Micro Focus Fixed Income Presentation Deck

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#1Micro Focus International plc Debt Investor Breakfast Mike Phillips - Chief Financial Officer Rob Ebrey - Director of Tax, Treasury & Risk 18 November 2016 MICROⓇ O FOCUS#2Agenda 2 • Micro Focus Company Overview Announced Transaction Summary • HPE Software Assets Overview Financial Impact & Integration Appendix MICRO FOCUS#30 Micro Focus International plc Company Overview O MICROⓇ FOCUS#4Micro Focus 80+ Offices Worldwide 4,500+ Employees iii 4 $1.4bn Annual Revenue 20,000+ Customers 5,000+ Partners MICRO FOCUS#5We Are a Software Company We make software, we sell software and we support software Everything is organised to help us do this: Our systems • The way we interact with customers and partners How we deliver consulting services • We aim to provide investors with a sustainable return of between 15% to 20% per annum 5 In doing so we need to be building a company with sustainable prospects for the 'long' term! $ S **** fol TH 11 FOCUS#66 Micro Focus helps its customers to innovate faster with lower risk We enable them to embrace new technology while building on what already works. We call this bridging the old and the new MICRO FOCUS#7An Evolutionary Journey Resulting in Great Complexity - all in the last 35 years! 7 hp COBOL Java eclipse MICRO FOCUS ORACLE z/OS PL/I DOO COBOL CICS IMS UNIX AJAX F Microso M.NET O O O Microsoft Azure Public Cloud Private Cloud SUSE Microsoft amazon Novell SAP Visual Studio Google IBM. Windows Internet of Things (loT) MICRO FOCUS#8Portfolio Positioning and Approach in Context of the Software Industry Product lifecycle New tech models 8 "Me too" models Introduction Growth Nature of software • Innovative and often disruptive technologies High capex and R&D User base rapidly expanding, products repeatedly enhanced Investment strategy and valuation . Investing in growth = valuation and returns Rich valuations Area of primary focus Potential change in trajectory (return to growth) Maturity Reduce rates of decline Decline 1 Nature of software Infrastructure software: embedded products with high switching costs Limited growth capex Margin expansion and efficiency opportunities Investment strategy and valuation Returns driven by maximizing cash flow Lower valuations Software company leading consolidation in the mature infrastructure software market to win through operational efficiency and scale MICRO FOCUS#91 3 9 Portfolio Positioning and Approach in Context of the Software Industry (cont'd) Micro Focus specialises in managing mature infrastructure software assets which have been delivering value to significant numbers of customers over long periods of time Micro Focus approach Product portfolio characteristics • Broad based - covering all industrial sectors . Significant numbers of customers . Significant maintenance streams Relatively high switching costs • Significant market positions . Four box model New Models Products that are relatively new and unproven in the market but expected to be growth drivers Optimise Products with declining sales over a period of time, and the strategy is to move back to core OR manage decline and optimize returns in the long run 2 4 'Fund of funds' approach to product portfolio Investment and focus driven by four-box model Objective: modest growth over medium-term, high levels of profitability, strong cash flow Delivered through: efficient and focused investment across portfolio Growth Drivers Products that have shown consistent potential for sales growth Core Products that have maintained "flat sales' over time with limited growth, but are central to the company's revenues MICRO FOCUS#10Operating Model & Structure: One company with two product portfolios SUSE Go To Market NA, EMEA & APJ (LATAM from MF shared team) 10 Channel, Systems Integrators & OEM Field Marketing Product Group Product Management Product Development Corporate Operations Finance Go To Market Product Group North America IT MICRO FOCUS International (EMEA, LATAM) Channel, Systems Integrators & Independent Software Vendors HR Field Marketing Product Management Product Development Services, Customer Care, Renewals, Shared Marketing Services, Sales Operations Legal APJ Business Operations & PMO MICRO FOCUS#11Board & Management Team Track record of successful integration Micro Focus Management Team Name Kevin Loosemore Mike Phillips Stephen Murdoch Nils Brauckmann Role 11 Executive Chairman (11 years) CFO (6 years) CEO, Micro Focus division (4 years) CEO, SUSE (5 years) Source: Publicly available information, Company websites, BoardEx Experience Appointed non-executive Chairman of the Company in 2005 Executive Chairman in April 2011 . ♦ . . • Joined Micro Focus in September 2010 Chief Executive Officer at Morse pic, following his initial role as Group Finance Director Left Morse plc in July 2010 following the turnaround and successful corporate sale to 2e2 in June 2010 . . . Previously non-executive Chairman of Morse plc Previously, Kevin has acted as Chief Operating Officer of Cable & Wireless plc, President of Motorola EMEA, Prior to this he was Chief Executive of IBM UK Limited . Has held senior executive positions in general management, sales, and strategy with IBM and Dell Most recently, he was the General Manager of EMEA for Dell's Public Sector and Large Commercial Enterprise business unit Previously served in cross-functional and international management positions at WRQ (acquired by TAG in 2004), Novell and Siemens Nixdorf, where he started his technology career MICRO FOCUS#12Acquisitions to Strengthen our Customer Proposition AcuCorp Acu COBOL 2007 12 NetManage Connectivity 2008 Relativity Technologies Application portfolio Management Liant COBOL and PL/I development Borland Application Lifecycle Management & Testing 2009 CompuWare Application Testing 2010 2011 2012 AccuRev Agile Software Delivery 2013 2014 Prism Tech CORBA Orbix CORBA Sofor Te Mainframe Solutions Novell, NetIQ, Attachmate, SUSE Identity, Access, Security Host Connectivity Collaboration Performance Monitoring Workload Management Cloud Management Enterprise Linux 2015 2016 I Serena ALM & DevOps Authasas Advanced Authentication MICRO FOCUS#13Micro Focus made eight major acquisitions in last 10 years 1 Serena 2 3 4 5 6 7 8 ACQUISITION Attachmate (TAG) Accurev Orbix assets from Progress SW Borland Compuware NetManage 13 PORTFOLIO GROUPS / MAIN PRODUCTS Dev & ITOM: Mainframe and distributed ALM and BPM Collab. & Networking (Novell), Host Connectivity (Attachmate), IAS (NetIQ) and SUSE Dev & ITOM: Accurev Collab. & Networking: CORBA Dev & ITOM: Borland / Silk Suite Dev & ITOM: Application Testing and Automated Software Quality Host Connectivity: RUMBA YEAR CDMS: AcuCobol 2016 2014 2013 2012 2009 2009 2008 Acucorp Note: Does not include acquisitions smaller than $10M: Authasas (15), Openfusion ('13), Soforte (13), Relativity (09) and Liant (08). "Values for Borland, NetManage, Acucorp and Accurev are operating profit, not EBITDA "Orbix acquisition value includes other assets acquired from Progress Software. Source: Micro Focus and other companies annual reports, Internal Micro Focus data; Bain Analysis. ACQUISITION VALUE ($M) 2007 540 2,350 19 15** 87 63 46 40 EBITDA (SM) 80 313 (2)* 8 (11)* 19 (2)* 4" MICRO FOCUS#14Net operational improvement accounts for -36% of Micro Focus' EBITDA growth over last 10 years Micro Focus' EBITDA evolution ($mm) 7 6 39 8 3 14 (2) '06 EBITDA Acucorp (07) NetManage ('08) 19 Compuware ('09) (11) -34% of -$490M total EBITDA growth driven by real net operational improvement 8 Borland (09) Orbix assets from Progresss SW ('12) (2) Accurev ('13) Note: Does not include acquisitions smaller than $10M: Authasas (15), Openfusion (13), Soforte (13), Relativity (109) and Liant (08) Values for Borland, NetManage, Acucorp and Accurev are operating profit, not EBITDA. Source: Micro Focus and other companies annual reports, Bain Analysis. 