Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-219678

Seattle SpinCo, Inc.

which will be merged with Seattle MergerSub, Inc., an indirect wholly owned subsidiary of

Micro Focus International plc

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Hewlett Packard Enterprise Company (“HPE”) intends to distribute to its stockholders all of the outstanding shares of Class A common stock (the “Seattle Shares”) of Seattle SpinCo, Inc. (“Seattle”), a wholly owned subsidiary of HPE that will hold, directly or indirectly, the assets and liabilities of HPE’s software business segment (“HPE Software”) on a pro rata basis in a distribution that is intended to be tax-free to HPE and to HPE Stockholders (as defined below) for U.S. federal income tax purposes (the “Distribution”). Following the Distribution, pursuant to the merger of Seattle MergerSub, Inc. (“Merger Sub”) with and into Seattle (the “Merger”), with Seattle continuing as the surviving corporation and a direct wholly owned subsidiary of Seattle Holdings, Inc. (“Holdings”), and an indirect wholly owned subsidiary of Micro Focus International plc (“Micro Focus”), the Seattle Shares will be automatically converted into the right to receive American Depositary Shares (“Micro Focus ADSs”), issued by Deutsche Bank Trust Company Americas (the “Depositary”), representing ordinary shares of Micro Focus (“Micro Focus Shares”) that will be issued as consideration in the Merger. This information statement/prospectus forms a part of (a) the registration statement on Form F-4 filed by Micro Focus (Reg. No. 333-219678) to register the exchange of the Seattle Shares for Micro Focus Shares which will be deposited with the Depositary and (b) the registration statement on Form 10 to be filed by Seattle (Reg. No. 000-55820) to register the Seattle Shares (which will automatically be converted into the right to receive Micro Focus ADSs upon consummation of the Merger) to be distributed by HPE to HPE Stockholders in the Distribution. We expect that Seattle Shares will be distributed by HPE to HPE Stockholders on September 1, 2017. We refer to the date on which the effective time of the Distribution of the Seattle Shares to HPE Stockholders occurs as the “Distribution Date.”

For every one share of HPE common stock (each, an “HPE Share”) held of record as of the close of business on August 21, 2017, which is the Distribution Record Date, HPE Stockholders will receive one Seattle Share for each HPE Share held as of such time. All such Seattle Shares will then be automatically converted into the right to receive a number of Micro Focus ADSs determined in accordance with the Merger Agreement. Each Micro Focus ADS will represent one Micro Focus Share, unless another ratio is agreed by Micro Focus and HPE. You will not receive any fractional Micro Focus ADSs. Instead, you will receive cash in lieu of any fractional Micro Focus ADSs that you would otherwise have received in connection with the Merger.

No vote of HPE Stockholders is required for the Distribution or the Merger. HPE, as sole stockholder of Seattle prior to the Distribution, has approved the Merger. Therefore, you are not being asked for a proxy, and you are requested not to send HPE a proxy, in connection with the Distribution or the Merger. You do not need to pay any consideration, exchange or surrender your existing HPE Shares or take any other action to receive your Seattle Shares or to have your Seattle Shares converted into Micro Focus ADSs as described herein.

No trading market currently exists or will ever exist for Seattle Shares. You will not be able to trade the Seattle Shares before they are converted into Micro Focus ADSs. We have applied to list the Micro Focus ADSs on the New York Stock Exchange (the “NYSE”) under the symbol “MFGP.” We expect trading of the Micro Focus ADSs to begin on September 1, 2017. Micro Focus Shares are, and after the Merger are expected to continue to be, listed on the London Stock Exchange (the “LSE”) under the symbol “MCRO.” There can be no assurances regarding the prices at which Micro Focus ADSs issued hereby will trade following the Merger, including whether the Micro Focus ADSs will trade at the equivalent prices at which Micro Focus Shares traded prior to the Merger or at which Micro Focus Shares may trade following the Merger.

In reviewing this information statement/prospectus, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 36.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved these securities or determined if this information statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this information statement/prospectus is August 15, 2017.

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Neither Micro Focus nor Seattle has previously filed reports, statements or other information with the SEC. All important business and financial information about Micro Focus and Seattle has been included in or delivered with this information statement/prospectus. We are not incorporating by reference any information with respect to Micro Focus or Seattle into this information statement/prospectus other than the exhibits filed with the registration statement on Form F-4 of Micro Focus and the registration statement on Form 10 of Seattle of which this information statement/prospectus forms a part.

You also may ask any questions about this transaction or request copies of documents relating to this transaction, without charge, upon oral or written request to Micro Focus or HPE at +44-(0)-1635-565-459 or investors@microfocus.com and (650) 687-5817 or investor.relations@hpe.com, respectively.

All information contained in this information statement/prospectus with respect to Micro Focus and its subsidiaries has been provided by Micro Focus. All information contained or incorporated by reference in this information statement/prospectus with respect to HPE and Seattle and their respective subsidiaries has been provided by HPE. Micro Focus and HPE have both contributed information contained in this information statement/prospectus relating to the Distribution, the Merger and the other proposed transactions.

The information contained on any website referenced in this information statement/prospectus is not incorporated by reference into this information statement/prospectus and should not be considered part of this information statement/prospectus.

This information statement/prospectus is not an offer to sell or exchange, and it is not a solicitation of an offer to buy, any HPE Shares, Seattle Shares, Micro Focus ADSs or Micro Focus Shares in any jurisdiction in which an offer, sale or exchange is not permitted.

TRADEMARKS AND SERVICE MARKS

Micro Focus, HPE, Seattle and their respective subsidiaries own or have rights to various trademarks, logos, service marks and trade names that each uses in connection with the operation of its business. Micro Focus, HPE, Seattle and their respective subsidiaries each also own or have the rights to copyrights that protect the content of their respective products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this information statement/prospectus are listed without the ™, ® and © symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, trade names and copyrights included or referred to in this information statement/prospectus.

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DEFINITIONS		1
QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS		7
QUESTIONS AND ANSWERS FOR HPE STOCKHOLDERS		13
QUESTIONS AND ANSWERS ABOUT AMERICAN DEPOSITARY SHARES		15
SUMMARY		18
The Companies		18
Summary of the Transactions		18
Micro Focus’ Reasons for Engaging in the Transactions		22
HPE’s Reasons for the Separation, the Distribution and the Merger		23
Merger Consideration		23
Conditions to the Merger		24
Board of Directors and Management of Micro Focus After the Merger		26
Risk Factors		26
Debt Financing		26
Listing of Micro Focus ADSs on the NYSE		26
Comparison of the Rights of Micro Focus Shareholders and HPE Stockholders		26
Termination		27
Termination Payment and Expenses Payable in Certain Circumstances		27
Regulatory Approvals		28
Accounting Treatment		28
U.S. Federal Income Tax Consequences of the Distribution and Merger		29
SUMMARY HISTORICAL, PRO FORMA AND SUPPLEMENTAL FINANCIAL DATA		30
Summary Historical Consolidated Financial Data of Micro Focus		30
Summary Historical Combined Financial Data of Seattle		31
Summary Unaudited Pro Forma Condensed Combined Financial Information		32
Micro Focus Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income for the Fiscal Year Ended April 30, 2017		32
Micro Focus Unaudited Pro Forma Condensed Combined Statement of Financial Position as of April 30, 2017		34
Summary Comparative Historical, Pro Forma and Supplemental Per Share Data		35
RISK FACTORS		36
Risks Relating to the Business of the Group		36
Risks Relating to the Transaction		48
Risks Relating to Micro Focus Shares		58
Risks Relating to Micro Focus ADSs		59
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS		62
U.S. FEDERAL INCOME TAX CONSEQUENCES		64
INFORMATION ON MICRO FOCUS		73
The Micro Focus Group’s Business		73
The Micro Focus Group’s Strategy		74
Acquisitions and Investments		74
Organizational Structure and Business Overview		76
Product Research and Development		84
Properties		84
INFORMATION ON HPE		85
INFORMATION ON HPE SOFTWARE		86
Overview		86
Business Segments, Products and Services		86
Sales, Marketing and Distribution		86
International		87
Research and Development		87

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Patents		87
Backlog		87
Seasonality		88
Government Contracts		88
Competition		88
Environment		88
Employees		89
Properties		89
Principal Executive Offices		89
Product Development, Services and Manufacturing		89
Litigation, Proceedings and Investigations		89
BOARD OF DIRECTORS AND MANAGEMENT OF MICRO FOCUS AFTER THE MERGER		91
Introduction		91
Members of the Board of Directors and Executive Officers of Micro Focus		91
Profiles of the Executive Directors		92
Profiles of the Non-Executive Directors		93
The Micro Focus Board		94
Board Committees		95
Compliance with the U.K. Corporate Governance Code		97
Employment Agreements		98
Compensation		100
Pensions		100
Micro Focus Group Share Plans		101
Seattle Employee Share Incentive Plan		110
Effect of the Transactions on Micro Focus’ Share Plans		111
MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MICRO FOCUS		112
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SEATTLE		139
SELECTED HISTORICAL FINANCIAL DATA		158
Selected Historical Consolidated Financial Data of Micro Focus		158
Selected Historical Combined Financial Data of Seattle		159
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		160
Micro Focus Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income for the Year Ended April 30, 2017		162
Micro Focus Unaudited Pro Forma Condensed Combined Statement of Financial Position as of April 30, 2017		163
Notes to Unaudited Pro Forma Condensed Combined Financial Information		164
HISTORICAL PER SHARE DATA, MARKET PRICE AND DIVIDEND POLICIES		176
Comparative Historical and Pro Forma Per Share Data		176
Historical Market Prices, Recent Closing Prices and Dividend Data		176
THE TRANSACTIONS		179
Transactions Steps		179
Background of the Separation, the Distribution and the Merger		180
Micro Focus’ Reasons for Engaging in the Transactions		184
HPE’s Reasons for the Separation, the Distribution and the Merger		185
Trading Markets		186
Ownership and Management of Micro Focus Following the Transactions		187
Regulatory Approvals		187
Accounting Treatment		188
No Dissenter’s Rights or Rights of Appraisal		189
Micro Focus Return of Value		189

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Share Capital Consolidation		190
Information Relating to the B Shares and the Deferred Shares		190
THE MERGER AGREEMENT		191
The Merger Agreement		191
The Merger		191
Closing		191
Merger Consideration		192
Distribution of Per Share Merger Consideration		192
Treatment of HPE Equity Awards in the Merger		193
Distributions with respect to Seattle Shares after Closing		193
Termination of Distribution Fund		193
Post-Closing Micro Focus Board of Directors		193
Shareholders Meeting		194
Representations and Warranties		194
Conduct of Business Pending the Merger		196
Tax Matters		200
SEC and U.K. Listing Authority Filings		200
Regulatory Matters		200
No Solicitation		201
Board Recommendation		202
Financing		203
Mutual Employee Non-Solicitation		204
Certain Other Covenants and Agreements		204
Conditions to the Merger		205
Termination		207
Termination Payment and Expenses Payable in Certain Circumstances		208
Specific Performance		208
Amendments		208
Governing Law and Jurisdiction		209
THE SEPARATION AND DISTRIBUTION AGREEMENT		210
Overview		210
Transfer of Assets and Assumption of Liabilities		210
Consents and Delayed Transfers		212
Shared Assets and Contracts		213
Post-Closing Adjustment		213
Disclaimer of Representations and Warranties		213
The Distribution		213
Conditions to the Distribution		214
Treatment of Intercompany Agreements, Receivables and Payables; Bank and Brokerage Accounts		214
Financing of the Seattle Payment		214
Certain Seattle Cash and Pension Funding		214
IT Platform		215
Releases		215
Indemnification		215
Management of Claims, Litigation and Settlements		216
Insurance Policies and Coverage		216
Further Assurances		216
Expenses		217
Dispute Resolution		217
Termination		217
Other Matters		217

iii

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OTHER AGREEMENTS		218
Employee Matters Agreement		218
Tax Matters Agreement		218
Intellectual Property Matters Agreement		219
Transition Services Agreement		219
Real Estate Matters Agreement		219
DEBT FINANCING		221
DESCRIPTION OF THE MICRO FOCUS AMERICAN DEPOSITARY SHARES		223
Micro Focus ADSs		223
Holding the Micro Focus ADSs		223
Dividends and Other Distributions		223
Deposit, Withdrawal and Cancellation		225
Voting Rights		225
Fees and Expenses		226
Payment of Taxes		227
Reclassifications, Recapitalizations and Mergers		228
Amendment and Termination		228
Books of Depositary		229
Limitations on Obligations and Liability		229
Requirements for Depositary Actions		230
Direct Registration System		231
DESCRIPTION OF SEATTLE CAPITAL STOCK		232
Capital Stock of Seattle		232
Limitation of Liability of Directors; Indemnification of Directors		232
Amendment of Bylaws		233
DESCRIPTION OF MICRO FOCUS SHARES		234
Income		234
Capital		234
Voting		234
Form		234
Variation of Rights		234
Alteration of Share Capital		235
Transfer of Shares		235
Redemption		235
OWNERSHIP OF MICRO FOCUS SHARES		236
COMPARISON OF RIGHTS OF MICRO FOCUS SHAREHOLDERS AND MICRO FOCUS ADS HOLDERS AND HPE STOCKHOLDERS		237
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		250
Micro Focus		250
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES		250
LEGAL MATTERS		250
EXPERTS		250
CHANGE IN ACCOUNTANTS		251
WHERE YOU CAN FIND MORE INFORMATION		251
INDEX TO FINANCIAL STATEMENTS		F-1

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DEFINITIONS

In this information statement/prospectus:

“$,” “U.S. dollar” and “dollar” means the United States Dollar.

“£,” “GBP,” “pound,” “sterling” and “pound sterling” means the British pound sterling.

“€,” and “euros” means the single currency of participating member states of the European Union.

“Adjusted Earnings Per Share” means the earnings attributable to Micro Focus Shareholders before the post-tax impact of exceptional items, amortization of purchased intangibles and share based compensation on a per Micro Focus Share basis.

