23rd Oct 2017 07:00
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) Full name of discloser: | Westchester Capital Management, LLC/Westchester Capital Partners, LLC | |
| (b) Owner or controller of interests and shortpositions disclosed, if different from 1(a): The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named. | ||
| (c) Name of offeror/offeree in relation to whoserelevant securities this form relates:Use a separate form for each offeror/offeree
| Worldpay Group, PLC | |
| (d) If an exempt fund manager connected with anofferor/offeree, state this and specify identity ofofferor/offeree: | ||
| (e) Date position held/dealing undertaken:For an opening position disclosure, state the latestpracticable date prior to the disclosure
| October 20, 2017 | |
| (f) In addition to the company in 1(c) above, is thediscloser making disclosures in respect of anyother party to the offer?If it is a cash offer or possible cash offer, state “N/A”
| Yes – Vantiv, Inc. |
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 (if any)
| Class of relevant security: | 5P Ordinary | ||||||
|
| Interests | Short positions | |||||
| Number | % | Number | % | ||||
| (1) Relevant securities ownedand/or controlled: | |||||||
| (2) Cash-settled derivatives: | 28,539,647 | 1.43 | |||||
| (3) Stock-settled derivatives(including options) andagreements to purchase/sell: | |||||||
| TOTAL: | 28,539,647 | 1.43 | |||||
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).
(b) Rights to subscribe for new securities (including directors’ and other employee options)
| Class of relevant security in relation towhich subscription right exists: | |
| Details, including nature of the rightsconcerned and relevant percentages: |
3. DEALINGS (IF ANY) 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
| Class of relevantsecurity | Purchase/sale | Number ofsecurities | Price per unit |
(b) Cash-settled derivative transactions
| Classofrelevantsecurity | Productdescriptione.g. CFD
| Nature of dealinge.g. opening/closing along/short position,increasing/reducing along/short position
| Number ofreferencesecurities | Price per unit | ||||
| Ordinary shares | CFD | Increasing long | 24,348 | 403.8399 GBp |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class ofrelevantsecurity | Productdescriptione.g. calloption | Writing,purchasing,selling,varying etc. | Numberofsecuritiesto whichoptionrelates | Exercisepriceper unit | Typee.g.American,Europeanetc.
| Expirydate | Optionmoneypaid/receivedper 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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: 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 person 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
| Is a Supplemental Form 8 (Open Positions) attached? | no |
| Date of disclosure: | October 20, 2017 | |
| Contact name: | Michael Bauco | |
| Telephone number: | 914 741 5600 |
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.
LEI: 213800CJ5Z6YSGIIZA22Classification: 3.1 Additional regulated information required to be disclosed under the laws of a Member State
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