166 532 T '16 EBITDA 313 TAG (14) 80 Op improvement Serena (16) Serena acquisition closed end of FY16 612 '16 EBITDA (incl Serena) MICRO FOCUS#15Product Portfolio 15 20 16% Identity, Access and Security Solutions Identity Manager Sentinel 14% Host Connectivity Solutions Rumba Reflection MSS COBOL Development and Mainframe Solutions 18% COBOL Enterprise 23% Development and IT Operations Management Tools Silk AccuRev PlateSpin 18% Linux and Open Source 11% Collaboration and Networking Solutions OES GroupWise CORBA MICRO FOCUS#16Micro Focus - Product Portfolio Snapshot COBOL Development and Mainframe solutions (CDMS) Development and IT Operations Mgmt (Dev & ITOM¹) FY16 Rev² Description Products $259m (18% of total) 16 • CD products enable programmers to develop applications written in COBOL across multiple platforms including Windows, UNIX, Linux and the cloud • MS products let customers maximise value out of their mainframe. These technologies allow customers flexibility in deciding the platform choice for development, testing and deployment of their business applications COBOL Enterprise Identity, Access and Security Solutions (IAS) $217m (16% of total) . Facilitate secure access by using identity information (identity management, access management, single- sign-on etc) Identity Manager Sentinel Source: Micro Focus annual report and filings; company data ¹ Incl. Serena 2 Pro Forma for Serena acquisition • Host Connectivity Solutions • Increased compliance / Enable use of mainframe applications and data with modern dev. environments and business analytics regulation, expansion and diversity of cyber threats and resultant financial impact and virtualisation and cloud deployment are key trends driving industry growth $198m (14% of total) Enable use of centralised applications (especially mainframes) to end-users across different environments and devices • Core products deliver graphical user interfaces (GUI) for legacy applications Rumba Reflection MSS $320m (23% of total) . Includes tools (applications) that enable IT departments to better manage their datacenters, software development and testing as well as system monitor and support tools • Source Code Change Management, Application Lifecycle Management and Business Process Management software from the Serena acquistion Silk AccuRev PlateSpin Collaboration and Networking Solutions $160m (11% of total) Core products include email, calendaring. contact management, solutions for file & print/ storage of enterprise files • Brings people, projects and processes together in a secure environment OES CORBA GroupWise SUSE $254m (18% of total) Operating system built on top of the open source Linux kernel that allows a computer and its various hardware and software components to interact Enterprise grade Linux server, open stack, cloud and storage solutions Linux & Open Stack Total $1,408m MICRO FOCUS#17Delivering on Attachmate Integration Facility EBITDA and Margin (Pro Forma for Attachmate, $m) Revenue (Pro Forma for Attachmate, $m) 46% 230% 38% 160% $522 PF FY14 41% $537 PF FY15 $566 Stock Performance since Attachmate merger announcement 300% FY16 wwwporn wa 90% Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Aug-16 Source: Company information 1 Does not account for impact of Serena acquisition 17 95 182 743 370 PF FY14 Net Debt / Facility EBITDA 3.4x 56 216 PF FY14 721 Licence Maintenance Subscriptions 334 PF FY15 2.7x PF FY15 47 249 645 305 FY 16 Consultancy 2.0x¹ FY16 MICRO FOCUS#18Micro Focus Overview and Outlook Overview FY16 Results at the high end of management expectations Total Shareholder Return strategy continues Final Dividend increased by 50.7% to 49.74 cents (2015: 33.00 cents) Full Year Dividend increased by 37.8% to 66.68 cents (2015: 48.40 cents) Return of Value to shareholders in 2017 ● ● - 18 - Outlook - Consistent double digit shareholder returns Revenue in FY17 minus 2% to zero Compared to FY16 CCY pro-forma with Serena FY17 revenue exit rate flat with FY16 and anticipate revenue growth in FY18 Maintain target net debt at 2.5 times to Facility EBITDA Appropriate value enhancing acquisitions - Source: Micro Focus FY16 preliminary results presentation MICRO FOCUS#190 Announced Transaction Summary MICROⓇ O FOCUS#20Announcement 'At A Glance' - Key Points Industry Logic Aggregate Consideration Micro Focus HPE Software Merger of Micro Focus International plc HPE's Software Business Segment $. Creates one of the world's largest pure-play infrastructure software companies SUSE & HPE Micro Focus and HPE have separately entered into a commercial partnership naming SUSE as HPE's preferred Linux partner ~$8.8¹ billion Aggregate Transaction Value $738m² Acquired EBITDA 3 11.4x¹ Acquired EBITDA Multiple HPE Software EV/Sales 4: 2.64x TAG EV/Sales 4: 2.46x Combination -$4.5 billion 5 Combined Revenue -$1.355 billion Combined Underlying Adjusted EBITDA6 ("UAEBITDA") Micro Focus HPE Software 46% vs 21% 12 months to 30 April 2016 EBITDA margin comparison Significant scope for operational efficiency gains Shareholder Impact -$400m RoV $1.68 per ordinary share to existing Micro Focus shareholders prior to Completion Ownership Micro Focus HPE shareholders 49.9% vs 50.1% Post Completion ownership based on fully diluted share capital of the pro forma entity Expected Completion Q3 CY2017 Subject to satisfying closing conditions ¹ Based upon the closing share price of Micro Focus as at 6 September 2016; Consideration comprises $6.3bn in Micro Focus equity to HPE shareholders and $2.5bn cash payment to HPE 2 Acquired EBITDA is UAEBITDA adjusted for overhead costs of c.$80m that will not transfer to Micro Focus as part of this transaction; Multiple calculated based on effective Enterprise Value of $8.8bn less $400m assumed Return of Value to Micro Focus shareholders divided by Acquired LTM Q2 2016 Underlying Adjusted EBITDA of $738m; + Sales multiples represent implied transaction value at announcement divided by announced Sales metrics; HPE Software Q2 2016 LTM Sales of $3,172m; Attachmate Group respective transaction value and Revenue FYE March 2014 of $2.350m and $957m; Combined revenues and UAEBITDA based on the twelve months to 30 April 2016, adjusted for the acquisition of Serena; Underlying Adjusted EBITDA removes the impact of net capitalisation/amortisation of development costs and foreign currency gains and losses from Adjusted EBITDA; Combined Underlying Adjusted EBITDA assumes Micro Focus UAEBITDA of $613m and HPE Software Acquired EBITDA of $738m 7 Micro Focus margin ex-SUSE and Serena; unadjusted for overhead costs of c.$80m that will not transfer to Micro Focus as part of this transaction; * Based on fully diluted shares outstanding as at 6 September 2016, calculated using the Treasury Share Method 20 MICRO FOCUS#21Transaction Overview Proposed Transaction What Is Being Acquired? Why Is This Being Contemplated? Debt financing Completion Conditions & Timing • Merger of the software business segment of Hewlett Packard Enterprise ("HPE Software") with Micro Focus International plc ("Micro Focus") • Aggregate acquisition consideration of $8.8bn, representing an effective multiple of 11.4x¹ Acquired EBITDA² LTM to 30 April 2016 . Consideration to HPE shareholders comprises the issuance of Micro Focus shares representing 50.1% of the fully diluted issued share capital³ of the combined group on Completion and a pre-Completion cash payment of $2.5bn to HPE Micro Focus shareholders will own 49.9% of the fully diluted share capital of the combined company following Completion of the Transaction, with HPE shareholders owning the remaining 50.1% • Proposed Return of Value ("RoV") to existing Micro Focus shareholders prior to Completion of $400m HPE Software revenues for the LTM 30 April 2016 of $3.2bn (LTM Q2 2016 y-o-y growth rate adjusted for divestitures, MOBU and currency of 1.5%) and Acquired EBITDA² was $738m Largely complementary portfolio of assets in the infrastructure software space Transaction consistent with Micro Focus strategy of acquiring & efficiently managing sticky mature infrastructure assets Transaction significantly increases Micro Focus' scale in a number of business segments Significant potential for operational efficiency gains through the application of Micro Focus' disciplined operating model. HPE Software delivered Underlying Adjusted EBITDA margin of 21% 5 in the twelve months to 30 April 2016. Micro Focus believes it will be possible to improve the margin delivered by HPE Software's mature software assets (approximately 80% of revenue) to Micro Focus' level by the end of the third full financial year following Completion HPE and Micro Focus have separately announced their intent to enter into a commercial partnership naming SUSE as HPE's preferred Linux partner • Micro Focus has entered into commitments for a total of US$5.5 billion of debt financing related to the Transaction including a revolving credit facility of US$500 million • Enlarged Group expected to have a pro-forma Net Debt to Facility EBITDA multiple of approximately 3.3x at close (post the RoV), which is expected to reduce to 2.5x within two years following Completion • Completion is subject (amongst other things) to Micro Focus shareholder approval, regulatory clearances, SEC filings in order to create American Depository Shares for the Consideration Shares and receipt of certain tax opinions Completion is expected in Q3 CY2017 Note: HPE Software financials prepared under US GAAP, Micro Focus financials prepared under IFRS; ¹ Multiple calculated based on effective Enterprise Value of $8.8bn less $400m assumed Return of Value to Micro Focus shareholders divided by HPE Software's Acquired LTM Q2 2016 EBITDA of $738m; 2 HPE Software's Acquired EBITDA is UAEBITDA adjusted for overhead costs of c.$80m that will not transfer to Micro Focus as part of this transaction for the twelve months to 30 April 2016; ³ Fully diluted basis calculated using the Treasury Share Method; HPE Software historical financials have been adjusted for a number of divestments at various points during the last two fiscal years and the transfer of the Marketing Optimisation Business Unit ("MOBU") in the fourth quarter of FYE 2015; $UAEBITDA margin unadjusted for overhead costs of c.$80m that will not transfer to Micro Focus as part of this transaction; This is not a profit forecast, and should not be interpreted to mean that the earnings per share of the Enlarged Group following Completion will necessarily be above or below the historical published earnings per share of Micro Focus 21 MICRO FOCUS#22Sources & Uses Sources and Uses Sources Issue of new shares New debt Total Sources Pro Forma capitalisation (Apr-16A) Capitalisation RCF ($500mm) Debt committed funding Total debt Micro Focus market cap HPE Software equity value Equity value (at announcement)¹ $bn 6.3 5.0 22 11.3 Uses Equity to HPE shareholders Cash payment to HPE Acquisition purchase price Rov Acquiror existing debt, other Total Uses $bn 5.0 5.0 6.3 6.3 12.6 $bn 6.3 2.5 8.8 0.4 2.1 11.3 X LTM EBITDA 3.6x Apr-16/3.3x Closing PF Adj. LTM Facility EBITDA Apr-16 Source: FactSet, Company announcements Note: Micro Focus Facility EBITDA PF Serena acquisition of $81mm; Facility EBITDA is Adjusted EBITDA before amortisation and impairment of capitalised development costs ¹ Based upon the closing share price of Micro Focus as at 6 September 2016 and the fully diluted share count under the Treasury Method 2 $1,385mm Facility EBITDA as of 30 Apr-16 LTM based on Micro Focus Facility EBITDA of $647mm (PF for Serena acquisition), HPE Software Facility EBITDA of $738mm, adjusted for overhead costs of c.$80m that will not transfer to Micro Focus as part of this transaction; as per RNS release on 7 September 2016, HPE Software's underlying adjusted EBITDA and Facility EBITDA as calculated result in the same figure 1.39² MICRO FOCUS#23HPE Software Combination Offers Micro Focus a Unique Opportunity to Create an Industry Leader that Can Consolidate at a Much Larger Scale Potential targets to consolidate and create scale in maturing market $86.9 $37.0 $23.9 $7.1 Salesforce $5.1 Adobe 9# $4.5 HPE Software + Micro Focus Potential leaders/targets of mid-size consolidation to create scale to compete with the largest software companies $4.0 CA $3.6 $3.4 Symantec Gemalto $3.3 $3.3 Citrix 11 Dassault Systems $3.1 23 Sources: Capital IQ and HPE Software management financials; LTM as of 31-Jul-2016 HPE Software $2.5 $2.4 Infor Autodesk $2.3 Synopsys $2.1 $2.1 $2.0 11 CDK Global Red Hat Asseco $1.9 $1.9 Communications Nuance Constellation Software $1.8 Open Text $1.7 Cadence Design Systems $1.7 Check Point Software #23 $1.4 I $1.3 Micro Focus Workday MICRO FOCUS#24Merger Rationale Extend Market Presence Increased Operational Efficiency Deliver Effective Product Management and Improve Sales Productivity 24 . Adds additional breadth and scale