24th Aug 2017 10:58
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 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 | VANTIV INC | |
| (d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | CONNECTED TO OFFEREE | |
| (e) Date dealing undertaken: | 23 August 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” | NO |
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 | 0 | |||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 326 | 0.00% | 2,818 | 0.00% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 0 | 0.00% | 0 | 0.00% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 2,300 | 0.00% | 17,000 | 0.01% | |||||||
| (4) | |||||||||||
| TOTAL: | 2,626 | 0.00% | 19,818 | 0.01% |
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 | Purchase/sale | Number of | Price per unit | ||||
| security | securities | ||||||
| USD 0.00001 Class A common | Purchase | 45 | 72.2500 USD | ||||
| USD 0.00001 Class A common | Purchase | 100 | 72.5300 USD | ||||
| USD 0.00001 Class A common | Purchase | 100 | 72.4990 USD | ||||
| USD 0.00001 Class A common | Purchase | 100 | 72.4950 USD | ||||
| USD 0.00001 Class A common | Purchase | 200 | 72.4400 USD | ||||
| USD 0.00001 Class A common | Purchase | 286 | 72.4225 USD | ||||
| USD 0.00001 Class A common | Purchase | 500 | 72.4300 USD | ||||
| USD 0.00001 Class A common | Purchase | 600 | 72.4100 USD | ||||
| USD 0.00001 Class A common | Purchase | 800 | 72.3212 USD | ||||
| USD 0.00001 Class A common | Purchase | 845 | 72.5993 USD | ||||
| USD 0.00001 Class A common | Purchase | 1,000 | 72.3700 USD | ||||
| USD 0.00001 Class A common | Purchase | 3,790 | 72.3544 USD | ||||
| USD 0.00001 Class A common | Purchase | 4,700 | 72.4440 USD | ||||
| USD 0.00001 Class A common | Purchase | 5,500 | 72.4425 USD | ||||
| USD 0.00001 Class A common | Purchase | 5,994 | 72.3985 USD | ||||
| USD 0.00001 Class A common | Purchase | 6,383 | 72.3800 USD | ||||
| USD 0.00001 Class A common | Purchase | 14,300 | 72.3872 USD | ||||
| USD 0.00001 Class A common | Sale | 14 | 72.3700 USD | ||||
| USD 0.00001 Class A common | Sale | 20 | 72.3200 USD | ||||
| USD 0.00001 Class A common | Sale | 20 | 72.4900 USD | ||||
| USD 0.00001 Class A common | Sale | 55 | 72.3600 USD | ||||
| USD 0.00001 Class A common | Sale | 100 | 72.3400 USD | ||||
| USD 0.00001 Class A common | Sale | 100 | 72.4200 USD | ||||
| USD 0.00001 Class A common | Sale | 100 | 72.4550 USD | ||||
| USD 0.00001 Class A common | Sale | 173 | 72.4317 USD | ||||
| USD 0.00001 Class A common | Sale | 200 | 72.3650 USD | ||||
| USD 0.00001 Class A common | Sale | 200 | 72.3625 USD | ||||
| USD 0.00001 Class A common | Sale | 300 | 72.4400 USD | ||||
| USD 0.00001 Class A common | Sale | 300 | 72.3333 USD | ||||
| USD 0.00001 Class A common | Sale | 300 | 72.3620 USD | ||||
| USD 0.00001 Class A common | Sale | 300 | 72.3900 USD | ||||
| USD 0.00001 Class A common | Sale | 407 | 72.4475 USD | ||||
| USD 0.00001 Class A common | Sale | 500 | 72.3250 USD | ||||
| USD 0.00001 Class A common | Sale | 600 | 72.3875 USD | ||||
| USD 0.00001 Class A common | Sale | 700 | 72.4685 USD | ||||
| USD 0.00001 Class A common | Sale | 745 | 72.4357 USD | ||||
| USD 0.00001 Class A common | Sale | 800 | 72.4600 USD | ||||
| USD 0.00001 Class A common | Sale | 845 | 72.5993 USD | ||||
| USD 0.00001 Class A common | Sale | 1,529 | 72.4076 USD | ||||
| USD 0.00001 Class A common | Sale | 1,800 | 72.4279 USD | ||||
| USD 0.00001 Class A common | Sale | 1,901 | 72.3799 USD | ||||
| USD 0.00001 Class A common | Sale | 2,000 | 72.3890 USD | ||||
| USD 0.00001 Class A common | Sale | 3,400 | 72.4505 USD | ||||
| USD 0.00001 Class A common | Sale | 4,500 | 72.4457 USD | ||||
| USD 0.00001 Class A common | Sale | 5,876 | 72.3558 USD | ||||
| USD 0.00001 Class A common | Sale | 6,483 | 72.3800 USD | ||||
| USD 0.00001 Class A common | Sale | 10,475 | 72.3864 USD |
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 security | Purchase/sale | Number of securities | Price per unit |
(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 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 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” |
| 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” |
| None |
(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | YES | |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 24 August 2017 | |
| Contact name: | Jay Supaya | |
| Telephone number: | 020 7773 0635 |
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.
143221.01
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
| Full name of person making disclosure: | Barclays PLC. | |
| Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | VANTIV INC |
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 | Call Options | Written | -1,100 | 70.0000 | American | 17 Nov 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Purchased | 600 | 60.0000 | American | 16 Feb 2018 | |||||||
| 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 | -700 | 75.0000 | American | 17 Nov 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -200 | 80.0000 | American | 17 Nov 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -500 | 75.0000 | American | 16 Feb 2018 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -11,200 | 65.0000 | American | 17 Nov 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Purchased | 600 | 65.0000 | American | 16 Feb 2018 | |||||||
| USD 0.00001 Class A common | Call Options | Purchased | 400 | 60.0000 | American | 17 Nov 2017 | |||||||
| USD 0.00001 Class A common | Call Options | Written | -1,200 | 70.0000 | American | 15 Sep 2017 | |||||||
| USD 0.00001 Class A common | Put Options | Written | 100 | 65.0000 | American | 15 Sep 2017 | |||||||
| 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.
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