Vantiv, Inc. Reports Third Quarter 2017 Results

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

26 October 2017

VANTIV, INC.

Vantiv, Inc. Reports Third Quarter 2017 Results

Vantiv, Inc. ("Vantiv") today announced financial results for the third quarter ended September 30, 2017. A copy of Vantiv's third quarter 2017 results release is available on Vantiv's website at:

http://info.vantiv.com/vantiv-worldpay-announce-recommended-merger.html

Later today, Vantiv will also file its Form 10-Q for the third quarter of 2017 with the US Securities and Exchange Commission. Once filed, a copy of this Form 10-Q will be made available on Vantiv's website via the same link.

Vantiv Profit Forecast

Vantiv's third quarter 2017 results release announced today includes the following statements:

"On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. is expected to be $1.42 to $1.47 for the full-year 2017. Pro forma adjusted net income per diluted share is expected to be $3.34 to $3.36 for the full-year 2017.

On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. is expected to be $0.24 to $0.30 for the fourth quarter of 2017. Pro forma adjusted net income per diluted share is expected to be $0.94 to $0.96 for the fourth quarter of 2017."

Each of the above statements constitutes an ordinary course profit forecast for the purposes of Rule 28 of the UK City Code on Takeovers and Mergers (the "Code") (together, the "Vantiv Profit Forecast").

Set out below is the basis of preparation in respect of the Vantiv Profit Forecast, together with the assumptions on which it is based.

Basis of preparation

The Vantiv Profit Forecast is based on the unaudited results of the Vantiv group for the nine months ended 30 September 2017 and a forecast for the three months beginning 1 October 2017 and ending 31 December 2017.

The Vantiv Profit Forecast has been prepared on a basis consistent with the Vantiv group's accounting policies which are in accordance with U.S. GAAP, adjusted in accordance with Vantiv's established non-GAAP methodology for the purposes of the pro forma adjusted net income per share profit forecast. These policies are consistent with those applicable for the year ending 31 December 2017.

The Vantiv Profit Forecast excludes any transaction costs applicable to and contingent upon the consummation of Vantiv's recommended cash and share offer for the entire issued and to be issued ordinary share capital of Worldpay Group plc ("Worldpay") (the "Merger"), any other associated accounting impacts as a direct result of the Merger and any foreign currency exchange rate fluctuations that could affect the value of the deal contingent forward entered into in connection with the Merger.

Assumptions

The full-year 2017 and fourth quarter financial outlook are based on the following assumptions for the year ending December 31, 2017:

Factors outside the influence or control of the Vantiv Directors:

· There will be no material changes to existing prevailing macroeconomic or political conditions in the markets and regions in which Vantiv operates.

· There will be no material changes to the conditions of the markets and regions in which Vantiv operates or in relation to customer demand or the behaviour of competitors in those markets and regions.

· The interest, inflation and tax rates in the markets and regions in which Vantiv operates will remain materially unchanged from the prevailing rates.

· There will be no material adverse events that will have a significant impact on Vantiv's financial performance.

· There will be no business disruptions that materially affect Vantiv or its key customers, including natural disasters, acts of terrorism, cyberattack and/or technological issues or supply chain disruptions.

· There will be no material changes in legislation or regulatory requirements or payment network rules impacting on Vantiv's operations or its accounting policies.

· There will be no material movements in foreign currency exchange rates.

· All potentially dilutive securities are assumed to be dilutive and included in the diluted earnings per share computation.

Factors within the influence and control of the Vantiv Directors:

· There will be no material change to the present management of Vantiv.

· There will be no material change in the operational strategy of Vantiv.

· There will be no material acquisitions or disposals.

· There will be no material strategic investments over and above those currently planned.

· There will be no unexpected technical or network issues with products or process.

Vantiv Directors' confirmation

With the consent of Worldpay, the UK Panel on Takeovers and Mergers has granted a dispensation from the Code requirement for Vantiv's reporting accountants and financial advisers to prepare reports in respect of the Vantiv Profit Forecast.

The Vantiv directors have considered the Vantiv Profit Forecast and confirm that it remains valid as at the date of this announcement, and has been properly compiled on the basis of the assumptions set out in this announcement and that the basis of the accounting used is consistent with Vantiv's accounting policies.

Enquiries

Additional Information

This announcement is being made in respect of a potential transaction involving Worldpay and Vantiv. In connection with such transaction, Vantiv intends to file a proxy statement on Schedule 14A and other documents regarding such transaction with the SEC. Before making any voting or investment decision, investors are urged to carefully read the entire definitive proxy statement when it becomes available and any other relevant documents filed by Vantiv with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Vantiv, Worldpay and the transaction. Investors and security holders are also urged to carefully review and consider Vantiv's public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its proxy statements, its Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q. When available, copies of the definitive proxy statement will be mailed to the respective stockholders of Vantiv. When available, copies of the definitive proxy statement also may be obtained free of charge at the SEC's web site at http://www.sec.gov.

Participants in the Solicitation

Vantiv and its directors, officers and employees may be considered participants in the solicitation of proxies from Vantiv's stockholders in respect of the potential transaction involving Worldpay and Vantiv. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Vantiv's stockholders in connection with such transaction, including names, affiliations and a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other relevant materials to be filed with the SEC. Information concerning the interests of Vantiv's participants in the solicitation, which may, in some cases, be different than those of Vantiv's stockholders generally, is set forth in the materials filed by Vantiv with the SEC, including in the proxy statement for Vantiv's 2017 Annual Meeting of Stockholders, which was filed with the SEC on March 15, 2017, as supplemented by other Vantiv filings with the SEC, and will be set forth in the definitive proxy statement relating to the transaction when it becomes available.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Important notices relating to financial advisers

Morgan Stanley & Co. LLC, acting through its affiliate, Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser exclusively for Vantiv and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.

Credit Suisse Securities (USA) LLC, acting through its affiliate, Credit Suisse International ("Credit Suisse") which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Vantiv and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Vantiv for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this Announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Vantiv's website at http://info.vantiv.com/vantiv-worldpay-announce-recommended-merger.html. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.