6-K 1 dp68448-1_6k.htm FORM 6-K

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16 of 

the Securities Exchange Act of 1934

 

For September 02, 2016

 

Commission File Number: 000-29644

 

ARM HOLDINGS PLC

 

(Translation of registrant’s name into English)

 

110 Fulbourn Road 

Cambridge CB1 9NJ 

England

 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F X   Form 40-F  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes     No X  

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-  

 

 

 

ARM HOLDINGS PLC

 

INDEX TO EXHIBITS

 

Item  
1. Public Dealing Disclosure by a Party to an offer or person acting in concert (including dealings for the account of discretionary investment clients) – Simon Segars.

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: September 02, 2016

 

  ARM HOLDINGS PLC
     
     
  By: /s/ Chris Kennedy
  Name: Chris Kennedy
  Title: Chief Financial Officer

 

 

 

 

 

Item 1

 

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS) 

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

 

1.KEY INFORMATION

 

(a) Full name of discloser:

 

Simon Segars

(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:

     Use a separate form for each offeror/offeree 

ARM Holdings plc (“Offeree”)

(d) Status of person making the disclosure:

     e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) 

Person acting in concert with the Offeree
(e) Date dealing undertaken: 1 September 2016

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

    If it is a cash offer or possible cash offer, state “N/A” 

YES / NO / N/A 

If YES, specify which: 

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

 

Class of relevant security:

 

 
Interests Short positions
Number %
(3 d.p.)
Number %
(1) Relevant securities owned and/or controlled: 1,291,688 0.090 Nil -

(2) Cash-settled derivatives: 

Nil - Nil -
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -

TOTAL: 

1,291,688 0.090 Nil -

 

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).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)Rights to subscribe for new securities (including directors’ and other employee options)

 

Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: None

 

3.DEALINGS 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

 

(i)Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

 

Class of relevant security

Purchase/sale

 

Number of securities Price per unit
None    

 

(ii)Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

 

Class of relevant security

Purchases/ sales

 

Total number of securities Highest price per unit paid/received Lowest price per unit paid/received
None      

 

(b)Cash-settled derivative transactions

 

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
None      

 

(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
None              

 

 

 

(ii)Exercise

 

Class of relevant security

Product description

 

e.g. call option

 

Exercising/ exercised against Number of securities Exercise price per unit
None      

 

(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)
Ordinary shares of the Offeree (“Ordinary Shares”)

Vesting of Ordinary Shares under the ARM Long-term Incentive Plan (the “LTIP”)

 

541,130 Ordinary Shares vested in accordance with the rules of the LTIP Nil
Ordinary Shares Vesting of Ordinary Shares under the ARM Deferred Annual Bonus Plan (the “DABP”) 82,126 Ordinary Shares vested in accordance with the rules of the DABP Nil

 

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 party to the offer or person acting in concert making the disclosure and any other person:

 

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 party to the offer or person acting in concert 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

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO

 

 

Date of disclosure: 2 September 2016
Contact name: Simon Segars
Telephone number: 01223 400400

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

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.