UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
Month of: January 2023
Commission
File Number: 001-38187
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MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
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The Lawn, 22-30 Old Bath Road
Newbury, Berkshire
RG14 1QN
United Kingdom
+44 (0) 1635-565-459
(Address of principal executive office)
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Indicate
by check mark whether this registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F
☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
CONTENTS
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Exhibit No.
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Exhibit Description
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99.1
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TR-1
Notification of Major Holdings, dated 19 January 2023
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TR-1: Standard form for
notification of major holdings
1. Issuer Details
ISIN
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GB00BJ1F4N75
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Issuer Name
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MICRO FOCUS INTERNATIONAL PLC
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UK or Non-UK Issuer
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UK
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2. Reason for Notification
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An acquisition or disposal of voting rights
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3. Details of person subject to the notification
obligation
Name
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JPMorgan Chase & Co.
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City of registered office (if applicable)
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Country of registered office (if applicable)
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US
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4. Details of the shareholder
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Name
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City
of registered office
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Country
of registered office
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J.P.
Morgan Securities plc
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5. Date on which the threshold was crossed or reached
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16-Jan-2023
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6. Date on which Issuer notified
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18-Jan-2023
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7. Total positions of person(s) subject to the notification
obligation
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% of voting rights attached to shares (total of 8.A)
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% of voting rights through financial instruments (total of 8.B 1 +
8.B 2)
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Total of both in % (8.A + 8.B)
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Total number of voting rights held in issuer
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Resulting
situation on the date on which threshold was crossed or
reached
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1.380400
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5.029339
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6.409739
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21744224
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Position
of previous notification (if applicable)
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1.142642
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4.984082
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6.126724
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8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached
8A. Voting rights attached to shares
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Class/Type of shares ISIN code(if possible)
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Number of direct voting rights (DTR5.1)
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Number of indirect voting rights (DTR5.2.1)
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% of direct voting rights (DTR5.1)
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% of indirect voting rights (DTR5.2.1)
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GB00BJ1F4N75
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4682832
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1.380400
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Sub
Total 8.A
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4682832
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1.380400%
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8B1. Financial Instruments according to (DTR5.3.1R.(1)
(a))
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Type of financial instrument
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Expiration date
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Exercise/conversion period
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Number of voting rights that may be acquired if the instrument is
exercised/converted
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% of voting rights
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Depository
Receipt
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n/a
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n/a
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848
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0.000250
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Sub
Total 8.B1
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848
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0.000250%
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8B2. Financial Instruments with similar economic effect according
to (DTR5.3.1R.(1) (b))
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Type of financial instrument
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Expiration date
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Exercise/conversion period
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Physical or cash settlement
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Number of voting rights
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% of voting rights
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Cash-settled Equity
Swap
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26/01/2023
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26/01/2023
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Cash
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961801
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0.283519
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Cash-settled Equity
Swap
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07/02/2023
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07/02/2023
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Cash
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2243621
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0.661372
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Cash-settled Equity
Swap
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08/03/2023
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08/03/2023
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Cash
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2146418
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0.632719
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Cash-settled Equity
Swap
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17/03/2023
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17/03/2023
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Cash
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5526583
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1.629119
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Cash-settled Equity
Swap
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23/03/2023
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23/03/2023
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Cash
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4625506
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1.363501
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Cash-settled Equity
Swap
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04/04/2023
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04/04/2023
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Cash
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17497
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0.005158
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Cash-settled Equity
Swap
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03/05/2023
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03/05/2023
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Cash
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3599
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0.001061
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Cash-settled Equity
Swap
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30/05/2023
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30/05/2023
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Cash
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5190
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0.001530
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Cash-settled Equity
Swap
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02/06/2023
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02/06/2023
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Cash
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2265
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0.000668
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Cash-settled Equity
Swap
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05/07/2023
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05/07/2023
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Cash
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5142
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0.001516
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Cash-settled Equity
Swap
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02/08/2023
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02/08/2023
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Cash
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107
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0.000032
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Cash-settled Equity
Swap
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03/10/2023
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03/10/2023
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Cash
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541523
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0.159629
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Cash-settled Equity
Swap
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13/10/2023
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13/10/2023
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Cash
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89778
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0.026465
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Cash-settled Equity
Swap
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02/11/2023
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02/11/2023
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Cash
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208545
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0.061475
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Cash-settled Equity
Swap
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05/12/2023
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05/12/2023
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Cash
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281692
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0.083037
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Cash-settled Equity
Swap
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19/03/2024
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19/03/2024
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Cash
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365505
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0.107743
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Cash-settled Equity
Swap
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27/04/2026
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27/04/2026
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Cash
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35772
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0.010545
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Sub
Total 8.B2
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17060544
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5.029089%
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9. Information in relation to the person subject to the
notification obligation
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2. Full chain of controlled undertakings through which the voting
rights and/or the financial instruments are effectively held
starting with the ultimate controlling natural person or legal
entities (please add additional rows as necessary)
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Ultimate controlling person
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Name of controlled undertaking
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% of voting rights if it equals or is higher than the notifiable
threshold
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% of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
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Total of both if it equals or is higher than the notifiable
threshold
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JPMorgan Chase
& Co.
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J.P.
Morgan Securities plc
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5.029091
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5.977338%
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JPMorgan Chase
& Co.
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JPMorgan Chase
Bank, National Association
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JPMorgan Chase
& Co.
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J.P.
Morgan SE
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JPMorgan Chase
& Co.
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J.P.
Morgan Securities LLC
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10. In case of proxy voting
Name of the proxy holder
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The number and % of voting rights held
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The date until which the voting rights will be held
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11. Additional Information
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Chain of controlled undertakings:
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
J.P. Morgan International Finance Limited (100%)
J.P. Morgan Capital Holdings Limited (100%)
J.P. Morgan Securities plc (100%)
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
J.P. Morgan International Finance Limited (100%)
J.P. Morgan SE (100%)
JPMorgan Chase & Co.
JPMorgan Chase Holdings LLC (100%)
J.P. Morgan Broker-Dealer Holdings Inc. (100%)
J.P. Morgan Securities LLC (100%)
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12. Date of Completion
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18-Jan-2023
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13. Place Of Completion
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London
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
Date:
19 January 2023
Micro
Focus International plc
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By:
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/s/
Matt Ashley
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Name:
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Matt
Ashley
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Title:
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Chief
Financial Officer
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