SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2, 2002
MERANT plc
(Translation of Registrant's Name Into English)
The Lawn, Old Bath Road, Newbury, England RG14 1QN
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or
will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F _____
-------
(Indicate by check mark whether the registrant by
furnishing the information contained in this form is also thereby
furnishing the information to the Commission pursuant to Rule 12g3-
2(b) under the Securities Exchange Act of 1934.)
Yes X No _____
-------
(If "Yes" is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2 (b): 82-795.)
LONDON STOCK EXCHANGE ANNOUNCEMENT
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the action you should take, you
should immediately consult your stockbroker, bank manager, solicitor,
accountant or other independent financial advisor duly authorised
pursuant to the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all or any of your
shares in MERANT plc, please consult your stockbroker, bank or other
agent through whom the sale or transfer was effected without delay in
order that a copy of this document can be forwarded to the purchaser or
transferee of your shares.
(Registered in England and Wales No. 1709998)
Proposed Authority to Make Market Purchases of Shares
and Notice of an Extraordinary General Meeting
Directors:
J Michael Gullard (Chairman, Non-Executive Director)
Harold Hughes (Non-Executive Director)
Michel Berty (Non-Executive Director)
Barry X Lynn (Non-Executive Director)
Don C Watters (Non-Executive Director)
Gerald Perkel (Chief Executive Officer)
Registered Office:
The Lawn
22-30 Old Bath Road
Newbury
Berkshire
RG14 1QN
UK
Dear Shareholder,
2 May 2002
MERANT plc (MERANT or the Company) stated in its third
quarter results announced on 5 March 2002 that it intended to write to
shareholders seeking authority to make further purchases of its
own ordinary shares of 2 pence each (Shares).
The purpose of this letter is to explain the proposal set out
below to grant a new authority for MERANT to make additional purchases
of its Shares, which will be considered at an Extraordinary General
Meeting of the Company to be held at 9 am on 6 June 2002 at the offices
of UBS Warburg, 1 Finsbury Avenue, London EC2M 2PP, UK (the EGM). The
Notice of the EGM is set out at the end of this document.
Background
On 12 December 2001, MERANT announced its intention to buy back
up to approximately 20.2 million Shares amounting to approximately 15%
of the Company s then issued share capital and to return a minimum
amount of capital to shareholders equal to the level of the
distributable reserves (which were estimated at approximately GPB35
million as at 31 October 2001). Following this announcement and up to
15 January 2002, the Company bought back for cancellation approximately
11.8 million Shares, representing total payments of approximately
GPB13.2 million to the selling shareholders. The Company repurchased
for cancellation approximately a further 8.4 million Shares between 7
March 2002 and 9 April 2002 for approximately GPB9.9 million in
aggregate.
These purchases were conducted in accordance with and pursuant
to the authority for the Company to buy back Shares granted by
Resolution No. 7 passed at the Annual General Meeting of the Company
held on 28 November 2001 (the Authority). Since 12 December 2001,
MERANT has repurchased for cancellation a total of approximately 20.2
million Shares at a volume weighted average price of approximately 114
pence, representing total payments of approximately GPB23.1 million to
the selling shareholders. This is the maximum number of Shares the
Company was authorised to purchase under the Authority.
The Directors believe that a further buy back of Shares in the
market currently provides the most appropriate way to return excess
cash resources to shareholders, by providing an opportunity to
enhance liquidity for shareholders wishing to sell in the market and
enhance earnings per Share for those wishing to retain their Shares.
The Company has exhausted the Authority and your Directors are
therefore seeking a new general authority (the New Authority) from
shareholders by way of a special resolution to be proposed at the EGM
(the Resolution), to buy back up to an additional 17,253,922 Shares.
Proposed New Authority to buy own Shares
Your Directors are seeking a new authority for market purchases
by the Company, subject to the limits referred to below, of up to
17,253,922 Shares, representing just under 15% of the issued share
capital of the Company as at the date of this document.
The price per Share paid under the New Authority would not be
less than the nominal value of 2 pence per Share nor more than 5% above
the average of the middle market quotations for one Share, as derived
from the London Stock Exchange Daily Official List, for the 5 business
days preceding the date of purchase.
