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: March 2022
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 | Directors PDMR Notification, dated 01 March 2022 |
1 March 2022
Micro Focus International plc
("Micro Focus" or the "Company")
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulations.
The Company announces that the Deferred Share Bonus Award granted to Chief Executive Officer, Stephen Murdoch, on 28 February 2019 over 10,013 ordinary shares of 10 pence each in the Company ("Ordinary Shares") under the Micro Focus International plc Deferred Share Bonus Plan ("Award") vested on 28 February 2022 and were released, subject to sales of shares for tax withholding and dealing costs, on 1 March 2022. In addition, 2,719 Ordinary Shares were released, subject to tax withholding and dealing costs, in respect of the dividend equivalent entitlement attached to the Award.
The Award represented the one-third share deferral element of the annual bonus which was payable to Stephen Murdoch in relation to the financial period ended 31 October 2018.
The notification below, made in accordance with the requirements of Article 19 of the EU Market Abuse Regulations, gives further details.
1 | Details of the person discharging managerial responsibilities | |||
a) | Name | Stephen Murdoch | ||
2 | Reason for the notification | |||
a) | Position/status | Chief Executive Officer (PDMR) | ||
b) | Initial notification /Amendment | Initial Notification | ||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
a) | Name | Micro Focus International plc | ||
b) | LEI | 213800F8E4X648142844 | ||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 10 pence each ("Ordinary Shares") GB00BJ1F4N75 | ||
b) | Nature of the transaction | 1) | Vesting and release of the 2019 Deferred Share Bonus Award granted on 28 February 2019 over 10,013 Ordinary Shares under the Micro Focus International plc Deferred Share Bonus Plan ("Award"), together with 2,719 Ordinary Shares released in respect of the dividend equivalent attached to the Award. No payment was due on the vesting of the Award. | |
2) | Sale of shares to cover tax withholding due on the vesting of the Award and dealing costs. | |||
c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
1) Nil | 12,732 | |||
2) £3.782 | 6,006 | |||
d) | Aggregated information - Aggregated volume - Price | Aggregated Volume | Aggregated Prices | |
1) 12,732 | Nil | |||
2) 6,006 | £3.782 | |||
e) | Date of the transaction | 1) 28 February 2022 2) 1 March 2022 | ||
f) | Place of the transaction | 1) Outside a trading venue and 2) XLON |
Enquiries:
Micro Focus
Tel: +44 (0)1635 32646
Investors@microfocus.com
Stephen Murdoch, CEO
Matt Ashley, CFO
Ben Donnelly, Investor relations
Brunswick
Tel: +44 (0) 20 7404 5959
MicroFocus@brunswickgroup.com
Sarah West
Jonathan Glass
Notes to Editors:
About Micro Focus
Micro Focus (LSE: MCRO.L, NYSE: MFGP) is a global enterprise software company supporting the technology needs and challenges of the Global 2000. Our solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Our product portfolios are Security, IT Operations Management, Application Delivery Management, Information Management & Governance and Application Modernization & Connectivity. For more information, visit: www.microfocus.com
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: 01 March 2022
Micro Focus International plc
By: | /s/ Matt Ashley | |
Name: | Matt Ashley | |
Title: | Chief Financial Officer |