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Forms 8.3 - ARRIS GROUP INC NEW

2nd Nov 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 NEW

(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

30 Oct 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: 19,948 0.01% 698,770 0.48%
(2) Cash-settled derivatives:
136,800 0.09% 552,590 0.38%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 9,500 0.01% 18,300 0.01%
(4)
TOTAL: 166,248 0.11% 1,269,660 0.87%

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 33 28.2800 USD
ORD Purchase 75 28.2199 USD
ORD Purchase 100 28.0300 USD
ORD Purchase 100 28.2850 USD
ORD Purchase 156 28.2402 USD
ORD Purchase 156 28.1000 USD
ORD Purchase 186 28.2312 USD
ORD Purchase 200 28.3000 USD
ORD Purchase 200 28.1850 USD
ORD Purchase 249 28.1334 USD
ORD Purchase 418 28.1409 USD
ORD Purchase 500 28.0600 USD
ORD Purchase 734 28.1958 USD
ORD Purchase 960 28.0981 USD
ORD Purchase 1,000 28.1152 USD
ORD Purchase 1,010 28.1551 USD
ORD Purchase 1,358 28.1496 USD
ORD Purchase 1,800 28.1336 USD
ORD Purchase 1,858 28.1799 USD
ORD Purchase 2,340 28.1734 USD
ORD Purchase 2,900 28.0803 USD
ORD Purchase 4,300 28.0870 USD
ORD Purchase 4,502 28.1528 USD
ORD Purchase 4,700 28.1155 USD
ORD Purchase 6,205 28.1262 USD
ORD Purchase 7,948 28.2600 USD
ORD Purchase 8,814 28.2534 USD
ORD Purchase 10,700 28.1082 USD
ORD Purchase 11,000 28.1181 USD
ORD Sale 100 28.0300 USD
ORD Sale 200 28.0100 USD
ORD Sale 200 28.0600 USD
ORD Sale 498 28.1083 USD
ORD Sale 1,000 28.0510 USD
ORD Sale 1,216 28.1335 USD
ORD Sale 2,900 28.1025 USD
ORD Sale 4,300 28.1201 USD
ORD Sale 6,300 28.1187 USD
ORD Sale 6,700 28.1167 USD
ORD Sale 9,100 28.1047 USD
ORD Sale 10,301 28.1420 USD
ORD Sale 13,924 28.1359 USD
ORD Sale 17,130 28.2577 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:

2 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

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 -1,100 30.0000 American 18 Dec 2015
ORD Call Options Written -1,400 27.5000 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

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/20151102006102/en/

Copyright Business Wire 2015


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