to Micro Focus' existing portfolio of sticky products in core areas, with strong cash flows Increased exposure to fast growing segments through HPE Software's security and big data products Integration of functions and rationalisation provide scope for cost savings • Leverage Micro Focus' management's experience from previous transactions and in-house cost rationalization exercises Appropriate categorisation of products within the four box model to identify spending priorities . Effective, targeted spending to grow revenues in areas with market potential Extend the life and productivity of products in areas of systematic decline or with limited potential for top line growth Focus on EBITDA and FCF growth Focus on Total Shareholder Returns Maintain a stable platform to deliver results MICRO FOCUS#25Credit Highlights 1 Well positioned in both mature and growth sectors of the software market • Leader in managing mature infrastructure software assets • Significant presence in growth segments 2 Diversity by product, customer base and geography Micro Focus customer base >20K and HPE Software >50K and including virtually all Fortune 500 companies and representing all major industries • Balanced geographic split across North America and the rest of the world 3 Predictable performance from portfolio effects and sticky customer base Breadth of portfolio helps to mitigate fluctuations in performance at product level, providing highly predictable overall results . Significant recurring revenues for Micro Focus and HPE Software 4 Highly cash generative with the potential for further operational efficiencies Strong track record for cash generation Target EBITDA margin differential provides ample opportunity (Micro Focus c.44% ¹ vs HPE Software c.21%), e.g. Attachmate • 80% of HPE Software products are mature and there remains opportunity to increase margin to Micro Focus portfolio margins by the third full year following completion of the merger 5 Management team with a strong M&A track record Track record of acquiring businesses and improving margins Track record of deleveraging e.g. de-levered 0.7x (post Serena transaction) since TAG merger completion in November 2014 Voluntary prepayment by Micro Focus of $150m of Term Loan B 25 Source: Micro Focus 2016A preliminary results presentation ¹ Pro Forma for impact of Serena acquisition MICRO FOCUS#260 HPE Software Assets Overview O MICROⓇ FOCUS#27HPE Software - Business Overview Business Overview • Hewlett Packard Enterprise's Software Business Segment Global footprint spanning the Americas, Asia Pacific & Japan and Europe, Middle East & Africa ("EMEA") regions Product and service offerings . • Provides enterprise software solutions for IT operations management, Applications delivery management, Enterprise security products, Information management & governance and Big data analytics Products offered via: • Term and perpetual licenses (followed by maintenance . payments) • SaaS model . . • Professional services Scale and profitability Engaging with c. 5,000 partners and over 50,000 customers across the world • The company currently works with 94 of the Fortune 100 companies • LTM Q2 16 Revenue $3,172m, Acquired EBITDA¹ $738m . Financial Overview Revenue by type (%) SaaS 9% $3,188 59% recurring revenue² Revenue and EBITDA ($m) Revenue³ Prof Services 13% $3,172 LTM Q2 Apr-2016 License 28% UAEBITDA4 margin (%) 21% Maintenance 50% FY2015A 21% LTM Q2 16 FY2015A LTM Q2 16 Source: RNS merger announcement ¹ Acquired EBITDA is UAEBITDA adjusted for overhead costs of c.$80m that will not transfer to Micro Focus as part of this transaction for the twelve months to 30 April 2016 2 Recurring HPE revenue comprises both subscriptions and maintenance 3 HPE Software historical financials have been adjusted for a number of divestments at various points during the last two fiscal years and the transfer of the Marketing Optimisation Business Unit ("MOBU") in the fourth quarter of FYE 2015 4 Underlying Adjusted EBITDA removes the impact of net capitalisation/amortisation of development costs and foreign currency gains and losses from Adjusted EBITDA 27 MICRO FOCUS#28HPE Software - Product Portfolio HPE Software Product Portfolio Description Select Product portfolio 28 IT operations management Facilitating management, automation and optimisation of data centers and cloud infrastructure Service Anywhere Cloud Orchestration Data Center Automation Application delivery management (ADM) Quality and lifecycle tools for traditional and DevOps application development models ALM AppPulse Enterprise security products (ESP) Enabling enterprises to protect interactions among users, apps and data across locations and devices - Key offerings include threat identification, digital asset protection, data security and application hardening ArcSight FORTIFY ATALLA Security Voltage Information management & governance (IM&G) Helping customers manage, govern, store and secure their information Solutions: data protection, archiving & e-Discovery, and content management Digital Safe Data Protector Big data analytics Providing platforms that help customers harness their data and identify new opportunities . Platforms: next- generation enterprise search and data analytics (IDOL) and columnar database (Vertica) IDOL VERTICA HPE Haven OnDemand MICRO FOCUS#290 Financial Impact & Integration O MICROⓇ FOCUS#30Micro Focus - Standalone Historical Financials Historical financials (Pro Forma for Serena acquisition, $m) Licence Revenue Maintenance Revenue Subscriptions Consultancy Total Reported Revenue % growth FY Apr-16 336 30 763 249 60 1,408 (6.1%) FY Apr-15 367 613 849 216 67 1,500 (4.6%) FY Apr-14 401 592 877 182 Underlying Adjusted EBITDA Source: Micro Focus company filings Note: Financials pro forma for acquisition of Serena in May 2016: Underlying Adjusted EBITDA removes the impact of net capitalisation/amortisation of development costs and foreign currency gains and losses from Adjusted EBITDA 112 1,572 586 MICRO FOCUS#31Revenues: Micro Focus (IFRS) and HPE Software (US GAAP) Micro Focus Pro Forma Revenue (FYE April, IFRS) Revenue ($m) . $1,572 . 