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Monday 05 October, 2020

SoftBank Group Corp.

Post-Offer Undertakings

RNS Number : 0257B
SoftBank Group Corp.
05 October 2020
 

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 OF SUCH JURISDICTION

5 October 2020

 

Post-offer undertakings in relation to the acquisition of Arm Holdings plc by SoftBank Group Corp.

Report in compliance with Rule 19.5(h) of the Takeover Code

 

Background

On 18 July 2016, the boards of directors of ARM Holdings plc ("Arm Holdings") and SoftBank Group Corp. ("SoftBank") announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of Arm Holdings by SoftBank ("Acquisition") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme"). On 5 September 2016 ("Effective Date"), Arm Holdings and SoftBank announced that the Scheme had become effective in accordance with its terms and the entire issued and to be issued share capital of Arm Holdings became owned by the SoftBank Group.

In relation to the Acquisition, SoftBank and Arm Holdings gave post-offer undertakings under Rule 19.5 (then Rule 19.7) of the Takeover Code on 3 August 2016 and 8 September 2016 respectively ("Post-Offer Undertakings"). Details of SoftBank's Post-Offer Undertakings are set out in section 4 of the letter from the Arm Holdings' chairman in the scheme circular dated 3 August 2016 ("Scheme Circular"), a copy of which is attached to this report as Appendix A. 

The post-offer undertaking set out in limb (d) of SoftBank's Post-Offer Undertakings was satisfied by the announcement made by Arm Holdings on 8 September 2016, which contained Arm Holdings' Post-Offer Undertakings, a copy of which is attached to this report as Appendix B.

Pursuant to Rule 19.5(e) of the Takeover Code, the HQ and Employee Post-Offer Undertakings are binding commitments upon each of Arm Holdings and SoftBank - each of Arm Holdings and SoftBank must comply with the terms of the HQ and Employee Post-Offer Undertakings and must complete any course of action it has committed to within the relevant time periods.

On 23 March 2018, as a result of a group reorganisation ("Reorganisation"), Arm Limited (which with its subsidiaries is acknowledged to be the relevant employer for the purposes of compliance with the Post-Offer Undertakings) ceased to be a subsidiary of Arm Holdings but remained a subsidiary of SoftBank.  Prior to the Reorganisation, SoftBank, Arm Holdings and Arm Limited gave additional undertakings to the Panel.  Those additional undertakings ("Compliance Undertakings") are attached to this report as Appendix C.

Each of SoftBank and Arm Holdings is obliged to submit reports to the Panel in respect of its respective Post-Offer Undertakings and each of SoftBank, Arm Holdings and Arm Limited is obliged to submit reports to the Panel in respect of its respective Compliance Undertakings.

SoftBank, Arm Holdings and Arm Limited have submitted a report to the Panel on 2 October 2020 ("Report"). The Report reports in relation to the commitments in the Post-Offer Undertakings (in the case of SoftBank and Arm Holdings) and in relation to the commitments in the Compliance Undertakings (in the case of SoftBank, Arm Holdings and Arm Limited). 

Unless otherwise defined in this report or the below excerpt, capitalised terms in this report and the below excerpt shall have the meanings given to them in the Scheme Circular and the Compliance Undertakings.

The following capitalised terms are defined as follows:

"Old Arm Group" means "ARM Group" as that term is defined in the Scheme Circular;

"UK Old Arm Group Employee" means an Employee of the Old Arm Group employed by a UK-incorporated member of the Old Arm Group and ordinarily based permanently in the UK; and

"Non-UK Old Arm Group Employee" means an Employee of the Old Arm Group other than a UK Old Arm Group Employee.

The following is an excerpt from the Report:

"Report

This report is provided in accordance with:

(a)  Rule 19.5(h) of the Takeover Code and the requirements set forth in the Scheme Circular relating to the HQ and Employee Post-Offer Undertakings, pursuant to which SoftBank and Arm Holdings must submit regular written reports in relation to compliance by SoftBank and by Arm Holdings with their respective Post-Offer Undertakings following the Effective Date; and

(b)   equivalent reporting requirements applicable to SoftBank, Arm Holdings and Arm Limited in relation to their respective Compliance Undertakings.

1.  As at the Effective Date, the number of Employees in the Old Arm Group was as follows[1]:

(A)  the total number of UK Old Arm Group Employees was 1,747, of which 1,354 (77.5%) were Technical Employees and the remaining were Non-Technical Employees;

(B)   the total number of Non-UK Old Arm Group Employees was 2,653, of which 2,258 (85.11%) were Technical Employees and the remaining were Non-Technical Employees;

(C)   the total number of UK Old Arm Group Employees who were Part-Time Employees was 2 (being 0.11% of the total UK Old Arm Group Employees); and

(D)   the total number of UK Old Arm Group Employees who were Full-Time Employees was 1,745 (being 99.89% of the total UK Old Arm Group Employees).

2.  As at the fourth anniversary of the Effective Date, the number of Employees in the New Arm Group was as follows:

(A)  the total number of UK New Arm Group Employees was 3,004, of which 2,238 (74.50%) were Technical Employees and the remaining were Non-Technical Employees;

(B)  the total number of Non-UK New Arm Group Employees was 3,872, of which 3,323 (85.82%) were Technical Employees and the remaining were Non-Technical Employees;

(C)  the total number of UK New Arm Group Employees who were Part-Time Employees was 0 (being 0.00% of the total UK New Arm Group Employees);

(D)  the total number of UK New Arm Group Employees who were Full-Time Employees was 3,004 (being 100.00% of the total UK New Arm Group Employees);

(E)  the total number of UK New Arm Group Employees who are eligible to satisfy the UK Employee Compliance Undertaking was 3,004;

(F)  the total number of Qualifying Employees who were UK New Arm Group Employees was 3,004, of which 2,238 (74.50%) were Technical Employees and the remaining were Non-Technical Employees; and

(G)  the total number of Qualifying Employees who were Non-UK New Arm Group Employees was 3,872, of which 3,323 (85.82%) were Technical Employees and the remaining were Non-Technical Employees.

As a result of the Reorganisation, Arm Limited, which with its subsidiaries is acknowledged to be the relevant employer for the purposes of compliance with the Post-Offer Undertakings, is no longer a subsidiary of Arm Holdings, but remains a subsidiary of SoftBank.  As such, the employee figures for the Old Arm Group (relating to Arm Holdings and its group) as at the fourth anniversary of the Effective Date, was nil, and the figures reported on above are in respect of the number of employees in the New Arm Group (being Arm Limited and its subsidiaries). 

