0001654954-20-008049.txt : 20200728 0001654954-20-008049.hdr.sgml : 20200728 20200728063511 ACCESSION NUMBER: 0001654954-20-008049 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200728 FILED AS OF DATE: 20200728 DATE AS OF CHANGE: 20200728 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: 201051698 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 a2287u.htm DIRECTOR/PDMR SHAREHOLDING a2287u
 
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: July 2020
 
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 28 July 2020
 
 
28 July 2020
 
 
Micro Focus International plc
("Micro Focus" or the "Company")
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulations.
 
The Company announces that the 2017 Deferred Share Bonus Award granted to Chief Executive Officer, Stephen Murdoch, on 25 July 2017 under the Micro Focus International plc Deferred Share Bonus Plan ("Award") vested on 25 July 2020 and consequently 5,051 ordinary shares of 10 pence each in the Company ("Ordinary Shares") were released to him on 27 July 2020.  In addition, 3,501 Ordinary Shares were released in respect of the dividend equivalent entitlement attached to the Award.
  
The Award represented the one-third share deferral element of the annual bonus which was payable to Stephen Murdoch in relation to the financial year ended 30 April 2017. 
 
The notification below, made in accordance with the requirements of Article 19 of the EU Market Abuse Regulations, gives further details.
 
1
Details of the person discharging managerial responsibilities
a)
Name
Stephen Murdoch
2
Reason for the notification
a)
Position/status
Chief Executive Officer (PDMR)
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 ("Ordinary Shares")
GB00BJ1F4N75
b)
Nature of the transaction
1)
Vesting and release of the 2017 Deferred Share Bonus Award granted on 25 July 2017 under the Micro Focus International plc Deferred Share Bonus Plan ("Award") together with 3,501 Ordinary Shares released in respect of the dividend equivalent attached to the Award. No payment was due on the vesting of the Award.
 
 
2)
Sale of shares to cover tax withholding and dealing costs on the vesting of the Award.
 
 
 
c)
 
Price(s) and volume(s)
 
Price(s)
Volume(s)
1)    Nil
8,552
2)    £2.82
4,034
d)
 
Aggregated information
 - Aggregated volume
 - Price
Aggregated Volume
Aggregated Prices
1)    8,552
Nil
2)    4,034
£2.82
e)
Date of the transaction
  1) and 2) 27 July 2020
f)
Place of the transaction
  1) Outside a trading venue and 2) XLON
 
 
Enquiries: 
Micro Focus
Tel: +44 (0)1635 32646 
Investors@microfocus.com 
Stephen Murdoch, CEO
Brian McArthur-Muscroft, CFO 
Ben Donnelly, Investor relations  
 
 
Brunswick
Tel: +44 (0) 20 7404 5959 
MicroFocus@brunswickgroup.com 
Sarah West
Jonathan Glass 
 
 
Notes to Editors: 
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: 28 July 2020
 
 
Micro Focus International plc
 
 
By:
/s/ Brian McArthur-Muscroft
 
Name:
Brian McArthur-Muscroft
 
Title:
Chief Financial Officer