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:

Qube Research & Technologies Limited

(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 relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Micro Focus International plc

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:

 

(e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

25/01/2023

(f) In addition to the company in 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”

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)

Class of relevant security:

 

10p Ordinary Share

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

 

 

 

 

(2) Cash-settled derivatives:

 

3,471,494

1.02

0

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0

0

0

 

TOTAL:

3,471,494

1.02

0

0

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:

0

Details, including nature of the rights concerned and relevant percentages:

0

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 security

Purchase/sale

 

Number of securities

Price per unit

(b) Cash-settled derivative transactions

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

10p Ordinary Share

Equity Swap

Increasing a long position

1351

531

10p Ordinary Share

Equity Swap

Increasing a long position

206

530.8

10p Ordinary Share

Equity Swap

Increasing a long position

896

531

10p Ordinary Share

Equity Swap

Increasing a long position

800

531.2

10p Ordinary Share

Equity Swap

Increasing a long position

1576

531.2

10p Ordinary Share

Equity Swap

Increasing a long position

6971

531

10p Ordinary Share

Equity Swap

Increasing a long position

470

531

10p Ordinary Share

Equity Swap

Increasing a long position

1902

531

10p Ordinary Share

Equity Swap

Increasing a long position

274

531

10p Ordinary Share

Equity Swap

Increasing a long position

996

531

10p Ordinary Share

Equity Swap

Increasing a long position

342

531

10p Ordinary Share

Equity Swap

Reducing a long position

100

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

78

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

7138

531

10p Ordinary Share

Equity Swap

Reducing a long position

838

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

364

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

928

531

10p Ordinary Share

Equity Swap

Reducing a long position

1671

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

22

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

398

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

100

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

632

531

10p Ordinary Share

Equity Swap

Reducing a long position

1059

530.6

10p Ordinary Share

Equity Swap

Reducing a long position

2122

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

1318

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

314

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

1187

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

997

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

1055

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

816

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

200

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

339

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

1115

531

10p Ordinary Share

Equity Swap

Reducing a long position

1920

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

1692

531

10p Ordinary Share

Equity Swap

Reducing a long position

19

530.8

10p Ordinary Share

Equity Swap

Reducing a long position

927

530.8

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

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

0

0

0

0

 

0

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

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

0

 

0

0

0

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:

26/01/2023

Contact name:

Stuart Brown

Telephone number:

00442070722969

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

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.

Copyright Business Wire 2023