0001654954-21-013275.txt : 20211217 0001654954-21-013275.hdr.sgml : 20211217 20211217133553 ACCESSION NUMBER: 0001654954-21-013275 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211217 FILED AS OF DATE: 20211217 DATE AS OF CHANGE: 20211217 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: 211500807 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 a0921w.htm EXECUTIVE DIRECTORS LTIP AWARDS a0921w
 
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: December 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
Executive Directors LTIP awards, dated 17 December 2021
 
 
 
 
 
 
17 December 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 17 December 2021, annual long-term incentive plan awards were granted to the Executive Directors under the Micro Focus International plc Incentive Plan 2005 (LTIP) as follows:
 
●      An LTIP award in respect of FY22 to Stephen Murdoch, Chief Executive Officer;
 
●      An LTIP award in respect of FY22 to Matthew Ashley, Chief Financial Officer;
 
●      An LTIP award in respect of FY21 to Matthew Ashley, Chief Financial Officer. This joining award was part of Mr Ashley's recruitment terms and was detailed in the announcement about his appointment on 1 June 2021. This award could not be granted sooner due to dealing restrictions.
 
 
These awards are subject to performance conditions measured over a three-year period (FY22, FY23 and FY24), which will be disclosed in the FY21 Annual Report, and were granted in accordance 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
FY22 LTIP award 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 measured 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.
 
c)
 
Price(s) and volume(s)
 
Price(s)
 
Volume(s)
Nil
506,103
 
d)
 
Aggregated information
 
 - Aggregated volume
 
 - Price
 
 
506,103
 
Nil
 
e)
Date of the transaction
  17 December 2021
 
f)
Place of the transaction
  Outside a trading venue
 
 
 
 
 1
Details of the person discharging managerial responsibilities
 
a)
Name
Matthew Ashley
 
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
FY21 and FY22 LTIP awards of nil-cost options 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 measured over a three-year period. Subject to the rules of the plan, the nil-cost options will be exercisable from vesting until the tenth anniversary of grant.
c)
 
Price(s) and volume(s)
 
Price(s)
 
Volume(s)
Nil
 
625,186
d)
 
Aggregated information
 
 - Aggregated volume
 
 - Price
 
 
625,186
 
Nil
 
e)
Date of the transaction
17 December 2021
 
f)
Place of the transaction
Outside a trading venue
 
 
 
Enquiries:
Micro Focus                                                       Tel: +44 (0)1635 32646
Stephen Murdoch, CEO                                     Investors@microfocus.com
Matthew Ashley, 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: 17 December 2021
 
 
Micro Focus International plc
 
 
By:
/s/ Matt Ashley
 
Name:
Matt Ashley
 
Title:
Chief Financial Officer