“Adjusted EBITDA” means the operating profit before exceptional items, share based compensation and amortization of purchased intangibles, net finance costs, depreciation of property, plant and equipment and amortization of purchased software intangibles.

“Admission” means the admission of the new Micro Focus Shares (or, if the Share Capital Consolidation is not implemented, the existing Micro Focus Shares) and/or, as relevant, the admission of the Consideration Shares to the premium listing segment of the Official List becoming effective in accordance with the U.K. Listing Rules and to trading on the LSE’s main market for listed securities becoming effective in accordance with the Admission and Disclosure Standards, which is expected to occur on September 1, 2017.

“Admission and Disclosure Standards” means the requirements contained in the publication entitled “Admission and Disclosure Standards” dated April 2013 containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the LSE’s main market for listed securities.

“ADRs” means American Depositary Receipts, evidencing Micro Focus ADSs.

“Audit Committee” means the audit committee of Micro Focus established by the Micro Focus Board.

“B Shares” means the redeemable B shares in the capital of Micro Focus to be issued and redeemed as part of the Micro Focus Return of Value.

“Closing” means the effective time of the Merger, which is expected to be 3:00 a.m., New York City time, on September 1, 2017.

“Closing Date” means the date on which Closing occurs, which is expected to be September 1, 2017.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act 2006” means the U.K. Companies Act 2006, as amended.

“Company Secretary” means the company secretary of Micro Focus from time to time, with Jane Smithard being the Company Secretary as of the date of this information statement/prospectus.

“Consideration Shares” means the Micro Focus Shares underlying the Micro Focus ADSs to be issued to the holders of Seattle Shares as consideration in the Merger pursuant to the Merger Agreement.

“Contribution” means the contribution by HPE of HPE Software to Seattle pursuant to the terms of the Separation and Distribution Agreement.

“CREST” means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations).

“CREST Regulations” means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time.

“Debt Financing” means the debt financing entered into in connection with the Transactions, as further described in the section entitled “Debt Financing.”

“Deferred Shares” means the deferred shares of 10 pence each in the capital of Micro Focus to be issued as part of the Micro Focus Return of Value.

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“Deposit Agreement” means the deposit agreement to be entered into between Micro Focus and the Depositary governing the terms and conditions pursuant to which the Micro Focus ADSs will be issued, as it may be amended from time to time.

“Depositary” means Deutsche Bank Trust Company Americas, acting as (i) depositary for Micro Focus ADSs representing Consideration Shares and (ii) issuer of ADRs representing those Micro Focus ADSs (if applicable).

“DGCL” means the General Corporation Law of the State of Delaware.

“Distribution” means the pro rata distribution by HPE of all of the outstanding Seattle Shares to HPE Stockholders pursuant to and subject to the terms and conditions of the Separation and Distribution Agreement.

“Distribution Date” means the date on which the effective time of the Distribution occurs, which is expected to be 2:59 a.m. New York City time on September 1, 2017.

“Distribution Record Date” means August 21, 2017.

“Employee Matters Agreement” means the Employee Matters Agreement dated September 7, 2016, entered into by HPE, Seattle and Micro Focus, as it may be amended from time to time, and a summary of the principal terms and conditions of which is set out in the section entitled “Other Agreements—Employee Matters Agreement.”

“Enlarged Group” means the Micro Focus Group, as of and from Closing, as enlarged by the Merger.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Executive Directors” means the executive directors of Micro Focus from time to time, which as of Closing are expected to be the directors whose names are set out in the section entitled “Board of Directors and Management of Micro Focus After the Merger—Profiles of the Executive Directors.”

“Existing Facilities Agreement” means the New York law governed credit agreement documenting the Facility B-2 and the Existing RCF.

“Existing RCF” means the $375 million revolving credit facility available to Micro Focus pursuant to the Existing Facilities Agreement.

“Euro Facility” means the €470 million term loan facility provided to the Micro Focus Borrower pursuant to an escrow credit agreement.

“Facility B-2” means the $1,515 million tranche B-2 term loan facility provided to the Micro Focus Borrower pursuant to the Existing Term Facility.

“Facility B-3” means the $385 million tranche B-3 term loan facility provided to the Micro Focus Borrower pursuant to an escrow credit agreement.

“Facility C” means the existing $412 million tranche C term loan facility provided to the Micro Focus Borrower.

“Facility EBITDA” means Adjusted EBITDA before amortization of capitalized development costs.

“FSMA” means the Financial Services and Markets Act 2000 (United Kingdom), as amended.

“Holdings” means Seattle Holdings Inc., a Delaware corporation and wholly owned direct subsidiary of Micro Focus.

“HPE” means Hewlett Packard Enterprise Company, a Delaware corporation.

“HPE Board” means the board of directors of HPE.

“HPE Group” means HPE and its subsidiaries (which include the Seattle Group prior to the Distribution and exclude the Seattle Group from and after the Distribution).

“HPE Nominated Director” means a director nominated to the Micro Focus Board by HPE.

“HPE Shares” means shares of HPE common stock, par value $0.01 per share.

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“HPE Software” means HPE’s software business segment, which will be transferred to (or retained by, as applicable) the Seattle Group, in accordance with the terms and conditions of the Separation and Distribution Agreement prior to the Distribution.

“HPE Stockholder” means a holder of an HPE Share.

“HPE Tax Opinion” means an opinion of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) in form and substance reasonably acceptable to HPE, dated as of the Distribution Date, regarding certain aspects of the U.S. federal income tax treatment of the Distribution and certain related transactions and the Merger.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IFRS” means the International Financial Reporting Standards as adopted by the European Union.

“Intellectual Property Matters Agreement” means the Intellectual Property Matters Agreement among HPE, Hewlett Packard Enterprise Development LP and Seattle, to be entered into by such parties on or prior to the Distribution Date, as it may be amended from time to time, and a summary of the principal terms and conditions of which is set out in the section entitled “Other Agreements—Intellectual Property Matters Agreement.”

“IRS” means the U.S. Internal Revenue Service.

“IRS Ruling” means a ruling from the IRS regarding certain issues relevant to the U.S. federal income tax consequences of the Distribution and certain other aspects of the Separation.

“LSE” means the London Stock Exchange.

“Merger” means the merger of Merger Sub with and into Seattle on the terms and subject to the conditions set out in the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger dated September 7, 2016 entered into by Micro Focus, HPE, Merger Sub, Holdings and Seattle, as it may be amended from time to time, and a summary of the principal terms and conditions of which is set out in the section entitled “The Merger Agreement.”

“Merger Sub” means Seattle MergerSub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Micro Focus.

“Micro Focus” means Micro Focus International plc, a public limited company incorporated in England and Wales.

“Micro Focus ADSs” means American Depositary Shares issued by the Depositary, each representing one Micro Focus Share, unless another ratio is agreed by Micro Focus and HPE.

“Micro Focus Articles” means the articles of association of Micro Focus, as they may be amended from time to time.

“Micro Focus ASG Awards” means additional share grant awards with respect to Micro Focus Shares granted in accordance with the terms set out in the prospectus issued by Micro Focus on October 8, 2014 or granted in accordance with the authority obtained from Micro Focus Shareholders at its annual general meeting convened on September 22, 2016.

“Micro Focus Board” means the board of directors of Micro Focus.

“Micro Focus Borrower” means MA FinanceCo, LLC, a wholly owned subsidiary of Holdings.

“Micro Focus Commitment Letter” means the commitment letter, dated September 7, 2016, entered into by JPMorgan Chase Bank, N.A., Micro Focus Group Limited, and the Micro Focus Borrower (as amended from time to time) and relating to the Micro Focus Facilities.

“Micro Focus Escrow Borrower” means Miami Escrow Borrower, LLC, a Delaware limited liability company.

“Micro Focus Facilities” means the Micro Focus Term Loan Facilities and the Revolving Credit Facility.

“Micro Focus Fully Diluted Shares” means the aggregate number of Micro Focus Shares on a fully-diluted, as converted and as exercised basis in accordance with the treasury stock method, including Micro Focus Shares underlying outstanding Micro Focus Options, Micro Focus ASG Awards and any other securities convertible into

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or exercisable for Micro Focus Shares, excluding, for purposes of the Micro Focus Fully Diluted Shares immediately following Closing, any Micro Focus Shares to be issued pursuant to a de minimis number of replacement awards to be granted to HPE Software employees at Closing under their existing employee incentive arrangements.

“Micro Focus General Meeting” means the general meeting of Micro Focus held at 2:00 p.m. U.K. time on May 26, 2017 at which the Micro Focus Shareholders approved the Resolutions.

“Micro Focus Group” means Micro Focus and its subsidiaries from time to time.

“Micro Focus Options” means an option to purchase Micro Focus Shares with an exercise price at or greater than zero granted pursuant to a Micro Focus plan providing for awards of options to employees, as amended from time to time.

“Micro Focus Return of Value” means the proposed transactions comprising the return of value by way of the issuance of the B Shares and the Share Capital Consolidation, as further described in the section entitled “The Transactions—Micro Focus Return of Value.”

“Micro Focus Shareholder” means a holder of a Micro Focus Share.

“Micro Focus Shares” means, as the context requires, the existing ordinary shares of Micro Focus and/or the new ordinary shares of Micro Focus issued in connection with the Transactions, in each case, par value £0.10.

“Micro Focus Term Loan Facilities” means the $2.4 billion term loan facilities to be provided to the Micro Focus Borrower pursuant to the New Micro Focus Facility Agreement, it being understood that (i) the borrower with respect to a $885 million tranche B facility (which will consist of a combination of €470 million (equivalent to approximately $500 million) euro-denominated term loans and $385 of U.S. dollar-denominated term loans) will initially be a newly formed domestic subsidiary of the Micro Focus Borrower (the Micro Focus Escrow Borrower), to be merged with and into Micro Focus Borrower prior to Closing and (ii) a $1,515 million tranche B facility will be provided through an amendment to Facility B-2.

“New Facilities” means the Micro Focus Term Loan Facilities, the Revolving Credit Facility and the Seattle Term Loan Facility.

“New Micro Focus Facility Agreement” means the New York law governed credit agreement to become effective at or prior to the Merger to document the Micro Focus Facilities. The New Micro Focus Facility Agreement will be effected through an amendment to the Existing Facilities Agreement.

“New Seattle Facility Agreement” means the New York law governed credit agreement to be entered into or deemed entered into at or prior to the Merger to document the Seattle Term Loan Facility.

“Nomination Committee” means the nomination committee of Micro Focus established by the Micro Focus Board.

“Non-Executive Directors” means the non-executive directors of Micro Focus from time to time, which as of Closing are expected to be the non-executive directors whose names are set out in the section entitled “Board of Directors and Management of Micro Focus After the Merger—Profiles of the Non-Executive Directors.”

“NYSE” means the New York Stock Exchange.

“OEM” means original equipment manufacturers.

“Official List” means the Official List of the U.K. Listing Authority.

“Real Estate Matters Agreement” means the Real Estate Matters Agreement between HPE and Seattle, to be entered into by such parties on or prior to the Distribution Date, as it may be amended from time to time, and a summary of the principal terms and conditions of which is set out in the section entitled “Other Agreements—Real Estate Matters Agreement.”

“Remuneration Committee” means the remuneration committee of Micro Focus established by the Micro Focus Board.

“Reorganization” means the transfer of HPE Software assets that are not already owned by members of the Seattle Group to members of the Seattle Group and the assumption of HPE Software liabilities that are not

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already obligations of members of the Seattle Group by members of the Seattle Group, and the transfer of certain excluded assets that are not already owned by members of the HPE Group (excluding the Seattle Group) to members of the HPE Group (excluding the Seattle Group) and the assumption of certain excluded liabilities that are not already obligations of members of the HPE Group (excluding the Seattle Group) by the HPE Group (excluding the Seattle Group), in each case, in accordance with the Separation and Distribution Agreement.

“Resolutions” means the resolutions proposed and approved at the Micro Focus General Meeting relating to the approval of the Merger, the issuance of the Consideration Shares, the Micro Focus Return of Value and the amendments to the Micro Focus Articles.

“Revolving Credit Facility” means the new revolving credit facility of up to $500 million to be provided to the Micro Focus Borrower pursuant to the New Micro Focus Facility Agreement.

“RIS” means any of the services authorized by the U.K. FCA from time to time for the purpose of disseminating regulatory announcements.

“SaaS” means software as a service.

“SDRT” means U.K. stamp duty reserve tax.

“Seattle” means Seattle SpinCo, Inc., a Delaware corporation and, prior to the Distribution, a direct wholly owned subsidiary of HPE.

“Seattle Borrower” means, initially, Seattle Escrow Borrower LLC, a Delaware limited libility company and a wholly owned subsidiary of Seattle, prior to the Effective Date (as defined in the New Seattle Facility Agreement), and thereafter, Seattle.

“Seattle Commitment Letter” means the commitment letter dated September 7, 2016 entered into by JPMorgan Chase Bank, N.A., Micro Focus Group Limited and the Micro Focus Borrower (as amended from time to time) and relating to the Seattle Term Loan Facility.

“Seattle Group” means Seattle and its subsidiaries from time to time.

“Seattle Payment” means the $2.5 billion in cash that Seattle will pay to HPE in connection with the Contribution, subject to adjustment in limited circumstances, pursuant to and in accordance with the Separation and Distribution Agreement.

“Seattle Shares” means shares of Class A common stock, par value $0.01 per share, of Seattle.

“Seattle Term Loan Facility” means the $2.6 billion term loan facility to be provided to the Seattle Borrower pursuant to the New Seattle Facility Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Separation” means the Reorganization and the Distribution, in each case, in accordance with the terms and conditions of the Separation and Distribution Agreement.

“Separation and Distribution Agreement” means the Separation and Distribution Agreement dated September 7, 2016 entered into between HPE and Seattle, as it may be amended from time to time, and a summary of the principal terms and conditions of which is set out in the section entitled “The Separation and Distribution Agreement.”

