TIDMMCRO 
 
 

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

 

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

 

Rule 8.3 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 
(a) Full name of discloser:              Millennium International Management 
                                         LP 
(b) Owner or controller of interests 
and short positions disclosed, if 
different from 1(a): The naming of 
nominee or vehicle companies is 
insufficient. For a trust, the 
trustee(s), settlor and beneficiaries 
must be named. 
(c) Name of offeror/offeree in           Micro Focus International plc 
relation to whose relevant securities 
this form relates: Use a separate 
form for each offeror/offeree 
(d) If an exempt fund manager 
connected with an offeror/offeree, 
state this and specify identity of 
offeror/offeree: 
(e) Date position held/dealing           30(th) January 2023 
undertaken: For an opening position 
disclosure, state the latest 
practicable date prior to the 
disclosure 
(f) In addition to the company in        No 
1(c) above, is the discloser making 
disclosures in respect of any other 
party to the offer? If it is a cash 
offer or possible cash offer, state 
"N/A" 
 

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

 
                                  10p ordinary (GB00BJ1F4N75) 
Class of relevant security:        ADR (US5948374039) 
                                  Interests          Short positions 
                                  Number     %       Number    % 
(1) Relevant securities owned 
 and/or controlled:               13,020     0.004% 
(2) Cash-settled derivatives:     9,528,990  2.809%  8,304     0.002% 
(3) Stock-settled derivatives 
(including options) and 
agreements to purchase/sell: 
 
 TOTAL:                           9,542,010  2.813%  8,304     0.002% 
 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

(b) Rights to subscribe for new securities (including directors' and other employee options)

 
Class of relevant security in relation to which subscription right exists: 
Details, including nature of the rights concerned and relevant 
percentages: 
 

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a) Purchases and sales

 
Class of relevant    Purchase/sale  Number of securities  Price per unit (USD) 
security 
 
 

(b) Cash-settled derivative transactions

 
                               Nature of dealing 
                               e.g. opening/closing 
                               a long/short 
                               position,                          Price 
Class of        Product        increasing/reducing    Number of   per 
relevant        description    a long/short           reference   unit 
security        e.g. CFD       position               securities  (GBP) 
                                 Reducing a long 
GB00BJ1F4N75     Equity Swap      position             3,795       5.32 
                                 Reducing a long 
GB00BJ1F4N75     Equity Swap      position             18,725      5.32 
                                 Reducing a long 
GB00BJ1F4N75     Equity Swap      position             474         5.32 
                                 Reducing a long 
GB00BJ1F4N75     Equity Swap      position             474         5.32 
                                 Increasing a long 
GB00BJ1F4N75     Equity Swap      position             1,522       5.32 
                                 Reducing a long 
GB00BJ1F4N75     Equity Swap      position             468,411     5.31 
                                 Reducing a long 
GB00BJ1F4N75     Equity Swap      position             561         5.32 
                                 Reducing a long 
GB00BJ1F4N75     Equity Swap      position             1,600       5.32 
                                 Reducing a long 
GB00BJ1F4N75     Equity Swap      position             984         5.32 
                                 Increasing a long 
GB00BJ1F4N75     Equity Swap      position             761         5.32 
                                 Increasing a long 
GB00BJ1F4N75     Equity Swap      position             791,057     5.32 
 

(c) Stock-settled derivative transactions (including options)

 

(i) Writing, selling, purchasing or varying

 
Class of  Product      Writing,     Number of   Exercise  Type e.g.  Expiry  Option 
relevant  description  purchasing,  securities  price     American,  date    money 
security  e.g. call    selling,     to which    per unit  European           paid/ 
          option       varying      option      (USD)     etc.               received 
                       etc.         relates                                  per 
                                                                             unit 
 
 

(ii) Exercise

 
Class of        Product          Exercising/     Number of        Exercise 
relevant        description      exercised       securities       price per 
security        e.g. call        against                          unit 
                option 
 
 

(d) Other dealings (including subscribing for new securities)

 
Class of relevant       Nature of dealing      Details    Price per unit (if 
security                e.g. subscription,                applicable) 
                        conversion 
 
 

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 person 
making the disclosure and any party to the offer or any person acting in 
concert with a party to the offer: Irrevocable commitments and letters of 
intent should not be included. 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 person making the disclosure 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

 
Is a Supplemental Form 8 (Open Positions) attached?    No 
 
 
Date of disclosure:    31(st) January 2023 
Contact name:          Roisin Nagle 
Telephone number:      +44 203 192 8746 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. 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.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20230131005680/en/

 
    CONTACT: 

Millennium Partners, L.P.

 
    SOURCE: Millennium Partners, L.P. 
Copyright Business Wire 2023 
 

(END) Dow Jones Newswires

January 31, 2023 10:25 ET (15:25 GMT)

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