TIDMBARC 
 
 

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:        26 May 2015 
(f)   In addition to the company in 1(c)            YES: 
      above, is the discloser making 
      disclosures in respect of any                 PACE PLC 
      other party to the offer? 
 
 

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                        ORD 
security: 
                                         Interests       Short Positions 
                                         Number   (%)    Number     (%) 
(1)                 Relevant securities 
                    owned 
                    and/or controlled:   66,501   0.05%  867,449    0.59% 
(2)                 Cash-settled 
                    derivatives: 
                                         125,000  0.09%  740,183    0.51% 
(3)                 Stock-settled 
                    derivatives 
                    (including options) 
                    and agreements to    9,700    0.01%  23,000     0.02% 
                    purchase/DEALING: 
                    TOTAL:               201,201  0.14%  1,630,632  1.12% 
 
 

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/DEALING  Number of   Price per unit 
security                           securities 
ORD                 Purchase       1           32.8900 USD 
ORD                 Purchase       1           32.9100 USD 
ORD                 Purchase       2           32.9200 USD 
ORD                 Purchase       3           32.6199 USD 
ORD                 Purchase       100         32.6300 USD 
ORD                 Purchase       100         32.8000 USD 
ORD                 Purchase       100         32.8200 USD 
ORD                 Purchase       100         32.8800 USD 
ORD                 Purchase       104         32.7755 USD 
ORD                 Purchase       240         32.7855 USD 
ORD                 Purchase       457         32.6587 USD 
ORD                 Purchase       751         32.5669 USD 
ORD                 Purchase       800         32.8750 USD 
ORD                 Purchase       1,035       32.8655 USD 
ORD                 Purchase       1,035       32.8656 USD 
ORD                 Purchase       1,400       32.7142 USD 
ORD                 Purchase       1,700       32.6978 USD 
ORD                 Purchase       3,200       32.8057 USD 
ORD                 Purchase       6,948       32.7320 USD 
ORD                 Purchase       31,983      32.7683 USD 
ORD                 Purchase       59,456      32.8150 USD 
ORD                 Sale           2           32.8950 USD 
ORD                 Sale           32          33.0360 USD 
ORD                 Sale           160         32.8056 USD 
ORD                 Sale           196         32.8786 USD 
ORD                 Sale           204         32.9033 USD 
ORD                 Sale           400         32.7650 USD 
ORD                 Sale           560         32.6873 USD 
ORD                 Sale           600         32.5316 USD 
ORD                 Sale           600         32.7550 USD 
ORD                 Sale           635         32.8493 USD 
ORD                 Sale           653         32.7970 USD 
ORD                 Sale           900         32.8066 USD 
ORD                 Sale           930         32.8692 USD 
ORD                 Sale           1,035       32.8655 USD 
ORD                 Sale           1,347       32.7344 USD 
ORD                 Sale           1,396       32.8150 USD 
ORD                 Sale           1,400       32.6810 USD 
ORD                 Sale           1,439       32.8126 USD 
ORD                 Sale           1,584       32.7252 USD 
ORD                 Sale           2,532       32.8536 USD 
ORD                 Sale           2,600       32.8021 USD 
ORD                 Sale           2,800       32.8750 USD 
ORD                 Sale           3,074       32.7759 USD 
ORD                 Sale           3,684       32.7542 USD 
ORD                 Sale           5,300       32.7846 USD 
ORD                 Sale           5,900       32.7139 USD 
ORD                 Sale           14,932      32.7523 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  Long               13,934      32.8150 USD 
           28/07/2015 
 
 

(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        Put          Purchasing   1,000       32.5 USD  American  21 Aug 2015  1.7500 USD 
           Options 
 
 

(ii) Exercise

 
Class of relevant   Product      Exercising/  Number         Exercise price 
security            description  exercised    of securities  per unit 
                    e.g. call    against 
                    option 
 
 

(d) Other dealings (including subscribing for new securities)

 
Class of relevant   Nature of dealing   Details  Price per unit (if 
security            e.g. subscription,           applicable) 
                    conversion 
 
 

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:                                   27 May 2015 
Contact name:                                         Rajesh Muthanna 
Telephone number:                                     020 3555 4634 
 
 

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 monitoring@disclosure.org.uk. 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.

 

143221.01

 

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        Put          Purchased    -2,100      27.5000   American  21 Aug 2015 
           Options 
ORD        Put          Purchased    -900        30.0000   American  21 Aug 2015 
           Options 
ORD        Put          Purchased    -1,000      32.5000   American  21 Aug 2015 
           Options 
ORD        Put          Written      1,800       25.0000   American  21 Aug 2015 
           Options 
ORD        Put          Written      4,900       40.0000   American  20 Nov 2015 
           Options 
ORD        Call         Purchased    700         25.0000   American  21 Aug 2015 
           Options 
ORD        Call         Purchased    100         30.0000   American  20 Nov 2015 
           Options 
ORD        Call         Purchased    1,800       35.0000   American  21 Aug 2015 
           Options 
ORD        Call         Purchased    100         35.0000   American  20 Nov 2015 
           Options 
ORD        Call         Purchased    300         37.5000   American  21 Aug 2015 
           Options 
ORD        Call         Written      -300        32.5000   American  19 Jun 2015 
           Options 
ORD        Call         Written      -900        32.5000   American  21 Aug 2015 
           Options 
ORD        Call         Written      -200        35.0000   American  19 Jun 2015 
           Options 
ORD        Call         Written      -1,400      37.5000   American  19 Jun 2015 
           Options 
ORD        Call         Written      -12,400     37.5000   American  20 Nov 2015 
           Options 
ORD        Call         Written      -3,800      40.0000   American  19 Jun 2015 
           Options 
 
 

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.

 
 
 

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