9th May 2011 10:38
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: | Micro Focus International plc (LSE:MCRO.L) |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Micro Focus International plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeree |
(e) Date position held: | 26 April 2011 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | No |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree
to which the disclosure relates
Class of relevant security:
| Ordinary shares of £0.10 each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities,should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements shouldbe disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | Nil |
Details, including nature of the rights concerned and relevant percentages: | N/A |
If there are positions or rights to subscribe to disclose in more than one class of relevant securitiesof the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional classof relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: | |||||||||
The Directors of the Company and their connected persons have the following beneficial interests in the ordinary shares of 10p each ("Ordinary Shares") of the Company: | |||||||||
Name of Director/connected person | No. of Ordinary Shares | % of ISC | |||||||
Kevin Loosemore | 250,000 | 0.126 | |||||||
Diane Loosemore | 150,000 | 0.076 | |||||||
Josephine Phillips | 69,139 | 0.035 | |||||||
David Maloney | 50,000 | 0.025 | |||||||
Executive Directors' interests in share options: | |||||||||
Grant date | No. of options | Exercise price (£) | Exercisable from | Exercisable to | |||||
Kevin Loosemore | 19/04/11 | 652,000 | Nil | 19/04/14 | 18/04/16 | ||||
Mike Phillips | 07/09/10 | 269,801 | 3.169 | 07/09/13 | 06/09/20 | ||||
Mike Phillips | 18/04/11 | 146,504 | Nil | 01/07/14 | 31/12/14 | ||||
The company's connected advisers have the following interests outside those disclosed by Exempt Principal Traders and Exempt Fund Managers: | |||||||||
Name of Connected Adviser | No. of Ordinary Shares | % of ISC | Short positions | % of ISC | |||||
UBS Financial Services | 20,000 | 0.010 | Nil | ||||||
UBS Securities LLC | 133,824 | 0.068 | 12,000 | 0.006 | |||||
Numis Securities | 1,720 | 0.001 | Nil | ||||||
If there are positions or rights to subscribe to disclose in more than one class of relevant securitiesof the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities,should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangementsshould be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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: If there are no such agreements, arrangements or understandings, state "none" |
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
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" |
None |
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 6 May 2011 |
| Contact name: | Jane Smithard |
| Telephone number: | +44 1635 565 492 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service andmust also be emailed to the Takeover Panel at [email protected]. The Panel's MarketSurveillance Unit is available for consultation in relation to the Code's dealing disclosure requirementson +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
MCRO.L