28th Jul 2017 12:06
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) | Full name of discloser: | Barclays PLC. | |||
| (b) | Owner or controller of interest and short | ||||
| positions disclosed, if different from 1(a): | |||||
| (c) | Name of offeror/offeree in relation to whose | VANTIV INC | |||
| relevant securities this form relates: | |||||
| (d) | Status of person making the disclosure: | CONNECTED TO OFFEROR | |||
| (e) | Date position held/dealing undertaken: | 27 July 2017 | |||
| (f) | In addition to the company in 1(c) above, is the discloser making | NO | |||
| disclosures in respect of any other party to the offer? |
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
| Class of relevant security: | USD 0.00001 Class A common | ||||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 30,517 | 0.02% | 0 | 0.00% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 0 | 0.00% | 0 | 0.00% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 1,200 | 0.00% | 109,400 | 0.07% | |||||||
| TOTAL: | 31,717 | 0.02% | 109,400 | 0.07% | |||||||
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(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 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
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
| Class of relevant | Purchase/sale | Number of | Price per unit | ||||
| security | securities | ||||||
| USD 0.00001 Class A common | Purchase | 13 | 64.3476 USD | ||||
| USD 0.00001 Class A common | Purchase | 73 | 64.4500 USD | ||||
| USD 0.00001 Class A common | Purchase | 100 | 64.2300 USD | ||||
| USD 0.00001 Class A common | Purchase | 100 | 64.2800 USD | ||||
| USD 0.00001 Class A common | Purchase | 100 | 64.3500 USD | ||||
| USD 0.00001 Class A common | Purchase | 100 | 64.2797 USD | ||||
| USD 0.00001 Class A common | Purchase | 200 | 64.3600 USD | ||||
| USD 0.00001 Class A common | Purchase | 200 | 64.2725 USD | ||||
| USD 0.00001 Class A common | Purchase | 200 | 64.2562 USD | ||||
| USD 0.00001 Class A common | Purchase | 293 | 64.2600 USD | ||||
| USD 0.00001 Class A common | Purchase | 472 | 64.4100 USD | ||||
| USD 0.00001 Class A common | Purchase | 500 | 64.2340 USD | ||||
| USD 0.00001 Class A common | Purchase | 702 | 64.4060 USD | ||||
| USD 0.00001 Class A common | Purchase | 800 | 64.3300 USD | ||||
| USD 0.00001 Class A common | Purchase | 900 | 64.4222 USD | ||||
| USD 0.00001 Class A common | Purchase | 993 | 64.3289 USD | ||||
| USD 0.00001 Class A common | Purchase | 1,001 | 64.2461 USD | ||||
| USD 0.00001 Class A common | Purchase | 1,044 | 64.3422 USD | ||||
| USD 0.00001 Class A common | Purchase | 1,928 | 64.2488 USD | ||||
| USD 0.00001 Class A common | Purchase | 2,100 | 64.2121 USD | ||||
| USD 0.00001 Class A common | Purchase | 2,575 | 64.1748 USD | ||||
| USD 0.00001 Class A common | Purchase | 2,850 | 64.3693 USD | ||||
| USD 0.00001 Class A common | Purchase | 3,705 | 64.3078 USD | ||||
| USD 0.00001 Class A common | Purchase | 4,603 | 64.2456 USD | ||||
| USD 0.00001 Class A common | Purchase | 5,800 | 64.2652 USD | ||||
| USD 0.00001 Class A common | Purchase | 8,600 | 64.2331 USD | ||||
| USD 0.00001 Class A common | Sale | 1 | 64.3600 USD | ||||
| USD 0.00001 Class A common | Sale | 53 | 64.0600 USD | ||||
| USD 0.00001 Class A common | Sale | 99 | 64.3500 USD | ||||
| USD 0.00001 Class A common | Sale | 100 | 64.2797 USD | ||||
| USD 0.00001 Class A common | Sale | 100 | 64.3400 USD | ||||
| USD 0.00001 Class A common | Sale | 100 | 64.2200 USD | ||||
| USD 0.00001 Class A common | Sale | 100 | 64.0700 USD | ||||
| USD 0.00001 Class A common | Sale | 100 | 64.2300 USD | ||||
| USD 0.00001 Class A common | Sale | 128 | 64.2400 USD | ||||
| USD 0.00001 Class A common | Sale | 200 | 64.2000 USD | ||||
| USD 0.00001 Class A common | Sale | 200 | 64.0950 USD | ||||
| USD 0.00001 Class A common | Sale | 210 | 64.1500 USD | ||||
| USD 0.00001 Class A common | Sale | 297 | 64.4502 USD | ||||
| USD 0.00001 Class A common | Sale | 300 | 64.2866 USD | ||||
| USD 0.00001 Class A common | Sale | 393 | 64.2600 USD | ||||
| USD 0.00001 Class A common | Sale | 400 | 64.2475 USD | ||||
| USD 0.00001 Class A common | Sale | 400 | 64.1331 USD | ||||
| USD 0.00001 Class A common | Sale | 465 | 64.0882 USD | ||||
| USD 0.00001 Class A common | Sale | 500 | 64.1305 USD | ||||
| USD 0.00001 Class A common | Sale | 500 | 64.2340 USD | ||||
