SEC Info - Causeway Capital Management LLC - ‘SC 13G’ on 2/14/19 re: Micro Focus International PLC

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

This ‘SC 13G’ Filing	Date	Other Filings

Filed on:	2/14/19	13F-HR, 6-K, SC 13G, SC 13G/A
	12/31/18	13F-HR, 6-K
		List all Filings

Causeway Capital Management LLC – ‘SC 13G’ on 2/14/19 re: Micro Focus International PLC

On: Thursday, 2/14/19, at 2:01pm ET · Accession #: 945621-19-79 · File #: 5-90273

Previous ‘SC 13G’: ‘SC 13G’ on 2/14/19 · Next: ‘SC 13G/A’ on 2/14/19 · Latest: ‘SC 13G/A’ on 2/12/21

Statement of Beneficial Ownership — Sch. 13G
Filing Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Causeway Capital Management LLC – ‘SC 13G’ on 2/14/19 re: Micro Focus International PLC

On: Thursday, 2/14/19, at 2:01pm ET · Accession #: 945621-19-79 · File #: 5-90273

Previous ‘SC 13G’: ‘SC 13G’ on 2/14/19 · Next: ‘SC 13G/A’ on 2/14/19 · Latest: ‘SC 13G/A’ on 2/12/21

Statement of Beneficial Ownership — Sch. 13GFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Statement of Beneficial Ownership — Sch. 13G
Filing Table of Contents