0001654954-18-010304.txt : 20180920 0001654954-18-010304.hdr.sgml : 20180920 20180920063537 ACCESSION NUMBER: 0001654954-18-010304 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180920 FILED AS OF DATE: 20180920 DATE AS OF CHANGE: 20180920 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: 181078657 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 a4028b.htm SHARE AWARDS 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: 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): 
 
 
 
 
 
CONTENTS1
 
 
Exhibit No.
Exhibit Description
99.1
Share Awards, dated 20 September 2018
 
20 September 2018
 
Micro Focus International plc ("Micro Focus" or the "Company")
 
Share Awards
 
Micro Focus International plc (the "Company", LSE: MCRO.L, NYSE: MFGP) announces that, following a review of existing Additional Share Grant ("ASG") awards after the announcement of the forthcoming SUSE sale, ASG awards made to Executive Directors on completion of the HPE Software acquisition on 1 September 2017 (the "Transaction") will be cancelled.  New ASG awards will be granted in order to align with the business plan to deliver value by October 2020 and focus Executive Directors on delivering significant value to shareholders over the 3 years from completion of the Transaction.  The Company believes that, in the light of the HPE Software integration and the wider competitive environment evidenced by recent M&A activity in the software sector, the alignment of the vesting period to September 2020 is essential to provide an effective incentive over the period of the business plan.
 
The current Executive Directors (Kevin Loosemore, Stephen Murdoch and Chris Kennedy) and those who were Executive Directors at the time of the existing award and remain in employment (Nils Brauckmann and Mike Phillips) have agreed to surrender their existing ASG awards made on 1 September 2017 which were due to vest on 7 September 2019.  In return, the Company has made new ASG awards over ordinary shares in the Company as detailed below, which are due to vest on 1 September 2020 (being 3 years from the completion of the Transaction).  
 
Director
No of Nil Cost Options over Ordinary Shares
Kevin Loosemore
1,100,000
Stephen Murdoch
947,000
Chris Kennedy
676,000
Mike Phillips
676,000
Nils Brauckmann
500,000
 
 
The Total Shareholder Returns (TSR) performance thresholds for the new awards are unchanged from the previous awards, save in respect of the period to vesting, and the number of new awards is equal to the number of previous awards which they replace, except for Stephen Murdoch and Chris Kennedy where increases (of 447,000 and 176,000 awards respectively) have been made to reflect Stephen's promotion to CEO and to align Chris' awards to those granted to his predecessor.
 
In addition, in order to reflect Stephen Murdoch's promotion to CEO, a top-up LTIP award has been made under the Micro Focus International Incentive Plan 2005 so that his total award for 2017/18 is 200% of Base Salary. A similar top-up LTIP award has been made for Chris Kennedy to take his total award for the 2017/18 year to 200% of Base Salary.
 
 
 
 
 
Notification of transaction by PDMR
 
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
1.   KEVIN LOOSEMORE
2.   STEPHEN MURDOCH
3.   CHRIS KENNEDY
(PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES)
2
Reason for the notification
a)
Position/status
DIRECTORS
b)
Initial notification /Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
MICRO FOCUS INTERNATIONAL PLC
 
b)
LEI
213800F8E4X648142844
 
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
 
Identification code
ORDINARY SHARES OF 10  PENCE EACH
 
 
 
GB00BD8YM01
b)
Nature of the transaction
AWARD OF ADDITIONAL SHARE GRANTS
c)
 
Price(s) and volume(s)
 
NUMBERS 1 TO 3 IN THE LEFT HAND COLUMN CORRESPOND TO THE RELEVANT PDMR AS DETAILED IN BOX 1a ABOVE
 
 
Price(s)
Volume(s)
1. Nil pence per ordinary share
1,100,000 ordinary shares
2. Nil pence per ordinary share
947,000 ordinary shares
3. Nil pence per ordinary share
676,000 ordinary shares
d)
Aggregated information
 
- Aggregated volume
 
- Price
 
 
 
N/A 
 
e)
Date of the transaction
20th September 2018
 
f)
Place of the transaction
London Stock Exchange
 
XLON
 
 
 
Notification of transaction by PDMR
 
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
1. STEPHEN MURDOCH
2. CHRIS KENNEDY
(PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES)
2
Reason for the notification
a)
Position/status
DIRECTORS
b)
Initial notification /Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
MICRO FOCUS INTERNATIONAL PLC
 
b)
LEI
213800F8E4X648142844
 
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
 
Identification code
ORDINARY SHARES OF 10  PENCE EACH
 
 
 
GB00BD8YM01
b)
Nature of the transaction
AWARD OF SHARE OPTIONS UNDER THE MICRO FOCUS INTERNATIONAL PLC INCENTIVE PLAN 2005
c)
 
Price(s) and volume(s)
 
NUMBERS 1 AND 2 IN THE LEFT HAND COLUMN CORRESPOND TO THE RELEVANT PDMR AS DETAILED IN BOX 1a ABOVE 
 
 
Price(s)
Volume(s)
1. Nil pence per ordinary share
67,537 ordinary shares
2. Nil pence per ordinary share
26,536 ordinary shares
d)
Aggregated information
 
- Aggregated volume
 
- Price
 
 
 
N/A 
 
e)
Date of the transaction
20th September 2018
 
f)
Place of the transaction
London Stock Exchange
 
XLON
 
 
 
 
 
 
 
 
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: 20 September 2018
Micro Focus International plc
 
 
By:
/s/ Mike Phillips
 
Name:
Mike Phillips
 
Title:
Chief Financial Officer
 
 
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.