Disposal

Worldpay Group plc("Worldpay" or the "Company")

Proposed disposal of interest in

Visa Europe Limited ("Visa Europe")

Highlights

· Disposal of Worldpay's interest in Visa Europe.

· Total consideration for Worldpay estimated to be up to approximately €1,249 million, including €592 million up-front cash payment.

· 10% of net proceeds to be retained by Worldpay.

Worldpay Group plc (LSE symbol: WPG), a leading provider of global payment services, announces the proposed disposal by its wholly-owned subsidiaries, Worldpay (UK) Limited and Worldpay B.V., of its approximate 5.9% interest in Visa Europe to Visa Inc. (the "Disposal"). The Disposal, which is expected to complete in Q2 2016, is a result of Visa Inc.'s agreement to purchase 100% of Visa Europe, subject to the satisfaction of certain conditions.

Under the terms of the Disposal, Worldpay (UK) Limited will receive a mixture of cash and non-cash consideration currently estimated to be worth in aggregate up to €1,249 million, including deferred contingent consideration, comprising:

§ total up-front consideration to be received by Worldpay (UK) Limited estimated to be approximately €966 million, payable on completion of the Disposal. This consideration is comprised of cash (approximately €592 million) and Series B Preferred Stock in Visa Inc., convertible into Class A Common Stock in Visa Inc. (approximately €374 million) (the "Preferred Stock"), on terms set out in the agreements relating to the Disposal; and

§ deferred contingent consideration estimated to be up to approximately €283 million payable, conditional upon achieving certain criteria relating to the incremental net revenue of Visa Europe in the 16 financial quarters following completion of the Disposal.

As set out in Worldpay's IPO prospectus dated 13 October 2015, the holders of the contingent value rights (the "CVRs") (a separate class of shares in the Company) will be entitled to 90% of the net proceeds of the Disposal in accordance with the terms of the CVRs (subject to the Company's right of retention explained below), with Worldpay retaining 10% of the net proceeds. Further details of the CVRs are set out in Worldpay's prospectus dated 13 October 2015.

In connection with the Disposal, Worldpay (UK) Limited and certain other members of Visa Europe have entered into arrangements for the apportionment of certain liabilities relating to ongoing litigation involving Visa Europe in the form of indemnification to Visa Inc. To the extent that such liabilities are subject to these arrangements, the arrangements replace the potential uncapped liability under the terms of the Visa Europe operating regulations.

Worldpay will initially retain the consideration received for the Disposal, subject to the rights of holders of the CVRs. The Company is entitled to retain amounts equal to the maximum potential liability of the Company and its subsidiary undertakings in connection with the Disposal and its intended ongoing participation in the payment schemes operated by Visa Europe. Subject to this right, the Company will:

§ pay or distribute in kind to the holders of the CVRs 90% of the net proceeds of the consideration for the Disposal in accordance with the terms of the CVRs; and

§ retain 10% of the consideration for general corporate purposes.

Following the Disposal, Worldpay will continue to be a participant in the Visa payments system. It is anticipated that Worldpay will no longer have representation on the Board of Visa Europe following completion of the Disposal as a result of Visa Europe ceasing to be a member-owned association.

Notes:

§ The figures specified for the consideration are approximate and based on current estimates, and the actual amounts received by the Company may differ, in accordance with the terms of the Disposal.

§ For the year ended 31 December 2014, Worldpay did not receive any profits attributable to its shares in Visa Europe.

Enquiries:

James MurgatroydJames FearnleyAndrew Hughes

This information is provided by RNS

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