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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 | 07 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" | 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: | 160,142 | 0.01 | 0 | 0.00 | (2) Cash-settled derivatives: | 23,784,555 | 1.19 | 0 | 0.00 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 | TOTAL: | 23,944,697 | 1.20 | 0 | 0.00 |
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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 | 3,672 | 3.701 GBP | Common Stock | Purchase | 612 | 3.7015 GBP | Common Stock | Purchase | 2,684 | 3.702 GBP | Common Stock | Purchase | 390 | 3.7025 GBP | Common Stock | Purchase | 12,907 | 3.703 GBP | Common Stock | Purchase | 362 | 3.7035 GBP | Common Stock | Purchase | 7,740 | 3.704 GBP | Common Stock | Purchase | 158 | 3.7045 GBP | Common Stock | Purchase | 3,546 | 3.705 GBP | Common Stock | Purchase | 106 | 3.7055 GBP | Common Stock | Purchase | 19,552 | 3.706 GBP | Common Stock | Purchase | 10,017 | 3.707 GBP | Common Stock | Purchase | 575 | 3.7075 GBP | Common Stock | Purchase | 13,323 | 3.708 GBP | Common Stock | Purchase | 2,310 | 3.7085 GBP | Common Stock | Purchase | 16,190 | 3.709 GBP | Common Stock | Purchase | 1,286 | 3.7095 GBP | Common Stock | Purchase | 68,978 | 3.71 GBP | Common Stock | Purchase | 10,598 | 3.7105 GBP | Common Stock | Purchase | 60,742 | 3.711 GBP | Common Stock | Purchase | 854 | 3.7115 GBP | Common Stock | Purchase | 11,406 | 3.712 GBP | Common Stock | Purchase | 486 | 3.7125 GBP | Common Stock | Purchase | 2,059 | 3.713 GBP | Common Stock | Purchase | 506 | 3.7135 GBP | Common Stock | Purchase | 3,115 | 3.714 GBP | Common Stock | Purchase | 1,457 | 3.715 GBP | Common Stock | Purchase | 2,982 | 3.7155 GBP | Common Stock | Purchase | 29,707 | 3.716 GBP | Common Stock | Purchase | 2,420 | 3.7165 GBP | Common Stock | Purchase | 11,438 | 3.717 GBP | Common Stock | Purchase | 598 | 3.7175 GBP | Common Stock | Purchase | 3,540 | 3.718 GBP | Common Stock | Purchase | 9,596 | 3.719 GBP | Common Stock | Purchase | 14,678 | 3.72 GBP | Common Stock | Purchase | 2,040 | 3.7205 GBP | Common Stock | Purchase | 9,135 | 3.721 GBP | Common Stock | Purchase | 3,041 | 3.7215 GBP | Common Stock | Purchase | 14,528 | 3.722 GBP | Common Stock | Purchase | 223 | 3.7225 GBP | Common Stock | Purchase | 8,871 | 3.723 GBP | Common Stock | Purchase | 7,244 | 3.724 GBP | Common Stock | Purchase | 1,110 | 3.7245 GBP | Common Stock | Purchase | 35,073 | 3.725 GBP | Common Stock | Purchase | 2,025 | 3.7255 GBP | Common Stock | Purchase | 7,308 | 3.726 GBP | Common Stock | Purchase | 1,106 | 3.7265 GBP | Common Stock | Purchase | 9,617 | 3.727 GBP | Common Stock | Purchase | 6,508 | 3.728 GBP | Common Stock | Purchase | 21,783 | 3.729 GBP | Common Stock | Purchase | 9,054 | 3.73 GBP | Common Stock | Purchase | 14,586 | 3.731 GBP | Common Stock | Purchase | 7,648 | 3.732 GBP | Common Stock | Purchase | 12,777 | 3.733 GBP | Common Stock | Purchase | 22,707 | 3.734 GBP | Common Stock | Purchase | 4,626 | 3.735 GBP | Common Stock | Purchase | 8,865 | 3.736 GBP | Common Stock | Purchase | 2,800 | 3.737 GBP | Common Stock | Purchase | 3,896 | 3.738 GBP | Common Stock | Purchase | 1,306 | 3.74 GBP | Common Stock | Purchase | 8,966 | 3.741 GBP | Common Stock | Purchase | 6,110 | 3.742 GBP | Common Stock | Purchase | 1,784 | 3.743 GBP | Common Stock | Purchase | 957 | 3.745 GBP | Common Stock | Purchase | 208 | 3.746 GBP | Common Stock | Purchase | 1,728 | 3.747 GBP | Common Stock | Purchase | 23,446 | 3.748 GBP | Common Stock | Purchase | 9,765 | 3.749 GBP | Common Stock | Purchase | 17,337 | 3.75 GBP | Common Stock | Purchase | 24,133 | 3.751 GBP | Common Stock | Purchase | 32,182 | 3.752 GBP | Common Stock | Purchase | 17,240 | 3.753 GBP | Common Stock | Purchase | 20,015 | 3.754 GBP | Common Stock | Purchase | 16,477 | 3.755 GBP | Common Stock | Purchase | 27,668 | 3.756 GBP | Common Stock | Purchase | 9,849 | 3.757 GBP | Common Stock | Purchase | 3,539 | 3.758 GBP | Common Stock | Purchase | 36,405 | 3.766 GBP | Common Stock | Sale | -573 | 3.701 GBP | Common Stock | Sale | -4,073 | 3.702 GBP | Common Stock | Sale | -9,559 | 3.703 GBP | Common Stock | Sale | -8,196 | 3.704 GBP | Common Stock | Sale | -30,461 | 3.705 GBP | Common Stock | Sale | -7,291 | 3.706 GBP | Common Stock | Sale | -16,655 | 3.707 GBP | Common Stock | Sale | -54,666 | 3.708 GBP | Common Stock | Sale | -28,611 | 3.709 GBP | Common Stock | Sale | -54,890 | 3.71 GBP | Common Stock | Sale | -4,056 | 3.711 GBP | Common Stock | Sale | -319 | 3.712 GBP | Common Stock | Sale | -951 | 3.713 GBP | Common Stock | Sale | -1,903 | 3.714 GBP | Common Stock | Sale | -9,355 | 3.715 GBP | Common Stock | Sale | -11,993 | 3.716 GBP | Common Stock | Sale | -57 | 3.717 GBP | Common Stock | Sale | -3,964 | 3.718 GBP | Common Stock | Sale | -2,872 | 3.719 GBP | Common Stock | Sale | -18,799 | 3.72 GBP | Common Stock | Sale | -24,546 | 3.721 GBP | Common Stock | Sale | -8,186 | 3.722 GBP | Common Stock | Sale | -4,118 | 3.724 GBP | Common Stock | Sale | -9,813 | 3.725 GBP | Common Stock | Sale | -13,564 | 3.726 GBP | Common Stock | Sale | -8,093 | 3.727 GBP | Common Stock | Sale | -7,646 | 3.728 GBP | Common Stock | Sale | -14,512 | 3.73 GBP | Common Stock | Sale | -7,753 | 3.731 GBP | Common Stock | Sale | -6,976 | 3.732 GBP | Common Stock | Sale | -31,206 | 3.733 GBP | Common Stock | Sale | -8,604 | 3.734 GBP | Common Stock | Sale | -26,060 | 3.735 GBP | Common Stock | Sale | -2,022 | 3.736 GBP | Common Stock | Sale | -3,521 | 3.737 GBP | Common Stock | Sale | -9,235 | 3.738 GBP | Common Stock | Sale | -4,173 | 3.739 GBP | Common Stock | Sale | -23,192 | 3.74 GBP | Common Stock | Sale | -750 | 3.742 GBP | Common Stock | Sale | -1,700 | 3.743 GBP | Common Stock | Sale | -850 | 3.745 GBP | Common Stock | Sale | -2,370 | 3.746 GBP | Common Stock | Sale | -9,240 | 3.747 GBP | Common Stock | Sale | -1,400 | 3.7475 GBP | Common Stock | Sale | -13,798 | 3.748 GBP | Common Stock | Sale | -1,869 | 3.7485 GBP | Common Stock | Sale | -16,676 | 3.749 GBP | Common Stock | Sale | -2,245 | 3.7495 GBP | Common Stock | Sale | -52,639 | 3.75 GBP | Common Stock | Sale | -203 | 3.7505 GBP | Common Stock | Sale | -27,065 | 3.751 GBP | Common Stock | Sale | -19,499 | 3.752 GBP | Common Stock | Sale | -29,764 | 3.753 GBP | Common Stock | Sale | -54,546 | 3.754 GBP | Common Stock | Sale | -1,209 | 3.7545 GBP | Common Stock | Sale | -20,661 | 3.755 GBP | Common Stock | Sale | -20,127 | 3.756 GBP | Common Stock | Sale | -5,401 | 3.757 GBP | Common Stock | Sale | -2,756 | 3.758 GBP | Common Stock | Sale | -2,119 | 3.759 GBP | Common Stock | Sale | -2,462 | 3.762 GBP | Common Stock | Sale | -4,784 | 3.763 GBP | Common Stock | Sale | -4,280 | 3.764 GBP | Common Stock | Sale | -4,515 | 3.766 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 | 50,000 | 3.704829 GBP | Common Stock | CFD | Increasing long position | 50,000 | 3.705164 GBP | Common Stock | CFD | Increasing long position | 115,526 | 3.707662 GBP | Common Stock | CFD | Increasing long position | 1,141 | 3.709273 GBP | Common Stock | CFD | Increasing long position | 16,665 | 3.710333 GBP | Common Stock | CFD | Increasing long position | 16,668 | 3.710333 GBP | Common Stock | CFD | Increasing long position | 300,000 | 3.716 GBP | Common Stock | CFD | Increasing long position | 760,955 | 3.716161 GBP | Common Stock | CFD | Increasing long position | 698,769 | 3.717902 GBP | Common Stock | CFD | Increasing long position | 68,315 | 3.718303 GBP | Common Stock | CFD | Increasing long position | 12,289 | 3.718843 GBP | Common Stock | CFD | Increasing long position | 7,386 | 3.7205 GBP | Common Stock | CFD | Increasing long position | 28,728 | 3.756276 GBP | Common Stock | CFD | Increasing long position | 21,272 | 3.765112 GBP | Common Stock | CFD | Increasing long position | 50,000 | 3.766 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: | 08 August, 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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