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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: September 2017
Commission
File Number: 333-219678
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 10-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): ☐
Exhibit No.
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Exhibit Description
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99.1
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TR-1:
Notification of Major Holdings, dated 20 September
2017
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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
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1a. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attachedii:
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Micro Focus International PLC
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1b. Please indicate if the issuer is a non-UK issuer
(please mark with an "X"
if appropriate)
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Non-UK issuer
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2. Reason for the notification (please mark the appropriate
box or boxes with an "X")
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An
acquisition or disposal of voting rights
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X
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An
acquisition or disposal of financial instruments
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An
event changing the breakdown of voting rights
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Other
(please specify)iii:
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3. Details of person subject to the notification
obligationiv
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Name
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FMR
LLC
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City
and country of registered office (if applicable)
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Wilmington,
USA
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4. Full name of shareholder(s) (if different from
3.)v See Section 9
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Name
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City
and country of registered office (if applicable)
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5. Date on which the threshold was crossed or
reachedvi:
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19
September 2017
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6. Date on which issuer notified
(DD/MM/YYYY):
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20
September 2017
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7. Total positions of person(s) subject to the notification
obligation
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% of
voting rights attached to shares (total of 8. A)
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% of
voting rights through financial instruments(total of 8.B 1 + 8.B
2)
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Total
of both in % (8.A + 8.B)
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Total
number of voting rights of issuervii
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Resulting
situation on the date on which threshold was crossed or
reached
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6.72%
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0.00%
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6.72%
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435,031,163
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Position
of previous notification (if applicable)
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5.51%
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0.00%
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5.51%
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8. Notified details of the resulting situation on the date on which
the threshold was crossed or reachedviii
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A: Voting rights attached to shares
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Class/type of shares
ISIN
code (if possible)
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Number of voting rightsix
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% of voting rights
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Direct
(Art 9
of Directive 2004/109/EC) (DTR5.1)
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Indirect
(Art 10
of Directive 2004/109/EC) (DTR5.2.1)
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Direct
(Art 9
of Directive 2004/109/EC) (DTR5.1)
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Indirect
(Art 10
of Directive 2004/109/EC) (DTR5.2.1)
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GB00BD8YWM01
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29,272,034
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6.72%
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SUBTOTAL 8. A
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29,272,034
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6.72%
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive
2004/109/EC (DTR5.3.1.1 (a))
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Type of financial instrument
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Expirationdatex
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Exercise/Conversion Periodxi
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Number of voting rights that may be acquired if the instrument
is exercised/converted.
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% of voting rights
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SUBTOTAL 8. B 1
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B 2: Financial Instruments with similar economic effect according
to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1
(b))
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Type of financial instrument
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Expirationdatex
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Exercise/Conversion Period xi
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Physical or cash
settlementxii
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Number of voting rights
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% of voting rights
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SUBTOTAL 8.B.2
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9. Information in relation to the person subject to the
notification obligation (please mark the applicable box with
an "X")
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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
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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)
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X
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Namexv
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% of voting rights if it equals or is higher than the notifiable
threshold
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% of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
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Total of both if it equals or is higher than the notifiable
threshold
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FMR LLC
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FIAM Holdings Corp.
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FIAM LLC
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FMR LLC
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FIAM Holdings Corp.
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Fidelity Institutional Asset Management Trust Company
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FMR LLC
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Fidelity Management & Research Company
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FIDELITY MANAGEMENT & RESEARCH (JAPAN) LIMITED
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FMR LLC
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Fidelity Management & Research Company
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FIDELITY MANAGEMENT & RESEARCH (HONG KONG) LIMITED
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FMR LLC
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Fidelity Management & Research Company
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FMR CO., INC
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FMR LLC
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Fidelity Management & Research Company
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Fidelity Management & Research (U.K.) Inc.
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FMR INVESTMENT MANAGEMENT (UK) LIMITED
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FMR LLC
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STRATEGIC ADVISERS, INC.
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FMR LLC
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FIDELITY SELECTCO, LLC
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10. In case of
proxy voting, please identify:
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Name of
the proxy holder
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N/A
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The
number and % of voting rights held
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N/A
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The
date until which the voting rights will be held
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N/A
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11. Additional informationxvi
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This
notification is as a result of a crossing by a Controlled
Undertaking
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Place of completion
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Dublin
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Date of completion
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20/09/2017
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Annex: Notification of major holdings (to be filed with the
FCA only)
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Notes
i Please
note that national forms may vary due to specific national
legislation (Article 3(1a) of Directive 2004/109/EC) as for
instance the applicable thresholds or information regarding capital
holdings.
ii Full
name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g.
address, LEI, domestic number identity). Indicate in the relevant
section whether the issuer is a non UK issuer.
iii Other
reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring
of financial instruments) or acting in concert.
iv This
should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting
rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10
(b) to (h) of Directive 2004/109/EC; (c) all parties to the
agreement referred to in Article 10 (a) of Directive 2004/109/EC
(DTR5.2.1 (a)) or (d) the holder of financial instruments referred
to in Article 13(1) of Directive 2004/109/EC
(DTR5.3.1).