The Directors may use the New Authority, either in part or in
whole, as part of the process of returning excess capital to
shareholders. Purchases will only be made where, in the opinion of the
Directors, they are in the interests of the Company and where they
should result in an improvement in earnings per Share for the remaining
shareholders. The Directors in their discretion may elect not to
purchase any shares under the New Authority.
At the date of this document, the Company has outstanding
options to subscribe for 25,080,386 Shares, representing approximately
21.8 per cent of the issued share capital of the Company at that date.
If the New Authority were utilised in full, the outstanding options
would represent approximately 25.7 per cent of the issued share
capital.
Taxation
General
The following summary of the tax treatment in the United Kingdom
of the market purchase by the Company of Shares is intended as a
general guide only. It is based on United Kingdom tax law and published
Inland Revenue practice at the date of this document. It applies only
to persons holding Shares as an investment. Shareholders who are in any
doubt as to the potential tax consequences of selling their Shares or
who are or may be subject to tax in another jurisdiction should consult
an appropriate professional adviser.
For the Shareholder
A sale to a dealer in the market by a shareholder will normally
constitute a disposal for the purposes of United Kingdom taxation of
capital gains. A charge to United Kingdom taxation on capital gains may
therefore arise for a shareholder who is resident (or ordinarily
resident) in the United Kingdom, depending on the shareholder s
individual circumstances and subject to available exemptions, relief
and allowable losses. This treatment may not apply to sales of Shares
that are made on the market but between specific parties.
A shareholder who is not resident (or ordinarily resident) in
the United Kingdom and does not hold Shares for the purposes of a trade
profession or vocation carried on in the United Kingdom through a
branch or agency will not normally be liable to UK taxation on capital
gains in respect of any disposal of Shares. Special rules apply to
shareholders who are temporarily resident outside the United Kingdom.
Under the anti-avoidance rules in section 703 of the Income and
Corporation Taxes Act 1988 (section 703), the Inland Revenue could
seek to treat certain shareholders as receiving sale proceeds as income
rather than capital. Section 703 does not apply to transactions entered
into for bona fide commercial reasons which do not involve as one of
their main objects the obtaining of a tax advantage. The Company has
not made an application for clearance under section 703. Shareholders
are advised to take independent advice on the potential application of
section 703 to any sale of Shares.
For MERANT
The Company will be required to pay stamp duty at the rate of
0.5 per cent. (rounded up to the nearest GPB5) of the purchase price on
the purchase for cancellation of Shares.
Action to be taken
A form of proxy for use in connection with the EGM is enclosed.
Whether or not you intend to attend the EGM, you should complete the
form of proxy in accordance with the instructions printed thereon and
return it so that it is received by the Company s Registrars, Lloyds
TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6DA, as soon
as possible and, in any event, so as to arrive not later than 9 am on 4
June 2002. Completion and return of the form of proxy will not preclude
you from attending the EGM and voting in person, if you wish to do so.
Recommendation
The Directors consider that the passing of the Resolution is in
the best interests of the Company and its shareholders as a whole.
Accordingly, the Directors unanimously recommend you to vote in favour
of the Resolution to be proposed at the EGM, as they intend to do in
respect of their aggregate holdings of 201,805 Shares in which they are
beneficially interested, being approximately 0.2% of the Shares in
issue at the date of this document.
Yours sincerely
J Michael Gullard
Chairman, Non-executive Director
MERANT PLC
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of MERANT
plc will be held at the offices of UBS Warburg, 1 Finsbury Avenue,
London EC2M 2PP, at 9 am on 6 June 2002 for the purpose of considering
and, if thought fit, passing the following resolution which will be
proposed as a special resolution:-
SPECIAL RESOLUTION
THAT in accordance with Section 166 of the Companies Act 1985 (the
Act), the Company is hereby generally and unconditionally authorised
to make market purchases (within the meaning of Section 163(3) of the
Act) of ordinary shares of 2 pence each in the capital of the Company
(Ordinary Shares) PROVIDED THAT:
(a) the maximum aggregate number of Ordinary Shares hereby authorised
to be purchased is 17,253,922;
(b) the minimum price which may be paid for an Ordinary Share is 2
pence per share (exclusive of expenses);
(c) the maximum price (exclusive of expenses) which may be paid for
an Ordinary Share is an amount equal to 105 per cent of the average of
the middle market quotations for an Ordinary Share, as derived from the
London Stock Exchange Daily Official List, for the 5 business days
immediately preceding the date of purchase;
(d) the authority hereby conferred shall expire on 6 June 2003,
unless such authority is renewed on or prior to such date; and
(e) the Company may make a contract or contracts to purchase Ordinary
Shares under the authority hereby conferred prior to the expiry of such
auuthority which will or may be completed or executed wholly or partly
after the expiry of such authority and may make a purchase of Ordinary
Shares in pursuance of any such contract as if the authority hereby
conferred had not expired.