“Share Capital Consolidation” means the proposed consolidation, subdivision and redesignation of Micro Focus’ share capital, as further described in the section entitled “The Transactions—Share Capital Consolidation.”

“SUSE” means the SUSE open source product portfolio and SUSE brand.

“Tax Matters Agreement” means the Tax Matters Agreement among HPE, Seattle and Micro Focus, to be entered into by such parties on or prior to the Distribution Date, as it may be amended from time to time, and a summary of the principal terms and conditions of which is set out in the section entitled “Other Agreements—Tax Matters Agreement.”

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“Total Shareholder Returns” means the value to a Micro Focus Shareholder over a period of time of the increase in the price of Micro Focus Shares from the beginning to the end of such period, if any, as well as any cash received in such period from normal dividend payments.

“Transaction Documents” means the Merger Agreement, the Separation and Distribution Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement, the Real Estate Matters Agreement and the Intellectual Property Matters Agreement, including, in each case, all annexes, exhibits, schedules, attachments and appendices thereto, and any certificate or other instrument delivered by any party to any other party pursuant to any of the foregoing.

“Transactions” means the transactions contemplated by the Merger Agreement and the Separation and Distribution Agreement, including the Merger, on the terms and subject to the conditions set out in the Merger Agreement and the Separation and Distribution Agreement.

“Transition Services Agreement” means the Transition Services Agreement between HPE and Seattle, to be entered into on or prior to the Distribution Date, as it may be amended from time to time, and a summary of the principal terms and conditions of which is set out in the section entitled “Other Agreements—Transition Services Agreement.”

“Treasury Regulations” means the Treasury Regulations promulgated under the Code.

“U.K. Circular” means the Micro Focus circular dated May 9, 2017 and made available to Micro Focus Shareholders in connection with the Merger, the Micro Focus Return of Value, and the convening of the Micro Focus General Meeting at which the Resolutions were passed.

“U.K. Corporate Governance Code” means the U.K. Corporate Governance Code published by the Financial Reporting Council, as amended from time to time.

“U.K. FCA” means the United Kingdom Financial Conduct Authority.

“U.K. Listing Authority” means the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA.

“U.K. Listing Rules” means the listing rules produced by the U.K. FCA under part VI of FSMA.

“U.K. Prospectus” means the final prospectus dated July 28, 2017, which was approved by the U.K. FCA as a prospectus and prepared in accordance with the U.K. Prospectus Rules in connection with the Merger.

“U.K. Prospectus Rules” means the prospectus rules produced by the U.K. FCA under part VI of FSMA.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“we,” “us” and “our” mean Micro Focus, unless the context requires otherwise.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

The following are some of the questions that you may have about the Transactions, and answers to those questions. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in the remainder of this information statement/prospectus, and these questions and answers are qualified in their entirety by the more detailed descriptions and explanations contained elsewhere in this information statement/prospectus. You are urged to read this information statement/prospectus in its entirety, as well as the registration statements (including the exhibits thereto) of which this information statement/prospectus forms a part, as they contain important information about Micro Focus, HPE, Seattle, the Seattle Shares, the Micro Focus Shares and the Micro Focus ADSs. See the section entitled “Where You Can Find Additional Information.”

Q: What are the key steps of the Transactions?

A: Below is a summary of the key steps of the Transactions. A step-by-step description of material events relating to the Transactions is set forth in the section entitled “The Transactions.”

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HPE will transfer HPE Software to Seattle in the Contribution pursuant to the terms and conditions set forth in the Separation and Distribution Agreement.

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In connection with the Contribution, Seattle will issue to HPE additional Seattle Shares and pay to HPE the Seattle Payment. Seattle Borrower will incur new indebtedness in an aggregate principal amount of $2.6 billion pursuant to the Seattle Term Loan Facility. The majority of the proceeds of this loan will be used by Seattle to pay to HPE the Seattle Payment.

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Prior to Closing, the Micro Focus Borrower will incur new indebtedness in the form of (i) the $2.4 billion Micro Focus Term Loan Facility, including $1,515.2 million of Facility B-2 repriced, amended and extended pursuant to an amendment to the Existing Facilities Agreement and $884.8 million of term loans incurred by the Micro Focus Escrow Borrower pursuant to an escrow credit agreement (which term loans will automatically be deemed issued under the Micro Focus Term Loan Facilities upon the merger of the Micro Focus Escrow Borrower with and into the Micro Focus Borrower prior to the Merger) and (ii) the $500 million Revolving Credit Facility. The proceeds received by the Micro Focus Borrower will be used to fund (i) the Micro Focus Return of Value of an aggregate principal amount in sterling equivalent to $500 million (inclusive of any currency hedging costs or proceeds) to the Micro Focus Shareholders, (ii) the partial repayment of the indebtedness pursuant to the Existing Facilities Agreement, dated as of November 20, 2014, by and among Micro Focus, Micro Focus Group Limited, the Micro Focus Borrower, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, collateral agent and swingline lender, (iii) fees and expenses incurred in connection with the Transactions and (iv) working capital and general corporate purposes of the Micro Focus Group.

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HPE will distribute all of the outstanding Seattle Shares on a pro rata basis to HPE Stockholders in a distribution that is intended to be tax-free to HPE and to HPE Stockholders for U.S. federal income tax purposes.

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Immediately following Closing, pre-Merger HPE Stockholders will hold Micro Focus ADSs representing 50.1% of the Micro Focus Fully Diluted Shares and the balance of the then-outstanding Micro Focus Shares will be held by pre-Merger Micro Focus Shareholders.

Q: What is Seattle and why is HPE separating HPE Software and distributing Seattle Shares?

A: Seattle is a wholly owned subsidiary of HPE that was formed in connection with the Transactions to hold HPE Software. The separation of Seattle from HPE and the Distribution are intended to effectuate the separation

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of HPE Software from HPE, which will be followed by the acquisition of HPE Software by Micro Focus by way of a merger of Merger Sub with and into Seattle with Seattle continuing as the surviving corporation and a wholly owned subsidiary of Micro Focus. For more information, see the sections entitled “The Transactions—HPE’s Reasons for the Separation, the Distribution and the Merger” and “The Separation and Distribution Agreement.”

Q: What will happen in the Separation?

A: Pursuant to and in accordance with the terms and conditions of the Separation and Distribution Agreement, HPE will engage in a series of transactions to transfer certain entities, assets and liabilities relating to HPE Software to Seattle in the Contribution. As consideration for such contribution of HPE Software, Seattle will issue to HPE additional Seattle Shares and pay to HPE the Seattle Payment.

Q: What will happen in the Distribution and what is the Distribution Record Date?

A: Pursuant to and in accordance with the terms and conditions of the Separation and Distribution Agreement, after the Contribution, HPE will distribute all of the outstanding Seattle Shares on a pro rata basis to HPE Stockholders as of the close of business on August 21, 2017, which is the Distribution Record Date, in accordance with a distribution ratio of one Seattle Share for each HPE Share held as of such time. Seattle Shares will be distributed in book-entry form. HPE Stockholders of record will receive additional information from HPE’s distribution agent shortly after Closing. Beneficial holders will receive information from their brokerage firms or other nominees.

Q: What will happen in the Merger?

A: Pursuant to and in accordance with the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Seattle, with Seattle continuing as the surviving corporation and as a direct wholly owned subsidiary of Holdings and an indirect wholly owned subsidiary of Micro Focus. Immediately following Closing, pre-Merger HPE Stockholders will hold Micro Focus ADSs representing 50.1% of the Micro Focus Fully Diluted Shares, and the balance of the then-outstanding Micro Focus Shares will be held by pre-Merger Micro Focus Shareholders. In the Merger, each Seattle Share will be automatically converted into the right to receive a number of Micro Focus ADSs determined in accordance with the Merger Agreement, each representing one Micro Focus Share, unless another ratio is agreed by Micro Focus and HPE. See the section entitled “The Merger Agreement—Merger Consideration.”

Q: What shareholder approvals are needed in connection with the Transactions?

A: Micro Focus Shareholders approved the proposal relating to the Merger, including the issuance of the Consideration Shares, by the affirmative vote of a majority of votes cast by Micro Focus Shareholders on the proposal at the Micro Focus General Meeting held on May 26, 2017. HPE Stockholders are not required and are not being asked to approve the Transactions. HPE, as sole stockholder of Seattle prior to the Distribution, has approved the Merger. For more information regarding the HPE Board’s reasons for approving the Separation, the Distribution and the Merger, see the section entitled “The Transactions—HPE’s Reasons for the Separation, the Distribution and the Merger.”

Q: What will Seattle’s relationship be with HPE following the Transactions?

A: Seattle and Micro Focus will continue to have certain relationships with HPE following the Transactions, including with respect to specified transition services for an interim period. Seattle has entered into the Separation and Distribution Agreement with HPE to effect the Separation. Seattle and HPE will also enter into (to the extent they have not done so already) certain other agreements, including among others the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement, the Real Estate Matters Agreement and the Intellectual Property Matters Agreement. These agreements will provide for the allocation between Seattle and HPE of HPE’s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities). For additional information regarding the Separation and Distribution Agreement and other Transaction Documents and the continuing contractual obligations the parties will have under these agreements following the completion of the Transactions, see the sections entitled “The Separation and Distribution Agreement” and “Other Agreements.”

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Q: Who will manage Seattle after the Transactions?

A: Micro Focus will own, operate and manage Seattle after the Transactions.

Kevin Loosemore and Mike Phillips will continue as Executive Chairman and Chief Financial Officer, respectively, of the Enlarged Group. Chris Hsu, who is currently Executive Vice President and General Manager of HPE Software as well as Chief Operating Officer at HPE, will become the Chief Executive Officer of the Enlarged Group at Closing, and Stephen Murdoch, who is the current Chief Executive Officer of Micro Focus, will become the Chief Operating Officer of the Enlarged Group. Nils Brauckmann will continue as the Chief Executive Officer of SUSE following Closing.

With effect from Closing until the second annual general meeting of the Micro Focus Shareholders that occurs after Closing, HPE will have the right to nominate (i) one new Non-Executive Director who is a serving executive of HPE to the Micro Focus Board and (ii) one-half of the Micro Focus Board’s independent Non-Executive Directors, in each case, subject to approval of the Nomination Committee. The current Nomination Committee has approved the appointments of John Schultz (as the HPE Nominated Director who is a serving executive of HPE and is not independent) with effect from Closing, and Silke Scheiber and Darren Roos as independent Non-Executive Directors with effect from May 15, 2017. In accordance with the Merger Agreement, a further independent HPE Nominated Director will be appointed following Closing.

As a result of the proposed appointments to the Micro Focus Board, at Closing, it is expected that the Micro Focus Board will comprise 10 directors, five of whom will be independent under the U.K. Corporate Governance Code. Once an additional independent HPE Nominated Director is appointed following Closing, this will increase the total number of directors to 11 and the number of independent Non-Executive Directors to six.

Q: What will Micro Focus Shareholders receive in connection with the Transactions?

A: Prior to the Merger, Micro Focus will implement the Micro Focus Return of Value. After the Micro Focus Return of Value, and disregarding the dilutive effect of the Merger if and when completed, existing Micro Focus Shareholders will own the same proportion of Micro Focus as they did immediately prior to the implementation of the Micro Focus Return of Value, subject only to fractional roundings. Immediately after Closing, pre-Merger Micro Focus Shareholders and pre-Merger holders of Micro Focus equity awards will collectively hold 49.9% of the Micro Focus Fully Diluted Shares.

Micro Focus Shareholders will not receive separate consideration as part of the Merger and no additional Micro Focus Shares or Micro Focus ADSs will be issued to pre-Merger Micro Focus Shareholders pursuant to the Merger. Micro Focus Shareholders will receive the commercial benefit of owning an equity interest in Seattle, which will include HPE Software as it exists following the Separation. Micro Focus Shareholders will thus hold an interest in a company with expanded opportunities in the software industry and software infrastructure market, a substantial recurring revenue base, access to important new growth drivers and new revenue models, accelerated operational effectiveness and operational efficiencies. See the section entitled “The Transactions—Micro Focus’ Reasons for Engaging in the Transactions.”

As a result of the Transactions, Micro Focus Shareholders’ ownership of Micro Focus Shares will also mean that they own an interest in a company with increased levels of indebtedness. In connection with the Transactions, Micro Focus will incur new indebtedness of $2.9 billion in the form of the Micro Focus Facilities, which is expected to have $500 million of unused availability immediately following consummation of the Transactions. In addition, following Closing, Micro Focus will guarantee the indebtedness that Seattle Borrower will incur in connection with the Transactions, consisting of $2.6 billion in the form of the Seattle Term Loan Facility. See the section entitled “Debt Financing.”

Q: What is the Micro Focus Return of Value?

A: Micro Focus will issue one B Share for each existing Micro Focus Share to the holders of record of Micro Focus Shares as of one business day prior to the expected Closing Date. Micro Focus will, shortly following such issuance, redeem each B Share in issue for its nominal value and these B Shares will be subsequently cancelled. HPE Stockholders will not be entitled to receive the Micro Focus Return of Value since the record date will be prior to the Closing Date. For more information on the Micro Focus Return of Value, see the section entitled “The Transactions—Micro Focus Return of Value.”

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Q: What is the estimated enterprise value of HPE Software and the consideration to be received by holders of Seattle Shares in the Merger?

A: The estimated $6.6 billion market value of the Micro Focus ADSs to be issued to holders of Seattle Shares (calculated for the purposes of this information statement/prospectus by reference to the closing mid-market price of a Micro Focus Share as of the close of business on July 27, 2017) and the $2.5 billion Seattle Payment imply an enterprise value for HPE Software of approximately $9.1 billion. The actual value of the Micro Focus Shares to be issued in the Merger and the Micro Focus ADSs to be issued by the Depositary will depend on the market price of Micro Focus Shares as of Closing.

