FORM 6-K
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MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
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Exhibit No.
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Exhibit Description
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99.1
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Form 8
(OPD) - Micro Focus International plc, dated 08 September
2022
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(a) Full name of discloser:
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Micro Focus International plc
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(b) Owner or controller of interests and short positions disclosed,
if different from 1(a):
The naming of nominee or vehicle companies
is insufficient. For a trust, the trustee(s), settlor and
beneficiaries must be named.
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N/A
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(c) Name of offeror/offeree in relation to whose relevant
securities this form relates:
Use a separate form for each
offeror/offeree
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Micro Focus International plc
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(d) Is the discloser the offeror or the offeree?
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OFFEREE
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(e) Date position held:
The
latest practicable date prior to the disclosure
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8 September 2022
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(f) In addition to the company in 1(c) above, is the
discloser making disclosures in respect of any other party to the
offer?
If
it is a cash offer or possible cash offer, state
"N/A"
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N/A
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Class of relevant security:
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Ordinary shares of 10 pence each
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|||
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Interests
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Short positions
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||
Number
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%
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Number
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%
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(1) Relevant securities owned and/or controlled:
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Nil
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-
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Nil
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-
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(2) Cash-settled derivatives:
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Nil
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-
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Nil
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-
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(3) Stock-settled derivatives (including options) and agreements to
purchase/sell:
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Nil
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-
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Nil
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-
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TOTAL:
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Nil
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-
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Nil
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-
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Class of relevant security:
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ADR
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|||
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Interests
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Short positions
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||
Number
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%
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Number
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%
|
|
(1) Relevant securities owned and/or controlled:
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Nil
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-
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Nil
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-
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(2) Cash-settled derivatives:
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Nil
|
-
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Nil
|
-
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(3) Stock-settled derivatives (including options) and agreements to
purchase/sell:
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Nil
|
-
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Nil
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-
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TOTAL:
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Nil
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-
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Nil
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-
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Class of relevant security in relation to which subscription right
exists:
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N/A
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Details, including nature of the rights concerned and relevant
percentages:
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N/A
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Details of any interests, short positions and rights to subscribe
(including directors' and other employee options) of any person
acting in concert with the party to the offer making the
disclosure:
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||||
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||||
Interests held by the directors of Micro Focus International plc,
their close relatives and related trusts
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||||
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||||
Name
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Number of ordinary shares
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Percentage of issues ordinary share capital (excluding ordinary
shares held in treasury)
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Stephen
Murdoch
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287,395
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0.086%
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Matthew
Ashley
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43,280
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0.013%
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Gregory
Lock
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835,000
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0.248%
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Richard
Atkins
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13,862
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0.004%
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||
Amanda
Brown
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3,841
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0.001%
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||||
(B) Interests held as options or awards under the share plans of
Micro Focus International plc by the directors of Micro Focus
International plc and their close relatives and related trusts who
are not exempt principal traders for the purposes of Rule 8 of the
Code
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||||
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Name
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Share plan
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Number of ordinary shares (under option)
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Vesting date
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Exercise price (per share) (£)
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Stephen
Murdoch
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Performance
Share Plan
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39,640
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26 July
2019
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Nil
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250,000
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23
April 2023
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Nil
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||
350,515
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26
March 2024
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Nil
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506,103
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TBC*
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Nil
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Deferred
Bonus Share Plan
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19,416
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26
March 2024
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Nil
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59,942
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9
February 2025
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Nil
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Matthew
Ashley
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Performance
Share Plan
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625,186
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TBC*
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Nil
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Deferred
Bonus Share Plan
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12,341
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9
February 2025
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Nil
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Sharesave
Plan
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4,594
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1 April
2025
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Nil
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*Vesting to occur on the later of the date the Micro Focus
International plc Remuneration Committee determines the outcome of
the performance measures and the day after the full year FY24
results announcement
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||||
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(C) Interests and short positions held by connected advisers of
Micro Focus International plc
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||||
Goldman
Sachs International
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||||
Goldman
Sachs & Co. LLC
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||||
Class of relevant security:
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ADR
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|||
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Interests
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Short positions
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||
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Number
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%
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Number
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%
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(1) Relevant securities owned and/or controlled:
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491
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0.00
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363,391
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0.10
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(2) Cash-settled derivatives:
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0
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0.00
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0
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0.00
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(3) Stock-settled derivatives (including options) and agreements to
purchase/sell:
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0
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0.00
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0
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0.00
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TOTAL:
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491
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0.00
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363,391
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0.10
|
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||||
Folio
Investments, Inc.
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||||
Class of relevant security:
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ADR
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|||
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Interests
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Short positions
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||
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Number
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%
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Number
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%
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(1) Relevant securities owned and/or controlled:
|
491
|
0.00
|
363,391
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0.10
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(2) Cash-settled derivatives:
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0
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0.00
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0
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0.00
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(3) Stock-settled derivatives (including options) and agreements to
purchase/sell:
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0
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0.00
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0
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0.00
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TOTAL:
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491
|
0.00
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363,391
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0.10
|
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||||
(D) Interests, short positions and rights to subscribe held by
other presumed concert parties of Micro Focus International
plc
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||||
None
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Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities
which may be an inducement to deal or refrain from dealing entered
into by the party to the offer making the disclosure or any person
acting in concert with it:
Irrevocable commitments and letters of intent should not be
included. If there are no such agreements, arrangements or
understandings, state "none"
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None
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Details of any agreement, arrangement or understanding, formal or
informal, between the party to the offer making the disclosure, or
any person acting in concert with it, and any other person relating
to:
(i) the voting rights of any relevant securities under any
option; or
(ii) the voting rights or future acquisition or disposal of any
relevant securities to which any derivative is
referenced:
If there are no such agreements, arrangements or understandings,
state "none"
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None
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Supplemental Form 8 (Open Positions)
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NO
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Supplemental Form 8 (SBL)
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NO
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Date of disclosure: |
8 September 2022
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Contact name |
Suzanne Chase, Group Company Secretary
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Telephone number: |
01635 565 200
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By:
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/s/ Matt Ashley
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Name:
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Matt
Ashley
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Title:
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Chief
Financial Officer
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