Form 8.5 - ARM HOLDINGS PLC
FORM 8.5 (EPT/NON-RI)
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 relevant securities this form relates:
Use a separate form for each offeror/offeree
|
|
ARM HOLDINGS PLC
|
| (c) Name of the party to the offer with which exempt principal trader
is connected: |
|
ARM HOLDINGS PLC
|
|
(d) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
|
|
18 July 2016
|
|
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party
to the offer?
If it is a cash offer or possible cash offer, state “N/A”
|
|
NO
|
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: |
|
3,398,961 |
|
0.24% |
|
4,376,602 |
|
0.31% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| (2) |
|
Cash-settled derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,352,375 |
|
0.17% |
|
1,409,393 |
|
0.10% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| (3) |
|
Stock-settled derivatives (including options) |
|
|
|
|
|
|
|
|
|
and agreements to purchase/sell: |
|
0 |
|
0.00% |
|
0 |
|
0.00% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL: |
|
5,751,336 |
|
0.41% |
|
5,785,995 |
|
0.41% |
|
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 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
| (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 |
|
4,958,740 |
|
17.4128 GBP |
|
16.75 GBP |
|
| ORD |
|
Sale |
|
3,373,757 |
|
17.4385 GBP |
|
16.7585 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 |
|
949 |
|
16.7585 GBP |
|
| ORD |
|
CFD |
|
Long |
|
1,000 |
|
17.2184 GBP |
|
| ORD |
|
CFD |
|
Long |
|
1,114 |
|
16.7587 GBP |
|
| ORD |
|
CFD |
|
Long |
|
1,500 |
|
16.8885 GBP |
|
| ORD |
|
CFD |
|
Long |
|
1,500 |
|
16.9385 GBP |
|
| ORD |
|
CFD |
|
Long |
|
1,557 |
|
16.7972 GBP |
|
| ORD |
|
CFD |
|
Long |
|
2,000 |
|
16.8385 GBP |
|
| ORD |
|
CFD |
|
Long |
|
2,000 |
|
16.9585 GBP |
|
| ORD |
|
CFD |
|
Long |
|
2,000 |
|
17.1284 GBP |
|
| ORD |
|
CFD |
|
Long |
|
2,000 |
|
17.2084 GBP |
|
| ORD |
|
CFD |
|
Long |
|
3,000 |
|
16.9914 GBP |
|
| ORD |
|
CFD |
|
Long |
|
3,000 |
|
17.4385 GBP |
|
| ORD |
|
CFD |
|
Long |
|
5,000 |
|
17.2543 GBP |
|
| ORD |
|
SWAP |
|
Long |
|
7,276 |
|
16.9474 GBP |
|
| ORD |
|
CFD |
|
Long |
|
11,935 |
|
16.8406 GBP |
|
| ORD |
|
CFD |
|
Long |
|
13,012 |
|
16.8379 GBP |
|
| ORD |
|
SWAP |
|
Long |
|
15,097 |
|
16.9122 GBP |
|
| ORD |
|
CFD |
|
Long |
|
20,000 |
|
17.0329 GBP |
|
| ORD |
|
SWAP |
|
Long |
|
28,534 |
|
16.7842 GBP |
|
| ORD |
|
CFD |
|
Long |
|
31,687 |
|
16.7890 GBP |
|
| ORD |
|
CFD |
|
Long |
|
38,223 |
|