112 182 877 License Maintenance Subscriptions Consulting $1,500 67 216 401 367 FY14 FY15 • Note: Actual currency, Pro Forma¹ Accounting Standard: IFRS FYE 30-April 849 $1,408 60 249 763 336 FY16 1 Pro Forma for acquisitions of the Attachmate Group and Serena acquisition 31 + HPE Software Pro Forma Revenue (FYE October, US GAAP) Revenue ($m) License SaaS . $3,391 432 266 1,679 1,014 $3,188 399 265 1,628 Maintenance Professional Services $3,172 896 403 277 1,596 896 FY14 FY15 LTM Q2 16 Note: Actual Currency, Pro Forma (i.e. adjusted for a number of divestments at various points during the last two fiscal years and the transfer of the Marketing Optimisation Business Unit ("MOBU") in the fourth quarter of FYE 2015) Accounting Standard: US GAAP FYE 31-October . This represents the Micro Focus IFRS revenues added to the HPE Software revenues adjusted for divestitures and MOBU for the twelve months to 30 April 2016 IFRS treatment of the US GAAP financial statements are likely to produce a difference from this calculation -$4.5bn Combined Revenue MICRO FOCUS#32EBITDA: Micro Focus (IFRS) and HPE Software (US GAAP) Micro Focus Pro Forma UAEBITDA (FYE 30 April, IFRS) Underlying Adj. EBITDA ($m) 586 592 FY14A FY15A • Note: Actual Currency, Pro Forma² • Accounting Standard: IFRS FYE 30-April 613 FY16A + HPE Software Pro Forma UAEBITDA¹ (FYE 31 October, US GAAP) EBITDA ($m) 688 . Costs not transferring 657 738 80 658 FY14A FY15A LTM Q2 16 Note: Actual Currency, Pro Forma (i.e. adjusted for a number of divestments at various points during the last two fiscal years and the transfer of the Marketing Optimisation Business Unit ("MOBU") in the fourth quarter of FYE 2015) Accounting Standard: US GAAP FYE 31-October ¹ Included in the LTM Q2 2016 HPE Software illustrative constant perimeter EBITDA is approximately US$80m in overhead costs that will not transfer as part of the sale transaction 2 Pro Forma for acquisitions of the Attachmate Group and Serena acquisition 32 This represents the Micro Focus IFRS EBITDA added to the US GAAP EBITDA for the twelve months to April 30th 2016 The IFRS treatment of the US GAAP financial statements are likely to produce a difference from this calculation $1.35bn Combined UAEBITDA MICRO FOCUS#33Strong Cash Flow Profile Micro Focus Cash Flow From Operations¹ (FYE 30 April) Cash from Operations $207m 33 $289m FY14A $456m FY15A HPE Software Cash Flow From Operations¹ (FYE 31 October) Cash from Operations $860m FY16A Complementary and strong operational cash flow profiles Note: Cash flow information for HPE Software on an as-reported basis. Hence cash flows include contributions - both negative and positive - from disposals. To this regard, the year-on-year changes do not reflect changes in performance of ongoing operations 1 Cash Flows on an as-reported basis, HPE Software accounts are prepared under US GAAP and Micro Focus' under IFRS $990m FY13A $648m FY14A FY15A MICRO FOCUS#34Micro Focus Will Maintain Its Commitment to Prudent Financial Policy Commitment to low leverage Strong liquidity position Transparent dividend policy Selective and proven M&A policy 34 Continued commitment to target a net reported leverage of 2.5x Facility EBITDA Pro forma for this transaction, leverage to return below 2.5x within two years following completion of the transaction supported by debt paydown, EBITDA growth and strong free cash flow generation Strong liquidity profile provided by Micro Focus free cash flow generation capability $500mm revolving credit facility as part of commitments totalling $5.5bn of debt financing related to the transaction Refinancing of existing indebtedness will ensure a long-dated maturity profile with no upcoming maturities Micro Focus maintain a long-term commitment to deliver enhanced shareholder returns and development of the company Micro Focus intends to continue its stated dividend policy post the transaction of distributions equal to approximately half of adjusted net income Micro Focus management have a proven track record in execution of M&A transactions and delivering on subsequent integration processes MICRO FOCUS#35Micro Focus Approach to Acquisition Integration HPE and Micro Focus have formed a separation committee to monitor and oversee the separation of HPE Software in accordance with the Transaction documents . Micro Focus has integrated many business over the last five years and takes a structured approach to post acquisition integration, which includes: 35 well . Minimise day 1 changes - we will ensure changes are planned-key integration planning over the first 90 days post Completion¹ . Multiple work streams to plan and then manage changes, and deliver to integration objectives: Identify, leverage and embed best practice Decide where teams fit, and the shape of the organisation Identify and validate synergy opportunities Decide system changes and timelines Implement system and process cutovers Transition people related changes, including benefits Identify, leverage and embed best practice . . . . . Minimise Go To Market disruption ¹ Accelerate if pre-close integration planning possible, once regulatory approvals have been given MICRO FOCUS MICRO FOCUS#36A Phased Approach to Delivery and Setting Market Expectations Actions FY17 36 Phase I: Assessment Deliver plans for FY17 - Detailed review of combined businesses Invigorate Product Management | Actions FY18 Phase II: Integration • Standardise systems • Rationalise Properties · Rationalise Legal entities New Go to Market (GTM) model Maintain/improve cash conversion .Rationalise underperforming elements • New market initiatives Actions FY19 Phase III: Stabilisation - Stabilise top line Improve GTM productivity Growth from new areas Improved profitability Standardise systems Actions FY20 Phase IV: Growth • Top line growth - Click and repeat! MICRO FOCUS#37Credit Highlights 1 Well positioned in both mature and growth sectors of the software market • Leader in managing mature infrastructure software assets • Significant presence in growth segments 2 Diversity by product, customer base and geography Micro Focus customer base >20K and HPE Software >50K and including virtually all Fortune 500 companies and representing all major industries • Balanced geographic split across North America and the rest of the world 3 Predictable performance from portfolio effects and sticky customer base Breadth of portfolio helps to mitigate fluctuations in performance at product level, providing highly predictable overall results . Significant recurring revenues for Micro Focus and HPE Software 4 Highly cash generative with the potential for further operational efficiencies Strong track record for cash generation Target EBITDA margin differential provides ample opportunity (Micro Focus c.44% ¹ vs HPE Software c.21%), e.g. Attachmate • 80% of HPE Software products are mature and there remains opportunity to increase margin to Micro Focus portfolio margins by the third full year following completion of the merger 5 Management team with a strong M&A track record Track record of acquiring businesses and improving margins Track record of deleveraging e.g. de-levered 0.7x (post Serena transaction) since TAG merger completion in November 2014 Voluntary prepayment by Micro Focus of $150m of Term Loan B 37 Source: Micro Focus 2016A preliminary results presentation ¹ Pro Forma for impact of Serena acquisition MICRO FOCUS#380 Appendix O MICROⓇ FOCUS#39Selected Financial Information on HPE Software For the fiscal years ended 31 October Net Revenues as reported under SEC US GAAP Carveout rules HPE Software Segment Less: MOBU Transfer Disposals in the period¹ HPE Software revenue adjusted for divestitures and MOBU Revenue growth rate adjusted for divestitures, MOBU and currency Earnings before