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| 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 |
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| (a) Full name of discloser: | Citadel Group | (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 | WORLDPAY GROUP PLC | (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
| (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 08 December, 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" | VANTIV INC |
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| 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) |
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| Class of relevant security: | Common Stock ISIN GB00BYYK2V80 |
| Interests | Short Positions |
| Number | % | Number | % | (1) Relevant securities owned and/or controlled: | 0 | 0.00 | 221,718 | 0.01 | (2) Cash-settled derivatives: | 26,000,000 | 1.30 | 68,558 | 0.00 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 | TOTAL: | 26,000,000 | 1.30 | 290,276 | 0.01 |
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| | | | | | | | | |
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| 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) |
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| Class of relevant security in relation to which subscription right exists: |
| Details, including nature of the rights concerned and relevant percentages: |
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| 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 |
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| Class of relevant security ISIN GB00BYYK2V80 | Purchase/sale | Number of securities | Price per unit | Common Stock | Purchase | 2,588 | 4.155 GBP | Common Stock | Purchase | 16,907 | 4.156 GBP | Common Stock | Purchase | 10,039 | 4.157 GBP | Common Stock | Purchase | 2,720 | 4.158 GBP | Common Stock | Purchase | 9,229 | 4.159 GBP | Common Stock | Purchase | 7,416 | 4.16 GBP | Common Stock | Purchase | 1,409 | 4.161 GBP | Common Stock | Purchase | 5,467 | 4.162 GBP | Common Stock | Purchase | 1,561 | 4.163 GBP | Common Stock | Purchase | 6,124 | 4.164 GBP | Common Stock | Purchase | 480 | 4.165 GBP | Common Stock | Purchase | 2,795 | 4.166 GBP | Common Stock | Purchase | 5,516 | 4.167 GBP | Common Stock | Purchase | 878 | 4.168 GBP | Common Stock | Purchase | 6,360 | 4.169 GBP | Common Stock | Purchase | 4,050 | 4.17 GBP | Common Stock | Purchase | 468 | 4.171 GBP | Common Stock | Purchase | 950 | 4.172 GBP | Common Stock | Purchase | 83 | 4.173 GBP | Common Stock | Purchase | 277 | 4.174 GBP | Common Stock | Purchase | 1,251 | 4.176 GBP | Common Stock | Purchase | 1,302 | 4.177 GBP | Common Stock | Purchase | 1,100 | 4.178 GBP | Common Stock | Purchase | 4,656 | 4.179 GBP | Common Stock | Purchase | 340 | 4.182 GBP | Common Stock | Purchase | 650 | 4.19 GBP | Common Stock | Purchase | 1,411 | 4.204 GBP | Common Stock | Purchase | 417 | 4.209 GBP | Common Stock | Purchase | 1,100 | 4.213 GBP | Common Stock | Purchase | 2,439 | 4.214 GBP | Common Stock | Purchase | 1,705 | 4.215 GBP | Common Stock | Purchase | 667 | 4.216 GBP | Common Stock | Purchase | 1,300 | 4.223 GBP | Common Stock | Purchase | 386 | 4.224 GBP | Common Stock | Purchase | 1,470 | 4.242 GBP | Common Stock | Purchase | 1,895 | 4.243 GBP | Common Stock | Purchase | 1,047 | 4.244 GBP | Common Stock | Purchase | 900 | 4.245 GBP | Common Stock | Purchase | 948 | 4.246 GBP | Common Stock | Purchase | 47,560 | 4.247 GBP | Common Stock | Purchase | 14,087 | 4.248 GBP | Common Stock | Purchase | 