Form 8.5 (EPT/NON-RI) - ARM HOLDINGS PLC - AMENDMENT

LONDON--()--

FORM 8.5 (EPT/NON-RI) - Amendment to 2(a) and 3(a)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a)   Name of exempt principal trader:   BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose ARM HOLDINGS PLC
  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt ARM HOLDINGS PLC
  principal trader is connected  
(d) Date position held/dealing undertaken: 21 July 2016
(e) In addition to the company in 1(b) above, is the exempt principal NO
  trader making disclosures in respect of any other party to the offer?

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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:                    
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 7,691,747 0.54% 3,513,265 0.25%
           
(2) Cash-settled derivatives:
1,285,488 0.09% 5,411,984 0.38%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 8,977,235 0.64% 8,925,249 0.63%

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 EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), 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   Total number of   Highest price per unit   Lowest price per unit
security   securities paid/received paid/received
ORD Purchase 1,574,549 16.8000 GBP 16.717 GBP
ORD Sale 1,567,956 16.7973 GBP 16.7423 GBP
ADR Purchase 600 66.1950 USD 66.1625 USD
ADR Sale 600 66.1950 USD 66.1625 USD

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD CFD Long 260 16.7734 GBP
ORD CFD Long 282 16.7473 GBP
ORD SWAP Long 5,671 16.7423 GBP
ORD SWAP Long 6,798 16.7738 GBP
ORD CFD Long 11,248 16.7466 GBP
ORD CFD Long 28,362 16.7586 GBP
ORD SWAP Long 37,046 16.7498 GBP
ORD CFD Long 49,264 16.7558 GBP
ORD SWAP Long 61,377 16.7628 GBP
ORD CFD Short 300 16.7712 GBP
ORD CFD Short 411 16.7212 GBP
ORD SWAP Short 1,000 16.8016 GBP
ORD SWAP Short 8,580 16.7589 GBP
ORD CFD Short 11,248 16.7782 GBP
ORD SWAP Short 11,565 16.7664 GBP
ORD SWAP Expires 21/10/2017 Short 22,400 16.7167 GBP
ORD CFD Short 36,590 16.7777 GBP
ORD CFD Short 46,468 16.7718 GBP
ORD SWAP Short 60,595 16.7704 GBP

(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 exempt principal trader 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”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader 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”

None

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?   NO
Date of disclosure: 25 Jul 2016
Contact name: Pinar Coktas
Telephone number: 020 7116 1165

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.

Short Name: BARCLAYS PLC
Category Code: FEO
Sequence Number: 541044
Time of Receipt (offset from UTC): 20160803T142943+0100

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC