UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K |
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of: October 2018
Commission File Number: 001-38187
MICRO FOCUS INTERNATIONAL PLC (Exact name of registrant as specified in its charter) |
The Lawn, 22-30 Old Bath Road
Newbury, Berkshire
RG14 1QN
United Kingdom
+44 (0) 1635-565-459
(Address of principal executive office)
Indicate by check mark whether this registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
CONTENTS
| Exhibit No. | Exhibit Description |
| 99.1 | TR-1: Notification of major holdings, dated 05 October 2018 |
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Micro Focus International plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
| Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
| An acquisition or disposal of voting rights | X | |||||
| An acquisition or disposal of financial instruments | X | |||||
| An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
| Name | Elliott Capital Advisors L.P.(for itself and related general partners and investment managers) | |||||
| City and country of registered office (if applicable) | Delaware | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
| Name | Elliott International, L.P, Elliott Associates L.P, The Liverpool Limited Partnership | |||||
| City and country of registered office (if applicable) | Grand Cayman, Cayman Islands; Delaware, US; Hamilton, Bermuda | |||||
5. Date on which the threshold was crossed or reachedvi: | 02/10/2018 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 04/10/2018 | |||||
| 7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
| Resulting situation on the date on which threshold was crossed or reached | Below 5% | 430,326,335 | ||||
Position of previous notification (if applicable) | 1.43% | 3.67% | 5.10% | |||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
| A: Voting rights attached to shares | |||||||||
Class/type ofshares ADR's ISIN codeUS5948373049 | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
| SUBTOTAL 8. A | Below 5% | Below 5% | |||||||
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
| Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
| SUBTOTAL 8. B 1 | |||||||||
| B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument Ordinary Shares: GB00BD8YWM01 | Expirationdatex | Exercise/Conversion Periodxi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
| SUBTOTAL 8.B.2 | Below 5% | Below 5% | |||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | ||||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
10. In case of proxy voting, please identify: | ||||
| Name of the proxy holder | ||||
| The number and % of voting rights held | ||||
| The date until which the voting rights will be held | ||||
11. Additional informationxvi | ||||
| Place of completion | London, UK |
| Date of completion | 03/10/2018 |
SIGNATURE
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, thereto duly authorized.
Date: 05 October 2018
Micro Focus International plc
| By: | /s/ Chris Kennedy | |
| Name: | Chris Kennedy | |
| Title: | Chief Financial Officer |