As the disclosure of cases of acting in concert may vary due to the
specific circumstances (e.g. same or different total positions of
the parties, entering or exiting of acting in concert by a single
party) the standard form does not provide for a specific method how
to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h) of
Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the
following list is provided as indication of the persons who should
be mentioned:
- in the circumstances foreseen in letter (b) of Article 10 of that
Directive (DTR5.2.1 (b)), the natural person or legal entity that
acquires the voting rights and is entitled to exercise them under
the agreement and the natural person or legal entity who is
transferring temporarily for consideration the voting
rights;
- in the circumstances foreseen in letter (c) of Article 10 of that
Directive (DTR5.2.1 (c)), the natural person or legal entity
holding the collateral, provided the person or entity controls the
voting rights and declares its intention of exercising them, and
natural person or legal entity lodging the collateral under these
conditions;
- in the circumstances foreseen in letter (d) of Article 10 of that
Directive (DTR5.2.1 (d)), the natural person or legal entity who
has a life interest in shares if that person or entity is entitled
to exercise the voting rights attached to the shares and the
natural person or legal entity who is disposing of the voting
rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 10 of that
Directive (DTR5.2.1 (e)), the controlling natural person or legal
entity and, provided it has a notification duty at an individual
level under Article 9 (DTR 5.1), under letters (a) to (d) of
Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a
combination of any of those situations, the controlled
undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of that
Directive (DTR5.2.1 (f)), the deposit taker of the shares, if he
can exercise the voting rights attached to the shares deposited
with him at his discretion, and the depositor of the shares
allowing the deposit taker to exercise the voting rights at his
discretion;
- in the circumstances foreseen in letter (g) of Article 10 of that
Directive (DTR5.2.1 (g)), the natural person or legal entity that
controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 10 of that
Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the
voting rights at his discretion, and the shareholder who has given
his proxy to the proxy holder allowing the latter to exercise the
voting rights at his discretion (e.g. management
companies).
v
Applicable in the cases provided for in Article 10 (b) to (h) of
Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be the full
name of the shareholder who is the counterparty to the natural
person or legal entity referred to in Article 10 of that Directive
(DTR5.2) unless the percentage of voting rights held by the
shareholder is lower than the lowest notifiable threshold for the
disclosure of voting rights holdings in accordance with national
practices (e.g. identification of funds managed by management
companies).
vi The
date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason
triggered the notification obligation. For passive crossings, the
date when the corporate event took effect.
vii The
total number of voting rights shall be composed of all the shares,
including depository receipts representing shares, to which voting
rights are attached even if the exercise thereof is
suspended.
viii If
the holding has fallen below the lowest applicable threshold in
accordance with national law, please note that it might not be
necessary in accordance with national law to disclose the extent of
the holding, only that the new holding is below that
threshold.
ix In case
of combined holdings of shares with voting rights attached "direct
holding" and voting rights "indirect holding", please split the
voting rights number and percentage into the direct and indirect
columns - if there is no combined holdings, please leave the
relevant box blank.
x Date of
maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.
xi If the
financial instrument has such a period - please specify this period
- for example once every 3 months starting from
[date].
xii In
case of cash settled instruments the number and percentages of
voting rights is to be presented on a delta-adjusted basis (Article
13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).
xiii If
the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second
option applies.
xiv The
full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity has to be presented also
in the cases, in which only on subsidiary level a threshold is
crossed or reached and the subsidiary undertaking discloses the
notification as only thus the markets get always the full picture
of the group holdings. In case of multiple chains through which the
voting rights and/or financial instruments are effectively held the
chains have to be presented chain by chain leaving a row free
between different chains (e.g.: A, B, C, free row, A, B, D, free
row, A, E, F etc.).
xv The
names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be
presented irrespectively whether the controlled undertakings cross
or reach the lowest applicable threshold themselves.
xvi
Example: Correction of a previous notification.
____________________________
1 NTD: The Company must promptly file
current reports on Form 6-K furnishing any of the following
information:
●
material non-public
information that was made public under English law;
●
information that
was filed with and made public by on the London Stock Exchange on
which the Company’s securities are listed; and
●
information that
was distributed or required to be distributed to security
holders.
Examples of
information or events required to be filed on Form 6-K include:
changes in business; changes in management or control; acquisitions
or dispositions of assets; bankruptcy or receivership; changes in
certifying accountants; the financial condition and results of
operations; material legal proceedings; changes in securities or in
the security for registered securities; defaults upon senior
securities; material increases or decreases in the amount
outstanding of securities or indebtedness; the results of the
submission of matters to a vote of security holders; transactions
with directors, officers or principal security holders; the
granting of options or payment of other compensation to directors
or officers; and any other information which the Company deems of
material importance to security holders. See also “Micro
Focus - Now You Are Public Memorandum” dated April 20, 2017
for more information.
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.
Micro
Focus International plc
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By:
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/s/
Mike Phillips
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Name:
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Mike
Phillips
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Title:
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Chief
Financial Officer
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