The company has issued a Circular that discusses the transaction and provides guidance for US shareholders as to the federal income tax consequences of the transaction. You can get that Circular here
https://investors.microfocus.com/umbraco/surface/Disclaimer/ShowDisclaimerConfirm?mediaid=2273#
by selecting your country of residence and then clicking the "Submit" button. The specific section of the circular relating to US Federal Income Tax Consequences starts on page 43 of the Circular. I've pulled out the "meat" of this information as posted below:
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The summary of certain US federal income tax consequences set out below is for general
information only and is subject to the considerations set out above. It is not a substitute for
careful tax planning and advice. US holders are urged consult their own independent
professional tax adviser, as to the particular tax consequences to them of the B Share
Scheme, the applicability and effect of state, local, non-US and other tax laws (including the
US federal estate and gift tax laws) and possible changes in tax law.
1.1 General
The US federal income tax consequences of the B Share Scheme to US holders are not
entirely clear. That is, in part, because the B Share Scheme involves a series of transactions
executed under UK law for which there is no direct analogue under US federal income tax
laws. While the Section below sets forth the Company’s determination of the most likely
US federal income tax consequences of the B Share Scheme, certain other interpretations
are possible that could result in materially different US federal income tax consequences to
US holders.
As described above, the Company intends to redeem the B Shares in full shortly after, and
as part of the same plan as, the pro rata issuance of such B Shares to holders of Existing
Ordinary Shares. Accordingly, the Company intends to take the position that, for US federal
income tax purposes, the issuance of the B Shares should be disregarded and the
redemption price of the B Shares should be treated as a distribution of cash to holders of
Existing Ordinary Shares that is separate from the Share Capital Consolidation. In addition,
the Company intends to take the position that US holders should not recognise gain or loss
on the receipt of New Ordinary Shares pursuant to the Share Capital Consolidation (other
than with respect to any fractional entitlement to New Ordinary Shares for which cash is
received).
The remainder of this Section more fully discusses the US intended federal income tax
treatment of the B Share Scheme and certain of the potential consequences to US holders.
US holders are urged to consult their own independent professional tax advisers regarding
the appropriate characterisation of the B Share Scheme for US federal income tax purposes.
1.2 Receipt of B Shares
US holders should not recognise taxable income or loss as a result of the receipt of
B Shares.
1.3 Redemption of B Shares
The redemption proceeds paid to a US holder upon the redemption of B Shares should, to
the extent paid out of the current or accumulated earnings and profits of the Company (as
determined under US tax principles), be treated as a dividend for US federal income tax
purposes. Because the Company does not intend to determine its earnings and profits on
the basis of US federal income tax principles, any redemption proceeds paid generally will
be reported as a “dividend” for US federal income tax purposes. Any such dividend income
recognised by a US holder generally will be foreign source income. Individual US holders
generally are taxed on dividends at ordinary income rates. However, an individual US holder
that receives a dividend from a “qualified foreign corporation” may be eligible for reduced
rates of taxation, provided the US holder satisfies certain holding period and other
requirements. In order to be treated as a “qualified foreign corporation,” the Company must
be eligible for benefits of the United States income tax treaty with the United Kingdom.
Although the Company believes that it is currently eligible for such treaty benefits, there can
be no assurance that this will be the case for any taxable year or that such position would
not be challenged by the IRS or sustained by a court. Individual US holders should consult
their own independent professional tax advisers regarding their eligibility to claim such
reduced rate based on their particular circumstances.
To the extent that the redemption proceeds paid to a US holder exceed such US holder’s
allocable share of the Company’s current and accumulated earnings and profits (as
determined under US tax principles), the proceeds will first be treated as a tax-free return of
capital, causing a reduction in such US holder’s adjusted basis in its Ordinary Shares or
ADSs, and thereafter as gain from the sale or exchange of a capital asset. Any such gain or
loss generally would be capital gain. However, as indicated above, the Company expects to
report the entire payment of the B Share redemption proceeds as a dividend for US federal
income tax purposes.
Payment of the B Share redemption proceeds, as well as any amounts received with respect
to fractional share entitlement as a result of the Share Capital Consolidation, described
below, will be made in pounds sterling. Accordingly, the amount realised by a cash basis US
holder (or an electing accrual basis US holder) upon the receipt of pounds sterling generally
will equal the US dollar value of the pounds sterling calculated by reference to the
US dollar/pound sterling exchange rate in effect on the date the payment is includible in the
income of such US holder, regardless of whether the pounds sterling is converted into
US dollars on such date. If the pounds sterling received is not converted into US dollars on
such date, such US holder will have a tax basis in the pounds sterling equal to such US
dollar value and any gain or loss realised on a subsequent conversion or other disposal of
the pounds sterling will be treated as US source ordinary income or loss. Each US holder,
including an accrual basis US holder that has not elected to use the US dollar/pound sterling
exchange rate in effect on the date its redemption proceeds are includable in its income,
should consult with its own independent professional tax adviser as to the consequences in
its particular circumstances of the receipt and exchange of pounds sterling.
1.4 Share Capital Consolidation
Except to the extent of any fractional entitlement to New Ordinary Shares for which cash is
received (discussed below), US holders generally will not recognise gain or loss on the
receipt of New Ordinary Shares pursuant to the Share Capital Consolidation and should
have the same holding period and tax basis in the New Ordinary Shares received as they
had in their Existing Ordinary Shares.
If a US holder receives cash proceeds with respect to a fractional entitlement as a result of
the Share Capital Consolidation, such US holder should be treated as if a fractional share of
a New Ordinary Share had been received by the US holder as part of the Share Capital
Consolidation and then sold by such US holder. Accordingly, such US holder should
recognise gain or loss equal to the difference between the amount realised with respect to
such fractional share and the portion of the tax basis in its New Ordinary Shares that is
allocable to such fractional share. Such gain or loss will be treated for US federal income tax
purposes as capital gain or loss, which generally will be long-term capital gain or loss if the
Ordinary Shares or ADSs have been held for more than one year at the time the fractional
entitlements to the New Ordinary Shares are sold in the market. The net amount of long-term
capital gain recognised by a non-corporate US holder generally will be subject to reduced
rates of taxation. Any such gain realised by a US holder generally will constitute income from
sources within the United States for foreign tax credit purposes and constitute “passive
category” income for such purposes. The deductibility of capital losses is subject to
limitations.
US holders should not recognise taxable income or loss as a result of the receipt of Deferred
Shares.
1.5 Information reporting and backup withholding
In general, dividend payments with respect to Ordinary Shares and ADSs and proceeds from
the sale or other disposition of Ordinary Shares or ADSs made (or deemed made) within the
United States may be subject to information reporting to the IRS and US backup withholding
currently at a rate of 24 per cent. Backup withholding will generally not apply to a holder who:
- furnishes a correct taxpayer identification number and certifies, under penalties of
perjury, that such holder is not subject to backup withholding on an IRS Form W-9, and
otherwise complies with applicable requirements of the backup withholding rules;
- is a corporation or otherwise exempt from backup withholding and, when required,
demonstrates this fact in accordance with applicable Treasury regulations; or
- provides a certification of non-US status on an IRS Form W-8BEN or W-8BEN-E (or
on an other applicable successor form).
Backup withholding is not an additional tax. Amounts withheld under the backup withholding
rules may be allowed as a credit against a holder’s US federal income tax liability and may
entitle the holder to a refund, provided the holder timely furnishes the required information
to the IRS. US holders should consult their own independent professional tax advisers
regarding the application of the information reporting and backup withholding rules.
The preceding discussion is intended only as a summary of certain US federal income
tax consequences of the B Share Scheme for US holders of Ordinary Shares or ADSs,
as applicable, and does not purport to be a complete analysis or discussion of all
potential tax consequences relevant thereto. US holders are urged to consult their
own independent professional tax advisers as to the specific tax consequences to
them of the B Share Scheme, including tax return reporting requirements, the
applicability and effect of US federal, state, and local and non-US tax laws, and the
effect of any proposed changes in the tax laws.
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My impression - and that's all it is because I haven't taken the time to fully comprehend the transaction - is that you're on the right track here and could simply enter "$0.00" as the basis. But you should probably read the entire relevant section of the Circular and come to your own conclusion.
