Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 26 2022 - 7:38AM
Edgar (US Regulatory)
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: October 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
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Exhibit No.
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Exhibit Description
|
|
99.1
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TR-1
Notification of Major Holdings, dated 26 October 2022
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TR-1: Standard form for
notification of major holdings
1. Issuer Details
ISIN
Issuer Name
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MICRO FOCUS INTERNATIONAL PLC
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UK or Non-UK Issuer
2. Reason for Notification
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An acquisition or disposal of voting rights
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3. Details of person subject to the notification
obligation
Name
City of registered office (if applicable)
Country of registered office (if applicable)
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Name
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City
of registered office
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Country
of registered office
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Morgan
Stanley
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Wilmington,
Delaware
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USA
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4. Details of the shareholder
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Name
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City
of registered office
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Country
of registered office
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Morgan
Stanley & Co. International plc
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London
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UNITED
KINGDOM
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5. Date on which the threshold was crossed or reached
6. Date on which Issuer notified
7. Total positions of person(s) subject to the notification
obligation
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% of voting rights attached to shares (total of 8.A)
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% of voting rights through financial instruments (total of 8.B 1 +
8.B 2)
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Total of both in % (8.A + 8.B)
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Total number of voting rights held in issuer
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Resulting
situation on the date on which threshold was crossed or
reached
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3.330136
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3.796161
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7.126297
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24102584
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Position
of previous notification (if applicable)
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2.760709
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3.802100
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6.562809
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8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached
8A. Voting rights attached to shares
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Class/Type of shares ISIN code(if possible)
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Number of direct voting rights (DTR5.1)
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Number of indirect voting rights (DTR5.2.1)
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% of direct voting rights (DTR5.1)
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% of indirect voting rights (DTR5.2.1)
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GB00BJ1F4N75
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11263193
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3.330136
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Sub
Total 8.A
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11263193
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3.330136%
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8B1. Financial Instruments according to (DTR5.3.1R.(1)
(a))
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Type of financial instrument
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Expiration date
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Exercise/conversion period
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Number of voting rights that may be acquired if the instrument is
exercised/converted
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% of voting rights
|
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Call
Option (Physically Settled)
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21/04/2023
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at any
time
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600
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0.000177
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Right
of recall over securities lending agreements
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at any
time
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at any
time
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313764
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0.092769
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Sub
Total 8.B1
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314364
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0.092946%
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8B2. Financial Instruments with similar economic effect according
to (DTR5.3.1R.(1) (b))
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Type of financial instrument
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Expiration date
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Exercise/conversion period
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Physical or cash settlement
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Number of voting rights
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% of voting rights
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Equity
Swap
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20/02/2023
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at any
time
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Cash
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4895621
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1.447465
|
|
Equity
Swap
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17/07/2023
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at any
time
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Cash
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175600
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0.051919
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Equity
Swap
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07/08/2023
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at any
time
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Cash
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3586918
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1.060527
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Equity
Swap
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06/12/2023
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at any
time
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Cash
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3863988
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1.142447
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Put
Option (Physically Settled)
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21/10/2022
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at any
time
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Physical
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2300
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0.000680
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Put
Option (Physically Settled)
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20/01/2023
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at any
time
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Physical
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200
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0.000059
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Put
Option (Physically Settled)
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21/04/2023
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at any
time
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Physical
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400
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0.000118
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Sub
Total 8.B2
|
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12525027
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3.703215%
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9. Information in relation to the person subject to the
notification obligation
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2. Full chain of controlled undertakings through which the voting
rights and/or the financial instruments are effectively held
starting with the ultimate controlling natural person or legal
entities (please add additional rows as necessary)
|
|
Ultimate controlling person
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Name of controlled undertaking
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% of voting rights if it equals or is higher than the notifiable
threshold
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% of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
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Total of both if it equals or is higher than the notifiable
threshold
|
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Morgan
Stanley (Chain 1)
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|
|
|
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Morgan
Stanley (Chain 1)
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Morgan
Stanley Capital Management, LLC
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|
|
|
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Morgan
Stanley (Chain 1)
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Morgan
Stanley Domestic Holdings, Inc.
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|
|
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Morgan
Stanley (Chain 1)
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Morgan
Stanley & Co. LLC
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|
|
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Morgan
Stanley (Chain 2)
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|
|
|
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Morgan
Stanley (Chain 2)
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Morgan
Stanley International Holdings Inc.
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|
|
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Morgan
Stanley (Chain 2)
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Morgan
Stanley International Limited
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|
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Morgan
Stanley (Chain 2)
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Morgan
Stanley Investments (UK)
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|
|
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Morgan
Stanley (Chain 2)
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Morgan
Stanley & Co. International plc
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3.329520
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3.702447
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7.031967%
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Morgan
Stanley (Chain 3)
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|
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|
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Morgan
Stanley (Chain 3)
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Morgan
Stanley Capital Management, LLC
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|
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Morgan
Stanley (Chain 3)
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Morgan
Stanley Domestic Holdings, Inc.
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|
|
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Morgan
Stanley (Chain 3)
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Morgan
Stanley & Co. LLC
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|
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Morgan
Stanley (Chain 3)
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Prime
Dealer Services Corp.
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Morgan
Stanley (Chain 4)
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Morgan
Stanley (Chain 4)
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Morgan
Stanley Capital Management, LLC
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|
|
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Morgan
Stanley (Chain 4)
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Morgan
Stanley Domestic Holdings, Inc.
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|
|
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Morgan
Stanley (Chain 4)
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ETCM
Holdings, LLC
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|
|
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Morgan
Stanley (Chain 4)
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E*TRADE
Securities LLC
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|
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Morgan
Stanley (Chain 5)
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Morgan
Stanley (Chain 5)
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Morgan
Stanley Capital Management, LLC
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Morgan
Stanley (Chain 5)
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Morgan
Stanley Domestic Holdings, Inc.
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Morgan
Stanley (Chain 5)
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Morgan
Stanley Capital Services LLC
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10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
13. Place Of Completion
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 October 2022
Micro
Focus International plc
|
By:
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/s/
Matt Ashley
|
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Name:
|
Matt
Ashley
|
|
Title:
|
Chief
Financial Officer
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