Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)

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: January 2023

 

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

[phone]

 (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	TR-1 Notification of Major Holdings, dated 25 January 2023

 

 

 

 

 

TR-1: Standard form for notification of major holdings

 

1. Issuer Details

 

ISIN

 

GB00BJ1F4N75

 

Issuer Name

 

MICRO FOCUS INTERNATIONAL PLC

 

UK or Non-UK Issuer

 

UK

 

2. Reason for Notification

 

An acquisition or disposal of voting rights

 

3. Details of person subject to the notification obligation

 

Name

 

Morgan Stanley

 

City of registered office (if applicable)

 

 

Country of registered office (if applicable)

 

US

 

Name	City of registered office	Country of registered office
Morgan Stanley	Wilmington, Delaware	USA

 

4. Details of the shareholder

 

Name	City of registered office	Country of registered office
Morgan Stanley & Co. International plc	London	UNITED KINGDOM

 

5. Date on which the threshold was crossed or reached

 

23-Jan-2023

 

6. Date on which Issuer notified

 

25-Jan-2023

 

7. Total positions of person(s) subject to the notification obligation

 

	% of voting rights attached to shares (total of 8.A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached	5.898877	0.087760	5.986637	20309662
Position of previous notification (if applicable)	4.349559	1.456526	5.806085

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

 

8A. Voting rights attached to shares

 

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	Number of indirect voting rights (DTR5.2.1)	% of direct voting rights (DTR5.1)	% of indirect voting rights (DTR5.2.1)
GB00BJ1F4N75		20011935		5.898877
Sub Total 8.A	20011935		5.898877%

 

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

 

Type of financial instrument	Expiration date	Exercise/conversion period	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
Call Option (Physically Settled)	21/04/2023	at any time	600	0.000177
Right of recall over securities lending agreements	at any time	at any time	87867	0.025900
Sub Total 8.B1			88467	0.026077%

  

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

 

Type of financial instrument	Expiration date	Exercise/conversion period	Physical or cash settlement	Number of voting rights	% of voting rights
Equity Swap	17/07/2023	at any time	Cash	175600	0.051761
Equity Swap	05/01/2024	at any time	Cash	33260	0.009804
Put Option (Physically Settled)	21/04/2023	at any time	Physical	400	0.000118
Sub Total 8.B2				209260	0.061683%

 

9. Information in relation to the person subject to the notification obligation

 

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	Name of controlled undertaking	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Morgan Stanley (Chain 1)
Morgan Stanley (Chain 1)	Morgan Stanley Capital Management, LLC
Morgan Stanley (Chain 1)	Morgan Stanley Domestic Holdings, Inc.
Morgan Stanley (Chain 1)	Morgan Stanley & Co. LLC
Morgan Stanley (Chain 2)
Morgan Stanley (Chain 2)	Morgan Stanley International Holdings Inc.
Morgan Stanley (Chain 2)	Morgan Stanley International Limited
Morgan Stanley (Chain 2)	Morgan Stanley Investments (UK)
Morgan Stanley (Chain 2)	Morgan Stanley & Co. International plc	5.898292		5.950142%
Morgan Stanley (Chain 3)
Morgan Stanley (Chain 3)	Morgan Stanley Capital Management, LLC
Morgan Stanley (Chain 3)	Morgan Stanley Domestic Holdings, Inc.
Morgan Stanley (Chain 3)	Morgan Stanley & Co. LLC
Morgan Stanley (Chain 3)	Prime Dealer Services Corp.
Morgan Stanley (Chain 4)
Morgan Stanley (Chain 4)	Morgan Stanley Capital Management, LLC
Morgan Stanley (Chain 4)	Morgan Stanley Domestic Holdings, Inc.
Morgan Stanley (Chain 4)	ETCM Holdings, LLC
Morgan Stanley (Chain 4)	E*TRADE Securities LLC
Morgan Stanley (Chain 5)
Morgan Stanley (Chain 5)	Morgan Stanley Capital Management, LLC
Morgan Stanley (Chain 5)	Morgan Stanley Domestic Holdings, Inc.
Morgan Stanley (Chain 5)	Morgan Stanley Capital Services LLC

 

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

 

Of the total voting rights attached to shares in Section 8A, 1,982 (0.000584%) of these are the result of stock borrowing agreements.

 

12. Date of Completion

 

25-Jan-2023

 

13. Place Of Completion

 

Glasgow

 

 

 

               

 

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: 25 January 2023

 

 

Micro Focus International plc

 

	By:	/s/ Matt Ashley
	Name:	Matt Ashley
	Title:	Chief Financial Officer