0000945621-19-000079.txt : 20190214 0000945621-19-000079.hdr.sgml : 20190214 20190214140147 ACCESSION NUMBER: 0000945621-19-000079 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRO FOCUS INTERNATIONAL PLC CENTRAL INDEX KEY: 0001359711 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90273 FILM NUMBER: 19604380 BUSINESS ADDRESS: STREET 1: 22-30 OLD BATH ROAD CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 1QN MAIL ADDRESS: STREET 1: 22-30 OLD BATH ROAD CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 1QN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAUSEWAY CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001165797 IRS NUMBER: 954861680 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3102316100 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G 1 causewaymicrofocus13g4q2018.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G*
(Rule 13d-102)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO.     )*

Micro Focus International PLC
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
59408Q304
(CUSIP Number)
 
December 31, 2018
(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 6 pages

CUSIP No. 59408Q304

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 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
 
 
 23,659,030
 
 
 
 
6
SHARED VOTING POWER
 
 
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 37,452,460
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 37,452,460
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 8.95%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IA
 
 
 
 
 
Page 2 of 6 pages

CUSIP No. 59408Q304

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 RG14 1QN
 United Kingdom

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:

 59408Q304

Page 3 of 6 pages

CUSIP No. 59408Q304

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: ____________________________ .
 
Item 4. Ownership.


(a) Amount beneficially owned: 37,452,460


(b) Percent of class: 8.95%


(c) Number of shares as to which the person has:


(i) Sole power to vote or to direct the vote: 23,659,030


(ii) Shared power to vote or to direct the vote:

  (iii) Sole power to dispose or to direct the disposition of: 37,452,460

  (iv) Shared power to dispose or to direct the disposition of:
 

Page 4 of 6 pages

CUSIP No. 59408Q304

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 5 of 6 pages

 CUSIP No. 59408Q304

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.

 
February 14, 2019
 
 
Date
 
 
 
 
 
/s/ Nicolas Chang
 
 
Signature
 
 
 
 
  Nicolas Chang/Senior Compliance Officer
 
  Name/Title
 

Page 6 of 6 pages