Filing Details
- Accession Number:
- 0000945621-20-000056
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-14 08:22:07
- Filed By:
- Causeway Capital Management Llc
- Company:
- Micro Focus International Plc (NYSE:MFGP)
- Filing Date:
- 2020-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| CAUSEWAY CAPITAL MANAGEMENT | 19,631,318 | 0 | 29,945,679 | 0 | 29,945,679 | 8.98% |
Filing
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(AMENDMENT NO.
1)*
| MICRO FOCUS INTERNATIONAL PLC |
| (Name of Issuer) |
| Ordinary Shares |
| (Title of Class of Securities) |
| 594837403 |
| (CUSIP Number) |
| December 31, 2019 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 7 pages
| CUSIP No. 594837403 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| CAUSEWAY CAPITAL MANAGEMENT LLC, TIN # 95-486180 | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 19,631,318 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 29,945,679 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 29,945,679 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.98% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA | | | |||
| | | ||||
Page 2 of 7 pages
| Item 1(a). | Name of Issuer: MICRO FOCUS INTERNATIONAL PLC |
| Item 1(b). | Address of Issuer's Principal Executive Offices: The Lawn 22-30 Old Bath Road Newbury, Berkshire United Kingdom RG14 1QN |
| Item 2(a). | Name of Person Filing: CAUSEWAY CAPITAL MANAGEMENT LLC |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: 11111 Santa Monica Blvd, 15th Floor Los Angeles, CA 90025 |
| Item 2(c). | Citizenship: Delaware (USA) |
| Item 2(d). | Title of Class of Securities: Ordinary Shares |
| Item 2(e). | CUSIP Number: 594837403 |
Page 3 of 7 pages
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or |
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
| (a) | ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☒ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
Page 4 of 7 pages
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 29,945,679 |
| (b) | Percent of class: 8.98% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 19,631,318 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 29,945,679 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
Page 5 of 7 pages
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following ☐.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. The investment advisory clients of the reporting person have the right to receive dividends and sales proceeds from such securities. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. N/A |
| Item 8. | Identification and Classification of Members of the Group. N/A |
| Item 9. | Notice of Dissolution of Group. N/A |
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 6 of 7 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2020 | Nicolas Chang | |
| By: | /s/ Nicolas Chang | |
| Name: Nicolas Chang | ||
| Title: Senior Compliance Officer | ||
Page 7 of 7 pages