HBK Investments LP - Form 8.3 - ARM Holdings Plc - AMENDMENT

AMENDMENT TO 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) Identity of the person whose positions/dealings are being disclosed:	HBK Investments L.P. on behalf of itself, its subadvisors and its managed funds
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	ARM Holdings Plc
(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:	26th July 2016
(f)  Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?	NO

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(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:	0.05p Ordinary Shares (ISIN: GB0000595859)
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	100	0.000
(2) Derivatives (other than options):	15,837,680	1.125
(3) Options and agreements to purchase/sell:	100,000	0.007	1,025,000	0.073
TOTAL:	15,937,780	1.132	1,025,000	0.073

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, 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 executive options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

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.

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a)        Purchases and sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit

(b)        Derivatives transactions (other than options)

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
0.05p ordinary 0.05p ordinary 0.05p ordinary 0.05p ordinary 0.05p ordinary 0.05p ordinary 0.05p ordinary 0.05p ordinary 0.05p ordinary 0.05p ordinary 0.05p ordinary 0.05p ordinary	Total Return Swap Total Return Swap Total Return Swap Total Return Swap Total Return Swap Total Return Swap Total Return Swap Total Return Swap Total Return Swap Total Return Swap Total Return Swap Total Return Swap	Increasing Long Increasing Long Increasing Long Increasing Long Increasing Long Increasing Long Increasing Long Increasing Long Increasing Long Increasing Long Increasing Long Increasing Long	390,066 195,032 195,033 292,549 97,516 39,961 609,934 304,968 304,967 457,451 152,484 62,487	GBP 16.8034 GBP 16.7834 GBP 16.7821 GBP 16.7834 GBP 16.7790 GBP 16.7774 GBP 16.8034 GBP 16.7834 GBP 16.7821 GBP 16.7834 GBP 16.7790 GBP 16.7774

(c)        Options transactions in respect of existing securities

(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
0.05p ordinary 0.05p ordinary	Call option Put option	Writing Writing	25,000 100,000	GBP 17 GBP 17	American American	16/09/16 16/09/16	GBP 0.1060 GBP 0.3000

(ii)        Exercising

Class of relevant security	Product description e.g. call option	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)

The currency of all prices and other monetary amounts should be stated.

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.

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: 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:	28th July 2016
Contact name:	Jonathan Brown
Telephone number:	[phone]

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 dealing disclosure requirements on [phone].

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

Full name of person making disclosure:	HBK Investments L.P. on behalf of itself, its subadvisors and its managed funds
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	ARM Holdings Plc

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
0.05p ordinary 0.05p ordinary 0.05p ordinary	Call option   Put option Call option	Written Written Written	25,000 100,000 1,000,000	GBP 17 GBP 17 GBP 17	American American American	16/09/16 16/09/16 16/09/16

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.

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