16.9354 GBP |
|
| ORD |
|
SWAP |
|
Long |
|
38,223 |
|
16.9354 GBP |
|
| ORD |
|
CFD |
|
Long |
|
350,251 |
|
16.9277 GBP |
|
| ORD |
|
SWAP |
|
Long |
|
370,768 |
|
17.0004 GBP |
|
| ORD |
|
CFD |
|
Long |
|
379,512 |
|
16.7850 GBP |
|
| ORD |
|
CFD |
|
Short |
|
100 |
|
16.9115 GBP |
|
| ORD |
|
CFD |
|
Short |
|
211 |
|
17.4128 GBP |
|
| ORD |
|
CFD |
|
Short |
|
588 |
|
16.9655 GBP |
|
| ORD |
|
SWAP |
|
Short |
|
700 |
|
17.1978 GBP |
|
| ORD |
|
CFD |
|
Short |
|
766 |
|
16.9454 GBP |
|
| ORD |
|
CFD |
|
Short |
|
1,148 |
|
16.9455 GBP |
|
| ORD |
|
CFD |
|
Short |
|
2,599 |
|
16.9611 GBP |
|
| ORD |
|
SWAP |
|
Short |
|
4,700 |
|
17.0157 GBP |
|
| ORD |
|
CFD |
|
Short |
|
5,718 |
|
16.9526 GBP |
|
| ORD |
|
CFD |
|
Short |
|
5,550 |
|
17.3435 GBP |
|
| ORD |
|
SWAP |
|
Short |
|
15,185 |
|
17.1163 GBP |
|
| ORD |
|
CFD |
|
Short |
|
17,234 |
|
16.9500 GBP |
|
| ORD |
|
SWAP |
|
Short |
|
17,700 |
|
17.0131 GBP |
|
| ORD |
|
CFD |
|
Short |
|
17,857 |
|
16.9410 GBP |
|
| ORD |
|
CFD |
|
Short |
|
18,679 |
|
16.7525 GBP |
|
| ORD |
|
SWAP |
|
Short |
|
18,941 |
|
16.9944 GBP |
|
| ORD |
|
CFD |
|
Short |
|
23,329 |
|
16.9671 GBP |
|
| ORD |
|
CFD |
|
Short |
|
30,869 |
|
17.2858 GBP |
|
| ORD |
|
CFD |
|
Short |
|
31,039 |
|
17.0927 GBP |
|
| ORD |
|
SWAP |
|
Short |
|
31,700 |
|
17.0007 GBP |
|
| ORD |
|
CFD |
|
Short |
|
33,520 |
|
17.1403 GBP |
|
| ORD |
|
CFD |
|
Short |
|
34,786 |
|
16.9475 GBP |
|
| ORD |
|
SWAP Expires 20/10/2017 |
|
Short |
|
50,000 |
|
16.8606 GBP |
|
| ORD |
|
SWAP |
|
Short |
|
66,635 |
|
17.0040 GBP |
|
| ORD |
|
CFD |
|
Short |
|
69,000 |
|
16.9955 GBP |
|
| ORD |
|
CFD |
|
Short |
|
70,200 |
|
17.0694 GBP |
|
| ORD |
|
CFD |
|
Short |
|
75,000 |
|
16.7500 GBP |
|
| ORD |
|
SWAP |
|
Short |
|
75,150 |
|
17.0135 GBP |
|
| ORD |
|
CFD |
|
Short |
|
81,000 |
|
17.3671 GBP |
|
| ORD |
|
CFD |
|
Short |
|
95,894 |
|
16.9833 GBP |
|
| ORD |
|
CFD |
|
Short |
|
145,373 |
|
17.0940 GBP |
|
| ORD |
|
CFD |
|
Short |
|
223,890 |
|
17.0212 GBP |
|
| ORD |
|
CFD |
|
Short |
|
236,432 |
|
16.9908 GBP |
|
| ORD |
|
CFD |
|
Short |
|
240,000 |
|
16.9338 GBP |
|
| ORD |
|
SWAP |
|
Short |
|
250,000 |
|
16.7920 GBP |
|
| ORD |
|
SWAP |
|
Short |
|
250,000 |
|
16.8336 GBP |
|
| ORD |
|
CFD |
|
Short |
|
355,037 |
|
16.9914 GBP |
|
| ORD |
|
CFD |
|
Short |
|
441,861 |
|
16.9501 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: |
19 July 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.
BARCLAYS PLC
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