a3068a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
Month of: June 2021
Commission
File Number: 001-38187
MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
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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.
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Exhibit Description
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99.1
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Appointment
of Chief Financial Officer, dated 01 June 2021
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01
June 2021
Micro Focus International plc
Appointment of Chief Financial Officer
The Board of Micro Focus International plc ("Micro Focus" or "the
Group", LSE: MCRO.L, NYSE: MFGP), the international software
product group, is pleased to announce the appointment of Matt
Ashley to the role of Chief Financial Officer. Matt Ashley
will join the business with effect from 28 June 2021 and will join
the Board and assume his executive duties from 1 July
2021.
Matt
brings considerable experience to the Group and was previously
Chief Financial Officer of William Hill plc ("William Hill"), a
leading sports betting and gaming business. He previously held
several positions at National Express Group plc including Group CFO
and President and CEO of its North America business. Matt is a
graduate of Leeds University and a member of the Institute of
Chartered Accountants in England and Wales.
Stephen
Murdoch, CEO, said "Matt brings a highly relevant mix of
operational experience together with a history of delivering
significant value creation. He joins our Board and leadership team
at an important stage in the execution of our recovery plan and we
are confident he will make a significant contribution to the
business from the outset."
Matt Ashley said "I look forward to
working with Stephen and all my new colleagues to both deliver and
build on the ambitious plans in place to generate significant value
for our stakeholders."
As
previously announced, Brian McArthur-Muscroft will be leaving Micro
Focus with effect from 30 June 2021, to assume the CFO
position at a technology based financial services company. The
Board would like to thank Brian for the significant contribution he
has made to the Group during his tenure and wishes him well in his
new role.
There
are no further disclosures required in respect of Matt Ashley's
appointment under paragraph 9.6.13 of the Listing Rules of the
Financial Conduct Authority.
This announcement contains information that was previously Inside
Information, as that term is defined in the Market Abuse Regulation
(Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014) as it forms part of domestic law by
virtue of The European Union (Withdrawal) Act 2018.
Enquiries:
Micro
Focus
Tel: +44 (0)1635 32646
Stephen Murdoch, CEO
Investors@microfocus.com
Brian McArthur-Muscroft, CFO
Ben Donnelly, Head of Investor relations
Brunswick
Tel: +44 (0) 20 7404 5959
Sarah
West MicroFocus@brunswickgroup.com
Jonathan
Glass
Notes to Editors:
Remuneration
Mr
Ashley's remuneration has been structured in accordance with Micro
Focus' shareholder-approved directors' remuneration policy and will
comprise:
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An annual base salary of
£525,000, together with standard benefits and a 5% of salary
pension contribution or cash in lieu, in line with the workforce in
the UK.
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A maximum annual bonus
opportunity of 150% of salary, of which one-third will be deferred
into shares for three years. This bonus will be prorated for
FY21.
●
A maximum annual LTIP
opportunity of 200% of salary and an LTIP award on joining of 200%
of salary. LTIP awards are subject to performance conditions
measured over a three-year period.
●
Mr Ashley will be
subject to a shareholding requirement of 200% of base salary, with
five years to build up to this. His notice period will be 6
months.
In
addition, a cash buy-out of £450,000 will be made to reflect
an amount lost on leaving his prior employer and joining Micro
Focus. The buy-out mirrors the quantum, structure and timing of the
payment which is being forfeited and is within the terms of our
policy on recruitment of executive directors.
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 June 2021
Micro
Focus International plc
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By:
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/s/
Brian McArthur-Muscroft
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Name:
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Brian
McArthur-Muscroft
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Title:
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Chief
Financial Officer
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