Q: How will the Transactions impact the future liquidity and capital resources of Micro Focus and Seattle?

A: Micro Focus will incur indebtedness of $2.4 billion in connection with the Transactions pursuant to the Micro Focus Term Loan Facilities and will also enter into the Revolving Credit Facility which is expected to have $500 million of unused availability immediately after Closing.

Seattle Borrower will incur indebtedness of $2.6 billion in connection with the Transactions pursuant to the Seattle Term Loan Facility.

Although, in the opinion of Micro Focus, the Enlarged Group’s expected available liquidity and working capital will be sufficient for not less than the next 12 months following the date of this information statement/prospectus, in the longer term these financings could materially and adversely affect the liquidity, results of operations and financial condition of Micro Focus. Micro Focus also expects to incur significant one-time costs in connection with the Transactions, which may have an adverse impact on Micro Focus’ liquidity, cash flows and operating results in the periods in which they are incurred.

Following Closing, the indebtedness to be incurred by Micro Focus is expected to be guaranteed by Seattle and its subsidiaries and the indebtedness to be incurred by Seattle is expected to be guaranteed by Micro Focus and its subsidiaries. As a result of the increased borrowing, the Micro Focus Board estimates that the initial pro forma net debt to Facility EBITDA ratio of the Enlarged Group as of Closing will be approximately 3.3x Facility EBITDA and is targeting to reduce this to its stated target of 2.5x Facility EBITDA within two years following Closing. See the section entitled “Debt Financing.”

As a result of the Transactions, Micro Focus will incur a number of one-time costs in respect of due diligence, financing and other advisor fees. Transaction-related costs payable to advisors are expected to be $60.0 million, of which $41.2 million have been paid within the year ended April 30, 2017. Financing fees in respect of the Transactions are estimated to be $206.5 million, all of which are expected to be capitalized and amortized over the life of the financing agreements. Micro Focus also anticipates $150.0 million in costs to implement certain IT upgrades and to migrate the Enlarged Group on to a single system. All remaining costs are expected to be incurred prior to October 31, 2018, with the exception of $50.0 million of costs related to the migration on to a single system, which are expected to be incurred in the first half of the year ending October 31, 2019. In addition, Micro Focus anticipates that the Enlarged Group will incur further one-off integration and restructuring costs in relation to headcount reductions and property rationalization which have yet to be quantified.

Q: When will the Transactions occur?

A: It is expected that all of the outstanding Seattle Shares will be distributed by HPE on September 1, 2017 to HPE Stockholders of record as of the close of business on August 21, 2017, which is the Distribution Record Date. The Reorganization will occur prior to the Distribution. The Merger is expected to occur immediately following the Distribution on September 1, 2017. Substantially concurrently with Closing, Micro Focus will issue to the Depositary the Micro Focus Shares underlying the Micro Focus ADSs to be issued to holders of Seattle Shares and immediately following Closing, the Depositary will issue Micro Focus ADSs to the holders of Seattle Shares.

However, no assurance can be provided as to the timing of the Transactions or that all conditions to the Transactions will be met by the dates set forth herein, or at all. The Merger Agreement provides that either HPE or Micro Focus may terminate the Merger Agreement if the Merger is not consummated on or before March 7, 2018. For a discussion of the conditions to the Transactions and the circumstances under which the Merger Agreement may be terminated by the parties, see the sections entitled “The Merger Agreement—Conditions to the Merger” and “The Merger Agreement—Termination,” respectively.

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Q: Are there any conditions to the consummation of the Transactions?

A: Yes. The consummation of the Transactions is subject to a number of conditions, including:

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the expiration or termination of any applicable waiting period under the HSR Act, and the receipt of applicable consents, authorizations, orders, or approvals required under the antitrust or competition laws of certain specified jurisdictions, including merger control approval from the European Commission, all of which have been received and which condition has been satisfied;

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the consummation of the Reorganization and the Distribution in all material respects in accordance with the Separation and Distribution Agreement;

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the effectiveness of the registration statement of Micro Focus of which this information statement/prospectus forms a part, the registration statement of Seattle on Form 10 of which this information statement/prospectus forms a part, the Form F-6 filed with the SEC by the Depositary with respect to the Micro Focus ADSs and the Form 8-A filed with the SEC by Micro Focus, and the absence of any stop order issued by the SEC or any pending proceeding before the SEC seeking a stop order with respect thereto;

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the approval of the U.K. Prospectus by the U.K. Listing Authority and the U.K. Prospectus having been made publicly available, which condition has been satisfied;

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the approval of the U.K. Circular by the U.K. Listing Authority and the U.K. Circular having been made available to Micro Focus Shareholders, which condition has been satisfied;

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Admission occurring;

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the approval for listing on the NYSE of the Micro Focus ADSs issuable pursuant to the Merger;

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the approval by Micro Focus Shareholders of the Merger and specified related matters, which condition has been satisfied;

•

the receipt by HPE of the HPE Tax Opinion; and

•

the absence of any law or action by a governmental authority that enjoins, restrains or prohibits the consummation of the Reorganization, the Distribution or the Merger.

To the extent permitted by applicable law, HPE, on the one hand, and Micro Focus, on the other hand, may waive the satisfaction of the conditions to their respective obligations to consummate the Transactions. In addition, the waiver by HPE or Seattle of conditions to their respective obligations under the Separation and Distribution Agreement requires the consent of Micro Focus, not to be unreasonably withheld, conditioned or delayed.

See the section entitled “The Merger Agreement—Conditions to the Merger.”

Q: Are there risks associated with the Transactions?

A: Yes. The material risks and uncertainties associated with the Transactions are discussed in the section entitled “Risk Factors” and the section entitled “Cautionary Statement on Forward-Looking Statements.” Those risks include, among others, the possibility that the Transactions may not be completed or may not achieve the intended benefits, the possibility that Micro Focus may fail to realize the anticipated benefits of the Merger, the possibility that Micro Focus will not be able to integrate HPE Software successfully, the possibility that Micro Focus may be unable to provide benefits and services to, or access to equivalent financial strength and resources to HPE Software that historically have been provided to HPE Software by HPE, the possibility that the Distribution may be taxable to HPE and HPE Stockholders, the risks resulting from the additional long-term indebtedness and liabilities that Micro Focus and its subsidiaries will have following consummation of the Transactions and the risks associated with the substantial dilution to the ownership interest of current Micro Focus Shareholders following consummation of the Merger.

Q: How do the Transactions impact Micro Focus’ dividend policy?

A: In connection with the Transactions, Micro Focus will implement the Micro Focus Return of Value. The Micro Focus Return of Value will be funded by the Micro Focus Facilities. With the exception of the Micro Focus Return of Value, the Transactions are not expected to affect Micro Focus’ stated dividend policy.

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Following Closing and subject to the Enlarged Group’s performance (and, in particular, Micro Focus being able to comply with the restrictions on paying dividends imposed by the Micro Focus Facilities), the Micro Focus Board intends to continue its stated dividend policy of paying an annual dividend that is approximately twice covered by Adjusted Earnings Per Share. In addition to certain other exceptions, the Micro Focus Facilities permit the payment of dividends provided that no event of default is continuing under such agreements and, taking into account such payment, the ratio of secured debt (net of free cash) of the Enlarged Group to its consolidated EBITDA (as defined in the New Micro Focus Facility Agreement) is less than 3.0:1. Until that financial metric is achieved, under the Micro Focus Facilities, Micro Focus will have access to the available amount basket of $100 million plus an additional basket for restricted payments of $250 million, providing $350 million of dividend payment capacity. See the sections entitled “The Transactions—Micro Focus Return of Value” and “Historical Per Share Data, Market Price and Dividend Policies.”

Q: What are the U.S. federal income tax consequences to HPE, Micro Focus and their respective shareholders resulting from the Distribution and the Merger?

A: The consummation of the Transactions is conditioned upon the receipt by HPE of the HPE Tax Opinion from its tax counsel, Skadden, substantially to the effect that, among other items, for U.S. federal income tax purposes (i) the Distribution, taken together with the Contribution, should qualify as a “reorganization” under Sections 368(a)(1)(D), 361 and 355 of the Code, upon which no income, gain or loss should be recognized by HPE or Seattle (except for certain items required to be recognized under Treasury Regulations regarding consolidated federal income tax returns) and (ii) the Merger should qualify as a “reorganization” under Section 368(a) of the Code. Provided that the Distribution and Contribution so qualify, HPE and HPE Stockholders will generally not recognize any taxable income, gain or loss as a result of the Distribution for U.S. federal income tax purposes.

The Merger is intended to qualify as a “reorganization” under Section 368(a) of the Code. However, pursuant to certain rules contained in Section 367(a) of the Code and the Treasury Regulations promulgated thereunder, U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Consequences of the Distribution and the Merger”) will generally recognize gain, if any, but not loss, on the exchange of Seattle Shares for Micro Focus ADSs pursuant to the Merger.

The consummation of the Transactions is conditioned upon the receipt by HPE of the HPE Tax Opinion. An opinion of counsel neither binds the IRS nor precludes the IRS or the courts from adopting a contrary position. HPE intends to request a ruling from the IRS on certain issues related to the U.S. federal income tax consequences of the Distribution. The receipt of any such ruling is not a condition to HPE’s and Seattle’s obligation to consummate the Transactions and there can be no assurance that any or all of such requested rulings will be received. If the Distribution or certain related transactions fail to qualify for the intended tax treatment, HPE and/or HPE Stockholders may be subject to substantial U.S. federal income taxes.

Following Closing, Micro Focus is expected to continue to be treated as a foreign corporation for U.S. federal income tax purposes, but under Section 7874 of the Code, Micro Focus’ U.S. affiliates likely will be subject to certain adverse U.S. federal income tax rules as a result of the Merger. See the section entitled “U.S. Federal Income Tax Consequences Relating to Section 7874 of the Code” below for more information.

Because Micro Focus Shareholders will not participate in the Distribution or the Merger, Micro Focus Shareholders in their capacity as such will not recognize gain or loss upon either the Distribution or the Merger.

The U.S. federal income tax consequences of the Distribution and the Merger are described in more detail in the section entitled “U.S. Federal Income Tax Consequences of the Distribution and the Merger.” The tax consequences to you of the Distribution and the Merger will depend on your particular circumstances. You should consult your own tax advisor regarding the particular tax consequences to you of the Transactions.

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Q: Where can I find more information about HPE, Seattle and Micro Focus?

Before the Transactions, if you have any questions relating to HPE’s or Seattle’s business performance, you should contact:

Hewlett Packard Enterprise Company
3000 Hanover Street
Palo Alto, CA 94304
Attn: Investor Relations
(650) 687-5817
investor.relations@hpe.com

HPE’s investor website is http://investors.hpe.com. The information contained on HPE’s investor website is not incorporated by reference into this information statement/prospectus and should not be considered part of this information statement/prospectus.

After the Transactions, holders of Micro Focus Shares or Micro Focus ADSs who have any questions relating to Seattle’s or Micro Focus’ business performance should contact Micro Focus at:

Micro Focus International plc
The Lawn, 22-30 Old Bath Road
Berkshire, RG14 1QN
United Kingdom
+44 (0) 1635-565-459
investors@microfocus.com

Micro Focus’ investor website is http://investors.microfocus.com/. The information contained on Micro Focus’ investor website is not incorporated by reference into this information statement/prospectus and should not be considered part of this information statement/prospectus.

QUESTIONS AND ANSWERS FOR HPE STOCKHOLDERS

For the purposes of this section, “I,” “my,” “mine,” “you” and “your” refer to each HPE Stockholder as of the close of business on the Distribution Record Date, each of whom will be entitled to receive Seattle Shares in the Distribution, with such Seattle Shares being converted into Micro Focus ADSs in the Merger, as further described elsewhere in this information statement/prospectus.

Q: Why am I receiving this document?

A: You are receiving this information statement/prospectus because you are a holder of HPE Shares. If you are a holder of HPE Shares as of the close of business on August 21, 2017, which is the Distribution Record Date, you will be entitled to receive a number of Seattle Shares with respect to each HPE Share that you held as of the close of business on such date, in accordance with a distribution ratio of one Seattle Share for each HPE Share held as of such time. Your Seattle Shares will then be automatically converted into the right to receive Micro Focus ADSs representing Micro Focus Shares in connection with the Merger. Each Micro Focus Share issued in connection with the Merger will be issued directly to the Depositary. The Depositary will issue one Micro Focus ADS for each Micro Focus Share, unless another ratio is agreed by Micro Focus and HPE. This information statement/prospectus will help you understand the Transactions and your investment in Micro Focus after the Merger.

Q: What do HPE Stockholders need to do to participate in the Transactions?

A: HPE Stockholders as of the close of business on the Distribution Record Date will not be required to take any action to receive Seattle Shares in the Distribution or receive Micro Focus ADSs in the Merger, but you are urged to read this entire information statement/prospectus carefully. No vote of HPE Stockholders is required for the Distribution or the Merger. HPE, as sole stockholder of Seattle prior to the Distribution, has approved the Merger. Therefore, you are not being asked for a proxy, and you are requested not to send HPE a proxy, in connection with the Distribution or the Merger. You do not need to pay any consideration, exchange or surrender your existing HPE Shares or take any other action to receive Micro Focus ADSs in the Merger. Please do not send in any HPE stock certificates. The Transactions will not affect the number of outstanding HPE Shares or any rights of HPE Stockholders, although it is expected to affect the market value of each outstanding HPE Share.

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Q: How many Micro Focus ADSs will I receive in the Transactions?

A: In the Distribution, HPE will distribute all of the outstanding Seattle Shares on a pro rata basis to HPE Stockholders as of the close of business on the Distribution Record Date. One Seattle Share will be distributed with respect to each HPE Share held as of the close of business on the Distribution Record Date. Each Seattle Share will be automatically converted into the right to receive a number of Micro Focus ADSs determined in accordance with the Merger Agreement. Each Micro Focus ADS will represent one Micro Focus Share issued pursuant to the Merger to the Depositary, unless another ratio is agreed by Micro Focus and HPE.