taxes as reported in SEC US GAAP Carveout rules Add back interest Add back depreciation and amortisation of capitalised software Add back amortisation of intangibles HPE Software EBITDA Add back separation costs Add back restructuring charges Add back stock based compensation Add back acquisition related charges HPE Software Underlying Adjusted EBITDA² Less: MOBU Transfer Disposals in the period LTM Q2 2016 US$m $3,412 (56) (184) $3,172 1.5% 344 81 186 611 89 74 61 2 837 (13) (166) 2015 US$m $658 $3,622 (163) (271) $3,188 (1.9) % 319 104 224 647 91 35 59 5 837 (33) (147) 2014 US$m $657 $3,933 HPE Software underlying adjusted EBITDA further adjusted for divestitures and MOBU³ Note: LTM Q2 2016 refers to the trailing twelve months for the period 1 May 2015 through 30 April 2016 'Disposals of Tipping Point, iManage, Live Vault, HPPA Teleform. Amounts shown for these divestitures are management's best estimate of the amount of revenue and EBITDA generated by these divested businesses during the periods presented, adjusted for management's estimate of overhead and other costs that did not exit HPE Software on divestment of these businesses 2 Micro Focus reports a metric referred to as "Facility EBITDA," which is defined earlier in this document. HPE Software's underlying adjusted EBITDA and Facility EBITDA as calculated result in the same figure 3 Included in the LTM Q2 2016 HPE Software illustrative EBITDA is approximately US$80m in overhead costs that will not transfer as part of the transaction 39 (232) (310) $3,391 N/A 413 111 248 772 48 60 10 890 (48) (154) $688 MICRO FOCUS#40Micro Focus Strategy: Unchanged, Still Working Reiterated in July preliminary results for the twelve months ended 30 April 2016 Industry Logic Micro Focus helps bridge the old and the new by enabling you to: • Exploit advances in technology such as virtualisation, cloud and mobile without the cost and risk of starting again with the application suite • Optimize where you build, test and deploy business applications • Execute with a balance of speed, flexibility and risk, that is right for your business Protect prior investments in your data and business logic whilst unlocking new opportunities & use cases Operational Approach Our execution needs to ensure we: . Identify opportunities to exploit new models and market niches Focus on "sticky" products which are embedded within customers' systems and processes • • Acquire assets that add capabilities that incentivize customers to remain with their current products, or add further similar types of product and customer sets . 40 Develop product capabilities & services that encourage and promote use of current product over the decision to move Operational Outputs . EBITDA and FCF growth • Total shareholder return • Stable platform delivering sustainable results Shareholder Returns Three year share price progression ($, rebased to 100) + Regular Dividends 225 200 175 150 125 100 Periodic Returns of Value ("ROV") 75 Sep-13 Mar-14 +118% www. Sep-14 Mar-15 Sep-15 Mar-16 Sep-16 HPE Software acquisition consistent with stated strategy MICRO FOCUS#41Micro Focus COBOL Development and Mainframe solutions (CDMS) Description . COBOL development (CD) products primarily target the off-mainframe distributed development market The CD products enable programmers to develop and deploy applications written in COBOL across multiple platforms including Windows, UNIX and Linux and the cloud • COBOL applications continue to be at the heart of the world's business transactions and to power the majority of large organizations' key business operations • Visual COBOL is the key growth driver to enable migration of existing COBOL applications to the cloud and mobile Mainframe Solutions (MS) allow customers the choice of where they develop, test and deploy their business applications, either within the mainframe environment or outside of it on distributed Windows, UNIX and Linux machines • Enables customers to re-use existing business logic and data, while also looking to exploit new innovations in technology such as mobile and cloud through enabling the re-deployment of enterprise mainframe applications to distributed systems, virtualized mobile platforms, and the cloud Source: Company presentations 41 Y ACU Market opportunities Development Opportunities Transforming the way that mainframe customers maintain and develop their business applications Mobile Helping customers to adapt to the way their customers want to consume their applications and services Emerging markets ✪ Removing the platform constraints associated with fit for purpose enterprise applications Cost containment → Enabling customers to align the cost of application service delivery with the business value Historical revenues by half-year, CCY basis Maintenance . License *Services $134 $122 $122 53 License Services Total 67 HY1-14 Year on year growth Maintenance $135 62 69 HY2-14 48 71 HY1-15 6.0% (10.0%) 56.0% 0.1% 58 71 HY2-15 3.0% (6.4%) 5.0% (1.3%) $116 40 72 HY1-16 16% (16.0%) 2.6% (5.2%) $143 65 73 HY2-16 3.1% 11.0% 16.7% 7.0% MICRO FOCUS#42Micro Focus Identity, Access and Security Solutions (IAS) Description • Identity and Access Management products enable simple, secure access by using integrated identity information to create, modify, and retire identities and control their access to enterprise, cloud and mobile resources . Key features include identity management, access management, single sign- on, access governance, identity tracking and active directory administration Virtualisation, cloud development and increased compliance / regulation aid segment growth MOBILE ACCESS SINGLE SIGN-ON RISK-BASED AUTHENTICATION 000 Source: Company presentations 42 Access 8 SOCIAL IDENTITY APPLICATION FEDERATION ACCESS CONTROL STRONG AUTHENTICATION Benefits . Protect sensitive data and intellectual property • Ensure compliance with regulatory and audit requirements Manage the identity of everything • Reduce the risk of a breach and rapidly respond to attacks Protect the connections between systems as well as the data Manage business risk through better governance Manage privileged user activity, especially with sensitive data • Deliver the right access to the right people, faster Implement adaptive authentication depending on business needs Historical revenues by half-year, CCY basis - Maintenance License Services . • $105 20 License Services Total 71 HY1-14 Year on year growth Maintenance $118 29 75 HY2-14 $110 23 74 HY1-15 5.0% 13.5% (8.3%) 4.8% . $108 20 73 HY2-15 (3.2%) (30.4%) 6.7% (8.8%) $103 20 71 HY1-16 (5.0%) (1.1%) (114%) (6.8%) $114 32 72 HY2-16 (15%) 56.9% (27.8%) 6.0% MICRO FOCUS#43Micro Focus Host Connectivity Solutions Description • The Host Connectivity product set is the combination of the Attachmate products from TAG and the Micro Focus Rumba products Enable IT organizations using centralized applications to provide business- critical information to the end-user of the system