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8 Aug 2016 14:38
FORM 8.5 (EPT/NON-RI) - Amendment to s2(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: | 19 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: | ORD | ||||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 7,301,897 | 0.44% | 3,548,156 | 0.25% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 1,338,932 | 0.10% | 3,653,840 | 0.26% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |||||||
| TOTAL: | 7,478,226 | 0.53% | 7,201,996 | 0.51% | |||||||
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 | 7,503,244 | 16.7250 GBP | 16.63 GBP | |||||
| ORD | Sale | 2,878,274 | 16.7030 GBP | 16.629 GBP |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price per | |||||
| relevant | description | reference | unit | ||||||
| security | securities | ||||||||
| ORD | CFD | Long | 986 | 16.6872 GBP | |||||
| ORD | SWAP | Long | 1,023 | 16.6856 GBP | |||||
| ORD | CFD | Long | 2,750 | 16.6985 GBP | |||||
| ORD | CFD | Long | 2,833 | 16.6290 GBP | |||||
| ORD | CFD | Long | 2,885 | 16.7030 GBP | |||||
| ORD | CFD | Long | 4,155 | 16.6517 GBP | |||||
| ORD | SWAP | Long | 5,801 | 16.6905 GBP | |||||
| ORD | CFD | Long | 25,025 | 16.6796 GBP | |||||
| ORD | CFD | Long | 26,982 | 16.6726 GBP | |||||
| ORD | CFD | Long | 47,457 | 16.6775 GBP | |||||
| ORD | SWAP | Long | 127,620 | 16.6671 GBP | |||||
| ORD | SWAP | Long | 324,212 | 16.6831 GBP | |||||
| ORD | SWAP | Short | 1,700 | 16.6811 GBP | |||||
| ORD | CFD | Short | 5,000 | 16.7115 GBP | |||||
| ORD | SWAP | Short | 5,500 | 16.6854 GBP | |||||
| ORD | CFD | Short | 6,800 | 16.6794 GBP | |||||
| ORD | CFD | Short | 6,800 | 16.6912 GBP | |||||
| ORD | SWAP | Short | 7,091 | 16.6901 GBP | |||||
| ORD | SWAP Expires 21/10/2017 | Short | 7,600 | 16.7167 GBP | |||||
| ORD | CFD | Short | 17,590 | 16.7306 GBP | |||||
| ORD | CFD | Short | 24,317 | 16.7126 GBP | |||||
| ORD | SWAP | Short | 24,454 | 16.6504 GBP | |||||
| ORD | SWAP | Short | 46,300 | 16.6832 GBP | |||||
| ORD | CFD | Short | 50,000 | 16.6548 GBP | |||||
| ORD | SWAP Expires 20/10/2017 | Short | 50,000 | 16.8168 GBP | |||||
| ORD | CFD | Short | 50,634 | 16.6863 GBP | |||||
| ORD | SWAP Expires 21/08/2017 | Short | 55,000 | 16.7050 GBP | |||||
| ORD | CFD | Short | 31,477 | 16.7248 GBP | |||||
| ORD | CFD | Short | 100,000 | 16.7030 GBP | |||||
| ORD | SWAP | Short | 113,300 | 16.6586 GBP | |||||
| ORD | SWAP | Short | 158,971 | 16.7031 GBP | |||||
| ORD | SWAP Expires 21/08/2017 | Short | 200,000 | 16.6917 GBP | |||||
| ORD | SWAP Expires 21/08/2017 | Short | 200,000 | 16.7000 GBP | |||||
| ORD | SWAP Expires 21/08/2017 | Short | 200,000 | 16.7250 GBP | |||||
| ORD | SWAP | Short | 250,000 | 16.6726 GBP | |||||
| ORD | SWAP Expires 21/08/2017 | Short | 255,000 | 16.7129 GBP | |||||
| ORD | CFD | Short | 350,000 | 16.7067 GBP | |||||
| ORD | SWAP | Short | 350,000 | 16.7067 GBP | |||||
| ORD | SWAP | Short | 1,203,685 | 16.7059 GBP | |||||
| ORD | SWAP | Short | 1,826,000 | 16.6883 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: | 8 Aug 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160808005644/en/
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