Q: Will fractional Micro Focus ADSs be issued in the Transactions?

A: No. The Depositary will not issue fractional Micro Focus ADSs. You will receive cash in lieu of any fractional Micro Focus ADSs that you would have otherwise received following the Transactions.

Q: Where will I be able to trade Micro Focus ADSs?

A: We expect trading of Micro Focus ADSs to begin September 1, 2017. We have applied to list the Micro Focus ADSs on the NYSE under the symbol “MFGP.” Micro Focus Shares are currently listed on the LSE under the symbol “MCRO.”

Q: What will happen to the listing of HPE Shares?

A: HPE Shares will continue to trade on the NYSE after the Distribution under the symbol “HPE.”

Q: Will the number of HPE Shares that I own change as a result of the Transactions?

A: No. The number of HPE Shares that you own will not change as a result of the Transactions.

Q: Will the Transactions affect the market price of my HPE Shares?

A: Yes. As a result of the Transactions, it is expected that the trading price of HPE Shares immediately following the Transactions will be lower than the trading price of such shares immediately prior to the Transactions because the trading price will no longer reflect the value of HPE Software, which is being transferred to Micro Focus as part of the Transactions.

Q: Will HPE Stockholders who sell their HPE Shares shortly before the completion of the Distribution and the Merger still be entitled to receive Micro Focus ADSs with respect to the HPE Shares that were sold?

A: It is currently expected that beginning on or about August 17, 2017, which is two business days before the Distribution Record Date, and continuing through the close of trading on August 31, 2017, which is the last business day prior to September 1, 2017, the expected Closing Date, there will be two markets in HPE Shares on the NYSE: a “regular way” market and an “ex-distribution” market.

If an HPE Stockholder sells HPE Shares in the “regular way” market under the ticker symbol “HPE” during this time period, that HPE Stockholder will be selling both his HPE Shares and the right (represented by a “due-bill”) to receive Seattle Shares that will be converted into the right to receive Micro Focus ADSs, and cash in lieu of fractional shares (if any), at Closing. HPE Stockholders should consult their brokers before selling their HPE Shares in the “regular way” market during this time period to be sure they understand the effect of the NYSE “due-bill” procedures. The “due-bill” process is not managed, operated or controlled by HPE, Seattle or Micro Focus.

If an HPE Stockholder sells HPE Shares in the “ex-distribution” market during this time period, that HPE Stockholder will be selling only his HPE Shares, and will retain the right to receive Seattle Shares that will be converted into the right to receive Micro Focus ADSs, and cash in lieu of fractional shares (if any), at Closing. It is currently expected that “ex-distribution” trades of HPE Shares will settle within three business days after the Closing Date and that if the Merger is not completed all trades in this “ex-distribution” market will be cancelled.

After the close of trading on August 31, 2017, HPE Shares will no longer trade in this “ex-distribution” market, and HPE Shares that are sold in the “regular way” market will no longer reflect the right to receive Seattle Shares that will be converted into the right to receive Micro Focus ADSs, and cash in lieu of fractional shares (if any), at Closing.

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Q: How may HPE Stockholders sell the Micro Focus ADSs that they will be entitled to receive in the Merger prior to receiving those Micro Focus ADSs?

A: It is currently expected that beginning on or about August 17, 2017, which is two business days before the Distribution Record Date, and continuing through the close of trading on August 31, 2017, which is the business day prior to September 1, 2017, the expected Closing Date), there will be a “when issued” market in Micro Focus ADSs on the NYSE.

The “when issued” market will be a market for the Micro Focus ADSs that will be issued to holders of Seattle Shares at Closing. If an HPE Stockholder sells Micro Focus ADSs in the “when issued” market during this time period, that HPE Stockholder will be required to deliver the number of Micro Focus ADSs so sold in settlement of the sale after Micro Focus ADSs are issued upon Closing. It is currently expected that “when issued” trades of Micro Focus ADSs will settle within three business days after the Closing Date and that if the Merger is not completed, all trades in this “when issued” market will be cancelled. After the close of trading on August 31, 2017, Micro Focus ADSs will no longer trade in this “when issued” market.

Q: What are the implications to HPE Stockholders of Micro Focus being a “foreign private issuer?”

A: Following completion of the Transactions, Micro Focus will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. Micro Focus will be required to file an annual report on Form 20-F with the SEC within four months after the end of each fiscal year. Micro Focus’ current fiscal year begins on May 1 and ends on April 30. However, as described further below, Micro Focus intends to align its accounting year end with HPE Software’s accounting year end of October 31 upon Closing. In addition, Micro Focus will be required to furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by Micro Focus by way of a Regulatory News Service, referred to as an RNS, in the United Kingdom or filed with the LSE or U.K. Companies House, or regarding information distributed or required to be distributed by Micro Focus to Micro Focus Shareholders under English law and/or regulations. Micro Focus will be exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act, and will not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, Micro Focus’ officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Micro Focus Shares. If Micro Focus loses its status as a foreign private issuer, it will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if it were a domestic U.S. issuer.

Q: What is the effect of Micro Focus aligning its accounting year end with HPE Software in connection with Closing?

A: At and conditional upon Closing, Micro Focus will align its accounting year end with HPE Software’s accounting year end of October 31, with the first accounting period to be audited after Closing being for the 18 months ended October 31, 2018. During this extended accounting period and in order to comply with the U.K. Listing Rules, Micro Focus will publish an unaudited interim report for the six months ended October 31, 2017 and a second unaudited interim report for the six months ended April 30, 2018.

QUESTIONS AND ANSWERS ABOUT AMERICAN DEPOSITARY SHARES

For the purposes of this section, “I,” “my,” “you” and “your” refer to each HPE Stockholder as of the close of business on the Distribution Record Date, each of whom will be entitled to receive Seattle Shares in the Distribution, with such Seattle Shares being converted into Micro Focus ADSs in the Merger, as further described elsewhere herein.

The following is only a summary of the questions and answers you may have relating to the Micro Focus ADSs that you will become entitled to receive in the Merger upon conversion of the Seattle Shares distributed to you in the Distribution. Your rights as a Micro Focus ADS holder will be governed by, among other things, the terms of the Deposit Agreement with the Depositary. You should read the section below in conjunction with the section entitled “Description of the Micro Focus American Depositary Shares” and the Deposit Agreement, which is included as an exhibit to the registration statement on Form F-4 of Micro Focus of which this information statement/prospectus forms a part.

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Q: What is an ADS and will the Micro Focus ADSs be listed?

A: An American Depositary Share, or ADS, is a security representing another security that has been deposited at a custodian bank. ADSs allow investors in the United States to more easily hold and trade interests in foreign-based companies. ADSs are represented by American Depositary Receipts, or ADRs, and are typically issued by a depositary in uncertificated form.

Micro Focus is a public limited company incorporated under the laws of England and Wales that issues ordinary shares that are equivalent in many respects to common stock of a U.S. corporation. Each Micro Focus ADS will represent one Micro Focus Share, unless another ratio is agreed by Micro Focus and HPE. We have applied to list the Micro Focus ADSs on the NYSE under the symbol “MFGP.” Micro Focus Shares are listed on the main market of the LSE and quoted in sterling under the symbol “MCRO.”

Q: Can I request a certificated American Depositary Receipt?

A: Yes. All of the Micro Focus ADSs issued will be part of the Depositary’s direct registration system, and a registered holder will receive periodic statements from the Depositary which will show the number of Micro Focus ADSs represented by uncertificated ADRs registered in such holder’s name. Typically, the registered holder is either The Depository Trust Company (“DTC”) or an intermediary, such as a broker, which holds the ADRs in the interest of the beneficial owner. Alternatively, upon receipt by the Depositary of a proper instruction from a registered holder of uncertificated Micro Focus ADSs requesting the exchange of uncertificated Micro Focus ADSs for certificated Micro Focus ADSs, the Depositary will execute and deliver as directed by the registered holder a certificated ADR evidencing those Micro Focus ADSs.

Q: How can I cancel my Micro Focus ADS and obtain deposited securities?

A: As a registered holder, you may turn in your ADSs at the Depositary’s principal office, but if you are not a registered holder, you must provide appropriate instructions to your broker. Upon payment of applicable fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will direct the custodian to deliver the Micro Focus Shares and any other deposited securities underlying the Micro Focus ADSs to you or a person you designate.

Q: How do I vote as a Micro Focus ADS holder?

A: You may instruct the Depositary to vote the Micro Focus Shares or other deposited securities underlying your Micro Focus ADSs. Otherwise, you could exercise your right to vote directly if you withdraw the Micro Focus Shares underlying your Micro Focus ADSs. However, there can be no guarantee that you will know about any applicable meeting of Micro Focus Shareholders sufficiently far in advance to withdraw the Micro Focus Shares underlying your Micro Focus ADSs in time to vote such Micro Focus Shares at such meeting.

Upon timely notice from us as described in the Deposit Agreement, the Depositary will notify you of any upcoming vote and arrange to deliver our voting materials to you by regular mail delivery or by electronic transmission. The materials will (i) describe the matters to be voted on, (ii) explain how you may instruct the Depositary to vote the Micro Focus Shares or other deposited securities underlying your Micro Focus ADSs as you direct and (iii) include an express indication that if no vote is timely received or instructions are timely received that do not specify the manner in which the Depositary is to vote, then no vote will be placed on your behalf.

For your voting instructions to be valid, the Depositary must receive them in writing on or before the date specified. The Depositary will, subject to timely receipt of valid voting instructions, applicable law and the provisions of the Deposit Agreement, the deposited securities and the Micro Focus Articles, vote or have its agents vote the Micro Focus Shares or other deposited securities as you instruct. The Depositary will only vote or attempt to vote as you instruct. If we timely requested the Depositary to solicit instructions of holders of Micro Focus ADSs but no instructions are received by the Depositary from an owner with respect to any of the deposited securities represented by the Micro Focus ADSs of that owner on or before the date established by the Depositary for such purpose, the Depositary shall not exercise any voting rights whatsoever with respect to the deposited securities.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the Depositary to vote the deposited securities underlying your Micro Focus ADSs. In addition, the Depositary and

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its agents are not responsible for failing to carry out voting instructions or for the manner in which any vote is cast. This means that you may not be able to exercise your right to vote and you may have no recourse if the Micro Focus Shares underlying your Micro Focus ADSs are not voted as you requested.

Q: How will I receive dividends on the Micro Focus Shares underlying my Micro Focus ADSs?

A: Micro Focus may make various types of distributions with respect to the Micro Focus Shares. The Depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on the Micro Focus Shares or other deposited securities, after converting into U.S. dollars and deducting applicable fees and expenses. You will receive these distributions in proportion to the number of Micro Focus Shares your Micro Focus ADSs represent as of the record date set by the Depositary with respect to the Micro Focus ADSs (which will be as close as practicable to the record date for Micro Focus Shares).

The Depositary is not responsible if it determines, to the extent permitted to do so under the Deposit Agreement, that it is unlawful or impractical to make a distribution available to any Micro Focus ADS holders. Other than with respect to the Merger, we have no obligation to register Micro Focus ADSs, shares, rights or other securities under the Securities Act. Other than with respect to the Merger, we also have no obligation to take any other action to permit the distribution of Micro Focus ADSs, shares, rights or other property to Micro Focus ADS holders. This means that you may not receive certain distributions we make on the Micro Focus Shares or any value for them if it is illegal or impractical for us or the Depositary to make them available to you.

Q: Are there possible adverse effects of the Transactions on, or other risks to, the value of Micro Focus ADSs representing Micro Focus Shares ultimately to be received by HPE Stockholders?

A: The issuance of Micro Focus Shares pursuant to the Merger may negatively affect the market price of Micro Focus Shares, and in turn, the market price of Micro Focus ADSs. The market price of Micro Focus ADSs representing Micro Focus Shares also will be affected by the performance of HPE Software and other risks associated with the Transactions. This risk and other risk factors associated with the Transactions are described in more detail in the section entitled “Risk Factors.”

In addition, we expect that the Micro Focus ADSs issued to holders of Seattle Shares will be listed on the NYSE. Micro Focus Shares are currently and will, subject to Admission, continue to be listed on the LSE. A public market has not previously been established for Micro Focus ADSs and such a market, even if established, may not be sustained. There can be no assurance that the Micro Focus ADSs issued in the Merger will trade at prices equivalent to those at which Micro Focus Shares traded prior to the Merger or at which Micro Focus Shares may trade after the Merger, due to the costs associated with holding a Micro Focus ADS as compared to holding a Micro Focus Share, as well as the differences in rights between a Micro Focus Shareholder and a Micro Focus ADS holder. See the section entitled “Comparison of Rights of Micro Focus Shareholders and Micro Focus ADS Holders and HPE Stockholders.”

Q: Are there any material differences between the rights of HPE Stockholders, Micro Focus ADS holders and Micro Focus Shareholders?

A: Yes. HPE is a Delaware corporation and HPE Stockholders’ rights are governed by HPE’s organizational documents and Delaware law. HPE Stockholders will receive Micro Focus ADSs (upon the conversion of Seattle Shares distributed in the Distribution) and the rights of Micro Focus ADS holders will be governed by the terms of the Deposit Agreement with the Depositary. In addition, Micro Focus is a public limited company organized under the laws of England and Wales and the rights of Micro Focus Shareholders are governed by the Micro Focus Articles and English law.

The material differences between the rights associated with HPE Shares and Micro Focus Shares and Micro Focus ADSs relate to, among other things, shareholder action by written consent, amendment of organizational documents, appraisal rights, preemptive rights, shareholder votes on certain transactions, removal of directors, and limitations of liability of directors and officers. For a further discussion of the material differences between the rights of HPE Stockholders and Micro Focus Shareholders, see the section entitled “Comparison of Rights of Micro Focus Shareholders and Micro Focus ADS Holders and HPE Stockholders.”

