0001654954-21-003336.txt : 20210326 0001654954-21-003336.hdr.sgml : 20210326 20210326114909 ACCESSION NUMBER: 0001654954-21-003336 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210326 FILED AS OF DATE: 20210326 DATE AS OF CHANGE: 20210326 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: 21775799 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 a6923t.htm DIRECTOR/PDMR SHAREHOLDING a6923t
 
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: March 2021
 
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 26 March 2021
 
 
26 March 2021
 
 
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 on 26 March 2021, an annual long-term incentive plan award was granted to Stephen Murdoch, Chief Executive Officer, under the Micro Focus International plc Incentive Plan 2005. 
 
In addition, also on 26 March 2021, awards were granted to the Executive Directors of the Company under the Micro Focus International plc Deferred Share Bonus Plan. These awards relate to the compulsory deferral of one third of their FY20 bonus earned into share awards which vest after three years. 
 
All awards were made in accordance with the with the approved Directors' Remuneration Policy.
 
The notification below, made in accordance with the requirements of Article 19 of the EU Market Abuse Regulations, as it forms part of domestic law by virtue of The European Union (Withdrawal) Act 2018, 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)
Grant of a nil-cost option over Ordinary Shares under the Micro Focus International plc Incentive Plan 2005. There is no price payable on the grant, vesting or exercise of the nil-cost option.  Vesting is subject to the achievement of performance conditions over a three-year period. Subject to the rules of the plan, the nil-cost option will be exercisable from vesting until the tenth anniversary of grant.
 
 
2)
Grant of a conditional award over Ordinary Shares under the Micro Focus International plc Deferred Share Bonus Plan, which vests after three years.
 
 
 
c)
 
Price(s) and volume(s)
 
  Price(s)
  Volume(s)
  1)    Nil
  350,515
  2)    Nil
  19,416
d)
 
Aggregated information
 - Aggregated volume
 - Price
  Aggregated Volume
  Aggregated Prices
  1)    350,515
  Nil
  2)    19,416
  Nil
e)
Date of the transaction
  1) and 2) 26 March 2021
f)
Place of the transaction
  1) and 2) Outside a trading venue
 
 
 
1
Details of the person discharging managerial responsibilities
a)
Name
Brian McArthur-Muscroft
2
Reason for the notification
a)
Position/status
Chief Financial 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
Grant of a conditional award over Ordinary Shares under the Micro Focus International plc Deferred Share Bonus Plan, which vests after three years.
c)
 
Price(s) and volume(s)
 
    Price(s)
    Volume(s)
    Nil
    13,705
d)
 
Aggregated information
 - Aggregated volume
 - Price
 
   13,705
Nil
e)
Date of the transaction
26 March 2021
f)
Place of the transaction
Outside a trading venue
 
 
Enquiries:
Micro Focus                                                      Tel: +44 (0)1635 32646
Stephen Murdoch, CEO                                     Investors@microfocus.com
Brian McArthur-Muscroft, CFO
Ben Donnelly, Investor relations
 
 
Brunswick                                                           Tel: +44 (0) 20 7404 5959
Sarah West                                                           MicroFocus@brunswickgroup.com
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: 26 March 2021
 
 
Micro Focus International plc
 
 
By:
/s/ Brian McArthur-Muscroft
 
Name:
Brian McArthur-Muscroft
 
Title:
Chief Financial Officer