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Form 8.3 - ARRIS GROUP INC

24th Sep 2015 14:43

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

23 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: 67,222 0.05% 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: 201,722 0.14% 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 70 26.4600 USD
ORD Purchase 100 26.3940 USD
ORD Purchase 200 26.3600 USD
ORD Purchase 288 26.2200 USD
ORD Purchase 389 26.2299 USD
ORD Purchase 600 26.2967 USD
ORD Purchase 831 26.2553 USD
ORD Purchase 836 26.3282 USD
ORD Purchase 900 26.3089 USD
ORD Purchase 1,050 26.2857 USD
ORD Purchase 1,300 26.3576 USD
ORD Purchase 2,061 26.2439 USD
ORD Purchase 3,103 26.3158 USD
ORD Purchase 5,504 26.2849 USD
ORD Purchase 5,710 26.3292 USD
ORD Purchase 7,400 26.2747 USD
ORD Purchase 11,200 26.2778 USD
ORD Purchase 13,780 26.4450 USD
ORD Sale 70 26.4600 USD
ORD Sale 100 26.3940 USD
ORD Sale 100 26.1600 USD
ORD Sale 100 26.1900 USD
ORD Sale 136 26.1100 USD
ORD Sale 200 26.2400 USD
ORD Sale 200 26.4700 USD
ORD Sale 288 26.2200 USD
ORD Sale 300 26.3933 USD
ORD Sale 340 26.3000 USD
ORD Sale 400 26.3325 USD
ORD Sale 500 26.2500 USD
ORD Sale 500 26.4780 USD
ORD Sale 500 26.3700 USD
ORD Sale 500 26.3480 USD
ORD Sale 1,352 26.4208 USD
ORD Sale 1,864 26.2991 USD
ORD Sale 2,200 26.2629 USD
ORD Sale 2,467 26.3393 USD
ORD Sale 2,720 26.2312 USD
ORD Sale 3,000 26.2311 USD
ORD Sale 3,100 26.2776 USD
ORD Sale 4,391 26.4746 USD
ORD Sale 5,000 26.3036 USD
ORD Sale 6,537 26.4367 USD
ORD Sale 9,000 26.2814 USD
ORD Sale 9,068 26.3314 USD
(b) Cash-settled derivative transactions
Class of relevant Product Nature of dealing Number of Price per unit
security description reference
securities

(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:

24 Sept 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)

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 -1,300 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/20150924005830/en/

Copyright Business Wire 2015


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