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

 
TIDMARM 
 
 

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 INC 
(b)   Name of offeror/offeree                 ARM HOLDINGS PLC 
      in relation to whose 
      relevant securities this form relates: 
(c)   Name of the party to the                ARM HOLDINGS PLC 
      offer with which exempt 
      principal trader is connected 
(d)   Date position held/dealing undertaken:  30 August 2016 
(e)   In addition to the company in 1(b)      NO 
      above, is the exempt principal 
      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                        ORD 
security: 
                                         Interests       Short Positions 
                                         Number   (%)    Number   (%) 
(1)                 Relevant securities 
                    owned 
                    and/or controlled:   0        0.00%  75,705   0.01% 
(2)                 Cash-settled 
                    derivatives: 
                                         0        0.00%  0        0.00% 
(3)                 Stock-settled 
                    derivatives 
                    (including options) 
                    and agreements to    160,200  0.01%  138,900  0.01% 
                    purchase/sell: 
(4) 
                    TOTAL:               160,200  0.01%  214,605  0.02% 
 
 

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   Purchase/sale  Total number of  Highest price  Lowest price 
relevant                                   per unit       per unit 
security                  securities       paid/received  paid/received 
ADR        Purchase       5,406            66.5920 USD    66.475 USD 
ADR        Sale           111,806          66.5581 USD    45 USD 
 
 

(b) Cash-settled derivative transactions

 
Class of relevant   Product      Nature of            Number of reference  Price per unit 
security            description  dealing              securities 
                    e.g. CFD     e.g. 
                                 opening/closing 
                                 a long/short 
                                 position, 
                                 increasing/reducing 
                                 a  long/short 
                                 position 
 
 

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

 
Class of   Product      Writing,     Number      Exercise  Type       Expiry date  Option 
relevant   description  purchasing,  of          price     e.g.                    money 
security   e.g.         selling,     securities  per unit  American,               paid/ 
           call         varying      to                    European                received 
           option       etc.         which                 etc.                    per 
                                     option                                        unit 
                                     relates 
 
 

(ii) Exercise

 
Class of relevant   Product      Exercising/  Number         Exercise price 
security            description  exercised    of securities  per unit 
                    e.g. call    against 
                    option 
 
 

(d) Other dealings (including subscribing for new securities)

 
Class of relevant   Nature of dealing   Details  Price per unit (if 
security            e.g. subscription,           applicable) 
                    conversion 
 
 

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?   YES 
Date of disclosure:                                   2 Sep 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 [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

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 CAPITAL INC 
are being disclosed: 
Name of offeror/offeree in relation to whose      ARM HOLDINGS PLC 
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 
ADR        Put          Purchased    -1,000      38.0000   American  20 Jan 2017 
           Options 
ADR        Put          Purchased    -400        47.0000   American  20 Jan 2017 
           Options 
ADR        Call         Purchased    100         36.0000   American  21 Oct 2016 
           Options 
ADR        Put          Purchased    -1,200      25.0000   American  20 Jan 2017 
           Options 
ADR        Put          Purchased    -4,000      50.0000   American  20 Jan 2017 
           Options 
ADR        Call         Purchased    100         47.0000   American  20 Jan 2017 
           Options 
ADR        Put          Written      1,100       33.0000   American  19 Jan 2018 
           Options 
ADR        Call         Purchased    100         47.0000   American  21 Oct 2016 
           Options 
ADR        Call         Purchased    100         43.0000   American  21 Oct 2016 
           Options 
ADR        Put          Purchased    -1,900      40.0000   American  20 Jan 2017 
           Options 
ADR        Put          Written      1,000       50.0000   American  19 Jan 2018 
           Options 
ADR        Put          Written      39,700      45.0000   American  21 Oct 2016 
           Options 
ADR        Call         Purchased    3,800       50.0000   American  20 Jan 2017 
           Options 
ADR        Put          Purchased    -700        55.0000   American  21 Oct 2016 
           Options 
ADR        Call         Purchased    1,000       43.0000   American  20 Jan 2017 
           Options 
ADR        Call         Purchased    6,100       50.0000   American  21 Oct 2016 
           Options 
ADR        Put          Purchased    -1,000      40.0000   American  19 Jan 2018 
           Options 
ADR        Call         Written      -3,100      48.0000   American  20 Jan 2017 
           Options 
ADR        Put          Purchased    -1,800      55.0000   American  20 Jan 2017 
           Options 
ADR        Call         Written      -700        55.0000   American  20 Jan 2017 
           Options 
ADR        Call         Written      -30,500     45.0000   American  21 Oct 2016 
           Options 
ADR        Call         Purchased    100         48.0000   American  21 Oct 2016 
           Options 
ADR        Call         Purchased    200         60.0000   American  20 Jan 2017 
           Options 
 
 

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160905005268/en/

 
This information is provided by Business Wire 
 
 

(END) Dow Jones Newswires

September 05, 2016 07:16 ET (11:16 GMT)