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 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 | TR-1: Notification of major holdings, dated 11 October 2022 |
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB00BJ1F4N75 |
Issuer Name
MICRO FOCUS INTERNATIONAL PLC |
UK or Non-UK Issuer
UK |
2. Reason for Notification
An acquisition or disposal of financial instruments |
3. Details of person subject to the notification obligation
Name
JPMorgan Chase & Co. |
City of registered office (if applicable)
Country of registered office (if applicable)
US |
4. Details of the shareholder
Name | City of registered office | Country of registered office |
J.P. Morgan Securities plc |
5. Date on which the threshold was crossed or reached
07-Oct-2022 |
6. Date on which Issuer notified
11-Oct-2022 |
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 held in issuer | |
Resulting situation on the date on which threshold was crossed or reached | 1.174122 | 3.998614 | 5.172736 | 17384553 |
Position of previous notification (if applicable) | 1.155956 | 4.027481 | 5.183437 |
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible) | Number of direct voting rights (DTR5.1) | Number of indirect voting rights (DTR5.2.1) | % of direct voting rights (DTR5.1) | % of indirect voting rights (DTR5.2.1) |
GB00BJ1F4N75 | 3945984 | 1.174122 | ||
Sub Total 8.A | 3945984 | 1.174122% |
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument | Expiration date | Exercise/conversion period | Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights |
Depository Receipt | n/a | n/a | 2348 | 0.000698 |
Sub Total 8.B1 | 2348 | 0.000698% |
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument | Expiration date | Exercise/conversion period | Physical or cash settlement | Number of voting rights | % of voting rights |
Cash-settled Equity Swap | 02/11/2022 | 02/11/2022 | Cash | 928 | 0.000274 |
Cash-settled Equity Swap | 02/12/2022 | 02/12/2022 | Cash | 1978 | 0.000588 |
Cash-settled Equity Swap | 04/01/2023 | 04/01/2023 | Cash | 6982 | 0.002072 |
Cash-settled Equity Swap | 18/01/2023 | 18/01/2023 | Cash | 436505 | 0.129883 |
Cash-settled Equity Swap | 02/02/2023 | 02/02/2023 | Cash | 12968 | 0.003854 |
Cash-settled Equity Swap | 07/02/2023 | 07/02/2023 | Cash | 2051464 | 0.610418 |
Cash-settled Equity Swap | 02/03/2023 | 02/03/2023 | Cash | 15962 | 0.004742 |
Cash-settled Equity Swap | 08/03/2023 | 08/03/2023 | Cash | 3406259 | 1.013540 |
Cash-settled Equity Swap | 17/03/2023 | 17/03/2023 | Cash | 3573637 | 1.063343 |
Cash-settled Equity Swap | 04/04/2023 | 04/04/2023 | Cash | 20925 | 0.006217 |
Cash-settled Equity Swap | 28/04/2023 | 28/04/2023 | Cash | 994160 | 0.295813 |
Cash-settled Equity Swap | 03/05/2023 | 03/05/2023 | Cash | 3599 | 0.001069 |
Cash-settled Equity Swap | 17/05/2023 | 17/05/2023 | Cash | 2000000 | 0.595104 |
Cash-settled Equity Swap | 02/06/2023 | 02/06/2023 | Cash | 108134 | 0.032172 |
Cash-settled Equity Swap | 05/07/2023 | 05/07/2023 | Cash | 6344 | 0.001885 |
Cash-settled Equity Swap | 02/08/2023 | 02/08/2023 | Cash | 6319 | 0.001875 |
Cash-settled Equity Swap | 11/08/2023 | 11/08/2023 | Cash | 10160 | 0.003023 |
Cash-settled Equity Swap | 30/08/2023 | 30/08/2023 | Cash | 60 | 0.000018 |
Cash-settled Equity Swap | 01/09/2023 | 01/09/2023 | Cash | 20 | 0.000006 |
Cash-settled Equity Swap | 13/09/2023 | 13/09/2023 | Cash | 8145 | 0.002424 |
Cash-settled Equity Swap | 03/10/2023 | 03/10/2023 | Cash | 363600 | 0.108185 |
Cash-settled Equity Swap | 13/10/2023 | 13/10/2023 | Cash | 89778 | 0.026714 |
Cash-settled Equity Swap | 18/10/2023 | 18/10/2023 | Cash | 119373 | 0.035520 |
Cash-settled Equity Swap | 01/11/2023 | 01/11/2023 | Cash | 9255 | 0.002754 |
Cash-settled Equity Swap | 02/11/2023 | 02/11/2023 | Cash | 133251 | 0.039645 |
Cash-settled Equity Swap | 15/12/2023 | 15/12/2023 | Cash | 52268 | 0.015544 |
Cash-settled Equity Swap | 02/11/2027 | 02/11/2027 | Cash | 4147 | 0.001234 |
Sub Total 8.B2 | 13436221 | 3.997916% |
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary) |
Ultimate controlling person | Name of controlled undertaking | % 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 |
JPMorgan Chase & Co. | J.P. Morgan Securities plc | 3.997918 | 4.856347% | |
JPMorgan Chase & Co. | JPMorgan Chase Bank, National Association | |||
JPMorgan Chase & Co. | J.P. Morgan SE | |||
JPMorgan Chase & Co. | J.P. Morgan Securities LLC |
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Chain of controlled undertakings: JPMorgan Chase & Co. JPMorgan Chase Bank, National Association (100%) J.P. Morgan International Finance Limited (100%) J.P. Morgan Capital Holdings Limited (100%) J.P. Morgan Securities plc (100%) JPMorgan Chase & Co. JPMorgan Chase Bank, National Association (100%) JPMorgan Chase & Co. JPMorgan Chase Bank, National Association (100%) J.P. Morgan International Finance Limited (100%) J.P. Morgan SE (100%) JPMorgan Chase & Co. JPMorgan Chase Holdings LLC (100%) J.P. Morgan Broker-Dealer Holdings Inc. (100%) J.P. Morgan Securities LLC (100%) |
12. Date of Completion
11-Oct-2022 |
13. Place Of Completion
London |
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: 11 October 2022
Micro Focus International plc
By: | /s/ Matt Ashley | |
Name: | Matt Ashley | |
Title: | Chief Financial Officer |