FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 001-38187
MICRO FOCUS
INTERNATIONAL LIMITED*
(Exact name of registrant as specified in its charter)
The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN, United Kingdom, +44 (0) 1635-565-459
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Ordinary shares, par value £0.10 per share and
American Depository Shares representing one ordinary share
(Title of each class of securities covered by this Form)
None
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an
X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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| Rule 12g-4(a)(1) |
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☒ |
| Rule 12g-4(a)(2) |
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☐ |
| Rule 12h-3(b)(1)(i) |
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☒ |
| Rule 12h-3(b)(1)(ii) |
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☐ |
| Rule 15d-6 |
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☐ |
| Rule 15d-22(b) |
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☐ |
Approximate number of holders of record as of the certification or notice date: One (1)**
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Registrant was formerly known as Micro Focus International plc, but re-registered as a private company under
the name Micro Focus International Limited following the completion of the court-sanctioned scheme of arrangement referred to herein. |
| ** |
Effective January 31, 2023, the Registrant and Open Text Corporation completed a court-sanctioned scheme
of arrangement under Part 26 of the UK Companies Act 2006 pursuant to which Open Text Corporation, through its subsidiary, Open Text UK Holding Limited, acquired the entire issued and to be issued share capital of the Registrant.
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Pursuant to the requirements of the Securities Exchange Act of 1934, Micro Focus International Limited has caused this
certification/notice to be signed on its behalf by the undersigned duly authorized person.
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| Date: February 9, 2023 |
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By: |
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/s/ Madhu Ranganathan |
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Madhu Ranganathan |
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Director |