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: 28 December 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: 38,276 0.03% 464,361 0.32%
           
(2) Cash-settled derivatives:
463,535 0.32% 0 0.00%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 11,800 0.01% 27,200 0.02%
           
 
TOTAL: 513,611 0.35% 491,561 0.34%

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 4 29.7000 USD
ORD Purchase 15 29.8900 USD
ORD Purchase 100 29.7200 USD
ORD Purchase 247 29.9400 USD
ORD Purchase 600 29.7500 USD
ORD Purchase 625 29.8060 USD
ORD Purchase 800 29.9062 USD
ORD Purchase 800 29.7987 USD
ORD Purchase 1,200 29.8650 USD
ORD Purchase 1,500 29.7120 USD
ORD Purchase 1,800 29.8069 USD
ORD Purchase 1,883 29.8170 USD
ORD Purchase 2,300 29.8144 USD
ORD Purchase 3,000 29.8431 USD
ORD Purchase 3,800 29.7780 USD
ORD Purchase 4,030 29.8042 USD
ORD Purchase 4,800 29.7442 USD
ORD Purchase 5,281 29.7422 USD
ORD Purchase 8,000 29.7849 USD
ORD Purchase 12,100 29.7806 USD
ORD Purchase 18,536 29.7655 USD
ORD Purchase 25,162 29.7672 USD
ORD Purchase 153,980 29.7800 USD
ORD Sale 4 29.6500 USD
ORD Sale 100 29.6700 USD
ORD Sale 100 29.9300 USD
ORD Sale 105 29.8700 USD
ORD Sale 200 29.9400 USD
ORD Sale 300 29.6800 USD
ORD Sale 400 29.7950 USD
ORD Sale 402 29.8200 USD
ORD Sale 468 29.8345 USD
ORD Sale 500 29.8720 USD
ORD Sale 749 29.7206 USD
ORD Sale 757 29.8007 USD
ORD Sale 800 29.9062 USD
ORD Sale 900 29.7763 USD
ORD Sale 1,400 29.7806 USD
ORD Sale 1,600 29.8100 USD
ORD Sale 1,657 29.7912 USD
ORD Sale 2,000 29.7728 USD
ORD Sale 2,187 29.8041 USD
ORD Sale 2,756 29.8219 USD
ORD Sale 3,600 29.8044 USD
ORD Sale 3,732 29.7344 USD
ORD Sale 4,300 29.7869 USD
ORD Sale 9,400 29.7813 USD
ORD Sale 14,200 29.7764 USD
ORD Sale 19,119 29.7605 USD
ORD Sale 23,800 29.7512 USD
ORD Sale 44,000 29.7808 USD
ORD Sale 154,680 29.7800 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 31/01/2017 Long 44,000 29.7408 USD

(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: 29 Dec 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.

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 Call Options Written -100 25.0000 American 20 May 2016
ORD Call Options Purchased 3,800 30.0000 American 20 May 2016
ORD Put Options Purchased -8,000 32.5000 American 20 May 2016
ORD Call Options Purchased 7,700 30.0000 American 15 Jan 2016
ORD Call Options Written -6,600 32.5000 American 20 May 2016
ORD Put Options Written 200 27.5000 American 15 Jan 2016
ORD Call Options Written -12,200 32.5000 American 15 Jan 2016
ORD Call Options Written -200 27.5000 American 20 May 2016
ORD Put Options Purchased -100 30.0000 American 20 May 2016
ORD Call Options Purchased 100 35.0000 American 20 May 2016

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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Barclays (BARC)
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