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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Micro Focus International Plc | LSE:MCRO | London | Ordinary Share | GB00BJ1F4N75 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 532.00 | 531.60 | 531.80 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMMCRO
RNS Number : 0798N
Micro Focus International plc
03 August 2017
3 August 2017
Micro Focus International plc
Annual Financial Report
Publication of the Micro Focus International plc Annual Report and Accounts and other Shareholder Documentation
Micro Focus International plc (the "Company") announces that it has today published the following documents:
-- The Annual Report and Accounts for the year ended 30 April 2017 (the "2017 Annual Report"); and
-- The Company's Notice of Annual General Meeting for 2017 ("2017 AGM Notice"), as well as the form of proxy for use at the Annual General Meeting.
The 2017 Annual Report and 2017 AGM Notice are available on the Company's website at www.microfocus.com. Copies of these documents (as well as the form of proxy) are also available for inspection at the Company's offices in Newbury.
In accordance with Listing Rule 9.6.1, the above documents have been submitted to the National Storage Mechanism and will shortly be available at www.morningstar.co.uk/uk/NSM
The Annual General Meeting will be held on 4 September 2017 at 9am (UK time) at the Company's offices at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN, United Kingdom.
Jane Smithard
Company Secretary
3 August 2017
Enquiries:
Hot Features
Premium
Micro Focus Tel: +44 (0)1635
565200
Mike Phillips, Chief Financial
Officer
Tim Brill, Director,Corporate
Communications & IR
Powerscourt Tel: +44 (0)20
7250 1446
Juliet Callaghan
About Micro Focus
Micro Focus (LSE: MCRO.L) is a global enterprise software Company supporting the technology needs and challenges of the Global 2000. Our solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Our Product Portfolios are Micro Focus and SUSE. Within Micro Focus our solution portfolios are COBOL Development and Mainframe Solutions, Host Connectivity, Identity and Access Security, IT Development and Operations Management Tools, and Collaboration and Networking. For more information, visit: www.microfocus.com. SUSE, a pioneer in Open Source software, provides reliable, interoperable Linux, cloud infrastructure and storage solutions that give enterprises greater control and flexibility. For more information, visit: www.suse.com.
In accordance with Rule 6.3.5(2)(b) of the DTR, the information set out in the Appendix to this announcement is extracted in full unedited text from the 2017 Annual Report and should be read in conjunction with the Company's Final Results Announcement issued on 12 July 2017 both of which can be found at www.microfocus.com. Together, these constitute the material required by Rule 6.3.5(2)(b) of the DTR to be communicated to the media in full unedited text through a Regulatory Information Service. This material is not a substitute for reading the 2017 Annual Report in full and page numbers in the Appendix refer to those in the 2017 Annual Report.
Appendix
1. Statement of directors' responsibilities in respect of the financial statements
The following information has been reproduced from page 96 of the 2017 Annual Report:
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and in conformity with IFRS as adopted by the European Union (collectively "IFRS") and company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the group and company for that period. In preparing the financial statements, the directors are required to:
-- Select suitable accounting policies and then apply them consistently;
-- State whether applicable International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and in conformity with IFRS as adopted by the European Union (collectively "IFRS") have been followed for the group financial statements and United Kingdom Accounting Standards, comprising FRS 102, have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements;
-- Make judgments and accounting estimates that are reasonable and prudent; and
-- Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation.
The directors are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the group and company's performance, business model and strategy.
Each of the directors, whose names and functions are listed in the board of directors section confirm that, to the best of their knowledge:
-- The company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the company;
-- The group financial statements, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and in conformity with IFRS as adopted by the European Union (collectively "IFRS"), give a true and fair view of the assets, liabilities, financial position and profit of the group; and
-- The Directors' Report includes a fair review of the development and performance of the business and the position of the group and company, together with a description of the principal risks and uncertainties that it faces.
In the case of each director in office at the date the Directors' Report is approved:
-- So far as the director is aware, there is no relevant audit information of which the group and company's auditors are unaware; and
-- They have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group and company's auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
By order of the board.
2. Principal risks and uncertainties
The following information has been reproduced from pages 37 to 43 of the 2017 Annual Report:
The Group, in common with all businesses, could be affected by risks and uncertainties that may have a material effect on its business operations and achieving its strategic objectives including its business model, future performance, solvency or liquidity. These risks could cause actual results to differ materially from forecasts or historic results. The board is mindful of the interdependencies of some risks. Where possible, the Group seeks to mitigate these risks through its RMF and internal controls, but this can only provide reasonable assurance and not absolute assurance against material losses.
