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5 Dec 2017 15:27
Amendment - due to the amendment of Equity and Derivative transactions, the disclosure made on 04 December for dealings on 28 November has been updated. Sections 2(a) and 2(b) have been updated.
FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: | (GS) GOLDMAN SACHS INTERNATIONAL |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | WORLDPAY GROUP PLC |
(c) Name of the party to the offer with which exempt principal trader is connected: | WORLDPAY GROUP PLC |
(d) Date dealing undertaken: | 28 November 2017 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES - disclosed previously for VANTIV, INC. AND VANTIV UK LIMITED |
2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(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 relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
3p ordinary | Purchases | 2,776,8422,250,000 | 4.3630 GBP5.7616 USD | 4.2110 GBP5.6259 USD |
3p ordinary | Sales | 3,060,291 | 4.3610 GBP | 4.2150 GBP |
(b) Cash-settled derivative transactions
Class of relevant security | 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 |
3p ordinary | CFD | Reducing a long position | 22,000 | 4.2213 GBP |
3p ordinary | CFD | Opening a short position | 2,222 | 4.2331 GBP |
3p ordinary | CFD | Opening a short position | 25,423 | 4.2331 GBP |
3p ordinary | CFD | Opening a short position | 10,473 | 4.2331 GBP |
3p ordinary | CFD | Opening a short position | 3,004 | 4.2331 GBP |
3p ordinary | CFD | Opening a short position | 28,559 | 4.2499 GBP |
3p ordinary | CFD | Opening a long position | 35,000 | 4.2535 GBP |
3p ordinary | CFD | Reducing a long position | 35,000 | 4.2551 GBP |
3p ordinary | CFD | Increasing a short position | 122,000 | 4.3220 GBP |
3p ordinary | CFD | Increasing a short position | 200 | 4.3252 GBP |
3p ordinary | CFD | Reducing a long position | 18,709 | 4.3273 GBP |
3p ordinary | CFD | Reducing a short position | 170,297 | 4.3331 GBP |
3p ordinary | CFD | Reducing a short position | 243,582 | 4.3331 GBP |
3p ordinary | CFD | Reducing a short position | 83,570 | 4.3331 GBP |
3p ordinary | CFD | Reducing a short position | 524,917 | 4.3331 GBP |
3p ordinary | CFD | Reducing a short position | 19,027 | 4.3331 GBP |
3p ordinary | CFD | Reducing a short position | 6,129 | 4.3331 GBP |
3p ordinary | CFD | Increasing a short position | 35,040 | 4.3357 GBP |
3p ordinary | CFD | Increasing a short position | 50,920 | 4.3357 GBP |
3p ordinary | CFD | Increasing a short position | 9,160 | 4.3357 GBP |
3p ordinary | CFD | Increasing a short position | 122,000 | 4.3400 GBP |
3p ordinary | CFD | Reducing a short position | 17,190 | 4.3413 GBP |
3p ordinary | CFD | Reducing a short position | 250,000 | 4.3421 GBP |
3p ordinary | CFD | Opening a long position | 22,000 | 4.3451 GBP |
3p ordinary | CFD | Reducing a short position | 11,369 | 4.3479 GBP |
3p ordinary | CFD | Opening a short position | 303,034 | 4.3480 GBP |
3p ordinary | CFD | Opening a short position | 541,516 | 4.3480 GBP |
3p ordinary | CFD | Opening a short position | 1,085,055 | 4.3480 GBP |
3p ordinary | CFD | Opening a short position | 1,550,640 | 4.3480 GBP |
3p ordinary | CFD | Reducing a short position | 21,135 | 4.3493 GBP |
3p ordinary | CFD | Reducing a short position | 3,132 | 4.3493 GBP |
3p ordinary | CFD | Reducing a short position | 757 | 4.3493 GBP |
3p ordinary | CFD | Reducing a short position | 2,429 | 4.3493 GBP |
3p ordinary | CFD | Reducing a short position | 2,111 | 4.3493 GBP |
3p ordinary | CFD | Reducing a short position | 8,167 | 4.3493 GBP |
3p ordinary | CFD | Reducing a short position | 59,400 | 4.3493 GBP |
3p ordinary | CFD | Reducing a short position | 1,828 | 4.3493 GBP |
3p ordinary | CFD | Opening a short position | 115,000 | 5.6259 USD |
3p ordinary | CFD | Increasing a short position | 115,000 | 5.6259 USD |
3p ordinary | SWAP | Opening a short position | 494,148 | 4.3480 GBP |
3p ordinary | SWAP | Opening a short position | 20,000 | 5.6259 USD |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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 |
(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) |
|
3. 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 exempt principal trader 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 exempt principal trader 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
|
| Date of disclosure: | 05 December 2017 |
| Contact name: | Kashif Rafiq and Papa Lette |
| Telephone number: | +44(20) 7051 0547 / +44(20) 7774 7442 |
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 monitoring@disclosure.org.uk. 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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