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SUMMARY

The Companies

Micro Focus Group

The Micro Focus Group is a global enterprise software provider supporting the technology needs and challenges of the Forbes Global 2000. The Micro Focus Group’s solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements, including the protection of corporate information at all times.

The Micro Focus Group’s product portfolios are Micro Focus and SUSE. Within Micro Focus, the solution portfolios are COBOL Development and Mainframe Solutions, Host Connectivity, Identity, Access and Security, IT Development and IT Operations Management Tools, and Collaboration and Networking. SUSE, a pioneer in Open Source software, provides reliable, interoperable Linux, cloud infrastructure and storage solutions. Micro Focus has also announced plans to add a Container-as-a-Service Platform (“CaaSP”) product and a Platform-as-a-Service (“PaaS”) product.

The Micro Focus Group has more than 4,800 employees in over 90 global locations and has over 20,000 customers, including 91 of the Fortune 100 companies.

Hewlett Packard Enterprise Company

HPE is a leading global provider of the technology solutions customers need to optimize their traditional IT while helping them build the secure, cloud-enabled, mobile-ready future that is uniquely suited to their needs. HPE conducts its business through its Enterprise Group, Software, Financial Services and Corporate Investments segments. The Enterprise Group provides a broad portfolio of enterprise technology solutions to address customer needs in building the foundation for the next generation of applications, web services and user experiences. Software, which will be transferred to Seattle in the Reorganization and which is further described in the section entitled “Information about Seattle,” provides big data platform analytics, application testing and delivery management, security and information governance, and IT operations management solutions for businesses and other enterprises of all sizes. Financial Services provides flexible investment solutions for HPE’s customers—such as leasing, financing, IT consumption and utility programs—and asset management services that facilitate unique technology deployment models and the acquisition of complete IT solutions, including hardware, software and services from HPE and others. Corporate Investments includes Hewlett Packard Labs and certain business incubation projects, among others. As of April 1, 2017, HPE owned or leased approximately 18.5 million square feet of space worldwide, had operations in approximately 111 countries and employed approximately 81,000 people.

Seattle SpinCo, Inc.

Pursuant to the Reorganization and prior to the Distribution and the Merger, HPE will transfer HPE Software to Seattle, a wholly owned subsidiary of HPE, as further described herein. HPE Software is a leading global infrastructure software provider offering a broad range of software products, services and solutions, including big data platform analytics, application testing and delivery management, security and information governance and IT operations management solutions for businesses and other enterprises of all sizes. HPE Software’s offerings include licenses, support, professional services and SaaS.

HPE Software’s products are available worldwide. HPE Software has over 30,000 customers worldwide, including 98 of the Fortune 100 companies.

Summary of the Transactions

On September 7, 2016, Micro Focus and HPE entered into the Merger Agreement with Seattle, Holdings and Merger Sub, and HPE and Seattle entered into the Separation and Distribution Agreement, which together provide for the combination of Micro Focus and Seattle.

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Below is a step-by-step summary description of the sequence of material events relating to the Transactions, which should be read in conjunction with the sections entitled “The Merger Agreement” and “The Separation and Distribution Agreement.”

Step 1 Separation of HPE Software

Pursuant to the Contribution and prior to the Distribution and the Merger, HPE will transfer HPE Software to Seattle pursuant to the terms and conditions set forth in the Separation and Distribution Agreement.

Step 2 Issuance of Seattle Shares to HPE, Incurrence of Seattle Debt and the Seattle Cash Payment

In connection with the transfer of HPE Software to Seattle in the Contribution in Step 1, Seattle will issue to HPE additional Seattle Shares and make the Seattle Payment to HPE. Seattle Borrower will incur new indebtedness in an aggregate principal amount of $2.6 billion and Seattle will use $2.5 billion of the proceeds of this loan to pay to HPE the Seattle Payment in connection with the transfer of HPE Software to Seattle. Seattle will use the balance to pay certain fees and expenses related to such indebtedness and for general corporate purposes.

Step 3 Incurrence of Micro Focus Debt

Prior to Closing, the Micro Focus Borrower will incur new indebtedness in the form of (i) the $2.4 billion Micro Focus Term Loan Facilities, including $1,515 million of Facility B-2 refinanced pursuant to an amendment to the Existing Facilities Agreement and $885 million of term loans incurred by the Micro Focus Escrow Borrower pursuant to an escrow credit agreement which term loans will automatically be deemed issued under the Micro Focus Term Loan Facilities upon the merger of the Micro Focus Escrow Borrower with and into the Micro Focus Borrower prior to the Merger and (ii) the $500 million Revolving Credit Facility. The proceeds received by the Micro Focus Borrower will be used to fund (i) the Micro Focus Return of Value of an aggregate principal amount in sterling equivalent to $500 million (inclusive of any currency hedging costs or proceeds) to the Micro Focus Shareholders, (ii) the partial repayment of the indebtedness pursuant to the Existing Facilities Agreement, dated as of November 20, 2014, by and among Micro Focus, Micro Focus Group Limited, the Borrower, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, collateral agent and swingline lender, (iii) fees and expenses incurred in connection with the Transactions and (iv) working capital and general corporate purposes of Micro Focus and its subsidiaries.

Step 4 Distribution

HPE will distribute all of the outstanding Seattle Shares on a pro rata basis to HPE Stockholders as of the close of business on the Distribution Record Date pursuant to the terms and conditions set forth in the Separation and Distribution Agreement. The Distribution is expected to occur on September 1, 2017.

Step 5 Merger

After the Distribution, Merger Sub will merge with and into Seattle, whereby the separate corporate existence of Merger Sub will cease and Seattle will continue as the surviving corporation and as an indirect wholly owned subsidiary of Micro Focus. In the Merger, each Seattle Share will be automatically converted into the right to receive a number of Micro Focus ADSs determined in accordance with the Merger Agreement, each representing one Micro Focus Share, unless another ratio is agreed by Micro Focus and HPE, as described in the section entitled “The Merger Agreement—Merger Consideration.” The Micro Focus Shares underlying the Micro Focus ADSs issued in connection with the Merger (sometimes referred to herein as the “Consideration Shares”) will be issued directly to the Depositary. Immediately following Closing, pre-Merger HPE Stockholders will hold Micro Focus ADSs representing 50.1% of the Micro Focus Fully Diluted Shares, and the balance of the then-outstanding Micro Focus Shares will be held by pre-Merger Micro Focus Shareholders.

After completion of all of the steps described above, Micro Focus will own and operate HPE Software through Seattle, which will be a direct wholly owned subsidiary of Holdings, and an indirect wholly owned subsidiary of Micro Focus. Micro Focus will also continue to own and operate its current businesses. Seattle will continue as the obligor under the new indebtedness to be incurred by Seattle in connection with the Transactions which, after Closing, is expected to be guaranteed by Micro Focus. We have applied to list Micro Focus ADSs on the NYSE under the symbol “MFGP” and Micro Focus Shares will remain listed on the LSE after Closing under the symbol “MCRO.”

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In connection with the Transactions, on or prior to the Distribution Date, HPE (or its applicable subsidiaries) and Micro Focus (or its applicable subsidiaries) will enter into the Transaction Documents not already entered into as of the date hereof. See the sections entitled “The Merger Agreement,” “The Separation and Distribution Agreement” and “Other Agreements.”

Set forth below are diagrams that graphically illustrate, in simplified form, the existing corporate structures of HPE and Micro Focus, the corporate structures immediately following the Separation and the Distribution but before the Merger and the corporate structures immediately following the Merger.

Existing Structures

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Structures Following the Separation and the Distribution but before the Merger

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Structures Immediately Following the Merger

Excludes overlap. Percentages reflect ownership of Micro Focus Fully Diluted Shares immediately following the Merger, with pre-Merger holders of Micro Focus equity awards included within “Micro Focus Shareholders” solely for purposes of this illustration. For further details, see the section entitled “The Merger Agreement—Merger Consideration.”

Micro Focus’ Reasons for Engaging in the Transactions

The Micro Focus Board believes that segments of the infrastructure software market are consolidating and that successful companies in such markets will be those with outstanding operational efficiency and scale. The Transactions present a rare opportunity to achieve a significant increase in Micro Focus’ scale and breadth, with the potential to deliver enhanced Total Shareholder Returns consistent with Micro Focus’ stated objectives.

The Micro Focus Board believes the Transactions will enhance Adjusted Earnings Per Share by April 30, 2019 and thereafter, with scope for further benefits as operational improvements are realized across the Enlarged Group.

The Micro Focus Board believes the Transactions represent a substantial opportunity to:

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create significantly greater scale and breadth of product portfolio covering largely adjacent areas of the software infrastructure market, thereby creating one of the world’s largest pure-play infrastructure software companies;

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add a substantial recurring revenue base to Micro Focus’ existing product portfolio, together with access to important new growth drivers and new revenue models; and

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accelerate operational effectiveness over the medium term, through the alignment of best practices between Micro Focus and HPE Software in areas such as product development, support, product management, account management, and sales force productivity, as well as achieving operational efficiencies where appropriate.

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Given the scale of the Enlarged Group, the Micro Focus Board believes that significant cost benefits will arise from reducing duplicated central costs, combining corporate support functions (where appropriate) and increasing efficiency across all functions. For more information on the process undertaken by Micro Focus that resulted in the execution of the Transaction Documents, as well as further information regarding the reasons that the Micro Focus Board believes that the Transactions are in the best interests of Micro Focus and the Micro Focus Shareholders, see the sections entitled “The Transactions—Background of the Separation, the Distribution and the Merger” and “The Transactions—Micro Focus’ Reasons for Engaging in the Transactions.”

HPE’s Reasons for the Separation, the Distribution and the Merger

The HPE Board believes that the Transactions will accomplish a number of important business objectives for HPE, as well as provide enhanced opportunities for the combined business of Micro Focus and HPE Software. These important business objectives include, among other things, the following:

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the Transactions are expected to enable HPE to sharpen its focus and expand its leadership in building the vital end-to-end infrastructure solutions necessary for providing cloud and mobility services;

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the Transactions are expected to increase HPE’s management focus on secure, next-generation, software-defined infrastructure that leverages a portfolio of servers, storage, networking, converged infrastructure and software assets to help customers run their traditional IT better, while building a bridge to multi-cloud environments;

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the Transactions are expected to unlock faster growth, higher margins and more free cash flow at HPE; and

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the Transactions are expected to result in, among other things, improved operating efficiencies to enable HPE Software, combined with Micro Focus, to accelerate financial and operational performance.

As part of its decision to approve the Transactions, the HPE Board recognized that HPE was likely to continue to face challenges in its maturing infrastructure software business as part of the general market shift to cloud computing and SaaS. The HPE Board believed that these challenges were exacerbated by HPE Software’s lack of a separate general and administrative expense structure within HPE, scalability challenges (including in sales and marketing), and demands on HPE management from HPE’s other businesses. The HPE Board believed that a combination of HPE Software with Micro Focus would help address these challenges by creating a more focused, nimble and scalable software business, particularly given Micro Focus’ historical experience with and focus on effectively managing portfolios of mature infrastructure software products.

For more information on the process undertaken by HPE that resulted in the execution of the Transaction Documents, as well as further information regarding the reasons that the HPE Board believes that the Separation, the Distribution and the Merger are in the best interests of HPE and HPE Stockholders, see the sections entitled “The Transactions—Background of the Separation, the Distribution and the Merger” and “The Transactions—HPE’s Reasons for the Separation, the Distribution and the Merger.”

Merger Consideration

The Merger Agreement provides that, at Closing, each issued and outstanding Seattle Share (except for any such shares held as treasury stock or by Micro Focus, Holdings or Merger Sub, which will be cancelled) will be automatically converted into the right to receive a number of Micro Focus ADSs representing Micro Focus Shares equal to the exchange ratio multiplied by the ADS ratio, subject to adjustment as set forth in the Merger Agreement. The exchange ratio will be determined prior to Closing based on the number of Micro Focus Fully Diluted Shares, on the one hand, and the number of Seattle Shares, on the other hand, in each case outstanding immediately prior to Closing, such that HPE Stockholders (who will have received Seattle Shares in the Distribution prior to Closing) will own Micro Focus ADSs representing 50.1% of the Micro Focus Fully Diluted Shares outstanding immediately following Closing. As defined in the Merger Agreement, the exchange ratio equals the quotient of (a) the aggregate number of Micro Focus Fully Diluted Shares outstanding immediately prior to Closing multiplied by the quotient of 50.1% divided by 49.9%, divided by (b) the number of outstanding Seattle Shares immediately prior to Closing. For example, solely for illustrative purposes, assume there are 1,000 Micro Focus Fully Diluted Shares outstanding immediately prior to Closing and 2,000 Seattle Shares outstanding immediately prior to Closing. In order for HPE Stockholders to own Micro Focus ADSs representing 50.1% of the Micro Focus Fully Diluted Shares outstanding immediately following Closing, Micro Focus must issue to

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holders of the outstanding Seattle Shares the Micro Focus ADSs representing a number of Micro Focus Shares equal to 1,000 multiplied by the quotient of 50.1% divided by 49.9%, or 1,004 Micro Focus Shares. The exchange ratio therefore equals the quotient of 1,004 Micro Focus Shares divided by 2,000 Seattle Shares, or 0.502004. With aggregate ownership of Micro Focus ADSs representing 1,004 Micro Focus Shares out of 2,004 Micro Focus Fully Diluted Shares outstanding, HPE Stockholders will hold Micro Focus ADSs representing 50.1% of the Micro Focus Fully Diluted Shares outstanding immediately following Closing. The ADS ratio is defined in the Merger Agreement as one unless otherwise mutually agreed to by Micro Focus and HPE.

As such, the Merger is expected to result in HPE Stockholders as of the close of business on the Distribution Record Date receiving Micro Focus ADSs representing an aggregate number of newly issued Micro Focus Shares equal to 50.1% of the Micro Focus Fully Diluted Shares as of immediately following Closing.

