Pace PLC
`
`Dealings in Pace shares suspended
`
`RNS Number : 1035K
`Pace PLC
`23 December 2015
`
`Not for release, publication or distribution, in whole or in part, directly or indirectly, in,
`into or from any jurisdiction where to do so would constitute a violation of the relevant
`laws or regulations of such jurisdiction.
`
`FOR IMMEDIATE RELEASE 23 December
`2015
`
`RECOMMENDED COMBINATION
`OF
`PACE PLC ("PACE")
`AND
`ARRIS GROUP, INC. ("ARRIS")
`to be effected by means of a Scheme of Arrangement
`under Part 26 of the Companies Act 2006
`
`Dealings in Pace shares suspended
`
`On 17 December 2015, Pace announced that the Court had made an order sanctioning the
`Scheme under Part 26 of the Companies Act 2006 (without modification or amendment) (the
`"Court Order"), subject to the expiration of the applicable mandatory appeals period in Brazil
`which subsequently expired on 22 December 2015.
`
`In accordance with the expected timetable of events, dealings in Pace Shares have now been
`suspended with effect from 5.00 p.m. (London time) on 23 December 2015.
`
`The Court Order will be delivered to the Registrar of Companies on 4 January 2016 and
`accordingly the Scheme is expected to become effective on 4 January 2016. It is expected that
`the cancellation of the listing of Pace Shares on the Official List and admission to trading of
`Pace Shares on the London Stock Exchange will take place by no later than 8.00 a.m. (London
`time) on 5 January 2016.
`
`Page 1 of 5
`
`

`
`The timetable for the implementation of the Scheme is attached to this announcement.
`
`Capitalised terms used but not defined in this announcement have the meanings set out in the
`scheme document published by Pace on 25 September 2015.
`
`For further information please contact:
`
`Pace Investor Contacts
`Mark Shuttleworth
`Chris Mather
`Tel: (+44 1274 538 330)
`
`J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Pace)
`Hugo Baring
`Thomas White
`Dwayne Lysaght
`Sam Roberts
`Tel: (+44 20 7742 4000)
`
`Jefferies (Corporate Broker)
`Nick Adams
`David Watkins
`Tel: (+44 20 7029 8000)
`
`Pace Media Contacts
`(Pendomer Communications)
`Charles Chichester
`Tel: (+44 20 3603 5220)
`Important Notices
`Evercore (which is authorised and regulated by the Financial Conduct Authority in the United
`Kingdom), is acting as financial adviser to ARRIS and no-one else in connection with the
`Transaction and will not be responsible to anyone other than ARRIS for providing the
`protections afforded to clients of Evercore nor for providing advice in relation to the
`Transaction or any other matters referred to in this announcement.
`J.P. Morgan Cazenove (which is authorised and regulated by the Financial Conduct Authority
`in the United Kingdom), is acting as financial adviser exclusively for Pace and no-one else in
`connection with the Transaction and will not be responsible to anyone other than Pace for
`providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice
`in relation to the Transaction or any other matters referred to in this announcement.
`Jefferies (which is authorised and regulated by the Financial Conduct Authority in the United
`Kingdom), is acting exclusively for Pace and no-one else in connection with the Transaction
`and will not be responsible to anyone other than Pace for providing the protections afforded to
`clients of Jefferies nor for providing advice in relation to the Transaction or any other matters
`referred to in this announcement.
`
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`
`

