15th Sep 2015 15:25
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 | 14 September 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: | 47,028 | 0.03% | 505,000 | 0.34% | |||||||
| (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% | 16,900 | 0.01% | |||||||
| (4) | |||||||||||
| TOTAL: | 181,528 | 0.13% | 936,259 | 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 | 20 | 27.2700 USD | ||||||
| ORD | Purchase | 90 | 27.4900 USD | ||||||
| ORD | Purchase | 90 | 27.2500 USD | ||||||
| ORD | Purchase | 100 | 27.1600 USD | ||||||
| ORD | Purchase | 100 | 27.3300 USD | ||||||
| ORD | Purchase | 155 | 27.2893 USD | ||||||
| ORD | Purchase | 170 | 27.2811 USD | ||||||
| ORD | Purchase | 200 | 27.3275 USD | ||||||
| ORD | Purchase | 220 | 27.3061 USD | ||||||
| ORD | Purchase | 250 | 27.3030 USD | ||||||
| ORD | Purchase | 300 | 27.2833 USD | ||||||
| ORD | Purchase | 500 | 27.2240 USD | ||||||
| ORD | Purchase | 800 | 27.3700 USD | ||||||
| ORD | Purchase | 1,002 | 27.3186 USD | ||||||
| ORD | Purchase | 1,150 | 27.2928 USD | ||||||
| ORD | Purchase | 1,200 | 27.3584 USD | ||||||
| ORD | Purchase | 2,825 | 27.3715 USD | ||||||
| ORD | Purchase | 4,475 | 27.3669 USD | ||||||
| ORD | Purchase | 5,475 | 27.2416 USD | ||||||
| ORD | Purchase | 5,896 | 27.3838 USD | ||||||
| ORD | Purchase | 21,295 | 27.3576 USD | ||||||
| ORD | Purchase | 153,058 | 27.4700 USD | ||||||
| ORD | Sale | 75 | 27.4800 USD | ||||||
| ORD | Sale | 90 | 27.4900 USD | ||||||
| ORD | Sale | 100 | 27.4400 USD | ||||||
| ORD | Sale | 200 | 27.1950 USD | ||||||
| ORD | Sale | 200 | 27.4825 USD | ||||||
| ORD | Sale | 254 | 27.2828 USD | ||||||
| ORD | Sale | 400 | 27.2775 USD | ||||||
| ORD | Sale | 646 | 27.3423 USD | ||||||
| ORD | Sale | 700 | 27.3487 USD | ||||||
| ORD | Sale | 900 | 27.2200 USD | ||||||
| ORD | Sale | 1,000 | 27.3625 USD | ||||||
| ORD | Sale | 1,000 | 27.2240 USD | ||||||
| ORD | Sale | 1,000 | 27.4125 USD | ||||||
| ORD | Sale | 1,025 | 27.3702 USD | ||||||
| ORD | Sale | 1,775 | 27.3842 USD | ||||||
| ORD | Sale | 1,825 | 27.3490 USD | ||||||
| ORD | Sale | 1,912 | 27.2627 USD | ||||||
| ORD | Sale | 2,063 | 27.2362 USD | ||||||
| ORD | Sale | 2,300 | 27.2928 USD | ||||||
| ORD | Sale | 7,553 | 27.3723 USD | ||||||
| ORD | Sale | 9,308 | 27.3324 USD | ||||||
| ORD | Sale | 11,094 | 27.3576 USD | ||||||
| ORD | Sale | 240,800 | 27.4700 USD | ||||||
| (b) | Cash-settled derivative transactions | ||||||||
| Class of | Product | Nature of dealing | Number of | Price per | |||||
| relevant | description | reference | unit | ||||||
| security | securities | ||||||||
| ORD | SWAP Expires 17/11/2015 | Long | 232,000 | 27.4700 USD |
(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: | 15 September 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
| 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)
| relevant | selling, | securities | per unit | ||||||||||
| security | varying etc | to which | |||||||||||
| option | |||||||||||||
| relates | |||||||||||||
| 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150915006369/en/
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