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FORM 8.3 - ARRIS GROUP INC

21st Dec 2015 15:03

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 December 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: 85,071 0.06% 177,500 0.12%
(2) Cash-settled derivatives:
651,419 0.44% 0 0.00%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 17,100 0.01% 28,200 0.02%
TOTAL: 753,590 0.51% 205,700 0.14%

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 100 29.5050 USD
ORD Purchase 100 29.5300 USD
ORD Purchase 100 29.5100 USD
ORD Purchase 100 29.5200 USD
ORD Purchase 101 29.3724 USD
ORD Purchase 104 29.5000 USD
ORD Purchase 115 29.4973 USD
ORD Purchase 115 29.4948 USD
ORD Purchase 200 29.5250 USD
ORD Purchase 200 29.4650 USD
ORD Purchase 300 29.5216 USD
ORD Purchase 300 29.4933 USD
ORD Purchase 400 29.4900 USD
ORD Purchase 470 29.2707 USD
ORD Purchase 700 29.4657 USD
ORD Purchase 700 29.4942 USD
ORD Purchase 700 29.4771 USD
ORD Purchase 1,200 29.4758 USD
ORD Purchase 1,300 29.4084 USD
ORD Purchase 1,400 29.4807 USD
ORD Purchase 1,772 29.4082 USD
ORD Purchase 2,700 29.4785 USD
ORD Purchase 3,726 29.3935 USD
ORD Purchase 3,946 29.4761 USD
ORD Purchase 4,989 29.4485 USD
ORD Purchase 6,516 29.4794 USD
ORD Purchase 7,945 29.2800 USD
ORD Purchase 7,965 29.4025 USD
ORD Purchase 8,310 29.4212 USD
ORD Purchase 9,896 29.4295 USD
ORD Purchase 10,981 29.4336 USD
ORD Sale 1 29.3300 USD
ORD Sale 25 29.3800 USD
ORD Sale 70 29.2750 USD
ORD Sale 76 29.3700 USD
ORD Sale 115 29.4948 USD
ORD Sale 200 29.4750 USD
ORD Sale 200 29.5050 USD
ORD Sale 331 29.5012 USD
ORD Sale 400 29.2700 USD
ORD Sale 600 29.4283 USD
ORD Sale 764 29.3528 USD
ORD Sale 782 29.2777 USD
ORD Sale 888 29.2973 USD
ORD Sale 1,300 29.4865 USD
ORD Sale 1,415 29.4354 USD
ORD Sale 3,617 29.3937 USD
ORD Sale 3,900 29.4346 USD
ORD Sale 5,895 29.4006 USD
ORD Sale 11,745 29.2800 USD
ORD Sale 13,146 29.4780 USD
ORD Sale 18,122 29.4425 USD
ORD Sale 18,542 29.4340 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 Product Writing, Number Exercise Type Expiry Option
of description purchasing, of price date money
relevant selling, securities per unit paid/
security varying etc to which received
option per unit
relates
ORD Put Options Selling 5,000 30 USD American 18 Dec 2015 0.7000 USD

(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 Dec 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 Put Options Written 5,400 30.0000 American 18 Dec 2015
ORD Call Options Written -1,200 30.0000 American 18 Dec 2015
ORD Call Options Written -100 25.0000 American 20 May 2016
ORD Call Options Purchased 3,800 30.0000 American 20 May 2016
ORD Put Options Purchased -8,000 32.5000 American 20 May 2016
ORD Call Options Purchased 7,700 30.0000 American 15 Jan 2016
ORD Call Options Written -6,600 32.5000 American 20 May 2016
ORD Put Options Written 200 27.5000 American 15 Jan 2016
ORD Call Options Written -200 27.5000 American 20 May 2016
ORD Call Options Written -12,100 32.5000 American 15 Jan 2016

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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20151221005747/en/

Copyright Business Wire 2015


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