Pursuant to an adjustment provision in the Merger Agreement, in the event that the percentage of outstanding Micro Focus Shares to be received in the Merger by HPE Stockholders with respect to the qualified Seattle Shares (which are Seattle Shares distributed in the Distribution with respect to HPE Shares that were not acquired directly or indirectly pursuant to a plan (or series of related transactions) which includes the Distribution (within the meaning of Section 355(e) of the Code)) would be less than 50.1% of all Micro Focus Shares outstanding immediately following Closing (determined before any adjustment pursuant to this adjustment provision), then at HPE’s election, the exchange ratio will be increased so that the number of Micro Focus Shares to be received in the Merger by HPE Stockholders with respect to such Seattle Shares represents 50.1% of the Micro Focus Shares outstanding immediately following Closing. If such an increase is necessary, then, in certain limited circumstances described in the Merger Agreement, the amount of the Seattle Payment will be decreased.

No fractional Micro Focus ADSs will be issued pursuant to the Merger.

The value of the Consideration Shares and Micro Focus ADSs issued in the Merger, as well as cash in lieu of fractional shares (if any) paid in connection with the Merger will be reduced by any applicable tax withholding.

Conditions to the Merger

The obligations of the parties to the Merger Agreement to consummate the Merger are subject to the satisfaction or, if permitted under applicable law, waiver, of the following conditions:

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the consummation of the Reorganization and the Distribution in all material respects in accordance with the Separation and Distribution Agreement;

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the effectiveness of the registration statements of Micro Focus and Seattle filed with the SEC of which this information statement/prospectus forms a part, the Form F-6 filed by the Depositary with the SEC with respect to the Micro Focus ADSs (to the extent required by law) and the Form 8-A filed by Micro Focus, and the absence of any stop order issued by the SEC or any pending proceeding before the SEC seeking a stop order with respect thereto;

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the approval of the U.K. Prospectus by the U.K. Listing Authority and the U.K. Prospectus having been made publicly available in accordance with the U.K. Prospectus Rules, which condition has been satisfied;

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the approval of the U.K. Circular by the U.K. Listing Authority and the U.K. Circular having been made available to Micro Focus Shareholders in accordance with the U.K. Listing Rules and the Micro Focus Articles, which condition has been satisfied;

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Admission occurring;

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the approval for listing on the NYSE of the Micro Focus ADSs issuable pursuant to the Merger;

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the approval by Micro Focus Shareholders of the Merger and specified related matters, which condition has been satisfied; and

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the absence of any law or action by a governmental authority that enjoins, restrains or prohibits the consummation of the Reorganization, the Distribution or the Merger.

The obligations of Micro Focus, Holdings and Merger Sub to consummate the Merger are subject to the satisfaction or, if permitted by applicable law, waiver, of the following additional conditions:

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the performance of and compliance with all covenants required under the Merger Agreement to be complied with or performed by HPE or Seattle in all material respects at or prior to Closing;

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the truth and correctness in all material respects of specified representations and warranties of HPE and Seattle with respect to corporate organization, due authorization, certain capitalization matters of Seattle, the board and stockholder approvals of HPE and Seattle necessary to effect the Transactions and the absence of brokers’ fees, in each case, as of the date of the Merger Agreement and as of the Closing Date (except for certain representations and warranties that by their terms address matters only as of a specified date, which must be true and correct only as of such specified date);

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the truth and correctness in all respects of specified representations and warranties of HPE relating to Seattle with respect to its capital stock and the absence of a “material adverse effect” with respect to Seattle as of the date of the Merger Agreement and as of the Closing Date (except that the representation and warranty with respect to the capitalization of Seattle will still be deemed true and correct so long as any deviations are de minimis, and except that certain representations and warranties that by their terms address matters only as of a specified date must be true and correct only as of such specified date);

•

the truth and correctness in all respects of all other representations and warranties made by HPE in the Merger Agreement (without giving effect to any materiality, material adverse effect or similar qualifiers) as of the date of the Merger Agreement and as of the Closing Date (except for certain representations and warranties that by their terms address matters only as of a specified date, which must be true and correct only as of such specified date), except to the extent the failure to be so true and correct would not, individually or in the aggregate, have a material adverse effect with respect to Seattle; and

•

the delivery by HPE to Micro Focus of a certificate, dated as of the Closing Date, and signed by a senior officer of HPE, certifying the satisfaction of the conditions described in the preceding four bullet points.

The obligations of HPE and Seattle to effect the Merger are subject to the satisfaction or, if permitted by applicable law, waiver, of the following additional conditions:

•

the performance of and compliance with all covenants required under the Merger Agreement to be complied with or performed by Micro Focus, Holdings or Merger Sub in all material respects at or prior to Closing;

•

the truth and correctness in all material respects of specified representations and warranties of Micro Focus with respect to organization, due authorization, certain capitalization matters, brokers’ fees, certain findings of the Micro Focus Board and the shareholder approvals necessary to effect the Transactions, in each case, as of the date of the Merger Agreement and as of the Closing Date (except for certain representations and warranties that by their terms address matters only as of a specified date, which must be true and correct only as of such specified date);

•

the truth and correctness in all respects of specified representations and warranties of Micro Focus with respect to the capital stock of Micro Focus and the absence of a “material adverse effect” with respect to Micro Focus as of the date of the Merger Agreement and as of the Closing Date (except that the representation and warranty with respect to the capitalization of Micro Focus will still be deemed true and correct so long as any deviations are de minimis, and except that certain representations and warranties that by their terms address matters only as of a specified date must be true and correct only as of such specified date);

•

the truth and correctness in all respects of all other representations and warranties made by Micro Focus, Holdings or Merger Sub in the Merger Agreement (without giving effect to any materiality, material adverse effect or similar qualifiers) as of the date of the Merger Agreement and as of the

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Closing Date (except for certain representations and warranties that by their terms address matters only as of a specified date, which must be true and correct only as of such specified date), except to the extent the failure to be so true and correct would not, individually or in the aggregate, have a material adverse effect with respect to Micro Focus;

•

the delivery by Micro Focus to HPE of a certificate, dated as of the Closing Date, and signed by a senior officer of Micro Focus, certifying the satisfaction of the conditions described in the preceding four bullet points; and

•

the receipt by HPE of the HPE Tax Opinion.

Board of Directors and Management of Micro Focus After the Merger

Kevin Loosemore and Mike Phillips will continue as Executive Chairman and Chief Financial Officer, respectively, of the Enlarged Group. Chris Hsu, who is currently Executive Vice President and General Manager of HPE Software as well as Chief Operating Officer at HPE, will become the Chief Executive Officer of the Enlarged Group at Closing and Stephen Murdoch, who is the current Chief Executive Officer of Micro Focus, will become the Chief Operating Officer of the Enlarged Group at Closing. Nils Brauckmann will continue as Chief Executive Officer of SUSE following Closing.

As a result of the proposed appointments to the Micro Focus Board, at Closing it is expected that the Micro Focus Board will comprise 10 directors, five of whom will be independent under the U.K. Corporate Governance Code. Once an additional independent HPE Nominated Director is appointed following Closing, this will increase the total number of directors to 11 and the number of independent Non-Executive Directors to six.

Risk Factors

Micro Focus Shareholders and HPE Stockholders should carefully consider the matters described in the section entitled “Risk Factors,” as well as other information included in this information statement/prospectus and the other documents incorporated herein by reference.

Debt Financing

On September 7, 2016, in connection with the execution of the Merger Agreement, Micro Focus Group Limited and the Micro Focus Borrower entered into the Micro Focus Commitment Letter and the Seattle Commitment Letter pursuant to which the commitment parties agreed to provide debt financing for the Transactions. On April 28, 2017, pursuant to the terms of the Micro Focus Commitment Letter, Micro Focus Borrower entered into Amendment No. 3 to the Existing Facilities Agreement, which amended its existing facility by combining two tranches into one $1,515 million Facility B-2 term loan, providing for the incremental borrowing of $385 million pursuant to a Facility B-3 term loan and a €470 million (equivalent to approximately $500 million) Euro Facility term loan, and providing for a $500 million Revolving Credit Facility. Pursuant to the Seattle Commitment Letter, the commitment parties will provide a $2.6 billion Seattle Term Loan Facility under a separate credit agreement. See the section entitled “Debt Financing” for further information.

Listing of Micro Focus ADSs on the NYSE

We have applied to list the Micro Focus ADSs on the NYSE under the symbol “MFGP.” We expect trading of the Micro Focus ADSs to begin on September 1, 2017.

Comparison of the Rights of Micro Focus Shareholders and HPE Stockholders

As a result of the Merger, HPE Stockholders as of the close of business on the Distribution Record Date will become holders of Micro Focus ADSs. Following the Merger, HPE Stockholders will have different rights as holders of Micro Focus ADSs than they had as HPE Stockholders due to the differences between, on the one

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hand, the laws of the jurisdiction of incorporation of HPE, which is Delaware, and the certificate of incorporation and bylaws of HPE, and, on the other hand, the laws of the jurisdiction of incorporation of Micro Focus, which is England and Wales, and the Micro Focus Articles. See the section entitled “Comparison of Rights of Micro Focus Shareholders and Micro Focus ADS Holders and HPE Stockholders.”

Termination

The Merger Agreement may be terminated at any time prior to the consummation of the Merger by the mutual written consent of HPE and Micro Focus. Also, subject to specified qualifications and exceptions, either HPE or Micro Focus may terminate the Merger Agreement at any time prior to the consummation of the Merger if:

•

any governmental authority of competent jurisdiction has promulgated, entered, enforced, enacted or issued or deemed applicable to the Merger or the other transactions contemplated by the Merger Agreement any law that permanently prohibits, restrains or makes illegal the Merger or the other transactions contemplated by the Merger Agreement;

•

the Merger has not been consummated on or prior to March 7, 2018; or

•

Micro Focus Shareholders fail to approve the Merger and specified related matters upon a vote taken at the meeting of Micro Focus Shareholders held for such purpose (including any adjournment or postponement thereof).

In addition, subject to specified qualifications and exceptions, HPE may terminate the Merger Agreement if:

•

Micro Focus has breached any representation, warranty, covenant or agreement in the Merger Agreement that would cause any of the conditions to HPE’s and Seattle’s obligation to consummate the Merger not to be satisfied at Closing, and such breach is not cured by the earlier of 60 days after notice of the breach and March 7, 2018, or is incapable of cure prior to March 7, 2018;

•

the Micro Focus Board effects a Change in Recommendation; or

•

Micro Focus has breached in any material respect specified obligations relating to non-solicitation or its obligation to hold the Micro Focus General Meeting to approve the Merger and specified related matters.

In addition, subject to specified qualifications and exceptions, Micro Focus may terminate the Merger Agreement if HPE or Seattle has breached any representation, warranty, covenant or agreement in the Merger Agreement that would cause any of the conditions to Micro Focus’, Holdings’ or Merger Sub’s obligation to consummate the Merger not to be satisfied at Closing, and such breach is not cured by the earlier of 60 days after notice of the breach and March 7, 2018, or is incapable of cure prior to March 7, 2018.

In the event of termination of the Merger Agreement, the Merger Agreement will terminate without any liability on the part of any party except as described below under “—Termination Payment and Expenses Payable in Certain Circumstances,” provided that nothing in the Merger Agreement will relieve any party of liability for fraud or willful breach prior to termination.

Termination Payment and Expenses Payable in Certain Circumstances

The Merger Agreement provides that upon termination of the Merger Agreement under specified circumstances, Micro Focus is required to pay HPE a termination payment of $59,825,000 (the “Termination Payment”). The circumstances under which the Termination Payment will be payable are as follows:

•

if HPE or Micro Focus terminates the Merger Agreement as a result of the failure to obtain the required approval of Micro Focus Shareholders upon a vote taken at a meeting of Micro Focus Shareholders held for such purpose (including any adjournment or postponement thereof);

•

if HPE terminates the Merger Agreement after Micro Focus has breached in any material respect specified obligations relating to non-solicitation or its obligation to hold a special meeting of Micro Focus Shareholders to approve the Merger and specified related matters;

•

if HPE terminates the Merger Agreement following a Change in Recommendation (as defined below) by the Micro Focus Board;

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•

if (i) a Competing Proposal (as defined below) (replacing references to “20%” in that definition with “50%” for purposes of this Termination Payment trigger) with respect to Micro Focus is publicly announced or otherwise communicated to the Micro Focus Board and not publicly withdrawn at least five business days prior to the termination of the Merger Agreement; (ii) Micro Focus consummates, or enters into a definitive agreement with respect to, any Competing Proposal within twelve months of the termination of the Merger Agreement; and (iii) the Merger Agreement is terminated in either of the following circumstances:

•

the outside date of March 7, 2018 is reached without a vote of the Micro Focus Shareholders to approve the Merger and related specified matters having occurred.

In no event will Micro Focus be required to pay the Termination Payment more than once.

If accepted by HPE, payment of the Termination Payment will be HPE’s sole and exclusive remedy for any losses or damages based upon, arising out of or relating to the Merger Agreement, except in the case of willful breach or fraud by Micro Focus.

In addition, because HPE consented in writing on or before October 31, 2016 to the completion of the Debt Financing on or before April 4, 2017, Seattle shall pay HPE the full amount of interest and ticking or other fees and any interest on borrowings incurred to finance such amounts actually paid by HPE (without reduction) no later than ten business days following the Closing Date.

Regulatory Approvals

Each party to the Merger Agreement has agreed to promptly make its respective filings under the HSR Act and to the Committee on Foreign Investment in the United States (“CFIUS”) and to make any other required or appropriate filings under any competition laws with respect to the Transactions and to supply the appropriate governmental authorities with any additional information and documentary material that may be requested pursuant to the HSR Act and such other laws as promptly as practicable. The parties have agreed to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of clearance from the CFIUS and approvals under other applicable competition laws as soon as practicable. As of the date hereof, Micro Focus and HPE have received all of the required antitrust and competition approvals to consummate the Transactions, including the termination of the waiting period under the HSR Act on November 28, 2016 and other regulatory approvals in the European Union, Turkey, Russia, South Africa and Brazil. In addition, CFIUS approved the Transactions on May 1, 2017. See the section entitled “The Transactions—Regulatory Approvals.”