Notes:
1. A member entitled to attend and vote at the meeting is entitled
to appoint a proxy or proxies to attend and, on a poll, to vote in his
or her place. A proxy need not be a member of the Company. Members
wishing to vote by proxy may use the enclosed form of proxy.
2. To be valid, the form of proxy, together with the power of
attorney or other authority (if any) under which it is signed or a
notarially certified copy of such power of attorney or authority must
be deposited at the office of the Company s Registrars, Lloyds TSB
Registrars, The Causeway, Worthing, West Sussex, BN99 6ZL not later
than 9 am on 4 June 2002.
3. Completion of the form of proxy will not preclude a member from
attending and voting in person at the meeting should he or she so wish.
4. Pursuant to regulation 41 of The Uncertificated Securities
Regulations 2001, the Company specifies that only those members
registered in the register of members of the Company as at 6 pm on 4
June 2002 shall be entitled to attend or vote at the meeting in respect
of the number of shares registered in their name at that time. Changes
to entries in the register after 6 pm on 4 June 2002 shall be
disregarded in determining the right of any person to attend or vote at
the meeting.
By order of the Board
Stephen M. Going
Secretary
Registered Office
The Lawn, 22-30 Old Bath Road
Newbury, Berkshire RG14 1QN
2 May 2002
EXTRAORDINARY GENERAL MEETING
6 June 2002 AT 9 am
Form of Proxy
I/We of
* being (a) holder(s) of Ordinary Shares of 2 pence each in the capital
of MERANT plc (the Company) hereby appoint the Chairman of the
Meeting ** ..as my/our proxy to vote for me/us
and on my/our behalf at the Extraordinary General Meeting to be held at
the offices of UBS Warburg, 1 Finsbury Avenue, London EC2M 2PP at 9 am
on 6 June 2002 and at any adjournment thereof, and in respect of the
resolution set forth in the Circular to shareholders of the Company
dated 2 May 2002 to vote as follows:
Special Resolution
For*** Against***
To authorise market purchases by MERANT plc of its ordinary shares.
Signed Date 2002
(To be valid this Form of Proxy must be signed)
Notes:
1* Please complete in block capitals with your full name and
address.
2** If you wish to appoint some person other than the Chairman of the
Meeting, please cross out the words *the Chairman of the Meeting* and
insert the full name(s) of the person(s) you wish to appoint. A proxy
need not be a member of the Company.
3*** Please indicate, by inserting a cross in the appropriate box, how
you wish your votes to be cast on the Resolution. If you sign this Form
of Proxy and return it without any specific directions, your proxy will
vote or abstain at his discretion. The proxy will act at his discretion
in relation to any other business arising at the meeting (including any
resolution to amend the resolution or to adjourn the meeting). This
proxy will only be used in the event of a poll being directed or
demanded.
4 This Form of Proxy must be deposited at the offices of the
Company s Registrars, Lloyds TSB Registrars, The Causeway, Worthing,
West Sussex, BN99 6ZL, NOT LATER than 9 am on 4 June 2002, together
with the power of attorney or other authority (if any) under which it
is signed or a notarially certified copy thereof. The completion and
return of this Form of Proxy will not, however, preclude (a)
shareholder(s) from attending and voting at the Meeting if he/they so
wish.
5 Any alterations to this Form of Proxy should be initialled.
6 In the case of joint holders, the signature of any one holder
will be sufficient, but the names of all joint holders should be given
and the vote of the first-named holder in the register of members will
be accepted to the exclusion of other joint holders.
7 In the case of a corporation, this Form of Proxy should either be
given under its common seal or be signed on its behalf by an officer or
attorney duly authorised.
Printed by St Ives Burrups B663223/7569
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex
BN99 6ZL
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
MERANT plc
(Registrant)
Date: May 2, 2002 By: /s/ Stephen Going
--------------------------------------
Stephen Going
Vice President & General Counsel