CORPORATE |
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: December 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 | Holding(s) in Company, dated 07 December 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 voting rights |
3. Details of person subject to the notification obligation
Name
Dodge & Cox |
City of registered office (if applicable)
San Francisco |
Country of registered office (if applicable)
USA |
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
30-Nov-2022 |
6. Date on which Issuer notified
06-Dec-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 | 16.980000 | 0.000000 | 16.980000 | 57589799 |
Position of previous notification (if applicable) |
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 | 24094414 | 7.100000 | ||
US5948374039 | 33495385 | 9.880000 | ||
Sub Total 8.A | 57589799 | 16.980000% |
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 |
Sub Total 8.B1 |
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 |
Sub Total 8.B2 |
9. Information in relation to the person subject to the notification obligation
1. 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) issuer. |
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 |
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
We did not make this notification in a timely manner because of human error. When our compliance system triggered an alert following a sale of shares on 30 November, we should have filed both with the Takeover Panel (for making a trade) and with the FCA (for crossing below the 17% threshold). Instead, we only made a filing with the Takeover Panel and did not make a filing with the FCA. The missed filing was discovered during a routine reconciliation of holdings against substantial shareholder filings. |
12. Date of Completion
07-Dec-2022 |
13. Place Of Completion
San Francisco, USA |
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: 07 December 2022
Micro Focus International plc
By: | /s/ Matt Ashley | |
Name: | Matt Ashley | |
Title: | Chief Financial Officer |