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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 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): ☐
Exhibit No.
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Exhibit Description
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99.1
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Transaction
in Own Shares, dated 19 September 2018
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Micro Focus International plc
19 September 2018
Transaction in own shares
Micro Focus International plc (the "Company") announces that on 18 September 2018 it
purchased for Treasury the following number of its ordinary shares
of 10 pence each pursuant to its $200 million share buyback
programme, details of which were announced on 29 August
2018.
Description of shares: Micro Focus International plc - ordinary
shares of 10 pence
Number of shares repurchased: 332,400
Date of transaction: 18 September 2018
Time of transaction: 08.00 - 16.29
Volume weighted average price paid per share: 1,306.73
pence
Lowest price paid per share: 1,290.00 pence
Highest price paid per share: 1,320.71 pence
Broker: Citigroup Global Markets Limited ("Citi")
Of the ordinary shares purchased by the Company, 50,000 ordinary
shares were purchased through Citi acquiring ADRs representing
ordinary shares of the Company on the New York Stock Exchange,
cancelling the ADRs in return for the underlying ordinary shares
and selling the underlying ordinary shares to the
Company.
Aggregated information on shares purchased according to trading
venues:
Venue
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Volume weighted Average Price (GBp)
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Aggregated Volume
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XLON
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13.0760
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239,400
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CHIX
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13.0432
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42,000
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BATE
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13.0460
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51,000
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Following the purchase of these shares, the remaining number of
ordinary shares in issue will be 431,492,462 (excluding Treasury
shares), and the Company will hold 5,122,856 ordinary shares in
Treasury.
The figure of 431,492,462 may be used by shareholders (and others
with notification obligations) as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the Disclosure and Transparency Rules.
In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014
(the Market Abuse Regulation), detailed information about the
individual purchases is attached to this announcement.
http://www.rns-pdf.londonstockexchange.com/rns/1854B_1-2018-9-18.pdf
For further information, please contact:
Micro Focus International plc
Tim Brill, IR Director
Tel: +44 (0) 1635 32646
______________________________
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.
Date:
19 September 2018
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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