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Form 8.3 - ARRIS GROUP INC

4th Jan 2016 12:29

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 interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

ARRIS GROUP INC

(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:

For an opening position disclosure, state the latest practicable date prior to the disclosure

31 DEC 2015

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state “N/A”

YES

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: 27,915 0.02% 463,535 0.32%
(2) Cash-settled derivatives:
463,535 0.32% 0 0.00%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 11,800 0.01% 27,200 0.02%
(4)
TOTAL: 503,250 0.34% 490,735 0.33%

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 200 30.6500 USD
ORD Purchase 227 30.7157 USD
ORD Purchase 228 30.8607 USD
ORD Purchase 300 30.7666 USD
ORD Purchase 300 30.7600 USD
ORD Purchase 400 30.6000 USD
ORD Purchase 400 30.9250 USD
ORD Purchase 400 30.7912 USD
ORD Purchase 400 30.7450 USD
ORD Purchase 499 30.5648 USD
ORD Purchase 500 30.8100 USD
ORD Purchase 600 30.5999 USD
ORD Purchase 600 30.7733 USD
ORD Purchase 800 30.8175 USD
ORD Purchase 1,000 30.9620 USD
ORD Purchase 1,200 30.7541 USD
ORD Purchase 1,700 30.7573 USD
ORD Purchase 2,752 30.6463 USD
ORD Purchase 5,500 30.7274 USD
ORD Purchase 5,816 30.5700 USD
ORD Purchase 10,731 30.7472 USD
ORD Purchase 12,115 30.7471 USD
ORD Purchase 14,858 30.6503 USD
ORD Purchase 44,000 30.8300 USD
ORD Purchase 59,073 30.7578 USD
ORD Sale 100 30.5301 USD
ORD Sale 100 30.6100 USD
ORD Sale 149 30.5300 USD
ORD Sale 150 30.5925 USD
ORD Sale 200 30.7150 USD
ORD Sale 200 30.8101 USD
ORD Sale 300 30.7766 USD
ORD Sale 300 30.8100 USD
ORD Sale 392 30.8001 USD
ORD Sale 436 30.9246 USD
ORD Sale 700 30.7557 USD
ORD Sale 1,000 30.9620 USD
ORD Sale 1,200 30.7533 USD
ORD Sale 1,600 30.8071 USD
ORD Sale 2,727 30.6957 USD
ORD Sale 2,752 30.6463 USD
ORD Sale 4,433 30.7645 USD
ORD Sale 7,483 30.7549 USD
ORD Sale 11,423 30.7471 USD
ORD Sale 11,423 30.7257 USD
ORD Sale 13,195 30.7136 USD
ORD Sale 14,447 30.5700 USD
ORD Sale 15,758 30.6548 USD
ORD Sale 39,462 30.7681 USD
ORD Sale 44,000 30.8300 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:

4 Jan 2016

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

Full name of person making disclosure:

Barclays PLC.

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

ARRIS GROUP INC

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

2. OPTIONS AND DERIVATIVES
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 -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 Put Options Purchased -100 30.0000 American 20 May 2016
ORD Call Options Written -12,200 32.5000 American 15 Jan 2016
ORD Call Options Purchased 100 35.0000 American 20 May 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/20160104005763/en/

Copyright Business Wire 2016


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