Form 8.3 – Micro Focus International plc
LONDON, 20 January 2023–(BUSINESS WIRE)–
FORM 8.3
PUBLIC OPENING POSTITION DISCLOSURE/DEALING.
A PERSON INTERESTED IN RELEVANTSECURITIES REPRESENTING 1% AND MORE
Rule 8.3 (the “Code”) of the Takeover Code
1. KEY INFORMATION
(a) Full name: |
Millennium International Management LP |
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(b) If different from 1(a), the owner or controller of short positions and interests is disclosed: Names of nominee or vehicle company are not sufficient. Name the trustee(s), settlor, and beneficiaries for a trust. |
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(c) Name of the offeror/offeree with respect to the relevant securities to which this form is related: Each offeror/offeree should have its own form |
Micro Focus International plc |
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(d) If an exempt manager of a fund is connected to an offeror/offeree state this and indicate the identity of offeror/offeree |
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(e) Date position held/dealing undertaken: An opening position disclosure requires that you state the most recent date possible prior to disclosure. |
19Th January 2023 |
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(f) Are disclosures made by the discloser in respect to any other parties to the offer in addition to the company listed in 1(c), above. If it’s a cash offer or potential cash offer, indicate “N/A.” |
No |
2. POSITIONS OF PERSON DISCLOSING
If there are rights or positions that you wish to disclose in more than one type of relevant securities of offeror or offeree, copy table 2 (a) or b (as applicable) for each additional category of relevant security.
(a) Following the deal (if any), interest in and short positions in relevant securities of offerors or offeres to which disclosure pertains.
Security classification: |
10p ordinary (GB00BJ1F4N75). ADR (US59483740399) |
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Interests |
Positions for the short term |
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Number |
% |
Number |
% |
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(1) Relevant securities held and/or controlled |
12,651 |
0.004% |
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(2) Cash-settled derivatives: |
9,239,246 |
2.723% |
8,304 |
0.002% |
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(3) Stock-settled derivatives (including option) and agreements to buy/sell: |
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TOTAL: |
9,251,897 |
2.727% |
8,304 |
0.002% |
All interests, including short positions, should be disclosed.
On a Supplemental Form 8 (“Open Positions”), you should provide details of any open stock-settled derivative position (including traded options) or agreements to buy or sell relevant securities.
(b) Rights to subscribe for new securities (including directors’ and other employee options)
Subscription right class: |
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Information, including the nature and percentages of the rights involved: |
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
If there were dealings in more than one type of relevant securities of offeror or offeree listed in 1(c), copy Table 3(a),(b),(c) or (3(d) (as applicable) for each additional relevant security.
It is necessary to indicate the currency used for all prices and other amounts.
(a) Sales and purchases
Security classification |
Purchase/sale |
Number of securities |
Price per unit (USD) |
US5948374039 |
Sale |
46,145 |
6.49 |
US5948374039 |
Sale |
10 |
6.51 |
(b) Cash-settled derivative transactions
Security classification |
Product description e.g. CFD |
Nature of dealing e.g. You can open/close a short/long position, increase/ decrease a short/long position |
Reference securities |
Price per unit |
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GB00BJ1F4N75 |
Equity Swap |
Reduce a long position |
4,705 |
5.30 GBP |
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GB00BJ1F4N75 |
Equity Swap |
Reducing a lengthy position |
8,690 |
5.30 GBP |
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GB00BJ1F4N75 |
Equity Swap |
An increase in a long position |
30 |
5.30 GBP |
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GB00BJ1F4N75 |
Equity Swap |
An increase in a long position |
767 |
5.31 GBP |
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GB00BJ1F4N75 |
Equity Swap |
Reducing a lengthy position |
3,053 |
5.30 GBP |
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GB00BJ1F4N75 |
Equity Swap |
An increase in a long position |
56 |
5.30 GBP |
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GB00BJ1F4N75 |
Equity Swap |
An increase in a long position |
46,145 |
6.49 USD |
(c) Stock-settled derivatives transactions (including options).
(i) Writing, selling or purchasing, or any combination thereof
Security classification |
Product description e.g. Call option |
Writing, buying, selling, varying, etc. |
The number of securities to which the option refers |
Exercise price per unit (USD) |
Type e.g. American, European etc. |
Expiry Date |
Option money paid/ received per unit |
(ii) Exercise
Security classification |
Product description e.g. Call option |
Exercising/ exercising against |
Number of securities |
Exercise price per unit |
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(d) Other dealings (including subscriptions for new securities).
Security classification |
Nature of dealing e.g. Subscription, conversion |
More details |
Prices per unit (if applicable). |
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4. AUTOTHER INFORMATION
(a) Other arrangements, including indemnity
Details of any indemnity and option arrangements, or agreements or understandings, formal or not, relating to relevant security which could be an inducement to deal or refrain form dealing, entered into either by the person making disclosure or any party to offer or any person acting together with a party: You should not include irrevocable commitments or letters of intent. If you do not have any such agreements, arrangements, or understandings, simply state “none”. |
NONE |
(b) Agreements, arrangements and understandings regarding options or derivatives
Information about any agreement, arrangement, or understanding between the person disclosing and any other person in relation to: (i) The voting rights of any relevant securities, under any option; (ii) The voting rights and future acquisition or disposal any relevant securities to whom any derivative is referred: If there aren’t any such arrangements, agreements, or understandings, please state “none”. |
NONE |
(c) Attachments
Is there a Supplemental Formula 8 (Open Positions), attached? |
No |
Date of disclosure |
20Th January 2023 |
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Name of the contact: |
Roisin Nagle |
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Telephone number |
+44 203 192 8746 |
Public disclosures made under Rule 8 must be sent to a Regulatory Information Service. They must also be emailed at the Takeover Panel. [email protected]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
Businesswire.com – View the source version https://www.businesswire.com/news/home/20230120005304/en/
Contacts
Millennium Partners, L.P.