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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 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: | 0 | 0.00 | 190,079 | 0.01 | (2) Cash-settled derivatives: | 24,257,707 | 1.21 | 0 | 0.00 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 | TOTAL: | 24,257,707 | 1.21 | 190,079 | 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 | 24 | 3.754 GBP | Common Stock | Purchase | 5,628 | 3.755 GBP | Common Stock | Purchase | 7,310 | 3.756 GBP | Common Stock | Purchase | 100 | 3.7565 GBP | Common Stock | Purchase | 9,003 | 3.757 GBP | Common Stock | Purchase | 16,663 | 3.758 GBP | Common Stock | Purchase | 6,428 | 3.759 GBP | Common Stock | Purchase | 45,736 | 3.76 GBP | Common Stock | Purchase | 1,517 | 3.7605 GBP | Common Stock | Purchase | 18,166 | 3.761 GBP | Common Stock | Purchase | 637 | 3.7615 GBP | Common Stock | Purchase | 6,633 | 3.762 GBP | Common Stock | Purchase | 5,194 | 3.763 GBP | Common Stock | Purchase | 7,330 | 3.764 GBP | Common Stock | Purchase | 19,275 | 3.765 GBP | Common Stock | Purchase | 14,262 | 3.766 GBP | Common Stock | Purchase | 12,101 | 3.767 GBP | Common Stock | Purchase | 172 | 3.768 GBP | Common Stock | Purchase | 560 | 3.769 GBP | Common Stock | Purchase | 4,544 | 3.77 GBP | Common Stock | Purchase | 11 | 3.7705 GBP | Common Stock | Purchase | 24,424 | 3.771 GBP | Common Stock | Purchase | 2,241 | 3.7715 GBP | Common Stock | Purchase | 24,514 | 3.772 GBP | Common Stock | Purchase | 5,016 | 3.7725 GBP | Common Stock | Purchase | 21,755 | 3.773 GBP | Common Stock | Purchase | 5,472 | 3.7735 GBP | Common Stock | Purchase | 20,575 | 3.774 GBP | Common Stock | Purchase | 1,582 | 3.7745 GBP | Common Stock | Purchase | 9,382 | 3.775 GBP | Common Stock | Purchase | 2,231 | 3.7755 GBP | Common Stock | Purchase | 411 | 3.776 GBP | Common Stock | Purchase | 1,509 | 3.7765 GBP | Common Stock | Purchase | 15,712 | 3.777 GBP | Common Stock | Purchase | 3,417 | 3.778 GBP | Common Stock | Purchase | 1,297 | 3.7785 GBP | Common Stock | Purchase | 4,360 | 3.779 GBP | Common Stock | Purchase | 1,064 | 3.78 GBP | Common Stock | Purchase | 8,212 | 3.781 GBP | Common Stock | Purchase | 13,758 | 3.782 GBP | Common Stock | Purchase | 6,869 | 3.783 GBP | Common Stock | Purchase | 28,183 | 3.784 GBP | Common Stock | Purchase | 31,383 | 3.785 GBP | Common Stock | Purchase | 15,499 | 3.786 GBP | Common Stock | Purchase | 19,297 | 3.787 GBP | Common Stock | Purchase | 11,115 | 3.788 GBP | Common Stock | Purchase | 107 | 3.7885 GBP | Common Stock | Purchase | 7,072 | 3.789 GBP | Common Stock | Purchase | 2,135 | 3.7895 GBP | Common Stock | Purchase | 6,234 | 3.79 GBP | Common Stock | Purchase | 695 | 3.7905 GBP | Common Stock | Purchase | 29,117 | 3.791 GBP | Common Stock | Purchase | 902 | 3.7915 GBP | Common Stock | Purchase | 12,389 | 3.792 GBP | Common Stock | Purchase | 897 | 3.7925 GBP | Common Stock | Purchase | 10,829 | 3.793 GBP | Common Stock | Purchase | 2,420 | 3.7935 GBP | Common Stock | Purchase | 13,627 | 3.794 GBP | Common Stock | Purchase | 1,432 | 3.7945 GBP | Common Stock | Purchase | 9,486 | 3.795 GBP | Common Stock | Purchase | 9,424 | 3.796 GBP | Common Stock | Purchase | 1,365 | 3.797 GBP | Common Stock | Purchase | 5,894 | 3.798 GBP | Common Stock | Purchase | 9,776 | 3.799 GBP | Common Stock | Purchase | 1,372 | 3.7995 GBP | Common Stock | Purchase | 9,393 | 3.8 GBP | Common Stock | Purchase | 10,986 | 3.8005 GBP | Common Stock | Purchase | 30,367 | 3.801 GBP | Common Stock | Purchase | 4,256 | 3.802 GBP | Common Stock | Purchase | 1,016 | 3.805 GBP | Common Stock | Purchase | 19,938 | 3.806 GBP | Common Stock | Purchase | 6,872 | 3.807 GBP | Common Stock | Purchase | 6,389 | 3.808 GBP | Common Stock | Purchase | 1,893 | 3.812 GBP | Common Stock | Purchase | 215 | 3.831 GBP | Common Stock | Purchase | 2,823 | 3.833 GBP | Common Stock | Purchase | 456 | 3.836 GBP | Common Stock | Sale | -1,330 | 3.752 GBP | Common Stock | Sale | -2,476 | 3.753 GBP | Common Stock | Sale | -750 | 3.7535 GBP | Common Stock | Sale | -3,238 | 3.754 GBP | Common Stock | Sale | -13,906 | 3.755 GBP | Common Stock | Sale | -31,461 | 3.756 GBP | Common Stock | Sale | -17,131 | 3.757 GBP | Common Stock | Sale | -72 | 3.7575 GBP | Common Stock | Sale | -27,089 | 3.758 GBP | Common Stock | Sale | -1,260 | 3.7585 GBP | Common Stock | Sale | -20,164 | 3.759 GBP | Common Stock | Sale | -8,522 | 3.7595 GBP | Common Stock | Sale | -71,628 | 3.76 GBP | Common Stock | Sale | -296 | 3.7605 GBP | Common Stock | Sale | -6,786 | 3.761 GBP | Common Stock | Sale | -2,052 | 3.7615 GBP | Common Stock | Sale | -2,462 | 3.762 GBP | Common Stock | Sale | -4,110 | 3.763 GBP | Common Stock | Sale | -5,230 | 3.764 GBP | Common Stock | Sale | -6,674 | 3.765 GBP | Common Stock | Sale | -4,942 | 3.766 GBP | Common Stock | Sale | -12,234 | 3.767 GBP | Common Stock | Sale | -5,020 | 3.768 GBP | Common Stock | Sale | -8,824 | 3.769 GBP | Common Stock | Sale | -101,407 | 3.77 GBP | Common Stock | Sale | -169 | 3.7705 GBP | Common Stock | Sale | -27,889 | 3.771 GBP | Common Stock | Sale | -67,195 | 3.772 GBP | Common Stock | Sale | -3,541 | 3.773 GBP | Common Stock | Sale | -2,618 | 3.774 GBP | Common Stock | Sale | -20,985 | 3.775 GBP | Common Stock | Sale | -9,592 | 3.776 GBP | Common Stock | Sale | -8,715 | 3.777 GBP | Common Stock | Sale | -750 | 3.778 GBP | Common Stock | Sale | -15,398 | 3.78 GBP | Common Stock | Sale | -8,048 | 3.781 GBP | Common Stock | Sale | -4,499 | 3.782 GBP | Common Stock | Sale | -1,000 | 3.783 GBP | Common Stock | Sale | -8,027 | 3.784 GBP | Common Stock | Sale | -95,306 | 3.785 GBP | Common Stock | Sale | -4,410 | 3.786 GBP | Common Stock | Sale | -10,949 | 3.787 GBP | Common Stock | Sale | -8,984 | 3.788 GBP | Common Stock | Sale | -27,310 | 3.789 GBP | Common Stock | Sale | -35,959 | 3.79 GBP | Common Stock | Sale | -13,736 | 3.791 GBP | Common Stock | Sale | -11,211 | 3.792 GBP | Common Stock | Sale | -26,018 | 3.793 GBP | Common Stock | Sale | -3,258 | 3.794 GBP | Common Stock | Sale | -22,917 | 3.795 GBP | Common Stock | Sale | -2,122 | 3.7955 GBP | Common Stock | Sale | -13,785 | 3.796 GBP | Common Stock | Sale | -32,583 | 3.797 GBP | Common Stock | Sale | -10,753 | 3.798 GBP | Common Stock | Sale | -5,691 | 3.799 GBP | Common Stock | Sale | -19,302 | 3.8 GBP | Common Stock | Sale | -13,598 | 3.801 GBP | Common Stock | Sale | -262 | 3.802 GBP | Common Stock | Sale | -4,627 | 3.804 GBP | Common Stock | Sale | -16,470 | 3.805 GBP | Common Stock | Sale | -1,750 | 3.806 GBP | Common Stock | Sale | -112,079 | 3.836 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 | 3.758684 GBP | Common Stock | CFD | Increasing long position | 98,445 | 3.773203 GBP | Common Stock | CFD | Increasing long position | 1,555 | 3.7735 GBP | Common Stock | CFD | Increasing long position | 200,000 | 3.788 GBP | Common Stock | CFD | Increasing long position | 250,000 | 3.7917 GBP | Common Stock | CFD | Increasing long position | 200,000 | 3.7975 GBP | Common Stock | CFD | Increasing long position | 8,638 | 3.810948 GBP | Common Stock | CFD | Reducing long position | -2,675 | 3.756 GBP | Common Stock | CFD | Reducing long position | -775 | 3.757 GBP | Common Stock | CFD | Reducing long position | -62,400 | 3.757115 GBP | Common Stock | CFD | Reducing long position | -132,600 | 3.7575 GBP | Common Stock | CFD | Reducing long position | -1,550 | 3.758 GBP | Common Stock | CFD | Reducing long position | -135,486 | 3.788147 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: | 09 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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