UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 or ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the 12 months ended October 31, 2020 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 or ☐ Shell company report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-38187 Micro Focus International plc The Lawn 22-30 Old Bath Road Newbury Berkshire RG14 1QN United Kingdom United Kingdom Suzanne Chase Group Company Secretary & Head of Assurance c/o Micro Focus International plc The Lawn, 20-30 Old Bath Road Newbury, Berkshire RG14 1QN United Kingdom Tel: +44 1635 565 200 Email: [email protected] Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class: Trading Symbol(s): Name of each exchange on which registered: Ordinary Shares and* American Depository Shares, each MFGP New York Stock Exchange representing one ordinary share of Micro Focus International plc *Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of October 31, 2020 93,019,616 American Depository Shares were issued and outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large accelerated filer Accelerated filer Non-accelerated filer ☐ Emerging growth company ☐ ☒ ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐ If “Other” has been checked in the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒ 2 Table of Contents Introduction 5 Cautionary statement on forward looking statements 5 PART I 7 Item 1. Identity of Directors, Senior Management and Advisers 7 Item 2. Offer Statistics and Expected Timetable 7 Item 3. Key Information 7 Item 3. A. Selected financial data. 7 Item 3. B. Capitalization and indebtedness. 9 Item 3. C. Reasons for the offer and use of proceeds. 9 Item 3. D. Risk factors. 10 Item 4. Information on the Company 17 Item 4. A. History and development of the company. 17 Item 4. B. Business overview. 18 Item 4. C. Organizational structure 23 Item 4. D. Property, plants and equipment. 23 Item 4A. Unresolved Staff Comments 23 Item 5. Operating and Financial Review and Prospects 24 Item 5. A. Operating results. 24 Item 5. B. Liquidity and capital resources. 35 Item 5. C. Research and development, patents and licenses, etc. 40 Item 5. D. Trend information. 41 Item 5. E. Off-balance sheet arrangements. 42 Item 5. F. Tabular disclosure of contractual obligations. 43 Item 5. G. Safe harbor. 43 Item 6. Directors, Senior Management and Employees 44 Item 6. A. Directors and senior management. 44 Item 6. B. Compensation 50 Item 6. C. Board practices. 57 Item 6. D. Employees. 62 Item 6. E. Share ownership. 62 Item 7. Major Shareholders and Related Party Transactions 64 Item 7. A. Major shareholders. 64 Item 7. B. Related party transactions. 64 Item 7. C. Interests of experts and counsel. 64 Item 8. Financial Information 65 Item 8. A. Consolidated Statements and Other Financial Information. 65 Item 8.A.7 Litigation, Proceedings and Investigations 65 Item 8. B. Significant Changes. 67 Item 9. The Offer and Listing. 68 Item 9. A. Offer and listing details. 68 Item 9. B. Plan of distribution. 68 Item 9. C. Markets. 68 Item 9. D. Selling shareholders 68 Item 9. E. Dilution. 68 Item 9. F. Expenses of the issue. 68 Item 10. Additional Information. 69 Item 10. A. Share capital. 69 Item 10. B. Memorandum and articles of association. 69 3 Item 10. C. Material contracts. 69 Item 10. D. Exchange controls. 69 Item 10. E. Taxation. 70 Item 10. F. Dividends and paying agents. 73 Item 10. G. Statement by experts 73 Item 10. H. Documents on display 73 Item 10. I. Subsidiary Information. 74 Item 11. Quantitative and Qualitative Disclosures About Market Risk. 75 Item 12. Description of Securities Other than Equity Securities. 80 PART II 82 Item 13. Defaults, Dividend Arrearages and Delinquencies. 82 Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds. 82 Item 15. Controls and Procedures. 83 Item 15. A. Disclosure Controls and Procedures. 83 Item 15. B. Management’s Annual Report on internal control over financial reporting 83 Item 15. C. Attestation report of the registered public accounting firm 84 Item 15. D. Changes in internal control over financial reporting. 86 Item 16. A. Audit committee audit report expert 87 Item 16. B. Code of ethics 87 Item 16. C. Principal accountant fees and services 87 Item 16. D. Exemptions from the listing standards for audit committees 87 Item 16. E. Purchase of equity securities by the issuer and affiliated purchases 87 Item 16. F. Change in Registrant’s certifying accountant 88 Item 16. G. Corporate Governance 88 Item 16. H. Mine Safe Disclosure 89 PART III 90 Item 17. Financial Statements 90 Item 18. Financial Statements 90 Item 19. Exhibits 90 4 Table of Contents Introduction Audited financial information presented in this Annual Report on Form 20-F is for the 12-month period ended October 31, 2020 and the comparative 12-month period ended October 31, 2019 and the 18- month period ended October 31, 2018. In connection with the completion (“Closing”) in the 18-month period ended October 31, 2018 of the merger between Micro Focus International plc (“the Company” LSE: MCRO.L, NYSE: MFGP) and HPE Software’s business segment (“HPE Software business”), together the “Group” or “Enlarged Company”, the Board of Directors authorized a change of fiscal year end from April 30, 2018 to October 31, 2018 to allow the Company to launch the Enlarged Company’s financial year with effect from November 1, 2018. As a result, the Company was required to file a previous Annual Report on Form 20-F for the period of May 1, 2017 to October 31, 2018. Exhibit 15.4 in our Annual Report and Accounts Form 20-F filed with the United States Securities and Exchange Commission on 21 February 2020, further presented the unaudited financial information presented for the 12-month period ended October 31, 2018 and the 6-month period ended October 31, 2017. Cautionary statement on forward looking statements The Securities and Exchange Commission, or the SEC, encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions.