FORM 8.3 - ARRIS GROUP INC

17th Nov 2015 13:58

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:		16 November 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:		99,657		0.07%		1,553,661		1.06%
(2)		Cash-settled derivatives:
				136,800		0.09%		561,970		0.38%
(3)		Stock-settled derivatives (including options)
		and agreements to purchase/sell:		13,000		0.01%		17,100		0.01%
		TOTAL:		249,457		0.17%		2,132,731		1.45%

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		28.3400 USD
ORD		Purchase		100		28.3600 USD
ORD		Purchase		300		28.2650 USD
ORD		Purchase		300		28.0166 USD
ORD		Purchase		300		28.0633 USD
ORD		Purchase		400		28.0950 USD
ORD		Purchase		400		28.3337 USD
ORD		Purchase		529		28.2641 USD
ORD		Purchase		1,300		28.1173 USD
ORD		Purchase		1,700		28.0900 USD
ORD		Purchase		3,300		28.1501 USD
ORD		Purchase		3,731		28.1030 USD
ORD		Purchase		5,488		28.1705 USD
ORD		Purchase		80,942		27.8400 USD
ORD		Sale		100		28.2500 USD
ORD		Sale		100		28.3800 USD
ORD		Sale		100		28.1600 USD
ORD		Sale		300		28.0166 USD
ORD		Sale		300		28.3366 USD
ORD		Sale		300		28.1666 USD
ORD		Sale		480		28.3450 USD
ORD		Sale		600		28.1116 USD
ORD		Sale		1,300		28.2884 USD
ORD		Sale		1,600		28.1206 USD
ORD		Sale		1,600		28.1906 USD
ORD		Sale		1,700		28.0900 USD
ORD		Sale		1,700		28.1120 USD
ORD		Sale		1,700		28.1779 USD
ORD		Sale		2,408		28.1342 USD
ORD		Sale		3,831		28.0912 USD
ORD		Sale		72,583		28.3700 USD
ORD		Sale		80,942		27.8400 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 21/12/2015		Long		72,454		28.3700 USD

(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

Call Options

Purchasing

200

27.5000 USD

American

20 Nov 2015

0.8000 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:		17 Nov 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

-1,100

30.0000

American

18 Dec 2015

ORD

Put Options

Written

400

25.0000

American

20 Nov 2015

ORD

Call Options

Purchased

700

30.0000

American

20 Nov 2015

ORD

Call Options

Written

-15,800

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

Put Options

Purchased

-200

20.0000

American

20 Nov 2015

ORD

Call Options

Purchased

3,100

27.5000

American

20 Nov 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/20151117006110/en/

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