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6-K 1 a4163n.htm TR-1 NOTIFICATION OF MAJOR HOLDINGS a4163n

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

+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	TR-1 Notification of Major Holdings, dated 20 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

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

JPMorgan Chase & Co.

City of registered office (if applicable)

Country of registered office (if applicable)

4. Details of the shareholder

Name	City of registered office	Country of registered office
J.P. Morgan Securities plc

5. Date on which the threshold was crossed or reached

17-Jan-2023

6. Date on which Issuer notified

19-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	1.442792	5.027802	6.470594	21950667
Position of previous notification (if applicable)	1.380400	5.029339	6.409739

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		4894489		1.442792
Sub Total 8.A	4894489		1.442792%

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
Depository Receipt	n/a	n/a	848	0.000250
Sub Total 8.B1			848	0.000250%

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
Cash-settled Equity Swap	26/01/2023	26/01/2023	Cash	961801	0.283519
Cash-settled Equity Swap	07/02/2023	07/02/2023	Cash	2243621	0.661372
Cash-settled Equity Swap	08/03/2023	08/03/2023	Cash	2146418	0.632719
Cash-settled Equity Swap	17/03/2023	17/03/2023	Cash	5526583	1.629119
Cash-settled Equity Swap	23/03/2023	23/03/2023	Cash	4625506	1.363501
Cash-settled Equity Swap	04/04/2023	04/04/2023	Cash	16039	0.004728
Cash-settled Equity Swap	03/05/2023	03/05/2023	Cash	3599	0.001061
Cash-settled Equity Swap	30/05/2023	30/05/2023	Cash	3633	0.001071
Cash-settled Equity Swap	02/06/2023	02/06/2023	Cash	2265	0.000668
Cash-settled Equity Swap	05/07/2023	05/07/2023	Cash	5142	0.001516
Cash-settled Equity Swap	02/08/2023	02/08/2023	Cash	107	0.000032
Cash-settled Equity Swap	03/10/2023	03/10/2023	Cash	542123	0.159806
Cash-settled Equity Swap	13/10/2023	13/10/2023	Cash	89778	0.026465
Cash-settled Equity Swap	02/11/2023	02/11/2023	Cash	218110	0.064294
Cash-settled Equity Swap	05/12/2023	05/12/2023	Cash	281692	0.083037
Cash-settled Equity Swap	19/03/2024	19/03/2024	Cash	363505	0.107154
Cash-settled Equity Swap	27/04/2026	27/04/2026	Cash	25408	0.007490
Sub Total 8.B2				17055330	5.027552%

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
JPMorgan Chase & Co.	J.P. Morgan Securities plc		5.027552	6.037818%
JPMorgan Chase & Co.	JPMorgan Chase Bank, National Association
JPMorgan Chase & Co.	J.P. Morgan SE
JPMorgan Chase & Co.	J.P. Morgan Securities 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

Chain of controlled undertakings:

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association (100%)

J.P. Morgan International Finance Limited (100%)

J.P. Morgan Capital Holdings Limited (100%)

J.P. Morgan Securities plc (100%)

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association (100%)

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association (100%)

J.P. Morgan International Finance Limited (100%)

J.P. Morgan SE (100%)

JPMorgan Chase & Co.

JPMorgan Chase Holdings LLC (100%)

J.P. Morgan Broker-Dealer Holdings Inc. (100%)

J.P. Morgan Securities LLC (100%)

12. Date of Completion

19-Jan-2023

13. Place Of Completion

London

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: 20 January 2023

Micro Focus International plc

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

SEC Form 6-K filed by Micro Focus Intl PLC