4th Aug 2017 18:15
FORM 8 (OPD) - AMENDED
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
THE FOLLOWING FORM HAS BEEN AMENDED IN SECTION 3(A) FROM THE VERSION RELEASED ON 14 JULY 2017
1. KEY INFORMATION
(a) Full name of discloser: | Worldpay Group 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. | n/a |
(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) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 13 July 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 If YES, specify which: Vantiv, Inc.(offeror) |
2. POSITIONS OF THE PARTY TO THE OFFER 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
Class of relevant security:
| Ordinary shares of 3 pence each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Cash-settled derivatives:
| Nil | Nil | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
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
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | ||
a) Interests of the directors of Worldpay Group plc in the ordinary shares of 3 pence each
| ||
Director | No. of ordinary shares held | % of total issued share capital of Worldpay Group plc |
Philip Jansen | 7,538,577 | 0.38 |
Rick Medlock | 5,418,087 | 0.27 |
Ron Kalifa | 5,758,242 | 0.29 |
Michael Rake | 83,333 | |
John Allan | 1,923,141 | 0.10 |
Martin Scicluna | 304,903 | 0.02 |
Deanna Oppenheimer | 30,000 | |
b) Interests of the directors of Worldpay Group plc in awards of ordinary shares of 3 pence each under the Performance Share Plan (PSP), Deferred Bonus Share Plan (DBSP), Transitional Award Plan (TAP) and Save As You Earn (SAYE) plan of Worldpay Gorup plc
| ||||
Director | Scheme | No. of Ordinary Shares | Vesting Date | % of total issued share capital of Worldpay Group plc |
Philip Jansen | PSP | 1,192,072 | Between March 2019 and March 2020 | 0.06 |
Philip Jansen | DBSP | 179,720 | 20/3/2020 | 0.01 |
Philip Jansen | TAP | 833,333 | 16/10/2018 | 0.04 |
Philip Jansen | SAYE | 7,531 | 01/12/2019 | 0.00 |
Rick Medlock | PSP | 525,913 | Between March 2019 and March 2020 | 0.03 |
Rick Medlock | DBSP | 84,576 | 20/3/2020 | |
Rick Medlock | TAP | 416,666 | 16/10/2018 | 0.02 |
Rick Medlock | SAYE | 7,531 | 01/12/2019 | |
Ron Kalifa | PSP | 499,618 | Between March 2019 and March 2020 | 0.02 |
Ron Kalifa | DBSP | 80,356 | 20/3/2020 | |
Ron Kalifa | TAP | 416,666 | 16/10/2018 | 0.02 |
Ron Kalifa | SAYE | 7,531 | 01/12/2019 | |
c) Interests of close relatives of the directors of Worldpay Group plc in ordinary shares of 3 pence each | ||
Name of Close Relative / Relationship to Director | No. of Ordinary Shares Held | % of total issued share capital of Worldpay Group plc |
Minoo Kalifa | 2,300* | |
Andrew Medlock | 715 | |
Sue Medlock | 3,536* | |
*held in an Individual ISA
d) INTERESTS OF CONNECTED ADVISORS OF WORLDPAY GROUP PLC
(i) Wealth Nominees Limited*
Class of relevant security:
| Ordinary shares of 3 pence each in Worldpay Group plc | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 12,367,182 | 0.62 | 0 | 0.00 |
(2) Cash-settled derivatives: | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
TOTAL: | 12,367,182 | 0.62 | 0 | 0.00 |
*Employee Benefit Trust for Worldpay Group plc
(ii) Goldman, Sachs & Co.
Class of relevant security:
| Ordinary shares of 3 pence each in Worldpay Group plc | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0.00 | 0 | 0.00 |
(2) Cash-settled derivatives: | 0 | 0.00 | 345,041 | 0.02 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
TOTAL: | 0 | 0.00 | 345,041 | 0.02 |
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).
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 making the disclosure or any person acting in concert with it: 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 making the disclosure, or any person acting in concert with it, 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) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 4 August 2017 |
| Contact name: | Ruwan De Soyza, Group General Counsel |
| Telephone number: | +44 (0)7500 922 796 |
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.
Related Shares:
Worldpay Group