`
`This announcement is for information purposes only. It is not intended to and does not
`constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase,
`otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation
`of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise nor will there be
`any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
`The Offer is subject to the applicable requirements of the Code, the Panel, the London Stock
`Exchange and the Financial Conduct Authority.
`Overseas jurisdictions
`The availability of the New ARRIS Shares in, and the release, publication or distribution of this
`announcement in or into, jurisdictions other than the United Kingdom may be restricted by law
`and therefore persons into whose possession this announcement comes who are not resident
`in the United Kingdom should inform themselves about, and observe any applicable
`restrictions. Pace Shareholders who are in any doubt regarding such matters should consult
`an appropriate independent adviser in their relevant jurisdiction without delay. Any failure to
`comply with such restrictions may constitute a violation of the securities laws of any such
`jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme
`Document.
`This announcement does not constitute a prospectus or prospectus equivalent document and
`has been prepared for the purpose of complying with English law and the Code. The
`information disclosed may not be the same as that which would have been disclosed if this
`announcement had been prepared in accordance with the laws and regulations of jurisdictions
`outside the United Kingdom.
`Dealing Disclosure requirements
`Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any
`class of relevant securities of an offeree company or of any securities exchange offeror (being
`any offeror other than an offeror in respect of which it has been announced that its offer is, or
`is likely to be, solely in cash) must make an Opening Position Disclosure following the
`commencement of the offer period and, if later, following the announcement in which any
`securities exchange offeror is first identified. An Opening Position Disclosure must contain
`details of the person's interests and short positions in, and rights to subscribe for, any relevant
`securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An
`Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
`later
`than 3.30 pm (London
`time (BST)) on
`the 10th business day
`following
`the
`commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time
`(BST)) on the 10th business day following the announcement in which any securities exchange
`offeror is first identified. Relevant persons who deal in the relevant securities of the offeree
`company or of a securities exchange offeror prior to the deadline for making an Opening
`Position Disclosure must instead make a Dealing Disclosure.
`Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or
`more of any class of relevant securities of the offeree company or of any securities exchange
`offeror must make a Dealing Disclosure if the person deals in any relevant securities of the
`offeree company or of any securities exchange offeror. A Dealing Disclosure must contain
`details of the dealing concerned and of the person's interests and short positions in, and rights
`to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
`securities exchange offeror, save to the extent that these details have previously been
`disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
`be made by no later than 3.30 pm (London time (BST)) on the business day following the date
`of the relevant dealing.
`If two or more persons act together pursuant to an agreement or understanding, whether
`formal or informal, to acquire or control an interest in relevant securities of an offeree company
`or a securities exchange offeror, they will be deemed to be a single person for the purpose of
`Rule 8.3.
`Opening Position Disclosures must also be made by the offeree company and by any offeror
`and Dealing Disclosures must also be made by the offeree company, by any offeror and by
`any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
`
`Page 3 of 5
`
`

`
`Details of the offeree and offeror companies in respect of whose relevant securities Opening
`Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure
`Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details
`of the number of relevant securities in issue, when the offer period commenced and when any
`offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)
`20 7638 0129 if you are in any doubt as to whether you are required to make an Opening
`Position Disclosure or a Dealing Disclosure.
`Publication on websites and availability of hard copies
`A copy of this announcement (together with any document incorporated by reference) will be
`available, free of charge (subject to certain restrictions relating to persons resident in
`Restricted Jurisdictions) on ARRIS' website at http://ir.arris.com and Pace's website at
`www.pace.com by no later than 12.00 p.m. on the business day following this announcement
`and throughout the course of the Offer. The contents of Pace's website and ARRIS' website
`are not incorporated into, and do not form part of, this announcement.
`In accordance with Rule 30.2 of the Code, any person entitled to receive a copy of documents,
`announcements and information relating to the Offer is entitled to receive such documents in
`hard copy form. A person so entitled may request such hard copies by contacting Pace's
`registrars, Capita Asset Services, at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU
`9.00 a.m. and 5.30 p.m. on Monday to Friday (except UK public holidays), on 0371 664 0321
`from within the UK (calls are charged at the standard geographic rate and will vary by provider)
`or on +44 208 639 3399 if calling from outside the UK (calls from outside the UK will be
`charged at the applicable rate), with your full name and the full address to which the hard copy
`may be sent (calls may be recorded and monitored for training and security purposes).
`The Form S-4, as well as ARRIS' and New ARRIS' other public filings with the SEC, can be
`obtained without charge at the SEC's website at www.sec.gov and at ARRIS' website at
`http://ir.arris.com. Shareholders may also read and copy any reports, statements and other
`information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room
`1580, Washington, D.C. 20549. Please call the SEC at +1 (800) 732-0330 or visit the SEC's
`website for further information on its public reference room.
`
`APPENDIX
`TIMETABLE OF PRINCIPAL EVENTS
`All times shown in this timetable are London times
`Event Time and/or date1
`
`Last day of dealings in, and for registrations of transfers and
`disablement in CREST of, Pace Shares
`
`23 December 2015
`
`Dealings in Pace Shares suspended
`
`Scheme Record Time
`
`Scheme Effective Date
`
`Issue of New ARRIS Shares to Scheme Shareholders
`
`ARRIS Merger Effective Date
`
`Cancellation of admission of and dealings in Pace Shares
`
`5.00 p.m. on 23 December
`2015
`
`6.00 p.m. on 23 December
`2015
`
`4 January 2016
`
`4 January 2016
`
`4 January 2016
`
`5 January 2016
`
`Page 4 of 5
`
`

`
`Listing of New ARRIS Shares on NASDAQ
`
`Latest date for despatch of cheques and/or crediting of
`CREST accounts for cash consideration due under the
`Scheme
`
`5 January 2016
`
`18 January 2016
`
`1All dates following 23 December 2015 are indicative only and subject to change.
`
`This information is provided by RNS
`The company news service from the London Stock Exchange
`
`END
`
`SRSUOABRVVAUUAA
`
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