TIDMPIC TIDMARRS
RNS Number : 6992K
Pace PLC
04 January 2016
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 4 January 2016
RECOMMENDED COMBINATION
OF
PACE PLC ("PACE")
AND
ARRIS GROUP, INC. ("ARRIS")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme effective
Pace is pleased to announce that the Scheme has now become
effective in accordance with its terms.
The listing of Pace Shares on the Official List and admission to
trading of Pace Shares on the London Stock Exchange has been
cancelled with effect from 8.00 a.m. (London time) tomorrow, 5
January 2016.
Capitalised terms used but not defined in this announcement have
the meanings set out in the scheme document published by Pace on 25
September 2015.
For further information please contact:
Pace Investor Contacts
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)
Important Notices
Evercore (which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom), is acting as financial
adviser to ARRIS and no-one else in connection with the Transaction
and will not be responsible to anyone other than ARRIS for
providing the protections afforded to clients of Evercore nor for
providing advice in relation to the Transaction or any other
matters referred to in this announcement.
J.P. Morgan Cazenove (which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom), is acting as
financial adviser exclusively for Pace and no-one else in
connection with the Transaction and will not be responsible to
anyone other than Pace for providing the protections afforded to
clients of J.P. Morgan Cazenove nor for providing advice in
relation to the Transaction or any other matters referred to in
this announcement.
Jefferies (which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom), is acting exclusively for
Pace and no-one else in connection with the Transaction and will
not be responsible to anyone other than Pace for providing the
protections afforded to clients of Jefferies nor for providing
advice in relation to the Transaction or any other matters referred
to in this announcement.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise nor will there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
The Offer is subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the Financial Conduct
Authority.
Overseas jurisdictions
The availability of the New ARRIS Shares in, and the release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes who are not resident in the United Kingdom should inform
themselves about, and observe any applicable restrictions. Pace
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in their relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
shareholders are contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document and has been prepared for the purpose of
complying with English law and the Code. The information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and
regulations of jurisdictions outside the United Kingdom.
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.
Publication on websites and availability of hard copies
A copy of this announcement (together with any document
incorporated by reference) will be available, free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on ARRIS' website at http://ir.arris.com
and Pace's website at www.pace.com by no later than 12.00 p.m. on
the business day following this announcement and throughout the
course of the Offer. The contents of Pace's website and ARRIS'
website are not incorporated into, and do not form part of, this
announcement.
In accordance with Rule 30.2 of the Code, any person entitled to
receive a copy of documents, announcements and information relating
to the Offer is entitled to receive such documents in hard copy
form. A person so entitled may request such hard copies by
contacting Pace's registrars, Capita Asset Services, at PXS, 34
Beckenham Road, Beckenham, Kent BR3 4TU 9.00 a.m. and 5.30 p.m. on
Monday to Friday (except UK public holidays), on 0371 664 0321 from
within the UK (calls are charged at the standard geographic rate
and will vary by provider) or on +44 208 639 3399 if calling from
outside the UK (calls from outside the UK will be charged at the
applicable rate), with your full name and the full address to which
the hard copy may be sent (calls may be recorded and monitored for
training and security purposes).
The Form S-4, as well as ARRIS' and New ARRIS' other public
filings with the SEC, can be obtained without charge at the SEC's
website at www.sec.gov and at ARRIS' website at
http://ir.arris.com. Shareholders may also read and copy any
reports, statements and other information filed with the SEC at the
SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at +1 (800) 732-0330 or
visit the SEC's website for further information on its public
reference room.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFIILEISIIR
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