21st Sep 2015 14:29
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) | Full name of discloser: | Barclays PLC. | |||
| (b) | Owner or controller of interest and short | ||||
| positions disclosed, if different from 1(a): | |||||
| (c) | Name of offeror/offeree in relation to whose | ARRIS GROUP INC | |||
| relevant securities this form relates: | |||||
| (d) | If an exempt fund manager connected with an | ||||
| offeror/offeree, state this and specify identity of | |||||
| offeror/offeree: | |||||
| (e) | Date position held/dealing undertaken: | 18 September 2015 | |||
| (f) | In addition to the company in 1(c) above, is the discloser making | YES: | |||
| disclosures in respect of any other party to the offer? | PACE PLC |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
| Class of relevant security: | ORD | ||||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 62,934 | 0.04% | 506,855 | 0.35% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 125,000 | 0.09% | 414,359 | 0.28% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 9,500 | 0.01% | 18,400 | 0.01% | |||||||
| TOTAL: | 197,434 | 0.14% | 939,614 | 0.64% | |||||||
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors’ and other employee options)
| Class of relevant security in relation to which subscription right exists: | |
| Details, including nature of the rights concerned and relevant percentages: |
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
| Class of relevant | Purchase/sale | Number of | Price per unit | ||||
| security | securities | ||||||
| ORD | Purchase | 40 | 26.9400 USD | ||||
| ORD | Purchase | 55 | 27.1700 USD | ||||
| ORD | Purchase | 100 | 27.2550 USD | ||||
| ORD | Purchase | 200 | 27.2185 USD | ||||
| ORD | Purchase | 200 | 27.1699 USD | ||||
| ORD | Purchase | 200 | 27.0750 USD | ||||
| ORD | Purchase | 300 | 27.1033 USD | ||||
| ORD | Purchase | 360 | 27.0944 USD | ||||
| ORD | Purchase | 800 | 27.0755 USD | ||||
| ORD | Purchase | 960 | 27.1132 USD | ||||
| ORD | Purchase | 1,206 | 27.1554 USD | ||||
| ORD | Purchase | 2,020 | 27.1291 USD | ||||
| ORD | Purchase | 2,500 | 27.1587 USD | ||||
| ORD | Purchase | 3,038 | 27.0704 USD | ||||
| ORD | Purchase | 4,645 | 27.1015 USD | ||||
| ORD | Purchase | 5,013 | 26.9874 USD | ||||
| ORD | Purchase | 7,000 | 27.1119 USD | ||||
| ORD | Purchase | 7,244 | 26.9900 USD | ||||
| ORD | Purchase | 8,790 | 27.6400 USD | ||||
| ORD | Purchase | 14,700 | 27.0656 USD | ||||
| ORD | Purchase | 20,793 | 27.0130 USD | ||||
| ORD | Sale | 40 | 26.9400 USD | ||||
| ORD | Sale | 55 | 27.1700 USD | ||||
| ORD | Sale | 99 | 27.1800 USD | ||||
| ORD | Sale | 309 | 26.9376 USD | ||||
| ORD | Sale | 350 | 27.1685 USD | ||||
| ORD | Sale | 355 | 26.9600 USD | ||||
| ORD | Sale | 400 | 26.9075 USD | ||||
| ORD | Sale | 400 | 27.1062 USD | ||||
| ORD | Sale | 491 | 26.9455 USD | ||||
| ORD | Sale | 500 | 26.9260 USD | ||||
| ORD | Sale | 503 | 27.0081 USD | ||||
| ORD | Sale | 600 | 26.8916 USD | ||||
| ORD | Sale | 618 | 26.8923 USD | ||||
| ORD | Sale | 898 | 27.0796 USD | ||||
| ORD | Sale | 1,000 | 26.8930 USD | ||||
| ORD | Sale | 1,000 | 27.0345 USD | ||||
| ORD | Sale | 1,100 | 27.0027 USD | ||||
| ORD | Sale | 1,100 | 27.1527 USD | ||||
| ORD | Sale | 1,239 | 26.9864 USD | ||||
| ORD | Sale | 1,324 | 27.0453 USD | ||||
| ORD | Sale | 1,339 | 27.1150 USD | ||||
| ORD | Sale | 1,439 | 26.9589 USD | ||||
| ORD | Sale | 2,000 | 27.1220 USD | ||||
| ORD | Sale | 2,507 | 27.1841 USD | ||||
| ORD | Sale | 2,772 | 26.9117 USD | ||||
| ORD | Sale | 4,040 | 27.1291 USD | ||||
| ORD | Sale | 4,105 | 27.0969 USD | ||||
| ORD | Sale | 5,800 | 27.0466 USD | ||||
| ORD | Sale | 6,700 | 27.1008 USD | ||||
| ORD | Sale | 7,100 | 27.0232 USD | ||||
| ORD | Sale | 7,991 | 26.9900 USD | ||||
| ORD | Sale | 8,579 | 26.9904 USD | ||||
| ORD | Sale | 8,790 | 27.6400 USD | ||||
| ORD | Sale | 8,900 | 27.0780 USD | ||||
| ORD | Sale | 10,026 | 26.9874 USD |
(b) Cash-settled derivative transactions
| Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(ii) Exercise
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
(d) Other dealings (including subscribing for new securities)
| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none” |
(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | YES | ||
| Date of disclosure: | 21 Sep 2015 | ||
| Contact name: | Jay Supaya | ||
| Telephone number: | 020 7773 0635 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| Identity of the person whose positions/dealings | Barclays PLC. | ||
| are being disclosed: | |||
| Name of offeror/offeree in relation to whose | ARRIS GROUP INC | ||
| relevant securities this from relates: |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class | Product | Writing, | Number | Exercise | Type | Expiry | |||||||
| of | description | purchasing, | of | price | date | ||||||||
| relevant | selling, | securities | per unit | ||||||||||
| security | varying etc | to which | |||||||||||
| option | |||||||||||||
| relates | |||||||||||||
| ORD | Call Options | Written | -1,500 | 27.5000 | American | 18 Sep 2015 | |||||||
| ORD | Call Options | Written | -1,300 | 27.5000 | American | 20 Nov 2015 | |||||||
| ORD | Call Options | Purchased | 700 | 30.0000 | American | 20 Nov 2015 | |||||||
| ORD | Call Options | Written | -13,100 | 37.5000 | American | 20 Nov 2015 | |||||||
| ORD | Put Options | Written | 4,900 | 40.0000 | American | 20 Nov 2015 | |||||||
| ORD | Call Options | Purchased | 3,900 | 32.5000 | American | 20 Nov 2015 | |||||||
| ORD | Call Options | Written | -2,500 | 30.0000 | American | 16 Oct 2015 |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
| Full details should be given so that the nature of the interest or position can be fully understood: |
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
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