| USD 0.00001 Class A common | Sale | 500 | 64.3650 USD | ||||
| USD 0.00001 Class A common | Sale | 501 | 64.1904 USD | ||||
| USD 0.00001 Class A common | Sale | 600 | 64.2358 USD | ||||
| USD 0.00001 Class A common | Sale | 1,286 | 64.4078 USD | ||||
| USD 0.00001 Class A common | Sale | 1,300 | 64.2523 USD | ||||
| USD 0.00001 Class A common | Sale | 1,344 | 64.3558 USD | ||||
| USD 0.00001 Class A common | Sale | 1,800 | 64.3688 USD | ||||
| USD 0.00001 Class A common | Sale | 2,300 | 64.2739 USD | ||||
| USD 0.00001 Class A common | Sale | 2,700 | 64.2488 USD | ||||
| USD 0.00001 Class A common | Sale | 3,200 | 64.2031 USD | ||||
| USD 0.00001 Class A common | Sale | 3,700 | 64.2379 USD | ||||
| USD 0.00001 Class A common | Sale | 4,400 | 64.2631 USD | ||||
| USD 0.00001 Class A common | Sale | 4,803 | 64.2460 USD | ||||
| USD 0.00001 Class A common | Sale | 6,672 | 64.3312 USD |
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
| Class of relevant security | Purchases/ sales | Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
(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 |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class | Product | Writing, | Number | Exercise | Type | Expiry | Option | ||||||||
| of | description | purchasing, | of | price | date | money | |||||||||
| relevant | selling, | securities | per unit | paid/ | |||||||||||
| security | varying etc | to which | received | ||||||||||||
| option | per unit | ||||||||||||||
| relates | |||||||||||||||
| USD 0.00001 Class A common | Call Options | Selling | 400 | 65 USD | American | 17 Nov 2017 | 3.9600 USD |
(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 party to the offer or person acting in concert making the disclosure and any other person: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert 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” |
(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | YES | ||
| Supplemental Form 8 (SBL) | NO | ||
| Date of disclosure: | 28 Jul 2017 | ||
| Contact name: | Femi Badmos | ||
| Telephone number: | 020 3555 1125 |
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| Identity of the person whose positions/dealings | Barclays PLC. | ||
| are being disclosed: | |||
| Name of offeror/offeree in relation to whose | VANTIV INC | ||
| relevant securities this from relates: |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class | Product | Writing, | Number | Exercise | Type | Expiry | |||||||
| of | description | purchasing, | of | price | date | ||||||||
| relevant | selling, | securities | per unit | ||||||||||
| security | varying etc | to which | |||||||||||
| option | |||||||||||||
| relates | |||||||||||||
| USD 0.00001 Class A common | Put Options | Purchased | -400 | 55.0000 | American | 18 Aug 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -1,200 | 70.0000 | American | 17 Nov 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -1,500 | 60.0000 | American | 18 Aug 2017 | |||||||
| USD 0.00001 Class A common | Put Options | Written | 600 | 60.0000 | American | 17 Nov 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -600 | 75.0000 | American | 17 Nov 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Purchased | 100 | 55.0000 | American | 18 Aug 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -100 | 70.0000 | American | 16 Feb 2018 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -8,800 | 65.0000 | American | 17 Nov 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -19,600 | 65.0000 | American | 18 Aug 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -71,700 | 70.0000 | American | 18 Aug 2017 | |||||||
| USD 0.00001 Class A common | Put Options | Purchased | -3,300 | 60.0000 | American | 18 Aug 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Purchased | 500 | 60.0000 | American | 17 Nov 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -100 | 65.0000 | American | 16 Feb 2018 | |||||||
| USD 0.00001 Class A common | Put Options | Purchased | -2,100 | 45.0000 | American | 16 Feb 2018 |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
| Full details should be given so that the nature of the interest or position can be fully understood: |
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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.
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
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