Pentwater Capital Management LP Form 8.3 - ARM Holdings Plc
July 29 2016 - 10:18AM
UK Regulatory
TIDMARM
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) Full name of discloser:
Pentwater Capital Management LP
(b) Owner or controller of interests and short
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s), settlor
and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose
relevant securities this form relates: ARM Holdings Plc
Use a separate form for each offeror/offeree
(d) If an exempt fund manager connected with an
offeror/offeree, state this and specify identity of N/A
offeror/offeree:
(e) Date position held/dealing undertaken: July 28, 2016
For an opening position disclosure, state the
latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the
discloser making disclosures in respect of any other N/A
party to the offer?
If it is a cash offer or possible cash offer,
state "N/A"
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
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.
(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 0.05p ordinary + ADR (converted on 3:1 basis)
security:
Interests Short positions
Number % Number %
(1) Relevant
securities owned and 3,269,124 0.23%
/or controlled:
(2) Cash-settled
Derivatives 12,503,896 0.89%
(3) Stock-settled
derivatives
(including options)
and agreements to
purchase/DEALING:
TOTAL: 15,773,020 1.12%
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 PERSON MAKING THE DISCLOSURE
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.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant Purchase/DEALING Number of securities Price per unit
security
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per unit
relevant description e.g. opening/closing a reference
security e.g. CFD long/short position, securities
increasing/reducing a long
/short position
0.05p ordinary TRS Increasing long 2,250,000 GBP 16.72
0.05p ordinary TRS Increasing long 50,000 GBP 16.70
0.05p ordinary TRS Increasing long 203,896 GBP 16.70
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option
relevant description purchasing, securities price per e.g. money
security e.g. call selling, to which unit American, paid/
option varying etc. option European received
relates etc. per unit
(ii) Exercising
Class of Product Exercising/ Number of Exercise price per
relevant description exercised against securities unit
security e.g. call
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 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? NO
Date of disclosure: July 29, 2016
Contact name: Neal Nenadovic
Telephone number: 312-589-6405
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 dealing disclosure
requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .
END
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