The following are the principal risks and uncertainties, potential impacts and mitigations that are relevant to the Group as a provider of software products and associated services at this time. The risk movement from the prior year has been assessed and noted against each risk as has the alignment with the business, in accordance with the key below. There may be other risks which could emerge in the future.
Please also refer to the section on internal controls within the corporate governance report on pages 65 to 66.
Risk movement from the prior year
Risk increased Risk decreased Risk remained the same
Products
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
impact
------------------------- ------------------------ ------------------------------------------
To remain If products The Group continued to improve
successful do not meet the interaction between Product
the Group the requirements Management, Product Development,
must ensure of customers Sales and Marketing. The Group's
that its products they will structured approach to managing
continue to seek alternative its products was further enhanced
meet the requirements solutions, during the year to ensure alignment
of customers. resulting to the Four Box Model.
Investment in the loss
in research of new revenue The Group operates as two product
and innovation opportunities portfolios Micro Focus and SUSE.
in product and the cancellation All of Micro Focus's products
development of existing are managed through the global
is essential contracts. product management and development
to meet customer Insufficient organization, with a geographic
and partner focus on key GTM organization. To capitalize
requirements research and on the growth potential of the
in order to development SUSE Product Portfolio these
maximize revenues projects may are managed separately and dedicated
and corporate damage the resources concentrate on the
performance. long-term development, customer care and
The Group growth prospects sales, marketing and engineering.
has a large of the Group.
number of At Micro Focus on 2 May 2016
products, we completed the acquisition
at differing of Serena, a leading provider
stages of of Application Lifecycle Management
their life products. On the 30 September
cycle. The 2016 we completed the acquisition
extent of of GWAVA a leading company in
investment email security and enterprise
in each product information archiving based in
set needs the US, Canada and Germany.
to be managed
and prioritized At SUSE on 1 November 2016 we
considering acquired OpenATTIC storage management
the expected and engineering talent from the
future prospects, company it-novum. On 7 September
to ensure 2016 it was announced that SUSE
an effective was to become HPE's preferred
balance between Linux partner and explore additional
growth and collaboration. On the 30 November
legacy products. 2016 it was announced that it
had reached agreement with HPE
on the acquisition of technology
and talent to expand SUSE's OpenStack
Infrastructure-as-a-service solution
and accelerate SUSE's entry to
the Cloud Foundry Platform-as-a-service
market. The acquisition was completed
on 8 March 2017. SUSE also appointed
a dedicated Chief Technology
Officer in the year.
Go to Market ("GTM") models
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
impact
------------------------- ------------------------ ------------------------------------------
For the Group Poor execution The business operates under a
to succeed of GTM plans global product group with geographic
in meeting may limit GTM sales organizations. Revenue
revenue and the success plans are supported by a range
growth targets of the Group of measures to monitor and drive
it requires by targeting improvements in GTM operating
successful the wrong models in both Micro Focus and
GTM models customers SUSE. The dedicated sales teams
across the through the operate by portfolio but management
full product wrong channels are targeted on the sales of
portfolio, and using both Micro Focus and SUSE Product
with effective the wrong Portfolios. Operationally there
strategies product offerings. are quarterly business reviews
and plans with all geographies and monthly
to exploit reviews with regional presidents,
channel opportunities the President of Sales for Micro
and focus Focus and SUSE participate in
the sales their respective weekly management
force on all team meetings to review sales
types of customer performance and GTM priorities.
categories.
In addition, Customer sales cycles are reviewed
effective regularly and a bid review process
GTM models is in place to monitor and maximize
may be more customer revenue opportunities.
successful In addition to sales performance
if accompanied reviews, marketing and product
by compelling development programmes are assessed
Micro Focus regularly to optimize levels
and SUSE brand of qualified pipeline and ensure
awareness that marketing programmes are
programmes. supported by appropriate product
offerings.
A series of measures are in place
to focus the direction of the
sales force towards a broad range
of customer categories. These
measures include detailed bid
management, tailored quota targets
and robust pre-sales management.
In addition, brand awareness
programmes are in place and reviewed
on an on-going basis to draw
on differentiated and consistent
PR plans across key geographies.
These are supported by targeted
industry analyst relations to
reach and raise Micro Focus and
SUSE brand awareness through
key marketplace influencers.
Brand building is also supported
by growing a customer reference
programme and online programmes
such as effective search engine
optimization, use of social media
and improved corporate websites.
