0001654954-18-005728.txt : 20180522 0001654954-18-005728.hdr.sgml : 20180522 20180522112014 ACCESSION NUMBER: 0001654954-18-005728 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180522 FILED AS OF DATE: 20180522 DATE AS OF CHANGE: 20180522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICRO FOCUS INTERNATIONAL PLC CENTRAL INDEX KEY: 0001359711 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38187 FILM NUMBER: 18851644 BUSINESS ADDRESS: STREET 1: 22-30 OLD BATH ROAD CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 1QN MAIL ADDRESS: STREET 1: 22-30 OLD BATH ROAD CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 1QN 6-K 1 a9129o.htm TR-1: NOTIFICATION OF MAJOR HOLDINGS Blueprint
 
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: May 2018
 
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): ☐
 
 
 
 
 
CONTENTS1
 
 
Exhibit No.
Exhibit Description
99.1
TR-1: Notification of Major Holdings, dated 22 May 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
 
An event changing the breakdown of voting rights
 
Other (please specify)iii:
 
3. Details of person subject to the notification obligationiv
Name
Deutsche Bank AG
City and country of registered office (if applicable)
Frankfurt, Germany
4. Full name of shareholder(s) (if different from 3.)
Name
 
City and country of registered office (if applicable)
 
5. Date on which the threshold was crossed or reachedvi:
16/05/2018
6. Date on which issuer notified (DD/MM/YYYY):
18/05/2018
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 Notifiable Threshold
Below Notifiable Threshold
Below Notifiable Threshold
436,269,538
Position of previous notification (if
applicable)
4.67%
1.97%
6.64%
 
 
 
 
 
 
 
 
 
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
ISIN code (if possible)
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)
GB00BD8YWM01
Below Notifiable Threshold
Below Notifiable Threshold
Below Notifiable Threshold
Below Notifiable Threshold
 
 
 
 
 
 
 
 
 
 
SUBTOTAL 8. A
Below Notifiable Threshold
Below Notifiable Threshold
 
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
Expirationdatex
Exercise/Conversion Period xi
Physical or cash
settlementxii
Number of voting rights
% of voting rights
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SUBTOTAL 8.B.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
X
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
Date of completion
18/05/2018
 
 
 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.
 
Date: 22 May 2018
 
Micro Focus International plc
 
 
By:
/s/ Mike Phillips
 
Name:
Mike Phillips
 
Title:
Chief Financial Officer