Pace PLC Amended Confidentiality Agreement (0634O)
May 22 2015 - 11:00AM
UK Regulatory
TIDMPIC TIDMARRS
RNS Number : 0634O
Pace PLC
22 May 2015
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE 22 May 2015
RECOMMENDED COMBINATION
OF
PACE PLC ("PACE")
AND
ARRIS GROUP, INC. ("ARRIS")
On 22 April 2015, Pace and ARRIS announced the terms of the
recommended cash and share offer to be made by ARRIS for the entire
issued and to be issued share capital of Pace (the "Combination").
In connection with the implementation of the Combination, Pace and
ARRIS (together with their legal counsel) entered into a joint
defense, common interest and confidentiality agreement on 21 May
2015 which provides for the protection of certain commercially
sensitive information which is shared between Pace and ARRIS and
their legal counsel for the purposes of preparing any antitrust or
regulatory filings (the "Agreement").
In accordance with Rule 26.2 of the City Code on Takeovers and
Mergers (the "Code"), a copy of the Agreement is now available on
the website of Pace at www.pace.com and on the website of ARRIS at
www.arris.com. In accordance with Rule 26.1 of the Code, a copy of
this announcement will also be available on the website of Pace at
www.pace.com and on the website of ARRIS at www.arris.com by no
later than 12 noon (London time) on the business day following this
announcement.
For further information please contact:
Pace Investor Contacts
Mark Shuttleworth
Chris Mather
Tel: (+44 1274 538 330)
J.P.Morgan Cazenove (Financial Adviser and Corporate Broker to
Pace)
Hugo Baring
Thomas White
Dwayne Lysaght
Sam Roberts
Tel: (+44 20 7742 4000)
Jefferies (Corporate Broker)
Nick Adams
David Watkins
Tel: (+44 20 7029 8000)
Pace Media Contacts
(Pendomer Communications)
Charles Chichester
Tel: (+44 20 3603 5220)
Publication of this announcement
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on Pace's website (www.pace.com).
Dealing Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent.or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time (BST)) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time (BST)) on the 10th business day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time (BST)) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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