| FORM 8.5 (EPT/NON-RI) | |||||||
| PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN | |||||||
| EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS | |||||||
| (OR WHERE RI STATUS IS NOT APPLICABLE) | |||||||
| Rule 8.5 of the Takeover Code (the "Code") | |||||||
| 1. | KEY INFORMATION | ||||||
| (a) | Name of exempt principal trader: | BARCLAYS CAPITAL SECURITIES LTD | |||||
| (b) | Name of offeror/offeree in relation to whose | MICRO FOCUS INTERNATIONAL PLC | |||||
| | relevant securities this form relates: | ||||||
| (c) | Name of the party to the offer with which exempt | Open Text Corporation | |||||
| | principal trader is connected | | |||||
| (d) | Date position held/dealing undertaken: | 27 January 2023 | |||||
| (e) | In addition to the company in 1(b) above, is the exempt principal | NO |
| | |||
| | trader making disclosures in respect of any other party to the offer? | | | | |||
| 2. | POSITIONS OF THE EXEMPT PRINCIPAL TRADER | ||||||
| (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 | | | ||||
| | Interests | Short Positions | |||||
| | Number | (%) | Number | (%) | |||
| (1) | Relevant securities owned | | | | | ||
| | and/or controlled: | 14,015,224 | 4.13% | 82,782 | 0.02% | ||
| | | | | | | | |
| (2) | Cash-settled derivatives: | | | | | ||
| | | | 10,814 | 0.00% | 14,002,579 | 4.13% | |
| | | | | | | | |
| (3) | Stock-settled derivatives (including options) | | | | | ||
| | and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | ||
| | | | | | | | |
|
| | | | | | | |
| | TOTAL: | | 14,026,038 | 4.13% | 14,085,361 | 4.15% | |
| | | | | | | | |
| (b) | Rights to subscribe for new securities (including directors and other executive | ||||||
|
| 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 EXEMPT PRINCIPAL TRADER | ||||||
| (a) | Purchases and sales | | | | | ||
| Class of relevant | | Purchase/sale | | Total number of | | Highest price per unit | Lowest price per unit |
| security | | | | securities | | paid/received | paid/received |
| 10p ordinary | Purchase | 109,884 | 5.3170 GBP | 5.3137 GBP | |||
| 10p ordinary | Sale | 97,283 | 5.3180 GBP | 5.314 GBP | |||
| | | | | | | | |
| (b) | Cash-settled derivative transactions | | | | |||
| Class of | | Product | | Nature of dealing | | Number of | Price per |
| relevant | | description | | | | reference | unit |
| security | | | | | | securities | |
| 10p ordinary | SWAP | Decreasing Short | 1,308 | 5.3138 GBP | |||
| 10p ordinary | SWAP | Increasing Short | 105 | 5.3160 GBP | |||
| 10p ordinary | SWAP | Increasing Short | 1,121 | 5.3160 GBP | |||
| 10p ordinary | SWAP | Increasing Short | 14,167 | 5.3171 GBP | |||
| 10p ordinary | SWAP | Increasing Short | 19,318 | 5.3140 GBP | |||
| 10p ordinary | SWAP | Increasing Short | 28,858 | 5.3140 GBP | |||
| 10p ordinary | SWAP | Opening Long | 10,814 | 5.3144 GBP | |||
| | | | | | | | |
| (c) | Stock-settled derivative transactions (including options) |
| |||||
| (i) | Writing, selling, purchasing or varying |
| | | |||
| Class | Product | Writing, | Number | Exercise | Type | Expiry | Option |
| of | description | purchasing, | of | price | | date | money |
| relevant | | selling, | securities | per unit | | | paid/ |
| security | | varying etc | to which | | | | received |
| | | | option | | | | per unit |
| | | | relates | | | | |
| | | | | | | | |
| | | | | | | | |
| (ii) | Exercising |
| | | | | |
| Class of relevant | Product description | Exercising/ exercised against | Number of | Exercise price per | |||
| security | | | | securities | unit | ||
| | | | | | |||
| | | | | | | | |
| (d) | Other dealings (including subscribing for new securities) |
| |||||
| Class of relevant | | Nature of Dealings | | Details | Price per unit (if | | |
| security | | | | applicable) | | ||
| | | | | ||||
| 4. | OTHER INFORMATION | ||||||
| (a) | Indemnity and other dealings 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 exempt principal trader making the disclosure and any party | |||||||
| to the offer or any person acting in concert with a party to the offer: | | ||||||
| NONE | |||||||
| (b) | Agreements, arrangements or understandings relating to options or derivatives | ||||||
| Details of any agreement, arrangement or understanding, formal or informal, between | |||||||
| the exempt principal trader 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 of future acquisition or disposal of any relevant securities to which | |||||||
| any derivative is referenced: | | | | | |||
| NONE | |||||||
| (c) | Attachments |
| | | | | |
| Is a Supplemental Form 8 (Open Positions) attached? | NO | ||||||
| Date of disclosure: | 30 Jan 2023 | | | | |||
| Contact name: | Large Holdings Regulatory Operations | ||||||
| Telephone number: | 020 3134 7213 | | | ||||
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