Form 8.3 - ARRIS GROUP INC

Form 8.3 - ARRIS GROUP INC

BARCLAYS PLC

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) 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: 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 purchase/sell: 9,700 0.01% 23,000 0.02%
           
 
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/sale   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 28/07/2015 Long 13,934 32.8150 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 Put Options Purchasing 1,000 32.5 USD American 21 Aug 2015 1.7500 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: 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 Options Purchased -2,100 27.5000 American 21 Aug 2015
ORD Put Options Purchased -900 30.0000 American 21 Aug 2015
ORD Put Options Purchased -1,000 32.5000 American 21 Aug 2015
ORD Put Options Written 1,800 25.0000 American 21 Aug 2015
ORD Put Options Written 4,900 40.0000 American 20 Nov 2015
ORD Call Options Purchased 700 25.0000 American 21 Aug 2015
ORD Call Options Purchased 100 30.0000 American 20 Nov 2015
ORD Call Options Purchased 1,800 35.0000 American 21 Aug 2015
ORD Call Options Purchased 100 35.0000 American 20 Nov 2015
ORD Call Options Purchased 300 37.5000 American 21 Aug 2015
ORD Call Options Written -300 32.5000 American 19 Jun 2015
ORD Call Options Written -900 32.5000 American 21 Aug 2015
ORD Call Options Written -200 35.0000 American 19 Jun 2015
ORD Call Options Written -1,400 37.5000 American 19 Jun 2015
ORD Call Options Written -12,400 37.5000 American 20 Nov 2015
ORD Call Options Written -3,800 40.0000 American 19 Jun 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.

Companies

Barclays (BARC)
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