For the purposes of this report "Qualifying Employees" means the UK New Arm Group Employees who are determined by SoftBank with the agreement of the Supervisor to count towards the satisfaction of limb (ii) of the Technical Employee Compliance Undertaking and the Non-UK New Arm Group Employees who are determined by SoftBank with the agreement of the Supervisor to count towards the satisfaction of limb (ii) of the Technical Employee Compliance Undertaking.

3.  As at the Effective Date:

(A)  the Old Arm Group occupied 9 buildings in Cambridge, being Buildings Arm 1, 2, 3 & 6 at the Peterhouse Technology Park, Building CPC1 at Capital Park, Building City House, Building Eastbrook, Building 100 and Building 200 at Rustat House; and

(B)   110 Fulbourn Road, Cambridge, Cambridgeshire CB1 9NJ (inclusive of Buildings Arm 1, 2, 3 & 6 at the Peterhouse Technology Park) was publicly designated as the Old Arm Group's global headquarters and was the registered office of Arm Holdings.

4.  As at the fourth anniversary of the Effective Date:

(A)  the Old Arm Group occupied no buildings in Cambridge;

(B)  One Silk Street, London EC2Y 8HQ was publicly designated as the Old Arm Group's global headquarters and was the registered office of Arm Holdings;

(C)  New Arm Group occupied 10 buildings in Cambridge; and

(D)  110 Fulbourn Road, Cambridge, Cambridgeshire CB1 9NJ (inclusive of Buildings Arm 1, 2, 3 & 6 at the Peterhouse Technology Park) was publicly designated as New Arm Group's global headquarters and was the registered office of Arm Limited.

5.  This report is submitted to the Panel in accordance with Rule 19.5(h) of the Code on behalf of SoftBank and Arm Holdings in respect of their Post-Offer Undertakings and submitted by SoftBank, Arm Holdings and Arm Limited in respect of their Compliance Undertakings.

 

6.  This report has been approved by the board of directors (or equivalent body) of each of SoftBank, Arm Holdings and Arm Limited.

Enquiries:

Arm     +44 (0) 12 2340 0400
Graham Budd, President and Chief Operating Officer
Ian Thornton, Head of Investor Relations

Phil Hughes, Vice President of External Communications 

 

SoftBank Group Corp.   +81 3 6889 2300

Corporate Communications 

 

Kekst CNC (PR Adviser to SoftBank) 

Richard Campbell    +44 (0) 7775 784 933

Neil Maitland  +44 (0) 7971 578 507 

 

 

 

Note :

1.  Adjusted from information previously announced in November 2016 and October 2017 following review by Grant Thornton as Supervisor.

 

 

Appendix A

SoftBank Post-Offer Undertakings

Section 4 of the letter from the chairman of ARM Holdings plc (defined as ARM) in the Scheme Circular

4.  Post-Offer Undertakings

SoftBank undertakes that:

(a) by and at the end of the period of five years from the Effective Date, in order to enable ARM to continue to develop leading-edge technology in the UK, it will have increased the total number of UK ARM  Group Employees to at least double the total number of UK ARM  Group Employees as at the Effective Date (the "UK Employee Post-Offer Undertaking");

(b) by and at the end of the period of five years from the Effective Date, it will have increased the total number of Non-UK ARM Group Employees from the number as at the Effective Date (the "Non-UK Employee Post-Offer Undertaking" and, together with the UK Employee Post-Offer Undertaking and the Technical Employee Post-Offer Undertaking, the "Employee Post-Offer Undertakings");

(c) during the period of five years from the Effective Date, the ARM Group will maintain its global headquarters in Cambridge (the "HQ Post-Offer Undertaking" and, together with the Employee Post-Offer Undertakings, the "HQ and Employee Post-Offer Undertakings");

(d) as soon as reasonably practicable following the Effective Date (and, in any event, within 45 days after the Effective Date), it will procure that ARM also makes post-offer undertakings pursuant to Rule 19.7 of the Code in the terms of each of the HQ and Employee Post-Offer Undertakings, without qualifications or conditions; and

(e) by and at the end of the period of five years from the Effective Date, the relative proportion of Technical Employees to Non-Technical Employees will be broadly in line with historical trends experienced by ARM (this paragraph (e) being the "Technical Employee Post-Offer Undertaking"), meaning that with respect to:

1.  the total number of UK ARM  Group Employees and the total number of Non-UK ARM  Group Employees, at least (i) 70 per cent of the UK ARM Group Employees; and (ii) 70 per cent of the Non-UK ARM  Group Employees will in each case be Technical Employees on the fifth anniversary of the Effective Date; and

2.  the UK ARM  Group Employees who are determined by SoftBank with the agreement of the Supervisor (as defined below) to count towards the satisfaction of the UK Employee Post-Offer Undertaking and the Non-UK ARM Group Employees who are determined by SoftBank with the agreement of the Supervisor to count towards the satisfaction of the Non-UK Employee Post-Offer Undertaking, at least (i) 70 per cent of those UK ARM Group Employees; and (ii) 70 per cent, of those Non-UK ARM Group Employees will in each case be Technical Employees on the fifth anniversary of the Effective Date,

(together the "Post-Offer Undertakings", as interpreted and defined below).

Interpretation

For the purposes of the interpretation of the UK Employee Post-Offer Undertaking and the Technical Employee Post-Offer Undertaking:

· in the past the ARM Group has developed through a combination of organic growth and strategic acquisitions and SoftBank expects this to continue. The Employee Post- Offer Undertakings may be satisfied by a combination of acquisitions, graduate recruitment and hiring provided that at least 25 per cent of the UK ARM Group Employees who are determined to count towards the satisfaction of the UK Employee Post-Offer Undertaking and are not UK ARM Group Employees as at the Effective Date must have become UK ARM Group Employees otherwise than through acquisitions of businesses or companies by the ARM Group. Any UK ARM Group Employees who are not UK ARM Group Employees as at the Effective Date and have become UK ARM Group Employees through acquisitions of businesses or companies by the ARM Group from SoftBank Group shall be excluded for the purposes of determining the number of UK ARM Group Employees at the relevant Measurement Point. The foregoing sentence shall not apply to a business or company employing those UK ARM Group Employees that was acquired by SoftBank Group after the Effective Date and was subsequently acquired by ARM Group within the following twelve months, to the extent that the relevant UK ARM Group Employees were (i) Employees of the acquired business or company on the date acquired by SoftBank, or (ii) first employed by the SoftBank Group between the date of such acquisition and the date of the transfer of the business or company to the ARM Group;

· SoftBank expects to transfer limited numbers of Employees who are employed by SoftBank Group to the ARM Group over time. To the extent that the number of such Employees who are UK ARM Group Employees at the relevant Measurement Point (each, a "SoftBank Transferee") exceeds 100, the number of SoftBank Transferees for the purposes of determining the number of UK ARM Group Employees shall be deemed to be 100; and

· to the extent that the number of Part-Time Employees who are UK ARM Group Employees exceeds 20 per cent of the total number of UK ARM Group Employees at the relevant Measurement Point, any such excess Part-Time Employees who are UK ARM Group Employees shall be excluded for the purposes of determining the number of UK ARM Group Employees at the relevant Measurement Point for the purposes of determining the satisfaction of the UK Employee Post-Offer Undertaking and limb (ii) of the Technical Employee Post-Offer Undertaking (but not for the purposes of determining the satisfaction of limb (i) of the Technical Employee Post- Offer Undertaking).

Current Employee numbers

As at 30 June 2016, there were 4,227 ARM Group Employees broken down as follows:

· UK ARM Group Employees: 1,695 (40.1 per cent) of which 1,294 (76.3 per cent) were Technical Employees and 401 (23.7 per cent.) were Non-Technical Employees;

· Non-UK ARM Group Employees: 2,532 (59.9 per cent.) of which 2,057 (81.2 per cent.) were Technical Employees and 475 (18.8 per cent) were Non-Technical Employees;

· UK ARM Group Employees who are Part-Time Employees: 2 (0.1 per cent.); and

· UK ARM Group Employees who are Full-Time Employees: 1,693 (99.9 per cent).

A breakdown of the number of:

· UK ARM Group Employees who are Full-Time Employees;

· UK ARM Group Employees who are Part-Time Employees;

· Non-UK ARM Group Employees; and

· the relevant proportions of Technical Employees to Non-Technical Employees,

in each case as at the Effective Date, will be used as the basis for the Employee Post-Offer Undertakings following agreement with the Supervisor and will be publicly announced as soon as reasonably practicable following the Effective Date (and, in any event, within 90 days following the Effective Date).

HQ Post-Offer Undertaking

In order for the ARM Group to be considered to be maintaining its global headquarters in Cambridge and therefore complying with the HQ Post-Offer Undertaking:

1  ARM Group must occupy one or more buildings in Cambridge; and

2  one of those buildings must be publicly designated as the ARM Group's global headquarters and be the registered office of ARM.

Background and monitoring

The Post-Offer Undertakings constitute "post-offer undertakings" for the purposes of Rule 19.7 of the Code. The Post-Offer Undertakings are not subject to any qualifications or conditions. The post-offer undertakings to be given by ARM will also constitute "post-offer undertakings" for the purposes of Rule 19.7 of the Code when given. Each of SoftBank and ARM will need to comply with the terms of its respective post-offer undertakings for the periods of time specified In the Post-Offer Undertakings and complete any courses of action committed to by the dates specified in the Post-Offer Undertakings.

SoftBank has appointed (and will procure that ARM appoints) Grant Thornton UK LLP (the "Supervisor") to monitor SoftBank and ARM's compliance with the Post-Offer Undertakings. The Supervisor has agreed a work plan with the Panel to monitor compliance with the Post- Offer Undertakings.

Definitions

For the purposes of the Post-Offer Undertakings, capitalised terms are defined as follows:

"ARM Group Employee" means an Employee of ARM or any member of the ARM Group;

"ARM Group" means ARM and its subsidiaries from time to time;

"Employee" means a person who is a permanent employee (being a person who has a contract of employment) excluding, for the avoidance of doubt employees with fixed-term contracts, fixed-term workers, consultants, contractors, agency workers, casual workers (including zero-hour workers), volunteers, and secondees from third parties;

"Full-Time Employee" means any Employee who is not a Part-Time Employee;

"Measurement Point" means the Effective Date, each anniversary of the Effective Date until the fifth anniversary of the Effective Date and 31 March 2021 or at such other date(s) as the Panel may specify;

"Non-UK ARM Group Employee" means an ARM Group Employee other than a UK ARM Group Employee;

"Non-Technical Employees" means Employees who are not Technical Employees;

"Part-Time Employee" means any Employee who is contracted to work for less than 20 hours per week;

"SoftBank Group" means SoftBank and its subsidiaries from time to time, excluding the members of the ARM Group;

"UK ARM Group Employee" means an ARM Group Employee who is employed by a UK- incorporated member of the ARM Group and is ordinarily based permanently in the UK; and

"Technical Employees" means Employees employed as engineers, scientists, researchers, programmers, developers, IT, testing, quality assurance, and other technical Employees who work on the research, creation, maintenance, deployment and support of (i) semiconductor IP and related hardware, services, tools and software products; (ii) software products, applications and services; (iii) open source software utilised by the ARM ecosystem; (iv) customer service and support both office and field based; (v) technical marketing; and/or (vi) development, test and operations infrastructure, in each case, as determined by ARM subject to the agreement of the Supervisor, and any other Employees from time to time who are employed In roles that are reasonably determined by ARM, subject to the agreement of the Supervisor and the Panel, to be technical roles.

 

 

 

Appendix B

ARM Holdings Post-Offer Undertakings

Thursday 08 September, 2016

 

ARM Holdings PLC

 

Adoption of post-offer undertakings

 

RNS Number: 3747J

ARM Holdings PLC

08 September 2016

 

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 OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

8 September 2016

 

Adoption of post-offer undertakings

On 18 July 2016, the boards of directors of ARM Holdings plc ("ARM") and SoftBank Group Corp. ("SoftBank") announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of ARM by SoftBank (the "Acquisition") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

In a circular in relation to the Scheme published on 3 August 2016 (the "Scheme Document"), SoftBank made post-offer undertakings that:

(a)  by and at the end of the period of five years from the Effective Date, in order to enable ARM to continue to develop leading-edge technology in the UK, it will have increased the total number of UK ARM Group Employees to at least double the total number of UK ARM Group Employees as at the Effective Date (the "UK Employee Post-Offer Undertaking");

(b)  by and at the end of the period of five years from the Effective Date, it will have increased the total number of Non-UK ARM Group Employees from the number as at the Effective Date (the "Non-UK Employee Post-Offer Undertaking" and, together with the UK Employee Post-Offer Undertaking and the Technical Employee Post-Offer Undertaking, the "Employee Post-Offer Undertakings");

(c)  during the period of five years from the Effective Date, the ARM Group will maintain its global headquarters in Cambridge (the "HQ Post-Offer Undertaking" and, together with the Employee Post-Offer Undertakings, the "HQ and Employee Post-Offer Undertakings");

(d)  as soon as reasonably practicable following the Effective Date (and, in any event, within 45 days after the Effective Date), it will procure that ARM also makes post-offer undertakings pursuant to Rule 19.7 of the Code in the terms of each of the HQ and Employee Post-Offer Undertakings, without qualifications or conditions; and

(e)  by and at the end of the period of five years from the Effective Date, the relative proportion of Technical Employees to Non-Technical Employees will be broadly in line with historical trends experienced by ARM (this paragraph (e) being the "Technical Employee Post-Offer Undertaking"), meaning that with respect to:

i. the total number of UK ARM Group Employees and the total number of Non-UK ARM Group Employees, at least (i) 70  per cent. of the UK ARM Group Employees; and (ii) 70 per cent. of the Non-UK ARM Group Employees will in each case be Technical Employees on the fifth anniversary of the Effective Date; and 

ii.  the UK ARM Group Employees who are determined by SoftBank with the agreement of the Supervisor (as defined below) to count towards the satisfaction of the UK Employee Post-Offer Undertaking and the Non-UK ARM Group Employees who are determined by SoftBank with the agreement of the Supervisor to count towards the satisfaction of the Non-UK Employee Post-Offer Undertaking, at least (i) 70 per cent. of those UK ARM Group Employees; and (ii) 70 per cent. of those Non-UK ARM Group Employees will in each case be Technical Employees on the fifth anniversary of the Effective Date,

(together, the "SoftBank Post-Offer Undertakings" as interpreted in the Appendix).

 

Further to the announcement made by ARM and SoftBank on 5 September 2016 that the Scheme has become effective in accordance with its terms and the entire issued and to be issued share capital of ARM is now owned by the SoftBank Group, and to SoftBank's obligation to procure the same, ARM makes post-offer undertakings pursuant to Rule 19.7 of the Code in the terms of each of the HQ and Employee Post-Offer Undertakings without qualifications or conditions (the "ARM Post-Offer Undertakings" and, together with the SoftBank Post-Offer Undertakings, the "Post-Offer Undertakings").

 

ARM has appointed Grant Thornton UK LLP (the "Supervisor") today to monitor its compliance with the ARM Post-Offer Undertakings. The Supervisor, who has also been appointed by SoftBank to monitor its compliance with the SoftBank Post-Offer Undertakings, has agreed a work plan with the Panel to monitor compliance of ARM and SoftBank with the relevant Post-Offer Undertakings.

 

Each of SoftBank and ARM will need to comply with the terms of its respective Post-Offer Undertakings pursuant to Rule 19.7 of the Code for the periods of time specified in the applicable Post-Offer Undertakings without qualifications or conditions and complete any courses of action committed to by the dates specified in the applicable Post-Offer Undertakings.

 

Further detail for the purposes of giving effect to the Post-Offer Undertakings is set out in the Appendix to this Announcement, together with a breakdown of the relevant numbers of ARM Group Employees.

 

Capitalised terms used but not otherwise defined in this announcement (the "Announcement") have the meanings given to them in the Scheme Document.

 

Enquiries:

 

ARM Holdings plc  +44 (0) 12 2340 0400

 Chris Kennedy, Chief Financial Officer

 Ian Thornton, Head of Investor Relations

 

 

APPENDIX

 

FURTHER INFORMATION ON THE POST-OFFER UNDERTAKINGS

 

Interpretation

For the purposes of the interpretation of the UK Employee Post-Offer Undertaking and the Technical Employee Post-Offer Undertaking:

· in the past the ARM Group has developed through a combination of organic growth and strategic acquisitions and SoftBank expects this to continue. The Employee Post-Offer Undertakings may be satisfied by a combination of acquisitions, graduate recruitment and hiring provided that at least 25 per cent. of the UK ARM Group Employees who are determined to count towards the satisfaction of the UK Employee Post-Offer Undertaking and are not UK ARM Group Employees as at the Effective Date must have become UK ARM Group Employees otherwise than through acquisitions of businesses or companies by the ARM Group. Any UK ARM Group Employees who are not UK ARM Group Employees as at the Effective Date and have become UK ARM Group Employees through acquisitions of businesses or companies by the ARM Group from SoftBank Group shall be excluded for the purposes of determining the number of UK ARM Group Employees at the relevant Measurement Point. The foregoing sentence shall not apply to a business or company employing those UK ARM Group Employees that was acquired by SoftBank Group after the Effective Date and was subsequently acquired by ARM Group within the following twelve months, to the extent that the relevant UK ARM Group Employees were (i) Employees of the acquired business or company on the date acquired by SoftBank, or (ii) first employed by the SoftBank Group between the date of such acquisition and the date of the transfer of the business or company to the ARM Group;

· SoftBank expects to transfer limited numbers of Employees who are employed by SoftBank Group to the ARM Group over time. To the extent that the number of such Employees who are UK ARM Group Employees at the relevant Measurement Point (each, a "SoftBank Transferee") exceeds 100, the number of SoftBank Transferees for the purposes of determining the number of UK ARM Group Employees shall be deemed to be 100; and

· to the extent that the number of Part-Time Employees who are UK ARM Group Employees exceeds 20 per cent. of the total number of UK ARM Group Employees at the relevant Measurement Point, any such excess Part-Time Employees who are UK ARM Group Employees shall be excluded for the purposes of determining the number of UK ARM Group Employees at the relevant Measurement Point for the purposes of determining the satisfaction of the UK Employee Post-Offer Undertaking and limb (ii) of the Technical Employee Post-Offer Undertaking (but not for the purposes of determining the satisfaction of limb (i) of the Technical Employee Post-Offer Undertaking).

 

Current Employee numbers

As at 30 June 2016, there were 4,227 ARM Group Employees broken down as follows:

· UK ARM Group Employees: 1,695 (40.1 per cent.) of which 1,294 (76.3 per cent.) were Technical Employees and 401 (23.7 per cent.) were Non-Technical Employees;

· Non-UK ARM Group Employees: 2,532 (59.9 per cent.) of which 2,057 (81.2 per cent.) were Technical Employees and 475 (18.8 per cent.) were Non-Technical Employees;

· UK ARM Group Employees who are Part-Time Employees: 2 (0.1 per cent.); and

· UK ARM Group Employees who are Full-Time Employees: 1,693 (99.9 per cent.).

A breakdown of the number of:

· UK ARM Group Employees who are Full-Time Employees;

· UK ARM Group Employees who are Part-Time Employees;

· Non-UK ARM Group Employees; and

· the relevant proportions of Technical Employees to Non-Technical Employees,

in each case as at the Effective Date, will be used as the basis for the Employee Post-Offer Undertakings following agreement with the Supervisor and will be publicly announced as soon as reasonably practicable following the Effective Date (and, in any event, within 90 days following the Effective Date).

 

HQ Post-Offer Undertaking

In order for the ARM Group to be considered to be maintaining its global headquarters in Cambridge and therefore complying with the HQ Post-Offer Undertaking:

1  ARM Group must occupy one or more buildings in Cambridge; and

2    one of those buildings must be publicly designated as the ARM Group's global headquarters and be the registered office of ARM.

 

Definitions

For the purposes of the Post-Offer Undertakings, capitalised terms are defined as follows:

"ARM Group Employee" means an Employee of ARM or any member of the ARM Group;

"ARM Group" means ARM and its subsidiaries from time to time;

"Employee" means a person who is a permanent employee (being a person who has a contract of employment) excluding, for the avoidance of doubt, employees with fixed-term contracts, fixed-term workers, consultants, contractors, agency workers, casual workers (including zero-hour workers), volunteers, and secondees from third parties;

"Full-Time Employee" means any Employee who is not a Part-Time Employee;

"Measurement Point" means the Effective Date, each anniversary of the Effective Date until the fifth anniversary of the Effective Date and 31 March 2021 or at such other date(s) as the Panel may specify;

"Non-UK ARM Group Employee" means an ARM Group Employee other than a UK ARM Group Employee;

"Non-Technical Employees" means Employees who are not Technical Employees;

"Part-Time Employee" means any Employee who is contracted to work for less than 20 hours per week;

"SoftBank Group" means SoftBank and its subsidiaries from time to time, excluding the members of the ARM Group;

"UK ARM Group Employee" means an ARM Group Employee who is employed by a UK-incorporated member of the ARM Group and is ordinarily based permanently in the UK; and

"Technical Employees" means Employees employed as engineers, scientists, researchers, programmers, developers, IT, testing, quality assurance, and other technical Employees who work on the research, creation, maintenance, deployment and support of (i) semiconductor IP and related hardware, services, tools and software products; (ii) software products, applications  and services; (iii) open source software utilised by the ARM ecosystem; (iv) customer service and support both office and field based; (v) technical marketing; and/or (vi) development, test and operations infrastructure, in each case, as determined by ARM subject to the agreement of the Supervisor, and any other Employees from time to time who are employed in roles that are reasonably determined by ARM, subject to the agreement of the Supervisor and the Panel, to be technical roles.

 

This information is provided by RNS

 

The company news service from the London Stock Exchange

 

 

END

 

 

 

Appendix C

Compliance Undertakings

 

SOFTBANK COMPLIANCE UNDERTAKINGS

 

 

SoftBank Group Corp. ("SoftBank") hereby undertakes to the Panel on Takeovers and Mergers ("Panel") that:

(a)  by and at the end of the period of five years from the Effective Date, in order to enable the New Arm Group to continue to develop leading-edge technology in the UK, it will have increased the total number of UK New Arm Group Employees to at least 3,494 ("UK Employee Compliance Undertaking");

(b)  by and at the end of the period of five years from the Effective Date, it will have increased the total number of Non-UK New Arm Group Employees above 2,653 ("Non-UK Employee Compliance Undertaking" and, together with the UK Employee Compliance Undertaking and the Technical Employee Compliance Undertaking, the "Employee Compliance Undertakings");

(c)  during the period of five years from the Effective Date, the New Arm Group will maintain its global headquarters in Cambridge ("HQ Compliance Undertaking" and, together with the Employee Compliance Undertakings, the "HQ and Employee Compliance Undertakings"); and

(d)  by and at the end of the period of five years from the Effective Date, the relative proportion of Technical Employees to Non-Technical Employees will be broadly in line with historical trends experienced by Arm Holdings prior to the Effective Date (this paragraph (d) being the "Technical Employee Compliance Undertaking"), meaning that with respect to:

i.  the total number of UK New Arm Group Employees and the total number of  Non-UK New Arm Group Employees, at least:

(a) 70 per cent. of the UK New Arm Group Employees; and

(b) 70 per cent. of the Non-UK New Arm Group Employees,

will in each case be Technical Employees on the fifth anniversary of the Effective Date; and

ii.  the UK New Arm Group Employees who are determined by SoftBank with the agreement of the Supervisor (as defined below) to count towards the satisfaction of the UK Employee Compliance Undertaking and the Non-UK New Arm Group Employees who are determined by SoftBank with the agreement of the Supervisor to count towards the satisfaction of the Non-UK Employee Compliance Undertaking, at least:

(a) 70 per cent. of those UK New Arm Group Employees; and

(b) 70 per cent. of those Non-UK New Arm Group Employees,

will in each case be Technical Employees on the fifth anniversary of the Effective Date.

Interpretation

For the purposes of the interpretation of the UK Employee Compliance Undertakings and the Technical Employee Compliance Undertaking:

· in the past the Old Arm Group has developed through a combination of organic growth and strategic acquisitions and SoftBank expects this to continue for the New Arm Group. The Employee Compliance Undertakings may be satisfied by a combination of acquisitions, graduate recruitment and hiring provided that at least 25 per cent. of the UK New Arm Group Employees who are determined to count towards the satisfaction of the UK Employee Compliance Undertaking and were not UK Old Arm Group Employees as at the Effective Date must have become UK New Arm Group Employees otherwise than through acquisitions of businesses or companies by the New Arm Group. Any UK New Arm Group Employees who were not UK Old Arm Group Employees as at the Effective Date and have become UK New Arm Group Employees through acquisitions of businesses or companies by the New Arm Group from SoftBank Group shall be excluded for the purposes of determining the number of UK New Arm Group Employees at the relevant Measurement Point. The foregoing sentence shall not apply to a business or company employing those UK New Arm Group Employees that was acquired by SoftBank Group after the Effective Date and was subsequently acquired by the New Arm Group within the following twelve months, to the extent that the relevant UK New Arm Group Employees were (i) Employees of the acquired business or company on the date acquired by SoftBank Group, or (ii) first employed by the SoftBank Group between the date of such acquisition and the date of the transfer of the business or company to the New Arm Group;

· SoftBank expects to transfer limited numbers of Employees who are employed by the SoftBank Group to the New Arm Group over time. To the extent that the number of such Employees who are UK New Arm Group Employees at the relevant Measurement Point (each a "SoftBank Transferee") exceeds 100, the number of SoftBank Transferees for the purposes of determining the number of UK New Arm Group Employees shall be deemed to be 100;

· to the extent that the number of Part-Time Employees who are UK New Arm Group Employees exceeds 20 per cent. of the total number of UK New Arm Group Employees at the relevant Measurement Point, any such excess Part-Time Employees who are UK New Arm Group Employees shall be excluded for the purposes of determining the number of UK New Arm Group Employees at the relevant Measurement Point for the purposes of determining the satisfaction of the UK Employee Compliance Undertaking and limb (ii) of the Technical Employee Compliance Undertaking (but not for the purposes of determining the satisfaction of limb (i) of the Technical Employee Compliance Undertaking).

 

HQ Compliance Undertaking

In order for the New Arm Group to be considered to be maintaining its global headquarters in Cambridge and therefore complying with the HQ Compliance Undertaking:

· the New Arm Group must occupy one or more buildings in Cambridge; and

· one of those buildings must be publicly designated as the New Arm Group's global headquarters and be the registered office of Arm Limited.

 

Background and Monitoring

The SoftBank Compliance Undertakings take effect as binding obligations and are not subject to any qualifications or conditions. SoftBank will need to comply with the terms of the SoftBank Compliance Undertakings for the periods of time specified in the SoftBank Compliance Undertakings and complete any courses of action committed to by the dates specified in the SoftBank Compliance Undertakings.

The SoftBank Compliance Undertakings will be subject to agreed supervisory, monitoring and reporting requirements.

SoftBank has agreed that Grant Thornton UK LLP ("Supervisor") will monitor compliance with the SoftBank Compliance Undertakings.

 

Definitions

For the purposes of the SoftBank Compliance Undertakings, capitalised terms are defined as follows:

"Arm Holdings" means Arm Holdings plc (company number 02548782) (currently intended to be renamed SVF HoldCo (UK) Limited);

"Arm Limited" means Arm Limited (company number 02557590);

"Effective Date" means 5 September 2016;

"Employee" means a person who is a permanent employee (being a person who has a contract of employment) excluding, for the avoidance of doubt, employees with fixed-term contracts, fixed-term workers, consultants, contractors, agency workers, casual workers (including zero-hour workers), volunteers, and secondees from third parties;

"Full-Time Employee" means any Employee who is not a Part-Time Employee;

"Measurement Point" means the Effective Date, each anniversary of the Effective Date until the fifth anniversary of the Effective Date and 31 March 2021 or at such other date(s) as the Executive may specify;

"New Arm Group" means Arm Limited and its subsidiaries from time to time;

"New Arm Group Employee" means an Employee of Arm Limited or any member of the New Arm Group;

"Non-Technical Employees" means Employees who are not Technical Employees;

"Non-UK New Arm Group Employee" means a New Arm Group Employee other than a UK New Arm Group Employee;

"Old Arm Group" means Arm Holdings and its subsidiaries as at the Effective Date;

"Part-Time Employee" means any Employee who is contracted to work for less than 20 hours per week;

"SoftBankComplianceUndertakings" means the HQ and Employee Compliance Undertakings;

"SoftBank Group" means SoftBank and its subsidiaries from time to time, excluding the members of the New Arm Group;

"UK New Arm Group Employee" means a New Arm Group Employee who is employed by a UK-incorporated member of the New Arm Group and is ordinarily based permanently in the UK;

"UK Old Arm Group Employee" means an Employee of the Old Arm Group employed by a UK-incorporated member of the Old Arm Group and ordinarily based permanently in the UK; and

"Technical Employees" means Employees employed as engineers, scientists, researchers, programmers, developers, IT, testing, quality assurance, and other technical Employees who work on the research, creation, maintenance, deployment and support of (i) semiconductor IP and related hardware, services, tools and software products; (ii) software products, applications and services; (iii) open source software utilised by the Arm ecosystem; (iv) customer service and support both office and field based; (v) technical marketing; and/or (vi) development, test and operations infrastructure, in each case, as determined by Arm Limited subject to the agreement of the Supervisor, and any other Employees from time to time who are employed in roles that are reasonably determined by Arm Limited, subject to the agreement of the Supervisor and the Panel, to be technical roles.

 

 

ARM HOLDINGS COMPLIANCE UNDERTAKINGS

 

 

Arm Holdings plc ("Arm Holdings") hereby undertakes to the Panel on Takeovers and Mergers ("Panel") that:

(a)  by and at the end of the period of five years from the Effective Date, in order to enable the New Arm Group to continue to develop leading-edge technology in the UK, it will have increased the total number of UK New Arm Group Employees to at least 3,494 ("UK Employee Compliance Undertaking");

(b)  by and at the end of the period of five years from the Effective Date, it will have increased the total number of Non-UK New Arm Group Employees above 2,653 ("Non-UK Employee Compliance Undertaking" and, together with the UK Employee Compliance Undertaking and the Technical Employee Compliance Undertaking, the "Employee Compliance Undertakings");

(c)  during the period of five years from the Effective Date, the New Arm Group will maintain its global headquarters in Cambridge ("HQ Compliance Undertaking" and, together with the Employee Compliance Undertakings, the "HQ and Employee Compliance Undertakings"); and

(d)  by and at the end of the period of five years from the Effective Date, the relative proportion of Technical Employees to Non-Technical Employees will be broadly in line with historical trends experienced by Arm Holdings prior to the Effective Date (this paragraph (d) being the "Technical Employee Compliance Undertaking"), meaning that with respect to:

i.  the total number of UK New Arm Group Employees and the total number of  Non-UK New Arm Group Employees, at least:

(a) 70 per cent. of the UK New Arm Group Employees; and

(b) 70 per cent. of the Non-UK New Arm Group Employees,

will in each case be Technical Employees on the fifth anniversary of the Effective Date; and

ii.  the UK New Arm Group Employees who are determined by SoftBank with the agreement of the Supervisor (as defined below) to count towards the satisfaction of the UK Employee Compliance Undertaking and the Non-UK New Arm Group Employees who are determined by SoftBank with the agreement of the Supervisor to count towards the satisfaction of the Non-UK Employee Compliance Undertaking, at least:

(a) 70 per cent. of those UK New Arm Group Employees; and

(b) 70 per cent. of those Non-UK New Arm Group Employees,

will in each case be Technical Employees on the fifth anniversary of the Effective Date.

Interpretation

For the purposes of the interpretation of the UK Employee Compliance Undertakings and the Technical Employee Compliance Undertaking:

· in the past the Old Arm Group has developed through a combination of organic growth and strategic acquisitions and SoftBank expects this to continue for the New Arm Group. The Employee Compliance Undertakings may be satisfied by a combination of acquisitions, graduate recruitment and hiring provided that at least 25 per cent. of the UK New Arm Group Employees who are determined to count towards the satisfaction of the UK Employee Compliance Undertaking and were not UK Old Arm Group Employees as at the Effective Date must have become UK New Arm Group Employees otherwise than through acquisitions of businesses or companies by the New Arm Group. Any UK New Arm Group Employees who were not UK Old Arm Group Employees as at the Effective Date and have become UK New Arm Group Employees through acquisitions of businesses or companies by the New Arm Group from SoftBank Group shall be excluded for the purposes of determining the number of UK New Arm Group Employees at the relevant Measurement Point. The foregoing sentence shall not apply to a business or company employing those UK New Arm Group Employees that was acquired by SoftBank Group after the Effective Date and was subsequently acquired by the New Arm Group within the following twelve months, to the extent that the relevant UK New Arm Group Employees were (i) Employees of the acquired business or company on the date acquired by SoftBank Group, or (ii) first employed by the SoftBank Group between the date of such acquisition and the date of the transfer of the business or company to the New Arm Group;

· SoftBank expects to transfer limited numbers of Employees who are employed by the SoftBank Group to the New Arm Group over time. To the extent that the number of such Employees who are UK New Arm Group Employees at the relevant Measurement Point (each a "SoftBank Transferee") exceeds 100, the number of SoftBank Transferees for the purposes of determining the number of UK New Arm Group Employees shall be deemed to be 100;

· to the extent that the number of Part-Time Employees who are UK New Arm Group Employees exceeds 20 per cent. of the total number of UK New Arm Group Employees at the relevant Measurement Point, any such excess Part-Time Employees who are UK New Arm Group Employees shall be excluded for the purposes of determining the number of UK New Arm Group Employees at the relevant Measurement Point for the purposes of determining the satisfaction of the UK Employee Compliance Undertaking and limb (ii) of the Technical Employee Compliance Undertaking (but not for the purposes of determining the satisfaction of limb (i) of the Technical Employee Compliance Undertaking).

 

HQ Compliance Undertaking

In order for the New Arm Group to be considered to be maintaining its global headquarters in Cambridge and therefore complying with the HQ Compliance Undertaking:

· the New Arm Group must occupy one or more buildings in Cambridge; and

· one of those buildings must be publicly designated as the New Arm Group's global headquarters and be the registered office of Arm Limited.

 

Background and Monitoring

The Arm Holdings Compliance Undertakings take effect as binding obligations and are not subject to any qualifications or conditions. Arm Holdings will need to comply with the terms of the Arm Holdings Compliance Undertakings for the periods of time specified in the Arm Holdings Compliance Undertakings and complete any courses of action committed to by the dates specified in the Arm Holdings Compliance Undertakings.

The Arm Holdings Compliance Undertakings will be subject to agreed supervisory, monitoring and reporting requirements.

Arm Holdings has agreed that Grant Thornton UK LLP ("Supervisor") will monitor compliance with the Arm Holdings Compliance Undertakings.

 

Definitions

For the purposes of the Arm Holdings Compliance Undertakings, capitalised terms are defined as follows:

"Arm HoldingsComplianceUndertakings" means the HQ and Employee Compliance Undertakings;

"Arm Limited" means Arm Limited (company number 02557590);

"Effective Date" means 5 September 2016;

"Employee" means a person who is a permanent employee (being a person who has a contract of employment) excluding, for the avoidance of doubt, employees with fixed-term contracts, fixed-term workers, consultants, contractors, agency workers, casual workers (including zero-hour workers), volunteers, and secondees from third parties;

"Full-Time Employee" means any Employee who is not a Part-Time Employee;

"Measurement Point" means the Effective Date, each anniversary of the Effective Date until the fifth anniversary of the Effective Date and 31 March 2021 or at such other date(s) as the Executive may specify;

"New Arm Group" means Arm Limited and its subsidiaries from time to time;

"New Arm Group Employee" means an Employee of Arm Limited or any member of the New Arm Group;

"Non-Technical Employees" means Employees who are not Technical Employees;

"Non-UK New Arm Group Employee" means a New Arm Group Employee other than a UK New Arm Group Employee;

"Old Arm Group" means Arm Holdings and its subsidiaries as at the Effective Date;

"Part-Time Employee" means any Employee who is contracted to work for less than 20 hours per week;

"SoftBank" means SoftBank Group Corp., a company incorporated in Tokyo with its registered address at 1-9-1, Higashi-Shimbashi, Minato-ku, Tokyo 105-7303;

"SoftBank Group" means SoftBank and its subsidiaries from time to time, excluding the members of the New Arm Group;

"UK New Arm Group Employee" means a New Arm Group Employee who is employed by a UK-incorporated member of the New Arm Group and is ordinarily based permanently in the UK;

"UK Old Arm Group Employee" means an Employee of the Old Arm Group employed by a UK-incorporated member of the Old Arm Group and ordinarily based permanently in the UK; and

"Technical Employees" means Employees employed as engineers, scientists, researchers, programmers, developers, IT, testing, quality assurance, and other technical Employees who work on the research, creation, maintenance, deployment and support of (i) semiconductor IP and related hardware, services, tools and software products; (ii) software products, applications and services; (iii) open source software utilised by the Arm ecosystem; (iv) customer service and support both office and field based; (v) technical marketing; and/or (vi) development, test and operations infrastructure, in each case, as determined by Arm Limited subject to the agreement of the Supervisor, and any other Employees from time to time who are employed in roles that are reasonably determined by Arm Limited, subject to the agreement of the Supervisor and the Panel, to be technical roles.

 

 

ARM LIMITED COMPLIANCE UNDERTAKINGS

 

 

Arm Limited ("Arm Limited") hereby undertakes to the Panel on Takeovers and Mergers ("Panel") that:

(a)  by and at the end of the period of five years from the Effective Date, in order to enable the New Arm Group to continue to develop leading-edge technology in the UK, it will have increased the total number of UK New Arm Group Employees to at least 3,494 ("UK Employee Compliance Undertaking");

(b)  by and at the end of the period of five years from the Effective Date, it will have increased the total number of Non-UK New Arm Group Employees above 2,653 ("Non-UK Employee Compliance Undertaking" and, together with the UK Employee Compliance Undertaking and the Technical Employee Compliance Undertaking, the "Employee Compliance Undertakings");

(c)  during the period of five years from the Effective Date, the New Arm Group will maintain its global headquarters in Cambridge ("HQ Compliance Undertaking" and, together with the Employee Compliance Undertakings, the "HQ and Employee Compliance Undertakings"); and

(d)  by and at the end of the period of five years from the Effective Date, the relative proportion of Technical Employees to Non-Technical Employees will be broadly in line with historical trends experienced by Arm Holdings prior to the Effective Date (this paragraph (d) being the "Technical Employee Compliance Undertaking"), meaning that with respect to:

i.  the total number of UK New Arm Group Employees and the total number of  Non-UK New Arm Group Employees, at least:

(a) 70 per cent. of the UK New Arm Group Employees; and

(b) 70 per cent. of the Non-UK New Arm Group Employees,

will in each case be Technical Employees on the fifth anniversary of the Effective Date; and

ii.  the UK New Arm Group Employees who are determined by SoftBank with the agreement of the Supervisor (as defined below) to count towards the satisfaction of the UK Employee Compliance Undertaking and the Non-UK New Arm Group Employees who are determined by SoftBank with the agreement of the Supervisor to count towards the satisfaction of the Non-UK Employee Compliance Undertaking, at least:

(a) 70 per cent. of those UK New Arm Group Employees; and

(b) 70 per cent. of those Non-UK New Arm Group Employees,

will in each case be Technical Employees on the fifth anniversary of the Effective Date.

Interpretation

For the purposes of the interpretation of the UK Employee Compliance Undertakings and the Technical Employee Compliance Undertaking:

· in the past the Old Arm Group has developed through a combination of organic growth and strategic acquisitions and SoftBank expects this to continue for the New Arm Group. The Employee Compliance Undertakings may be satisfied by a combination of acquisitions, graduate recruitment and hiring provided that at least 25 per cent. of the UK New Arm Group Employees who are determined to count towards the satisfaction of the UK Employee Compliance Undertaking and were not UK Old Arm Group Employees as at the Effective Date must have become UK New Arm Group Employees otherwise than through acquisitions of businesses or companies by the New Arm Group. Any UK New Arm Group Employees who were not UK Old Arm Group Employees as at the Effective Date and have become UK New Arm Group Employees through acquisitions of businesses or companies by the New Arm Group from SoftBank Group shall be excluded for the purposes of determining the number of UK New Arm Group Employees at the relevant Measurement Point. The foregoing sentence shall not apply to a business or company employing those UK New Arm Group Employees that was acquired by SoftBank Group after the Effective Date and was subsequently acquired by the New Arm Group within the following twelve months, to the extent that the relevant UK New Arm Group Employees were (i) Employees of the acquired business or company on the date acquired by SoftBank Group, or (ii) first employed by the SoftBank Group between the date of such acquisition and the date of the transfer of the business or company to the New Arm Group;

· SoftBank expects to transfer limited numbers of Employees who are employed by the SoftBank Group to the New Arm Group over time. To the extent that the number of such Employees who are UK New Arm Group Employees at the relevant Measurement Point (each a "SoftBank Transferee") exceeds 100, the number of SoftBank Transferees for the purposes of determining the number of UK New Arm Group Employees shall be deemed to be 100;

· to the extent that the number of Part-Time Employees who are UK New Arm Group Employees exceeds 20 per cent. of the total number of UK New Arm Group Employees at the relevant Measurement Point, any such excess Part-Time Employees who are UK New Arm Group Employees shall be excluded for the purposes of determining the number of UK New Arm Group Employees at the relevant Measurement Point for the purposes of determining the satisfaction of the UK Employee Compliance Undertaking and limb (ii) of the Technical Employee Compliance Undertaking (but not for the purposes of determining the satisfaction of limb (i) of the Technical Employee Compliance Undertaking).

 

HQ Compliance Undertaking

In order for the New Arm Group to be considered to be maintaining its global headquarters in Cambridge and therefore complying with the HQ Compliance Undertaking:

· the New Arm Group must occupy one or more buildings in Cambridge; and

· one of those buildings must be publicly designated as the New Arm Group's global headquarters and be the registered office of Arm Limited.

 

Background and Monitoring

The Arm Limited Compliance Undertakings take effect as binding obligations and are not subject to any qualifications or conditions. Arm Limited will need to comply with the terms of the Arm Limited Compliance Undertakings for the periods of time specified in the Arm Limited Compliance Undertakings and complete any courses of action committed to by the dates specified in the Arm Limited Compliance Undertakings.

The Arm Limited Compliance Undertakings will be subject to agreed supervisory, monitoring and reporting requirements.

Arm Limited has agreed that Grant Thornton UK LLP ("Supervisor") will monitor compliance with the Arm Limited Compliance Undertakings.

 

Definitions

For the purposes of the Arm Limited Compliance Undertakings, capitalised terms are defined as follows:

"Arm Holdings" means Arm Holdings plc (company number 02548782) (currently intended to be renamed SVF HoldCo (UK) Limited);

"Arm Limited" means Arm Limited (company number 02557590);

"Arm LimitedComplianceUndertakings" means the HQ and Employee Compliance Undertakings;

"Effective Date" means 5 September 2016;

"Employee" means a person who is a permanent employee (being a person who has a contract of employment) excluding, for the avoidance of doubt, employees with fixed-term contracts, fixed-term workers, consultants, contractors, agency workers, casual workers (including zero-hour workers), volunteers, and secondees from third parties;

"Full-Time Employee" means any Employee who is not a Part-Time Employee;

"Measurement Point" means the Effective Date, each anniversary of the Effective Date until the fifth anniversary of the Effective Date and 31 March 2021 or at such other date(s) as the Executive may specify;

"New Arm Group" means Arm Limited and its subsidiaries from time to time;

"New Arm Group Employee" means an Employee of Arm Limited or any member of the New Arm Group;

"Non-Technical Employees" means Employees who are not Technical Employees;

"Non-UK New Arm Group Employee" means a New Arm Group Employee other than a UK New Arm Group Employee;

"Old Arm Group" means Arm Holdings and its subsidiaries as at the Effective Date;

"Part-Time Employee" means any Employee who is contracted to work for less than 20 hours per week;

"SoftBank" means SoftBank Group Corp., a company incorporated in Tokyo with its registered address at 1-9-1, Higashi-Shimbashi, Minato-ku, Tokyo 105-7303;

"SoftBank Group" means SoftBank and its subsidiaries from time to time, excluding the members of the New Arm Group;

"UK New Arm Group Employee" means a New Arm Group Employee who is employed by a UK-incorporated member of the New Arm Group and is ordinarily based permanently in the UK;

"UK Old Arm Group Employee" means an Employee of the Old Arm Group employed by a UK-incorporated member of the Old Arm Group and ordinarily based permanently in the UK; and

"Technical Employees" means Employees employed as engineers, scientists, researchers, programmers, developers, IT, testing, quality assurance, and other technical Employees who work on the research, creation, maintenance, deployment and support of (i) semiconductor IP and related hardware, services, tools and software products; (ii) software products, applications and services; (iii) open source software utilised by the Arm ecosystem; (iv) customer service and support both office and field based; (v) technical marketing; and/or (vi) development, test and operations infrastructure, in each case, as determined by Arm Limited subject to the agreement of the Supervisor, and any other Employees from time to time who are employed in roles that are reasonably determined by Arm Limited, subject to the agreement of the Supervisor and the Panel, to be technical roles.

 

 

[1] NOTE: adjusted from information previously announced in November 2016 and October 2017 following review by Grant Thornton as Supervisor

 

 

 

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