As filed with the Securities and Exchange Commission on _________, 2017
Registration No. 333-     
   
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
_______________________
Micro Focus International PLC
(Exact name of issuer of deposited securities as specified in its charter)
_______________________
Not Applicable
(Translation of issuer’s name into English)
_______________________
England and Wales
(Jurisdiction of incorporation or organization of issuer )
_______________________________________
Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter )
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
_______________________
Law Debenture Corporate Services Inc.
801 2 nd Avenue, Suite 403
New York, New York 10017
(646) 747-1265
(Address, including zip code, and telephone number, including area code, of agent for service)
_______________________________________
Copies to:
Richard B. Aftanas, P.C.
David A. Curtiss
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
 
Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1400
It is proposed that this filing become effective under Rule 466:
ý immediately upon filing.
o on (Date) at (Time).
   
 
If a separate registration statement has been filed to register the deposited shares, check the following box :   ý
_______________________________________
CALCULATION OF REGISTRATION FEE
 
Title of each class
of Securities to be Registered
Amount to be Registered (1)
Proposed
Maximum Aggregate Price Per Unit (2)
Proposed
Maximum Aggregate Offering Price (3)
Amount of Registration Fee
American Depositary Shares, each representing one ordinary share of Micro Focus
100,000,000 American Depositary Shares
$0.05
$5,000,000
$579.50
 
1
Refers to additional American Depositary Shares in addition to the American Depositary Shares registered under Registration Statement No. 333-219677 previously filed by the Registrant.
 
 
 
 
 
 
2  For the purpose of this table only the term "unit" is defined as one American Depositary Share.
3    Estimated  solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
 
  
As permitted by Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), the Prospectus included in this Registration Statement also relates to the American Depositary Shares registered under Registration Statement No. 333-219677 previously filed by the Registrant.

This registration statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
 
 
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to the Registration Statement No. 333-219677 previously filed by the Registrant and is incorporated herein by reference.
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Required Information
 
Location in Form of Receipt Filed Herewith as Prospectus
         
1. 
Name of depositary and address of its principal executive office
 
Face of Receipt – introductory paragraph
 
2.     
Title of Receipts and identity of deposited securities
 
Face of Receipt – top center
         
Terms of Deposit:
   
         
 
(i) 
The amount of deposited securities represented by one American Depositary Share (“ADS”)
 
Face of Receipt – upper right corner
 
 
(ii) 
The procedure for voting the deposited securities
 
Reverse of Receipt – Articles 14 and 15
         
 
(iii) 
The procedure for collecting and distributing dividends
 
Reverse of Receipt – Articles 13 and 14
         
 
(iv) 
The procedures for transmitting notices, reports and proxy soliciting material
 
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
 
(v) 
The sale or exercise of rights
 
Reverse of Receipt – Articles 13 and 14
         
 
(vi) 
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Face of Receipt – Articles 3,6 and 9;
Reverse of Receipt – Articles 13 and 16
 
(vii) 
Amendment, extension or termination of the deposit arrangements
 
Reverse of Receipt – Articles 20 and 21 (no provision for extension)
         
 
(viii) 
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
 
Face of Receipt – Article 12
         
 
(ix) 
Restrictions on the right to transfer or withdraw the underlying securities
 
Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10
Reverse of Receipt – Article 22
 
(x)    
Limitation on the depositary’s liability
 
Face of Receipt – Article 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
3.     
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
 
Face of Receipt – Article 9
4.
Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities
 
Face of Receipt – Article 9
 
 
 
 
 
 

 
Required Information
 
Location in Form of Receipt Filed Herewith as Prospectus
         
(b) 
Periodic reporting requirements and certain reports filed with the Commission
 
Face of Receipt – Article 12

Item 2. AVAILABLE INFORMATION

Micro Focus International PLC (the “Company”) is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and accordingly files reports with the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website ( www.sec.gov ) and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)
Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”).  — Previously filed (Form F-6, File No. 333-219677).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not applicable.
 
 
(d)
Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466. — Filed herewith as Exhibit (e).
 
 
(f)
Powers of attorney for certain officers and directors of the Company. — Previously filed (Form F-6, File No. 333-219677).
 
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of a Receipt thirty (30) days before any change in the fee schedule.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 23, 2017.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of Receipts, each representing one ordinary share of Micro Focus International PLC.
 
Deutsche Bank Trust Company Americas, as Depositary
       
       
 
By: 
/s/ Michael Fitzpatrick   
   
Name: 
Title:
Michael Fitzpatrick
Vice President
 
       
       
 
By: 
/s/ Michael Curran
 
   
Name: 
Title:
Michael Curran
Vice President
 
 
 
 
 
 

 
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Newbury, United Kingdom, on August 23, 2017.
 
 
Micro Focus International PLC
 
       
 
By:
/s/ Mike Phillips  
    Name: Mike Phillips  
    Title: Chief Financial Officer  
       
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on August 23, 2017, in the capacities indicated.
 

Signature
 
Title
     
*  
Chairman of the Board of Directors
(Principal Executive Officer)
Name: Kevin Loosemore
   
     
*  
Chief Executive Officer of Micro Focus and Executive Director
Name: Stephen Murdoch
   
     
 
/s/ Mike Phillips
 
Chief Financial Officer and Executive Director
(Principal Financial Officer and Principal Accounting Officer)
Name: Mike Phillips
   
     
*  
Chief Executive Officer of SUSE and Executive Director
Name: Nils Brauckmann
   
     
*  
Senior Independent Non-Executive Director
Name: Karen Slatford
   
     
*  
Independent Non-Executive Director
Name: Amanda Brown
   
     
*  
Independent Non-Executive Director
Name: Silke Schreiber
   
     
*  
Independent Non-Executive Director
Name: Daren Ross
   
     

 
* By: /s/ Mike Phillips  
  Mike Phillips  
  Attorney-in-fact  
 
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Micro Focus International PLC, has signed this registration statement in New York, New York, United States of America on August 23,  20 17 .


 
 
Law Debenture Corporate Services Inc.
       
       
 
By: 
/s/ Giselle Manon
 
   
Name:  Giselle Manon
 
   
Title: Service of Process Officer
 
 
 
 
 
 
 
Index to Exhibits
 
Exhibit
Document
 
(d)
(e)
 
 
Opinion of White & Case LLP, counsel to the Depositary
Rule 466 Certification
 


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