while modernizing the functionality and access to the information which can be held across a broad array of new and legacy systems • Core products deliver graphical user interfaces (GUI) for legacy applications • The customer value proposition centers on user productivity, and the ability to extend modern and secure user access to legacy systems on the mobile device technologies that continue to emerge . Attachmate terminal emulation clients Authentication Token-Based Access Control Source: Company presentations 43 MSS Management Server Security Proxy Server Authorization Auditing LDAP Directory Host Market opportunities Security and Regulatory Compliance Continue to invest in security technologies that enable enterprises to protect host data and adhere to regulatory mandates Navigate Evolution of Desktop Platform Support continuous evolution of desktop with certification for Windows 10, Citrix, VMware, DaaS, cloud, containers Mobility Enable users to leverage modern devices to productively interact with host applications from anywhere Centrally Manage and Secure Host Assets Centrally administer desktop host access and configurations to gain central control of terminal emulation clients Historical revenues by half-year, CCY basis $97 3 39 License Services Total 55 HY1-14 Year on year growth Maintenance $101 45 54 HY2-14 - Maintenance License Services $83 2 27 55 HY1-15 (0.9%) (316%) (40.0%) (14.5%) . $121 2 68 51 HY2-15 (4.6%) 49.1% 0.0% 19.5% $104 49 54 HY1-16 (0.6%) 80.3% (33.3%) 24.9% $94 2 41 HY2-16 (0.2%) (38.8%) (22.7%) (22.2%) MICRO FOCUS#44Micro Focus Development and IT Operations Management (Dev & ITOM) Description Includes tools (applications) that enable IT departments to better manage their data centers, software development and testing (Borland) as well as system monitor and support tools This product set is the combination of the Borland products from Base Micro Focus; the balance of the NetIQ products not incorporated into IAS; and the Zenworks endpoint management software from the Novell product set . The Borland software development tools enable companies to optimize the end to end supply chain process of delivering software, from definition (requirements capture) through to quality (testing and change management) • IT Operations Management (ITOM) enable always-available business services, enterprise applications and IT systems offering end-to-end enterprise disaster recovery capabilities, which protects both physical and virtual workloads Inventory & Planning Virtual Cloud Streamlined Execution Physical Dashboard & Reporting Source: Company presentations Note: Historical revenues exclude Serena transaction 44 USER WORKSPACE Data Self-services 50 User Based BYOD Devices Apps Primary value proposition • Development tools provide the foundation for accelerated delivery of software projects and are leveraged by companies seeking competitive advantage, improved customer satisfaction, and optimized operational efficiency . Primary value propositions of ITOM tools incorporate: Data center management Integrated service management Application management and systems management Application performance management IT process automation Historical revenues by half-year, CCY basis Maintenance License Services $102 25 License Services Total 76 HY1-14 Year on year growth Maintenance $101 2 25 74 HY2-14 $90 18 71 HY1-15 (7.0%) (28.2%) 0.0% (12.0%) $91 24 66 HY2-15 (10.9%) (4.4%) (29.4%) (9.6%) $78 63 HY1-16 (11.0%) (24.7%) (6.3%) (13.7%) $80 59 HY2-16 (115%) (14.6%) (417%) (12.7%) MICRO FOCUS#45Micro Focus Collaboration and Networking Solutions Description Collaboration products enable organizations to be more productive in work environments that are more secure and easier to manage, regardless of how or where people work • Fully distributed networking services such as centralized server management; secure file storage; and storage management, provide full enterprise distributed networking environment suitable for small workgroups, right through to global enterprise deployments This portfolio has the balance of the Novell product portfolio together with the CORBA portfolio from Base Micro Focus Communication 58% of managers say email is their preferred form of enterprise communication. Secure 期 Email Calenda Social Desktop Cost IT Effective Control Source: Company presentations 45 Mobile Collaboration 98% of execs cite the lack of collaboration or ineffective communication as the source of workplace failure. Internal External Vision File and Print • Provide enterprise-class file services across Windows, OES, and storage platforms to make storing, accessing and printing enterprise files easy. secure and affordable Collaboration Provide unified instant and persistent exchange of messages, including relevant files and communication history to enhance team collaboration Historical revenues by half-year, CCY basis - Maintenance License Services $115 License Services Total 20 93 HY1-14 Year on year growth Maintenance $111 2 21 88 HY2-14 $105 18 82 HY1-15 (114%) (6.7%) 39.4% (9.2%) $92 73 HY2-15 (16.8%) (20.9%) 0.0% (17.2%) $83 68 HY1-16 (17.1%) (33.0%) (34.8%) (20.6%) $77 62 HY2-16 (14.4%) (29.9%) 21.7% (16.3%) MICRO FOCUS#46Micro Focus SUSE (Linux and Open Source) Description • SUSE server products enable clients to reliably and securely run mission- critical applications anywhere: physical, virtual and cloud • The core of the product set is the SUSE Linux Enterprise Server (SLES) which is a highly reliable, scalable and secure Linux server operating system built on top of the open source Linux kernel that allows a computer and its various hardware and software components to interact Supports enterprise applications running on a broad range of hardware enabling them to deliver reliable business services, enable secure networks and manage heterogeneous IT resources 5000+ Global 46 7000+ Cersited Applications Source: Company presentations 1st 150+ Support 20,000+ Enterprise Open Stack Distribution 24+ Years of Linux Engineering Experience 2/3+ of the Fortune Global 100 use SUSE Linux Enterprise SUSE market position 15+ Mainframe Linux Over 15 years of mainframe Linux market share leadership 80% Linux in Large Enterprise Over 80% of the Fortune Global 50 are active SUSE Customers x10 Linux in Telecom 10 of the largest telecommunications camers rely on SUSE $92 91 HY1-14 Historical revenues by half-year, CCY basis Subscription Services $106 $109 Year on year growth Subscription Services Total $100 98 HY2-14 105 HY1-15 4/5 S Linux in Finance 15.0% 16.7% 15.1% 4 out of 5 of the world's largest banks use SUSE Linux Enterprise 70% SAP SAP on Linux 70% of all SAP applications running on Linux run on SUSE 7/10 Linux in Manufacturing 7 out of 10 world's largest manufacturers use SUSE Linux Enterprise 106 HY2-15 7.9% 40.0% 8.5% $121 119 HY1-16 13.3% 78.6% 14.1% $133 2 130 HY2-16 23.2% (14.3%) 22.2% MICRO FOCUS#47Serena Acquisition What was acquired? Background and timeline . Founded: 1980. Headquarters: San Mateo, CA Key events: . 