Exercise of Over-allotment Option

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in the United States or in any other jurisdiction, including in or into the United States, Australia, Canada or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus published by Worldpay Group plc dated 13 October 2015 (the "Prospectus") in connection with the proposed admission of its Ordinary Shares to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities. A copy of the Prospectus is available from the Company's registered office at The Walbrook Building, 25 Walbrook, London EC4N 8AF and online at: http://investors.worldpay.com, subject to applicable securities laws.

FOR IMMEDIATE RELEASE

26 October 2015

Worldpay Group plc

Exercise of Over-allotment Option

Worldpay Group plc (the "Company" and together with its subsidiaries, "Worldpay") today confirms that, in connection with its initial public offering of ordinary shares (the "Offer"), Merrill Lynch International, as stabilising manager, has exercised the over-allotment option granted by Ship Global 2 & Cy S.C.A. (the "Institutional Selling Shareholder") in respect of 135,000,000 ordinary shares in the Company (the "Over-allotment Shares") at the offer price of 240 pence per Over-allotment Share.

Including the exercise of the over-allotment option, the total size of the Offer was 1,035,000,000 ordinary shares, in total representing 51.8% of the ordinary shares of the Company currently in issue.

Following the Offer and the exercise of the over-allotment option, it is expected that the Institutional Selling Shareholder will hold approximately 42% of the Company's ordinary shares. The Institutional Selling Shareholder is indirectly controlled by funds advised by Advent International and Bain Capital.

Following the Offer and the exercise of the over-allotment option, it is expected that the Concert Parties would, in aggregate, hold 46.6% of the Company's ordinary shares, assuming that: (a) the Company were to exercise in full its authority to purchase its ordinary shares, such authority being limited to a maximum number of ordinary shares representing 10% of the Company's issued share capital immediately following the admission of the Company's ordinary shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission") (the "Buyback Authority"); and (b) none of the ordinary shares which the Concert Parties hold are purchased by the Company under the Buyback Authority and no ordinary shares are newly issued by the Company between the date of Admission and the date that the Buyback Authority is fully exercised. As used herein, "Concert Parties" has the meaning given to it in the Prospectus.

ENQUIRIES

Joint Global Coordinators:

James Fleming

Saba Nazar

Tim Waddell

Richard CormackAnthony GutmanStephen Considine

Henrik Gobel

Max Mesny

Ben Grindley

Joint Bookrunners:

Christopher P.M. Dimsey

Tom Johnson

Stuart Field

Philippe Cerf

Jean-Baptiste PetardChristopher Smith 

Financial Adviser to Worldpay:

Charlie Foreman

Fotis Hasiotis

Nick Fowler

Media enquiries:

James Murgatroyd

James Fearnley

Andrew Hughes

Fergus Wheeler

Louisa Feltes

Edward Gascoigne-Pees

Hazel Stevenson

Important notice

The information contained in this announcement is for background purposes only and does not purport to be full or complete or constitute or form part of any offer to sell or issue, or any solicitation of any offer to purchase, underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in, into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Offer and the distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates may not be offered or sold, directly or indirectly, in the United States unless registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities in the United States. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any amendments thereto and applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

Merrill Lynch International (the "Stabilising Manager") is authorised and regulated by the FCA in the United Kingdom and the Prudential Regulatory Authority (the "PRA"). The Stabilising Manager is acting exclusively for the Company and no-one else in connection with the Offer. It will not regard any other person as its clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.