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: 02 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: 353,213 0.24% 1,503,185 1.02%
           
(2) Cash-settled derivatives:
136,800 0.09% 561,970 0.38%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 11,800 0.01% 12,600 0.01%
           
 
TOTAL: 501,813 0.34% 2,077,755 1.41%

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 14 32.4609 USD
ORD Purchase 74 32.2140 USD
ORD Purchase 157 32.2882 USD
ORD Purchase 207 32.6741 USD
ORD Purchase 250 32.5620 USD
ORD Purchase 400 32.2525 USD
ORD Purchase 436 32.5071 USD
ORD Purchase 606 32.3732 USD
ORD Purchase 1,100 32.6190 USD
ORD Purchase 1,300 32.3276 USD
ORD Purchase 2,012 32.5491 USD
ORD Purchase 2,697 32.4649 USD
ORD Purchase 2,880 32.4724 USD
ORD Purchase 3,100 32.6092 USD
ORD Purchase 3,704 32.4330 USD
ORD Purchase 4,272 32.4173 USD
ORD Purchase 4,985 32.3990 USD
ORD Purchase 5,426 32.5231 USD
ORD Purchase 5,696 32.4611 USD
ORD Purchase 6,300 32.4969 USD
ORD Purchase 8,300 32.4417 USD
ORD Purchase 15,600 32.4038 USD
ORD Purchase 17,151 32.5215 USD
ORD Purchase 20,500 32.4550 USD
ORD Purchase 27,300 32.2995 USD
ORD Purchase 31,577 32.2535 USD
ORD Purchase 48,170 32.4058 USD
ORD Purchase 56,579 32.4216 USD
ORD Purchase 59,655 32.2322 USD
ORD Purchase 68,187 32.4669 USD
ORD Purchase 75,982 32.3704 USD
ORD Purchase 337,368 32.2700 USD
ORD Sale 100 32.5100 USD
ORD Sale 100 32.6900 USD
ORD Sale 194 32.5551 USD
ORD Sale 200 32.1650 USD
ORD Sale 200 32.5500 USD
ORD Sale 200 32.5125 USD
ORD Sale 313 32.2668 USD
ORD Sale 400 32.2525 USD
ORD Sale 600 32.1633 USD
ORD Sale 600 32.2583 USD
ORD Sale 621 32.3679 USD
ORD Sale 674 32.3824 USD
ORD Sale 778 32.4609 USD
ORD Sale 790 32.3184 USD
ORD Sale 1,000 32.2980 USD
ORD Sale 1,056 32.2630 USD
ORD Sale 1,104 32.2916 USD
ORD Sale 1,400 32.5164 USD
ORD Sale 1,650 32.1866 USD
ORD Sale 2,100 32.3433 USD
ORD Sale 2,200 32.1748 USD
ORD Sale 2,265 32.3735 USD
ORD Sale 2,400 32.2875 USD
ORD Sale 3,600 32.2700 USD
ORD Sale 4,098 32.4441 USD
ORD Sale 5,336 32.5147 USD
ORD Sale 7,200 32.4022 USD
ORD Sale 9,600 32.2721 USD
ORD Sale 9,955 32.2781 USD
ORD Sale 12,300 32.4316 USD
ORD Sale 15,000 32.2615 USD
ORD Sale 15,300 32.3087 USD
ORD Sale 17,900 32.4351 USD
ORD Sale 27,700 32.2623 USD
ORD Sale 40,390 32.5359 USD
ORD Sale 55,223 32.4128 USD
ORD Sale 58,400 32.4882 USD
ORD Sale 68,907 32.3787 USD
ORD Sale 151,200 32.3700 USD

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

(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 Call Options Purchasing 7,600 30 USD American 15 Jan 2016 2.8197 USD
ORD Call Options Selling 11,400 32.5000 USD American 15 Jan 2016 1.1731 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: 3 Dec 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 Put Options Written 400 30.0000 American 18 Dec 2015
ORD Call Options Written -1,200 30.0000 American 18 Dec 2015
ORD Call Options Purchased 3,800 30.0000 American 20 May 2016
ORD Call Options Purchased 7,600 30.0000 American 15 Jan 2016
ORD Call Options Written -11,400 32.5000 American 15 Jan 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.

Short Name: BARCLAYS PLC
Category Code: RET
Sequence Number: 498665
Time of Receipt (offset from UTC): 20151203T134603+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC