0001654954-22-002264.txt : 20220301 0001654954-22-002264.hdr.sgml : 20220301 20220301105606 ACCESSION NUMBER: 0001654954-22-002264 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220301 FILED AS OF DATE: 20220301 DATE AS OF CHANGE: 20220301 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: 22695125 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 a2253d.htm DIRECTORS PDMR NOTIFICATION a2253d
 
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 2022
 
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
Directors PDMR Notification, dated 01 March 2022
 
 
 
 
 
1 March 2022
 
 
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 Deferred Share Bonus Award granted to Chief Executive Officer, Stephen Murdoch, on 28 February 2019 over 10,013 ordinary shares of 10 pence each in the Company ("Ordinary Shares") under the Micro Focus International plc Deferred Share Bonus Plan ("Award") vested on 28 February 2022 and were released, subject to sales of shares for tax withholding and dealing costs, on 1 March 2022.  In addition, 2,719 Ordinary Shares were released, subject to tax withholding and dealing costs, 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 period ended 31 October 2018. 
 
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 2019 Deferred Share Bonus Award granted on 28 February 2019 over 10,013 Ordinary Shares under the Micro Focus International plc Deferred Share Bonus Plan ("Award"), together with 2,719 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 due on the vesting of the Award and dealing costs.
 
 
 
 
c)
 
Price(s) and volume(s)
 
Price(s)
 
Volume(s)
 
1)    Nil
 
12,732
2)    £3.782
 
6,006
d)
 
Aggregated information
 - Aggregated volume
 - Price
Aggregated Volume
 
Aggregated Prices
1)    12,732
 
Nil
2)    6,006
 
£3.782
e)
Date of the transaction
  1) 28 February 2022
  2) 1 March 2022
 
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
Matt Ashley, 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: 01 March 2022
 
 
Micro Focus International plc
 
 
By:
/s/ Matt Ashley
 
Name:
Matt Ashley
 
Title:
Chief Financial Officer