0001654954-19-003814.txt : 20190401 0001654954-19-003814.hdr.sgml : 20190401 20190401134838 ACCESSION NUMBER: 0001654954-19-003814 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190401 FILED AS OF DATE: 20190401 DATE AS OF CHANGE: 20190401 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: 19719792 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 a7446u.htm DIRECTOR/PDMR SHAREHOLDING 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: April 2019
 
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
Director/PDMR Shareholding, dated 01 April 2019
 
 
 
1 April 2019
 
Micro Focus International plc ("Micro Focus" or the "Company")
 
Director / PDMR Shareholding
 
Directors Increase Shareholdings through Exercise of Options
 
Micro Focus International plc (the "Company", LSE: MCRO.L, NYSE: MFGP) announces that Kevin Loosemore, Executive Chairman and Stephen Murdoch, Chief Executive Officer, have increased their shareholdings in the Company by exercising nil cost option awards under the Micro Focus Additional Share Grant Programme (ASGs) and Incentive Plan 2005 (LTIPs) as follows:
 
1.   Kevin Loosemore increased his total shareholding in the Company by 501,094 shares to a total of 1,248,633 shares by exercising 947,140 ASGs, of which 446,046 shares were sold to cover tax and NIC liabilities and commission charges; and
 
2.   Stephen Murdoch increased his total shareholding in the Company to 332,874 shares by exercising 405,917 ASGs and 213,076 LTIPs, of which 291,509 shares were sold to cover tax and NIC liabilities and commission charges.
 
 
Notification of transaction by PDMRs
 
 
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
KEVIN LOOSEMORE (PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES)
 
2
Reason for the notification
a)
Position/status
DIRECTOR
 
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
1.   ACQUISITION OF ORDINARY SHARES OF 10 PENCE EACH FOLLOWING THE EXERCISE OF OPTIONS UNDER THE MICRO FOCUS ADDITIONAL SHARE GRANT PROGRAMME
2.   SALE OF A PROPORTION OF THE ABOVE ACQUIRED ORDINARY SHARES IN ORDER TO COVER TAX AND NIC LIABILITIES AND COMMISSION CHARGES ARISING ON EXERCISE OF THE ABOVE NOTED OPTIONS
c)
 
Price(s) and volume(s)
 
Price(s)
Volume(s)
1.   Nil pence per ordinary share
947,140 ordinary shares
2.   £20.06903 pence per ordinary share
446,046 ordinary shares
d)
Aggregated information
 
- Aggregated volume
 
- Price
 
 
 
N/A 
 
N/A
e)
Date of the transaction
1 April 2019
 
f)
Place of the transaction
London Stock Exchange
 
XLON
 
 
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
STEPHEN MURDOCH (PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES)
 
2
Reason for the notification
a)
Position/status
DIRECTOR
 
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
1.   ACQUISITION OF ORDINARY SHARES OF 10 PENCE EACH FOLLOWING THE EXERCISE OF OPTIONS UNDER THE MICRO FOCUS ADDITIONAL SHARE GRANT PROGRAMME AND INCENTIVE PLAN 2005
2.   SALE OF A PROPORTION OF THE ABOVE ACQUIRED ORDINARY SHARES IN ORDER TO COVER TAX AND NIC LIABILITIES AND COMMISSION CHARGES ARISING ON EXERCISE OF THE ABOVE NOTED OPTIONS
c)
 
Price(s) and volume(s)
 
Price(s)
Volume(s)
1.   Nil pence per ordinary share
618,993 ordinary shares
2.   £20.06903 pence per ordinary share
291,509 ordinary shares
d)
Aggregated information
 
- Aggregated volume
 
- Price
 
 
 
N/A 
 
N/A
e)
Date of the transaction
1 April 2019
 
f)
Place of the transaction
London Stock Exchange
 
XLON
 
 
 
Enquiries:
 
Micro Focus
Tel: +44 (0) 1635 565200
Tim Brill, IR Director
 
Ben Donnelly, IR Manager
 
 
Powerscourt
Tel: +44 (0)20 7250 1446
Elly Williamson
 
Celine MacDougall
 
 
About Micro Focus
 
Micro Focus (LSE: MCRO.L, NYSE: MFGP) is a global enterprise software company supporting the technology needs and challenges of the Global 2000.  Our solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Our product portfolios are Security, IT Operations Management, Application Delivery Management, Information Management & Governance and Application Modernization & Connectivity. For more information, visit: www.microfocus.com
 
 
 
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: 01 April 2019
 
 
Micro Focus International plc
 
 
By:
/s/ Brian McArthur-Muscroft
 
Name:
Brian McArthur-Muscroft
 
Title:
Chief Financial Officer