Form 8.3 - ARRIS GROUP INC

LONDON--()--

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: 03 November 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: 15,893 0.01% 1,181,147 0.81%
           
(2) Cash-settled derivatives:
136,800 0.09% 561,970 0.38%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 9,500 0.01% 18,300 0.01%
           
 
TOTAL: 162,193 0.11% 1,761,417 1.20%

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 100 28.1700 USD
ORD Purchase 100 28.2100 USD
ORD Purchase 200 28.1050 USD
ORD Purchase 200 28.2250 USD
ORD Purchase 300 28.1583 USD
ORD Purchase 300 28.2147 USD
ORD Purchase 600 28.1816 USD
ORD Purchase 700 28.2071 USD
ORD Purchase 836 28.2680 USD
ORD Purchase 948 28.2278 USD
ORD Purchase 1,000 28.1935 USD
ORD Purchase 1,400 28.2260 USD
ORD Purchase 1,452 28.1966 USD
ORD Purchase 2,000 28.2035 USD
ORD Purchase 2,000 28.2120 USD
ORD Purchase 3,165 28.1969 USD
ORD Purchase 3,572 28.2179 USD
ORD Purchase 5,000 28.2091 USD
ORD Purchase 10,000 28.1781 USD
ORD Purchase 17,768 28.1660 USD
ORD Sale -180 28.4901 USD
ORD Sale 200 28.2100 USD
ORD Sale 200 28.2000 USD
ORD Sale 225 28.1611 USD
ORD Sale 552 28.1195 USD
ORD Sale 600 28.1800 USD
ORD Sale 799 28.2207 USD
ORD Sale 800 28.1562 USD
ORD Sale 1,100 28.2480 USD
ORD Sale 1,800 28.1794 USD
ORD Sale 2,500 28.2276 USD
ORD Sale 3,908 28.2401 USD
ORD Sale 4,000 28.1684 USD
ORD Sale 5,900 28.2041 USD
ORD Sale 6,000 28.1846 USD
ORD Sale 6,666 28.1933 USD
ORD Sale 7,891 28.1675 USD
ORD Sale 8,300 28.1687 USD
ORD Sale 152,642 28.0100 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 08/02/2016 Long 297,334 28.0100 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: 4 Nov 2015
Contact name: Jay Supaya
Telephone number: 020 7773 0635

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 -1,100 30.0000 American 18 Dec 2015
ORD Call Options Written -1,400 27.5000 American 20 Nov 2015
ORD Call Options Purchased 700 30.0000 American 20 Nov 2015
ORD Call Options Written -15,800 37.5000 American 20 Nov 2015
ORD Put Options Written 4,900 40.0000 American 20 Nov 2015
ORD Call Options Purchased 3,900 32.5000 American 20 Nov 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.

Category Code: RET
Sequence Number: 493412
Time of Receipt (offset from UTC): 20151104T141112+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC