Form 8.3 - Worldpay Group PLC

LONDON--()--

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:  

Westchester Capital Management, LLC/
Westchester Capital Partners, LLC

(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

 

  Worldpay Group, PLC

(d) If an exempt fund manager connected with an
offeror/offeree, state this and specify identity of
offeror/offeree:

   

(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest
practicable date prior to the disclosure

 

  October 20, 2017

(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 – Vantiv, Inc.

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 security:   5P Ordinary

 

  Interests   Short positions
    Number   %   Number %

(1) Relevant securities owned
and/or controlled:

             
(2) Cash-settled derivatives:   28,539,647   1.43      

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

             

TOTAL:

  28,539,647   1.43      

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
security

  Purchase/sale  

Number of
securities

  Price per unit

(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
Ordinary shares   CFD   Increasing long   24,348   403.8399 GBp

(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

(ii) Exercise

Class of relevant security Product description

e.g. call option

Exercising/ exercised against Number of securities Exercise price per unit

(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)

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:

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 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”

none

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached? no
Date of disclosure:   October 20, 2017
Contact name:   Michael Bauco
Telephone number:   914 741 5600

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 disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

LEI: 213800CJ5Z6YSGIIZA22
Classification: 3.1 Additional regulated information required to be disclosed under the laws of a Member State

Short Name: Westchester Capital
Category Code: RET
Sequence Number: 634585
Time of Receipt (offset from UTC): 20171020T214312+0100

Contacts

Westchester Capital Management

Contacts

Westchester Capital Management