1999 - Nasdaq IPO 2004 - Merger Of Equals with Marani 2006 - Take Private by Silver Lake Partners 2014 - Secondary Buy-Out by HGGC 2016 - Acquisition by Micro Focus International plc Source Code Change Management (SCCM) Market Position • Serena is the number 2 to IBM, and ahead or Microsoft, Perforce, Dell, CA Technologies Source: Gertner March 2014 Sticky products . . . . Serena reported revenues of $162mm in the year to 31st January 2016 and Underlying Adjusted EBITDA ("UAE") of $80mm, generated by ~426 employees Serena develops and markets Change Management software, used by software engineers to manage development Combination would extend Micro Focus' footprint in both the mainframe and distributed computing segments, where Serena has a blue chip customer set Change Man ZMF & SSM Dimensions CM Serena Business Manager Tracks and manages application developments & release changes Change management across distributed global teams using common processes Business Process Management (BPM) platform ¹ Financial numbers for Serena are prepared under US GAAP; FY16 numbers are preliminary and unaudited 2 Unaudited management accounts information for the Serena; Group's YE 31st January 2016 3 Customer numbers per Serena website * By total FY15 revenue, from Serena customer analysis 47 3 year financial track record ($mm) ▪ Revenue - UAE 176 183 Blue chip customer base Banking Insurance Info/Telco 77 FY2014 FY2015 FY2016² When comparing FY16 performance with FY15-c.$8m of the reduction in revenues and $3m of the decrease in UAE 1s attributable to foreign exchange movements Mfg. & retail Healthcare Government UBSPMorgan Chase CA Bank of America Com Swiss Re SUNGARD TELECOM 87 atat AMSUNG gordmans Ups MANY BAE STATE WorkSafe Nationwide Systems D&B 163 Pratt & Whitney CAREXAetna EXIDANT WELLPOINT CMS 80 Serena has more than 2,5003 customers . Low concentration: top 30 customers have only 22% of revenue MICRO FOCUS#48Serena Product Summary Portfolio of mature infrastructure software products LTM Dec 15 Revenue Makret Products Revenue ($mm) Growth² Primary Market Description Market Rank Key Competitors Key Products Mainframe ALM/SCCM¹ 57 4% Governance of software development lifecycle IBM, CA, Compuwar Change Man ZMF Top 2 Distributed ALM/SCCM 53 (10)% Governance of software development lifecycle IBM, Microsoft Perforce Dimensions CM, Release Management, PVCS ¹ ALM = Application Lifecycle Management; SCCM = Source Code Change Management 2 Product growth is 2yr CAGR FY14-LTM Dec 15. Market rank and competitor data provided by Gartner 2013 48 Distributed BPM 37 (11) % Business process optimization Top 10 IBM, Oracle, Progress SW Serena Business Manager Mainframe Other and SaaS 15 (7)% N/A N/A N/A Comparex, Startool Serena Total 162 (6)% MICRO FOCUS#49MICROⓇ FOCUS O www.microfocus.com#50Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. This presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities, or any solicitation of any vote or approval. It does not constitute a prospectus or a prospectus "equivalent document. ADDITIONAL INFORMATION AND WHERE TO FIND IT This presentation has been prepared and issued by and is the sole responsibility of Micro Focus International PLC (the "Company"). This presentation relates to the Company and its conditional agreement to acquire the software business of Hewlett Packard Enterprise Co. ("HPE") to be held by HPE Software Spinco, Inc. ("HPE Software"), a wholly owned subsidiary of HPE, constituting a reverse takeover for the purposes of the Listing Rules of the UKLA (the "Acquisition" or the "Transaction"). The Transaction will be submitted to the Company's shareholders for their consideration and approval. In connection with the Transaction, the Company will file relevant materials with the SEC, including a registration statement on Form F-4 or S-4 containing a prospectus relating to the Company's American Depositary Shares to be issued in connection with the Transaction, and HPE Software will file a registration statement with the SEC. The Company will mail the prospectus contained in the Form F-4 or S-4 to HPE's stockholders. This presentation is not a substitute for the registration statements or other document(s) that the Company and/or HPE Software may file with the SEC in connection with the Transaction. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENTS AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES, AND THE TRANSACTION. Shareholders will be able to obtain copies of these documents (when they are available) and other documents filed with the SEC with respect to the Company free of charge from the SEC's website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from the Company upon written request to the Company's investor relations or HPE's investor relations. For the purposes of this notice, "presentation" means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed during the presentation meeting or while access to the presentation has been made available to you. This presentation has not been approved by the UK Financial Conduct Authority ("FCA") or any other regulator. This presentation is for information purposes only. The material and information herein is not to be shared with any other parties. Neither this presentation, nor any part of it nor the fact of its availability or distribution is investment or financial product advice and nor is it intended to be used as the basis for making an investment decision. Neither the Company nor J.P. Morgan Limited ("J.P. Morgan Cazenove") nor Numis Securities Limited ("Numis") makes any representation to any recipient regarding an investment in the securities referred to in this presentation. This presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person. You should seek your own legal, investment and tax advice as you see fit and you should not act upon any information contained in this presentation without first consulting a financial or other professional adviser. This presentation must not be recorded, copied, reproduced, published, distributed, disclosed, stored in a retrieval system, transmitted or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person's organisation or firm) at any time without the written consent of the Company. The availability and distribution of this presentation in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P. Morgan Cazenove or Numis that would permit access to or possession or distribution of this presentation or any other offering or publicity material relating to the Company in any jurisdiction where action for that purpose is required. Persons into whose possession this presentation comes or who have accessed this presentation are required by the Company, J.P. Morgan Cazenove and Numis to inform themselves about, and to observe, such restrictions. 50 MICRO FOCUS

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