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TR-1: notification of major interests in shares
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:
Micro Focus International plc
2. Reason for the notification (please tick the appropriate box or boxes)
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:
GAM London Ltd
4. Full name of shareholder(s) (if different from 3.):
5. Date of the transaction (and date on which the threshold is crossed or reached if different):
16 August 2010
6. Date on which issuer notified:
27 June 2012
7. Threshold(s) that is/are crossed or reached:
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:
GAM London Ltd and GAM International Management Ltd are the discretionary managers of a number of funds, some of which held Micro Focus Intl Plc. We received a S793 request recently, which also indicated a possible missing TR-1 disclosure. Having investigated this, I found that we did indeed miss a disclosure when, amalgamated, both companies above held 5.00% and then sold a small holding to go under the 5% reportable level. Regrettably, due to the fact that this holding was spread over 2 companies, our systems had some difficulty in indentifying the fact we ceased to have a reportable level as of 16 August 2010. Looking further back I can identify another 3 occassions on 18 November 2009, 27 November 2009 and 1 December 2009 where our amalgamated holding went, respectively from 5.03% to under 5%, from under 5% to 5.00% and from 5.00% to under 5% due to some small sales and purchases at the time.
Following a seperate request on 21 June 2011, I did confirm by letter to the Company Secretary of Micro Focus Intl Plc that we did not have any holdings in the company as of that date. That is still the case currently.
Please note that since this time, we have changed our systems so that the above should not happen again. Please accept our sincere apologies for the missing of the disclosures at the time, and hope you can accept this late disclosure.
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease to hold:
12. Date on which proxy holder will cease to hold voting rights:
B: Identity of the notifier, if applicable
Jane Smithard (Micro Focus International plc)
The Lawn, 22-30 Old Bath Road, Newbury, RG14 1QN
Phone number & email
+44 1635 565492
Other useful information
(e.g. functional relationship with the person or legal entity subject to the notification obligation)
C: Additional information
Micro Focus International plc received this notification from GAM (U.K.) Limited and is disclosing this information in accordance with DTR 5.8.12.