The Product to Market process
is standardized so that execution
is on a consistent basis. Micro
Focus continued to run the internal
sales certification programme,
to improve the level of expertise
across the sales force and the
Micro Focus Sales Academy, the
initiative through which it hires
graduate sales representatives
to enhance the sales capability
and train up new talent with
the potential to progress within
the sales organization.
At SUSE a President of Global
Sales was appointed in the year.
A new Partner Programme strategy
was also implemented across the
business.
Competition
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
impact
------------------------- ------------------------ ------------------------------------------
Comprehensive Failure to Group product plans contain analysis
information understand of competitive threats and subscriptions
about the the competitive to industry analyst firms are
markets in landscape leveraged to better understand
which Micro adequately market dynamics and competitor
Focus and and thereby strategies. In addition, customer
SUSE operate identify where contact programmes are analyzed
is required competitive for competitive intelligence.
for the Group threats exist Micro Focus and SUSE continue
to assess may damage to monitor and review intelligence
competitive the successful on market threats to focus on
risks effectively sales of the offering best in class service
and to perform Group's products. to customers.
successfully.
Employees
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
impact
------------------------- ------------------------ ------------------------------------------
The retention Failure to The Group has policies in place
and recruitment retain and to help ensure that it is able
of highly develop skill to attract and retain employees
skilled and sets, particularly of a high caliber with the required
motivated in sales and skills. These policies include
employees, research and training, career development
at all levels development and long-term financial incentives.
of the Group, may hinder Leadership training schemes are
is critical the Group's in place to support management
to the success sales and development and succession plans.
and future development The Group also has in place a
growth of plans. Weak performance management and appraisal
the Group organizational system. The measures for talent
in all countries alignment management will continue to be
in which it and inadequate enhanced to ensure a rigorous
operates. incentivization recruitment and retention process
Employees may lead to which is aligned to business
require clear poor performance as usual as well as the strategic
business objectives, and instability. plans for the Group. Succession
and a well It could also plans have been developed and
communicated have an adverse are in place for key leadership
vision and impact on positions within the Company.
values, for the realization
the Group of strategic In the year the Group took significant
to achieve plans action to develop its management
alignment capability both internally, by
and a common training and promotions, and
sense of corporate through external hires. In the
purpose among year the Group appointed a dedicated
the workforce. HR Talent Manager.
Business strategy and change management
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
Impact
------------------------- ------------------------ ------------------------------------------
The Group Failure to The Group has an established
is engaged analyze, execute acquisition strategy and focus
in a number and co-ordinate on efficient execution in the
of major change the various mature infrastructure software
projects including projects successfully products. The Group announced
acquisitions may result the acquisition of HPE Software
to grow the in the disruption on 7 September 2016 and Completion
business by of the ongoing is currently expected to be 1
strengthening business without September 2017.
the portfolio delivering
of products the benefits The project is run in the dedicated
and capabilities, of the operational IMO by an appropriately experienced
IT projects efficiencies team, utilizing external resources
and projects and/or commensurate as required. There are detailed
to standardize increase in and robust governance disciplines
systems and revenues. around each project. The board
processes. In addition monitors and reviews progress.
The successful this may affect The Group has a dedicated Group
integration the ability Business Operations and Integration
of businesses to execute Director to ensure that execution
will build strategic of the various projects are successfully
a solid base plans for aligned so as to minimize any
for further growth. disruption to business as usual.
expansion.
These projects The risk increased On 17 January 2017 Chris Hsu
expose the in the year was announced as the CEO of the
Group to transformation to reflect Enlarged Group (following Completion
risks. The the risks of the acquisition of HPE Software)
acquisition associated at the same time Stephen Murdoch
of HPE Software with the acquisition will become COO of the Enlarged
is a complex of HPE Software. Group, part of a strong and fully
transaction aligned leadership team to deliver
with a range the full potential of the transaction.
of integration
risks.
IT systems and information
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
Impact
------------------------- ------------------------ ------------------------------------------
The Group's Disruption The Group has in place a highly
operations, to the IT skilled technology team which
as most businesses, systems could constantly monitors and reviews
are dependent adversely the performance and availability
on maintaining affect business of the Group IT systems including
and protecting and Group any risk of cyber- attack. Policies
the integrity operations and processes are in place for
and security in a variety the protection of business and
of the IT of ways, which personal information. The Group
systems and may result has in place well established
management in an adverse and tested business continuity
of information. impact on plans. The Group seeks to mitigate
The Group revenues and cyber risks with a range of measures
may experience reputational including monitoring of threats
a major breach damage. and testing of cyber response
of system procedures and equipment.
security or The risk increased
cyber-attack. in the year
The external to reflect
threat profile the increase
is generally in the general
increasing external cyber
as are the risk environment.
regulations
around data
protection.
