ..................................1999
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 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 form duly completed, together with 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 TSB Registrars, at the address overleaf no later than 12.00 noon on 2 February 1999.
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 - the meeting 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: Janaury 5, 1998 By: /s/ Kenneth A. Sexton
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Kenneth Sexton
Chief Financial Officer
