20th Sep 2018 10:20
20 September 2018
Micro Focus International plc ("Micro Focus" or the "Company")
Share Awards
Micro Focus International plc (the "Company", LSE: MCRO.L, NYSE: MFGP) announces that, following a review of existing Additional Share Grant ("ASG") awards after the announcement of the forthcoming SUSE sale, ASG awards made to Executive Directors on completion of the HPE Software acquisition on 1 September 2017 (the "Transaction") will be cancelled. New ASG awards will be granted in order to align with the business plan to deliver value by October 2020 and focus Executive Directors on delivering significant value to shareholders over the 3 years from completion of the Transaction. The Company believes that, in the light of the HPE Software integration and the wider competitive environment evidenced by recent M&A activity in the software sector, the alignment of the vesting period to September 2020 is essential to provide an effective incentive over the period of the business plan.
The current Executive Directors (Kevin Loosemore, Stephen Murdoch and Chris Kennedy) and those who were Executive Directors at the time of the existing award and remain in employment (Nils Brauckmann and Mike Phillips) have agreed to surrender their existing ASG awards made on 1 September 2017 which were due to vest on 7 September 2019. In return, the Company has made new ASG awards over ordinary shares in the Company as detailed below, which are due to vest on 1 September 2020 (being 3 years from the completion of the Transaction).
Director | No of Nil Cost Options over Ordinary Shares |
Kevin Loosemore | 1,100,000 |
Stephen Murdoch | 947,000 |
Chris Kennedy | 676,000 |
Mike Phillips | 676,000 |
Nils Brauckmann | 500,000 |
The Total Shareholder Returns (TSR) performance thresholds for the new awards are unchanged from the previous awards, save in respect of the period to vesting, and the number of new awards is equal to the number of previous awards which they replace, except for Stephen Murdoch and Chris Kennedy where increases (of 447,000 and 176,000 awards respectively) have been made to reflect Stephen's promotion to CEO and to align Chris' awards to those granted to his predecessor.
In addition, in order to reflect Stephen Murdoch's promotion to CEO, a top-up LTIP award has been made under the Micro Focus International Incentive Plan 2005 so that his total award for 2017/18 is 200% of Base Salary. A similar top-up LTIP award has been made for Chris Kennedy to take his total award for the 2017/18 year to 200% of Base Salary.
Notification of transaction by PDMR
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
a) | Name | 1. KEVIN LOOSEMORE 2. STEPHEN MURDOCH 3. CHRIS KENNEDY (PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES) | ||||||||
2 | Reason for the notification | |||||||||
a) | Position/status | DIRECTORS | ||||||||
b) | Initial notification /Amendment | INITIAL NOTIFICATION | ||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
a) | Name | MICRO FOCUS INTERNATIONAL PLC
| ||||||||
b) | LEI | 213800F8E4X648142844
| ||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
a) | Description of the financial instrument, type of instrument
Identification code | ORDINARY SHARES OF 10 PENCE EACH
GB00BD8YM01 | ||||||||
b) | Nature of the transaction | AWARD OF ADDITIONAL SHARE GRANTS | ||||||||
c)
| Price(s) and volume(s)
| NUMBERS 1 TO 3 IN THE LEFT HAND COLUMN CORRESPOND TO THE RELEVANT PDMR AS DETAILED IN BOX 1a ABOVE
| ||||||||
d) | Aggregated information
- Aggregated volume
- Price
|
N/A
| ||||||||
e) | Date of the transaction | 20th September 2018
| ||||||||
f) | Place of the transaction | London Stock Exchange
XLON | ||||||||
Notification of transaction by PDMR
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
a) | Name | 1. STEPHEN MURDOCH 2. CHRIS KENNEDY (PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES) | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | DIRECTORS | ||||||
b) | Initial notification /Amendment | INITIAL NOTIFICATION | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | MICRO FOCUS INTERNATIONAL PLC
| ||||||
b) | LEI | 213800F8E4X648142844
| ||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a) | Description of the financial instrument, type of instrument
Identification code | ORDINARY SHARES OF 10 PENCE EACH
GB00BD8YM01 | ||||||
b) | Nature of the transaction | AWARD OF SHARE OPTIONS UNDER THE MICRO FOCUS INTERNATIONAL PLC INCENTIVE PLAN 2005 | ||||||
c)
| Price(s) and volume(s)
| NUMBERS 1 AND 2 IN THE LEFT HAND COLUMN CORRESPOND TO THE RELEVANT PDMR AS DETAILED IN BOX 1a ABOVE
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
N/A
| ||||||
e) | Date of the transaction | 20th September 2018
| ||||||
f) | Place of the transaction | London Stock Exchange
XLON | ||||||
Related Shares:
MCRO.L