2,900 | 4.249 GBP | Common Stock | Purchase | 51,184 | 4.25 GBP | Common Stock | Purchase | 1,900 | 4.251 GBP | Common Stock | Purchase | 600 | 4.257 GBP | Common Stock | Purchase | 6,922 | 4.258 GBP | Common Stock | Purchase | 11,578 | 4.259 GBP | Common Stock | Purchase | 6,010 | 4.26 GBP | Common Stock | Purchase | 20,553 | 4.261 GBP | Common Stock | Purchase | 16,175 | 4.262 GBP | Common Stock | Purchase | 12,994 | 4.263 GBP | Common Stock | Purchase | 6,419 | 4.264 GBP | Common Stock | Purchase | 11,842 | 4.265 GBP | Common Stock | Purchase | 8,968 | 4.266 GBP | Common Stock | Purchase | 600 | 4.267 GBP | Common Stock | Purchase | 15,232 | 4.268 GBP | Common Stock | Purchase | 7,004 | 4.269 GBP | Common Stock | Purchase | 13,934 | 4.27 GBP | Common Stock | Purchase | 1,574 | 4.271 GBP | Common Stock | Purchase | 2,314 | 4.272 GBP | Common Stock | Purchase | 1,100 | 4.273 GBP | Common Stock | Purchase | 2,016 | 4.277 GBP | Common Stock | Sale | -425 | 4.156 GBP | Common Stock | Sale | -2,859 | 4.157 GBP | Common Stock | Sale | -3,946 | 4.158 GBP | Common Stock | Sale | -3,679 | 4.159 GBP | Common Stock | Sale | -3,244 | 4.161 GBP | Common Stock | Sale | -6,137 | 4.162 GBP | Common Stock | Sale | -6,319 | 4.163 GBP | Common Stock | Sale | -800 | 4.165 GBP | Common Stock | Sale | -654 | 4.166 GBP | Common Stock | Sale | -2,944 | 4.167 GBP | Common Stock | Sale | -3,536 | 4.168 GBP | Common Stock | Sale | -2,073 | 4.169 GBP | Common Stock | Sale | -1,712 | 4.17 GBP | Common Stock | Sale | -1,000 | 4.171 GBP | Common Stock | Sale | -636 | 4.172 GBP | Common Stock | Sale | -33 | 4.175 GBP | Common Stock | Sale | -1,100 | 4.176 GBP | Common Stock | Sale | -860 | 4.177 GBP | Common Stock | Sale | -340 | 4.178 GBP | Common Stock | Sale | -2,315 | 4.179 GBP | Common Stock | Sale | -3,220 | 4.18 GBP | Common Stock | Sale | -1,000 | 4.181 GBP | Common Stock | Sale | -5,600 | 4.182 GBP | Common Stock | Sale | -2,110 | 4.184 GBP | Common Stock | Sale | -551 | 4.185 GBP | Common Stock | Sale | -1,072 | 4.187 GBP | Common Stock | Sale | -2,694 | 4.19 GBP | Common Stock | Sale | -442 | 4.191 GBP | Common Stock | Sale | -4,259 | 4.192 GBP | Common Stock | Sale | -2,629 | 4.193 GBP | Common Stock | Sale | -407 | 4.198 GBP | Common Stock | Sale | -57 | 4.201 GBP | Common Stock | Sale | -600 | 4.204 GBP | Common Stock | Sale | -2,948 | 4.208 GBP | Common Stock | Sale | -1,000 | 4.209 GBP | Common Stock | Sale | -2,899 | 4.21 GBP | Common Stock | Sale | -1,471 | 4.211 GBP | Common Stock | Sale | -716 | 4.214 GBP | Common Stock | Sale | -4,920 | 4.215 GBP | Common Stock | Sale | -2,080 | 4.216 GBP | Common Stock | Sale | -2,992 | 4.217 GBP | Common Stock | Sale | -600 | 4.218 GBP | Common Stock | Sale | -1,374 | 4.219 GBP | Common Stock | Sale | -2,238 | 4.22 GBP | Common Stock | Sale | -1,456 | 4.221 GBP | Common Stock | Sale | -4,216 | 4.222 GBP | Common Stock | Sale | -2,522 | 4.223 GBP | Common Stock | Sale | -489 | 4.224 GBP | Common Stock | Sale | -900 | 4.225 GBP | Common Stock | Sale | -1,850 | 4.227 GBP | Common Stock | Sale | -53 | 4.233 GBP | Common Stock | Sale | -168 | 4.236 GBP | Common Stock | Sale | -86 | 4.237 GBP | Common Stock | Sale | -2,238 | 4.238 GBP | Common Stock | Sale | -7,691 | 4.239 GBP | Common Stock | Sale | -600 | 4.24 GBP | Common Stock | Sale | -1,062 | 4.241 GBP | Common Stock | Sale | -17,436 | 4.242 GBP | Common Stock | Sale | -6,011 | 4.243 GBP | Common Stock | Sale | -7,912 | 4.244 GBP | Common Stock | Sale | -21,231 | 4.245 GBP | Common Stock | Sale | -7,489 | 4.246 GBP | Common Stock | Sale | -131,714 | 4.247 GBP | Common Stock | Sale | -13,100 | 4.248 GBP | Common Stock | Sale | -5,234 | 4.249 GBP | Common Stock | Sale | -25,079 | 4.25 GBP | Common Stock | Sale | -10,032 | 4.251 GBP | Common Stock | Sale | -3,801 | 4.252 GBP | Common Stock | Sale | -179 | 4.253 GBP | Common Stock | Sale | -611 | 4.254 GBP | Common Stock | Sale | -378 | 4.255 GBP | Common Stock | Sale | -2,191 | 4.257 GBP | Common Stock | Sale | -2,238 | 4.258 GBP | Common Stock | Sale | -7,093 | 4.259 GBP | Common Stock | Sale | -1,127 | 4.2595 GBP | Common Stock | Sale | -90,861 | 4.26 GBP | Common Stock | Sale | -2,955 | 4.2605 GBP | Common Stock | Sale | -10,916 | 4.261 GBP | Common Stock | Sale | -5,328 | 4.262 GBP | Common Stock | Sale | -16,738 | 4.263 GBP | Common Stock | Sale | -15,747 | 4.264 GBP | Common Stock | Sale | -42,538 | 4.265 GBP | Common Stock | Sale | -14,666 | 4.266 GBP | Common Stock | Sale | -16,671 | 4.267 GBP | Common Stock | Sale | -18,758 | 4.268 GBP | Common Stock | Sale | -21,683 | 4.269 GBP | Common Stock | Sale | -19,625 | 4.27 GBP | Common Stock | Sale | -58 | 4.271 GBP | Common Stock | Sale | -1,648 | 4.272 GBP | Common Stock | Sale | -5,819 | 4.273 GBP | Common Stock | Sale | -1,784 | 4.274 GBP | Common Stock | Sale | -1,296 | 4.275 GBP | Common Stock | Sale | -3,966 | 4.276 GBP | Common Stock | Sale | -11 | 4.277 GBP |
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| (b) Cash-settled derivative transactions |
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| Class of relevant security ISIN GB00BYYK2V80 | 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 | Common Stock | CFD | Increasing long position | 58,223 | 4.257635 GBP | Common Stock | CFD | Increasing short position | -68,554 | 4.211336 GBP | Common Stock | CFD | Reducing long position | -58,223 | 4.211336 GBP | Common Stock | CFD | Reducing short position | 660 | 4.257635 GBP | Common Stock | CFD | Reducing short position | 3,439 | 4.257635 GBP | Common Stock | CFD | Reducing short position | 16,453 | 4.257635 GBP |
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| (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying |
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| 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 |
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| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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| (d) Other dealings (including subscribing for new securities) |
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| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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| 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements |
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| 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 |
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| (b) Agreements, arrangements or understandings relating to options or derivatives |
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| 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 |
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| Is a Supplemental Form 8 (Open Positions) attached? | NO |
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| Date of disclosure: | 11 December, 2017 | Contact name: | Alasdair Putt | Telephone number: | 020 7645 9700 |
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| Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. 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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