Legal and regulatory compliance
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
impact
------------------------- ------------------------ ------------------------------------------
The Group Failure to The Group has in place policies
operates across comply could and procedures to mitigate these
a number of result in risks. The Group's legal and
jurisdictions. civil or criminal regulatory team, enhanced by
Compliance sanctions specialist external advisors
with national as well as as required, monitor and review
and regional possible fines compliance. There is a Compliance
laws and regulations and reputational Committee and a Market Abuse
is essential damage. and Insider Dealing Committee
to successful which report into the board.
business operations. All staff are subject to mandatory
compliance training. During the
year the Group established an
executive Financial Reporting
Group (FRG) to monitor, review
and manage the risks associated
with financial reporting across
the Group. The FRG reports to
the audit committee.
Intellectual property
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
Impact
------------------------- ------------------------ ------------------------------------------
Failure to Failure could There are procedures in place
adequately adversely across the Group to ensure the
protect the affect the appropriate protection and use
Group's Intellectual ability of of the Group's brands and intellectual
Property and the Group property, which are monitored
brands. Some to compete by the IP Panel and Legal team.
of the Group's in the market
products utilize place and
Open Source affect the
technology Group's revenue
which is dependent and reputation.
upon third
party developers.
Treasury
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
Impact
------------------------- ------------------------ ------------------------------------------
The Group The relative The Group's operations are diversified
operates across values of across a number of currencies.
a number of currencies Changes in foreign exchange rates
jurisdictions can fluctuate are monitored and exposures regularly
and so is and may have reviewed and actions taken to
exposed to a significant reduce exposures where necessary.
currency fluctuations. impact on The Group provides extensive
business results. constant currency reporting to
The risk of enable investors to better understand
foreign exchange Insufficient the underlying business performance.
fluctuations access to
may be increased funding could The Group has significant committed
as a result limit the facilities in place, the earliest
of Brexit. Group's ability of which matures in November
to achieve 2021 and sufficient headroom
The Group its desired to meet its operational requirements.
targets a capital structure
Net Debt to or to complete The Group seeks to maintain strong
Facility EBITDA acquisitions. relationships with its key banking
ratio of 2.5 partners and lenders and to proactively
times and monitor the loan markets.
may require
additional The Group also has strong engagement
debt funding with the providers of equity
in order to capital, which represents an
execute its alternative source of capital.
acquisition
strategy.
Tax
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
Impact
------------------------- ------------------------ ------------------------------------------
The tax treatment Tax liabilities Tax laws, regulations and interpretations
of the Group's in various are kept under ongoing review
cross-border territories by the Group and its advisors.
operations in which the The Group reviews its operations,
is subject Group operates including the structuring of
to the risk could be significantly intra-group arrangements, on
of challenge higher than a periodic basis to ensure that
under tax expected. risks are identified and mitigated
rules and accordingly. External professional
initiatives advice is obtained to support
targeting positions taken in financial
multinationals' statements and local tax returns
tax arrangements, where there is significant uncertainty
including or risk of challenge.
the OECD's
Base Erosion
and Profit
Shifting project
and EU state
aid rules.
Macro-economic environment
-----------------------------------------------------------------------------------------------
Risk Potential Mitigation
Impact
------------------------- ------------------------ ------------------------------------------
The Group Adverse economic The spread of jurisdictions allows
operates a conditions the Group to be flexible to adapt
global business could affect to changing localized risk to
and is exposed sales, and a certain extent. The Group has
to a variety other external business continuity plans and
of external economic or crisis management procedures
economic and political in place in the event of political
political matters, such events or natural disasters.
risks which as price controls,
may affect could affect The Group have a Brexit Working
the Group's the business Group with processes in place
business operations and revenues. to assess, respond, monitor and
and execution track the impact of Brexit on
of the strategy. The risk increased our businesses, and associated
in the year risks, as matters progress and
to reflect how the business can seek to
Brexit and mitigate these risks.
the potential
general external
political
environment.
3. Related party transactions
The following information has been reproduced from page 157 of the 2017 Annual Report:
Transactions between the Company and its subsidiaries have been eliminated on consolidation. The remuneration of key management personnel of the Group (which is defined as members of the executive committee) including executive directors is set out in note 33.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSOKNDKABKDBFK
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August 03, 2017 12:06 ET (16:06 GMT)
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