PIC Pace

TIDMPIC TIDMARRS

RNS Number : 2293A

Pace PLC

25 September 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 25 September 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

Publication and Posting of Scheme Document

On 22 April 2015, the Boards of Pace and ARRIS announced that they had reached agreement on the terms of a recommended combination of Pace with ARRIS, pursuant to which ARRIS will acquire the entire issued and to be issued ordinary share capital of Pace (the "Offer"). As outlined in that announcement, the Offer is to be effected by means of a Court-approved scheme of arrangement between Pace and its shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

Accordingly, Pace announces that it is today posting to Pace Shareholders a document relating to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy. The Scheme Document sets out, amongst other things, the full terms and conditions of the Offer, an explanatory statement in relation to the Scheme in compliance with section 897 of the Companies Act 2006, notices of the required meetings of Pace Shareholders, an indicative timetable of principal events and details of the action to be taken by Pace Shareholders.

In order to become effective, the Scheme will require, amongst other things, the approval of Scheme Shareholders at a Court Meeting (by a majority in number of the Pace Shareholders present and voting (in person or by proxy) at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted by such Pace Shareholders) and the passing of a special resolution at a General Meeting.

Accordingly, a Court Meeting and a General Meeting will be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 22 October 2015. The Court Meeting will commence at 11.00 a.m. and the General Meeting will commence at 11.10 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned).

Completion of the Offer is also conditional upon, amongst other things, the affirmative vote of the holders of a majority of the outstanding ARRIS Shares entitled to vote at the ARRIS Stockholders' Meeting called for 21 October 2015, all applicable Hart-Scott-Rodino Antitrust Improvements Act 1976 waiting periods (including any extensions thereof) relating to the acquisition of Pace Shares by New ARRIS having expired or been terminated and receipt of similar anti-trust clearances in Brazil, Colombia and Portugal.

The expected timetable of principal events is attached as an Appendix to this announcement.

Pace Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme. Pace Shareholders are also urged to read the Form S-4 filed by New ARRIS with the SEC on 15 September 2015, as well as any other documents filed with the SEC in connection with the Transaction, because they contain important information about New ARRIS, the New ARRIS Shares, the Transaction and the risks associated with the Transaction. A copy of the Form S-4 is available at on ARRIS' website at http://ir.arris.com and Pace's website at www.pace.com.

All references to time in this announcement are to London time unless otherwise stated. Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Shareholder helpline

If you have any questions relating to the Scheme or the completion and return of the Forms of Proxy, please call Capita Asset Services between 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). Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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.

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 will be made solely by means of the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Offer including details of how Pace Shareholders may vote in respect of the Offer.

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.

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.

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September 25, 2015 06:10 ET (10:10 GMT)