Accounting Treatment

IFRS 3 Business Combinations requires the use of acquisition accounting for business combinations. In applying acquisition accounting, it is necessary to identify both the accounting acquiree and the accounting acquiror. In a business combination effected through an exchange of equity interests, such as the Merger, the entity that issues the interests (Micro Focus in this case) is generally the acquiring entity. In identifying the acquiring entity in a combination effected through an exchange of equity interests, however, all pertinent facts and circumstances must be considered, including the following:

•

The relative voting interests in the combined entity after the combination. In accordance with the exchange ratio agreed to in the Merger Agreement, the HPE Stockholders as of the close of business on the Distribution Record Date will hold Micro Focus ADSs representing 50.1% of the Micro Focus Fully Diluted Shares outstanding immediately following Closing.

•

The composition of the governing body of the combined entity. At Closing, it is expected that the Micro Focus Board will consist of, at a minimum, the current Micro Focus Executive Chairman and Chief Financial Officer, Chris Hsu as Chief Executive Officer, Nils Brauckmann as Chief Executive Officer

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of SUSE, one executive of HPE designated by HPE as a Non-Executive Director and five independent Non-Executive Directors, of which three will be nominated by Micro Focus and two will be HPE Nominated Directors. An additional independent HPE Nominated Director will be appointed following Closing. All proposed director appointments must be approved by the Nomination Committee and will be subject to election by the Micro Focus Shareholders on an annual basis by a simple majority vote.

•

The composition of the senior management of the combined entity. Kevin Loosemore and Mike Phillips will continue as Executive Chairman and Chief Financial Officer, respectively, of the Enlarged Group following Closing. Chris Hsu (currently Executive Vice President and General Manager of HPE Software as well as Chief Operating Officer at HPE) will become Chief Executive Officer of the Enlarged Group at Closing. Stephen Murdoch (the current Chief Executive Officer of Micro Focus) will become the Chief Operating Officer of the Enlarged Group at Closing. Nils Brauckmann will continue as Chief Executive Officer of SUSE following Closing.

Micro Focus’ management has determined that Micro Focus represents the accounting acquirer in this combination based on analysis of the facts and circumstances outlined above. Micro Focus will apply acquisition accounting to the acquired assets and assumed liabilities of Seattle upon consummation of the Merger. Upon completion of the Transactions, the historical financial statements will reflect only the assets and liabilities of Micro Focus.

U.S. Federal Income Tax Consequences of the Distribution and Merger

It is intended that the Distribution, taken together with the Contribution, qualify for U.S. federal income tax purposes as a “reorganization” under Sections 368(a)(1)(D), 361 and 355 of the Code, upon which no income, gain or loss is recognized by HPE or Seattle (except for certain items required to be recognized under Treasury Regulations regarding consolidated federal income tax returns). Provided that the Distribution and Contribution so qualify, HPE and HPE Stockholders will generally not recognize any taxable income, gain or loss as a result of the Distribution for U.S. federal income tax purposes.

The Merger is intended to qualify as a reorganization under Section 368(a) of the Code. However, pursuant to certain rules contained in Section 367(a) of the Code and the Treasury Regulations promulgated thereunder, U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Consequences of the Distribution and the Merger”) will generally recognize gain, if any, but not loss, on the exchange of Seattle Shares for Micro Focus ADSs pursuant to the Merger.

The consummation of the Transactions is conditioned upon the receipt by HPE of the HPE Tax Opinion. An opinion of tax counsel neither binds the IRS nor precludes the IRS or the courts from adopting a contrary position. HPE intends to request a ruling from the IRS on certain issues related to the U.S. federal income tax consequences of the Distribution. The receipt of any such ruling is not a condition to HPE’s and Seattle’s obligation to consummate the Transactions, and there can be no assurance that any or all of such requested rulings will be received. If the Distribution or certain related transactions fail to qualify for the intended tax treatment, HPE and/or HPE Stockholders may be subject to substantial U.S. federal income taxes.

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SUMMARY HISTORICAL, PRO FORMA AND SUPPLEMENTAL FINANCIAL DATA

Summary Historical Consolidated Financial Data of Micro Focus

The following table sets forth certain of Micro Focus’ consolidated financial data, prepared in accordance with IFRS. The summary historical consolidated financial data as of and for the years ended April 30, 2015, 2016 and 2017 are derived from Micro Focus’ audited consolidated financial statements, which are included elsewhere in this information statement/prospectus.

In the opinion of Micro Focus’ management, the unaudited data reflects all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of results as of and for these periods. The historical results are not necessarily indicative of results to be expected in any future period.

The summary historical consolidated financial data presented below should be read in conjunction with the section entitled “Management’s Discussion and Analysis of the Financial Condition and Results of Operations of Micro Focus” and Micro Focus’ consolidated financial statements and the related notes thereto, which are included elsewhere in this information statement/prospectus. The summary historical consolidated financial data in this section are not intended to replace Micro Focus’ financial statements and the related notes thereto.

	As of and for the Year Ended April 30,
(in thousands)	2015			2016			2017
Statement of Comprehensive Income Data:
Revenue	$	834,539		$	1,245,049		$	1,380,702
Costs and expenses:
Cost of sales	$	140,547		$	230,174		$	237,169
Selling and distribution costs		290,475			416,333			467,084
Research and development expenses		113,292			164,646			180,104
Administrative expenses		142,989			138,962			202,902
		687,303			950,115			1,087,259
Operating profit		147,236			294,934			293,443
Other income (expense):
Share of results of associates		(788	)		(2,190	)		(1,254	)
Net finance costs		(55,021	)		(97,348	)		(95,845	)
Profit before tax		91,427			195,396			196,344
Income tax benefit (expense), net		10,024			(32,424	)		(38,541	)
Net income	$	101,451		$	162,972		$	157,803
Statement of Financial Position Data:
Total current assets	$	460,967		$	954,361		$	442,193
Total noncurrent assets	$	3,879,634		$	3,681,332		$	4,203,764
Total assets	$	4,340,601		$	4,635,693		$	4,645,957
Total current liabilities	$	988,030		$	1,061,797		$	944,697
Total noncurrent liabilities	$	2,074,510		$	1,980,168		$	2,087,770
Total liabilities	$	3,062,540		$	3,041,965		$	3,032,467
Total equity	$	1,278,061		$	1,593,728		$	1,613,490
Total liabilities and equity	$	4,340,601		$	4,635,693		$	4,645,957

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Summary Historical Combined Financial Data of Seattle

The following table presents the summary historical combined financial data for Seattle, prepared in accordance with U.S. GAAP. The Combined Statements of Operations data and the Combined Statements of Cash Flows data for the six months ended April 30, 2016 and 2017 and the Combined Balance Sheets data as of April 30, 2017 are derived from Seattle’s unaudited Condensed Combined Financial Statements included elsewhere in this information statement/prospectus. The Combined Statements of Operations data and the Combined Statements of Cash Flows data for each of the three fiscal years ended October 31, 2016 and the Combined Balance Sheets data as of October 31, 2015 and 2016 set forth below are derived from Seattle’s audited Combined Financial Statements included elsewhere in this information statement/prospectus. The Combined Balance Sheets data as of October 31, 2014 is derived from Seattle’s audited Combined Financial Statements that are not included in this information statement/prospectus.

The summary historical combined financial data should be read in conjunction with the sections entitled “Selected Historical Combined Financial Data of Seattle,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Seattle,” and Seattle’s Combined and Condensed Combined Financial Statements and accompanying notes included elsewhere in this information statement/prospectus. Seattle’s summary historical combined financial data presented below may not be indicative of its future performance and does not necessarily reflect what Seattle’s financial position and results of operations would have been had it been operating as a standalone public company during the periods presented, and the results for the six months ended April 30, 2017 are not necessarily indicative of the results that may be expected for the full fiscal year. The summary historical combined financial data in this section are not intended to replace Seattle’s Combined and Condensed Combined Financial Statements and the accompanying notes thereto.

	As of and for the Fiscal Years Ended October 31									As of and for the Six Months Ended April 30
(in millions)	2014			2015			2016			2016			2017
Combined Statements of Operations
Net revenue	$	3,933		$	3,622		$	3,195		$	1,554		$	1,406
Earnings (loss) from operations		415			321			238			109			(48	)
Net earnings (loss)		361			391			80			124			(39	)

Combined Balance Sheets
Total assets	$	11,634		$	10,979		$	10,647					$	10,460
Total capital lease obligations		21			32			36						39

Combined Statements of Cash Flows
Net cash provided by operating activities	$	708		$	235		$	123		$	253		$	176
Net cash (used in) provided by investing activities		(16	)		40			211			222			(17	)
Net cash used in financing activities		(813	)		(322	)		(354	)		(455	)		(122	)

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Summary Unaudited Pro Forma Condensed Combined Financial Information

The following table presents the summary unaudited pro forma condensed combined financial information of Micro Focus and Seattle, based upon the historical financial statements of each of Micro Focus and Seattle included elsewhere in this information statement/prospectus, after giving effect to the Merger, as further described in the section entitled “The Transactions—Transaction Steps.”

The unaudited pro forma condensed combined statement of comprehensive income for the year ended April 30, 2017 gives effect to the Merger as if it had occurred on May 1, 2016, the first day of Micro Focus’ fiscal year ended April 30, 2017, while the unaudited pro forma condensed combined statement of financial position as of April 30, 2017 gives effect to the Merger as if it had occurred on that date. The unaudited pro forma condensed combined financial information does not include adjustments for other acquisitions completed by Micro Focus or Seattle during the periods presented, as these acquisitions were not considered significant individually or in the aggregate.

The summary unaudited pro forma condensed combined financial information is only a summary and does not purport to be complete, and should be read in conjunction with:

•

The section entitled “Unaudited Pro Forma Condensed Combined Financial Information”;

•

Micro Focus’ audited consolidated financial statements and related notes as of and for the year ended April 30, 2017, as well as the section entitled “Management’s Discussion and Analysis of the Financial Condition and Results of Operations of Micro Focus”; and

•

Seattle’s audited combined financial statements and related notes as October 31, 2016 and 2015 and for the fiscal years ended October 31, 2016, 2015 and 2014, and Seattle’s unaudited condensed combined financial statements and related notes as of and for the six months ended April 30, 2017, as well as the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Seattle.” See “Index to Financial Statements.”

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Merger occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Enlarged Group will experience after the completion of the Merger. The unaudited pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits from the Merger including potential synergies that may be derived in future periods.

Micro Focus Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income for the Year Ended April 30, 2017

(In millions of U.S. dollars, except for per share data)	Historical Micro Focus for the year ended April 30, 2017			Adjusted Seattle for the twelve months ended April 30, 2017			Pro forma merger adjustments			Total pro forma combined
Revenue	$	1,381		$	3,053		$	—		$	4,434
Cost of sales comprising:
Cost of sales (excluding amortization of capitalized development costs and acquired technology intangibles)		(146	)		(823	)		—			(969	)
Amortization of product development costs		(22	)		—			—			(22	)
Amortization of acquired technology intangibles		(69	)		(97	)		(62	)		(228	)
Cost of sales		(237	)		(920	)		(62	)		(1,219	)
Gross profit	$	1,144		$	2,133		$	(62	)	$	3,215

Selling and distribution costs		(467	)		(994	)		(437	)		(1,898	)
Research and development expenses comprising:
Expenditure incurred in the year		(208	)		(526	)		—			(734	)
Capitalization of product development costs		28			—			—			28
Research and development expenses		(180	)		(526	)		—			(706	)
Administrative expenses		(203	)		(546	)		321			(428	)
Operating profit	$	294		$	67		$	(178	)	$	183

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(In millions of U.S. dollars, except for per share data)	Historical Micro Focus for the year ended April 30, 2017			Adjusted Seattle for the twelve months ended April 30, 2017			Pro forma merger adjustments			Total pro forma combined
Share of results of associates and gain on dilution of investment		(1	)		—			—			(1	)
Finance costs		(97	)		(72	)		(148	)		(317	)
Finance income		1			13			—			14
Profit (loss) before tax		197			8			(326	)		(121	)
Taxation		(39	)		(123	)		108			(54	)
Profit (loss) for the period	$	158		$	(115	)	$	(218	)	$	(175	)
Attributable to:
Equity shareholders of the parent		158			(115	)		(218	)		(175	)
Noncontrolling interests		—			—			—			—
Profit (loss) for the period	$	158		$	(115	)	$	(218	)	$	(175	)

Earnings (loss) per share attributable to equity shareholders of the parent:
Basic	$	0.69								$	(0.40	)
Diluted	$	0.67								$	(0.40	)

Weighted average shares outstanding:
(in millions)
Basic		229						206			435
Diluted		237						198			435

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Micro Focus Unaudited Pro Forma Condensed Combined Statement of Financial Position as of April 30, 2017

(In millions of U.S. dollars)	Historical Micro Focus as of April 30, 2017		Adjusted Seattle as of April 30, 2017		Pro forma merger adjustments			Total pro forma combined as of April 30, 2017
Non-current assets
Goodwill	$	2,829	$	8,095	$	(4,081	)	$	6,843
Other intangible assets		1,089		339		6,196			7,624
Property, plant and equipment		41		147		44			232
Investments in associates		12		—		—			12
Long-term pension assets		22		—		—			22
Other non-current assets		3		139		—			142
Deferred tax assets		208		964		—			1,172
		4,204		9,684		2,159			16,047
Current assets
Inventories		—		5		—			5
Trade and other receivables		289		604		—			893
Current tax receivables		2		—		—			2
Cash and cash equivalents		151		167		285			603
Assets classified as held for sale		—		—		—			—
		442		776		285			1,503
Total assets	$	4,646	$	10,460	$	2,444		$	17,550
Current liabilities
Trade and other payables	$	170